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Directors Report of Agrimony Commodities Ltd.

Mar 31, 2015

Dear Members,

Your ectors have pleasure in presenting the 24th Annual Report of your Company alongwith the Audited Statement of Accounts for the Period ended 31stMarch,2015.

1. FINANCIAL HIGHLIGHTS:

Year Ending Year Ending March March Particulars 31, 2015 31, 2014

Amt. in Rs. Amt. in Rs.

Net Sales/ Income from Operations 42,00,83,153 41,73,98,430

Other Income 49,95,428 9,12,244

Total Income 42,50,78,580 41,83,10,674

Less: Expendlture 42,35,62,547 41,70,51,508

Profit/(Loss) before Interest & Exceptional Items 15,16,033 12,59,166

Less: Interest 9,95,580 12,068

Profit/(Loss) after Interest before Tax & 5,20,452 12,47,097

Exceptional Items

Extraordinary Items 2,34,646 -2,34,646

Profit/(Loss) before Tax 7,55,098 10,12,451

Less: Current Tax 2,75,535 2,79,500

Deferred Tax -1,10,364 1,04,649

Proflt after Tax 5,89,928 6,28,302

Add: Profit/(Loss)Brought Forward 1,70,87,425 1,64,61,623

Less: Prior year Tax Liability Nil NIL

Less: Prior period adjustments 10370 2500

Amount available for Appropriation/(Loss) 1,76,66,983 1,70,87,425

2. RESULTS OF OPERATION REVIEW:

We have please to inform you that the company in now trading in Rice and Pulses apart from Textile Intermediaries and Metals which they have traded in Last Year. Income from operation for the financial year 2014-15, for the year under review was at Rs. 42,00,83,153 compared to Rs. 41,73,98,430 for the financial year 2013-14, i.e. growth of 0.64%. EBIDTA excluding exceptional items, stood at Rs.15,16,033 during financial 2014-15,which was at Rs.12,59,166 in the financial year 2013-14 i.e. growth of 20.40%. PAT for the financial year under review was Rs.5,89,928 in the year ended March 31, 2015 as compared to 6,28,302 in the year ended March 31, 2014, i.e. a decline by 6.11%.

3. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated Financial Statements of your Company for the Financial year 2014-15 are prepared in accordance with Companies Act 2013, Accounting Standard and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI). The consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary namely viz Advantage Commodities Pvt. Ltd. as approved by their respective Board of ectors.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

4. DIVIDENDS:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand.

5.SUBSIDIARIES

Pursuant to provisions of Section 129 (3) of The Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules , 2014 , a statement containing salient features of the subsidiary company viz. Advantage Commodities Pvt. Ltd. In Form AOC is given in Annexure -1 in this Board Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and is given in Annexure -2 which forms part of this Report.

7. ECTORS AND KEY MANAGEMENT PERSONNEL:

During the year under review:

In term of the provisions of the Companies Act, 2013. Mr. Mani Ananthanarayan, had to step down from the Board of the Company on 26th March, 2015 due to his pre occupancy. We would like to thank Mr. Mani for his valuable guidance, contribution and support during the year of his ectorship of the company.

The Company has nominated Ms. Nalini Shetty as Woman ector in compliance with provision of section 149 of Companies Act, 2013.

The Company has received confirmations from all its ectors, based upon which none of the ectors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The Company has devised a policy for performance evaluation of Independent ectors, Board, Committees and other Individual ectors which includes criteria for performance evaluation of the non- executive ectors and executive ectors.

In a separate meeting of independent ectors, performance of non-independent ectors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive ectors and non-executive ectors.

8. EXTRACTS OF ANNUAL RETURN

Extract of the Annual Return in Form MGT 9 for the Financial year ended on 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, is annexed to this report- Please refer Annexure-3.

9. NOS. OF BOARD MEETINGS

During the year the Board of ectors met 8 times . The details of the Board Meetings are provided in the Corporate Governance Report.

10. ECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section134(3)(c) and 134 (5) of the Companies Act,2013, your ectors confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation in relation to material departure, if any;

ii) The ectors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31,2015 and of the profit of the Company for the year ended on that date;

iii) The ectors have taken proper and sufficient care for the maintenance of adequate accounting records , in accordance with the provisions of the Act, 2013 for safe guarding the assets of the Company and for preventing and detaching fraud and other irregularities;

iv) The ectors have prepared the annual accounts for the financial year ended March 31, 2015, on a going concern basis.

v) The ectors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The ectors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

11. DECLARATION BY INDEPENDENT ECTORS

The Following ectors are independent in terms of Section 149 (6) of the Companies Act,2013 and Clause 49 of the Listing Agreement :

* Ms. Nalini Shetty

* Mr. Suresh Kulkarni

* Mr. Satish Bokdia

The Company has received requisite declarations / confirmations from all the above ectors, confirming their independence.

12. POLICY ON ECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134 (3) (e) , Section 178 (3) & (4) and Clause 49 of the Listing agreement are annexed to this report. Please refer Annexure-4.

13. AUDITORS REPORT

The Statutory Auditors Report on Standalone Financial statement as well as Report on Consolidated Statement have expressed concern over not accounting / providing employees terminal benefits as per Accounting Standard 15 for the financial year 2014-15

The Management would like to inform you that none of the employees have completed one year of continuous service and hence the same has not been taken up in the current year. The same exercise would however be taken up in the next financial year.

The Statutory Auditors have expressed concern over the reasonableness of the assumptions made to estimate the future cash flow projections of wholly owned subsidiary viz. Advantage Commodities Pvt Ltd which is a member of Multi Commodity Exchange and have accordingly expressed their inability to determine whether any adjustment is necessary to the carrying amount of the goodwill on consolidation and have made a qualified opinion in their Report on Consolidated Financial Statement for the year ended March 31, 2015.

The Board is of the opinion that the investment is currently in discussion with M/s. Artha Vrddhi Limited for sale of the Investment in subsidiary. The approval of the members is being sought for under Item No 7 of the Notice.

The Board of ectors plan to sell of the investment at a Fair Value to be decided by a Practicing Chartered Accountant. Any resultant Profit or loss would be accounted in the books of Agrimony Limited upon the happening of the event. Due to this no adjustment adjustment is necessary to the carrying amount of the goodwill on consolidation

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretaries in Practice (CP No. 9594) to undertake the secretarial audit of the Company. The Secretarial Audit report in Form MR-3 is included as Annexure and forms an integral part of this report. Please refer Annexure -5

There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

15. RELATED PARTY TRANSACTIONS:

All transaction entered into with related parties (as defined under Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing agreement) during the financial year under review were in the ordinary course of business and on arms length pricing basis.

The Particulars of contracts or arrangements with related parties are given under Section 188(1) of the Companies Act, 2013; hence enclosure of Form AOC-2 is required. Please refer Annexure -6.

16. MATERIAL CHANGES AND COMMITMENTS:

Your ectors further state that there were no material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

17. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

A) Conservation of energy, technology absorption

As the Company does not fall under any of the industries listed out in the Schedule appended to the Companies (Disclosure of Particulars in the Report of the Board of ectors) Rules, 1988, particulars required to be disclosed with respect to conservation of energy and technology absorption, are not applicable to the Company.

The operations of your Company are not energy intensive. Your Company takes various measures to reduce energy consumption by using energy-efficient computer systems, electrical and electronic equipment and procuring energy efficient equipment and gadgets in its operation. As an ongoing process, your Company evaluates new technologies and techniques to make its infrastructure more energy efficient.

B) Foreign Exchange Earning/Outgo:

The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2014-15.

18. RISK MANAGEMENT POLICY:

The Company has a risk management framework for identification and managing risks,It is dealt with in greater details in the Management Discussion and analysis section.

19. VIGIL MECHANISM:

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and ectors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The mechanism provides for adequate safeguards against victimization of employees and ectors to avail of the mechanism and also provide for ect access to the CEO/ Chairman of the Audit Committee in exceptional cases.

20. ANNUAL PERFORMANCE EVALUATION:

In terms of provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance and that of its ectors individually. The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision- making, roles & responsibilities including monitoring, benchmarking, feedback, stakeholders relationship and committees.

The performance of individual ectors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation of Independent ectors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgement.

In Compliance with the provisions of Section 134(3)(p) of the Companies Act 2013 and clause 49 of the Listing Agreement with the Stock Exchange, the Board carried out an Annual Evaluation of its own performance and individual ector. It also evaluate the performance of the committees A separate exercise was carried out to evaluated the performance of individual ectors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent ectors was carried out by the entire Board except the Independent ector being evaluated. The performance evaluation of the Chairman and Non- Independent ectors was carried out by the Independent ectors.

The Directors expressed their satisfaction with the evaluation process.

21. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

22. PARTICULARS OF REMUNERATION

The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure-7 to this Report. However, as per the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information.

23. ANTI SEXUAL HARASSMENT POLICY

During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.

24. ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

No significant and material order was passed by Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations

25. AUDITORS:

The Auditors M/s. V. R. Bhabhra& Co., Chartered Accountants, who are Statutory Auditors of the Company, retire at the forthcoming General Meeting and being eligible for re-appointment to audit the Accounts of the Company for the Financial year 2015 - 16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits specified in the said section.

26. CORPORATE GOVERNANCE:

A Report on Corporate Governance together with Auditor's Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report. Please refer Annexure-8

27. ACKNOWLEDGEMENTS:

The ectors wish to thank and deeply acknowledge the co-operation, assistance and support extended by various Government Authorities, Company's Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders, Stock Exchange and others who have supported the company during its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all round co-operation and contribution made by employees at all levels.

For and on behalf of the Board of AGRIMONY COMMODITIES LIMITED

Place: Mumbai Date: 7th September 2015 ANANDRAO GOLE MANAGING ECTOR






Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report of your Company alongwith the Audited Statement of Accounts for the Period ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year Ending Year Ending Particulars March, 2014 March, 2013

Amt. in Rs. Amt. in Rs.

Net Sales/ Income from Operatins 41,73,98,430 2,30,755

Other Income 9,12,244 9,68,567

Total Income 41,83,10,674 11,99,322

Less: Expenditure 41,70,63,577 9,14,558

Profit/(Loss) before Interest & 12,56,070 2,84,764 Exceptional Items

Less: Interest 8,973 NIL

Profit/(Loss) after Interest before Tax & 12,47,097 2,84,764 Exceptional Items

Exceptional Items 2,37,146 NIL

Profit/(Loss) before Tax 10,09,951 2,84,764

Less: Tax provisions 2,79,500 71,000

Deferred Tax 1,04,649 17,156

Add: Profit/(Loss)Brought Forward 1,64,61,623 1,62,61,415

Less: Prior year Tax Liability NIL NIL

Less::Prior period adjustments NIL NIL

Amount available for Appropriation/(Loss) 1,70,87,42 1,64,61,623

RESULTS OF OPERATION REVIEW:

During the current period of operation, your company was continuously exploring possibilities of finding buyers and sellers to meet their needs as well as improvement of Your Company business in the trading business of commodities during the current financial year. Your Directors are happy with the initial trades done and are confident that then operations would be more profitable in the years to come. Your Directors have during the year limited their operations to Textile Fabrics including Suiting and Shirtings and other dress materials and SS Pipes but in the future Your Directors would explore other commodities include Trading in Rice/ Wheat and Strawberries which would fetch higher margins.

DIVIDENDS:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand.

PERSONNEL:

During the year, the company did not have any Employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore no particulars are required to be furnished.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board wishes to appreciate the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

DIRECTORS:

Your Company was earlier under a different management which was taken over by the new management by which the previous directors resigned from the Board which included Mr. Krishnakant Choksi, Mr. Ankur Choksi, Mrs. Raksha Choksi and Mrs. Neepa Choksi.

Pursuant to the takeover of the business, the New Management led by Mr. Jairaj Bafna and Mr. Anandrao Gole took over the Management and Control and the Board was broadbased by appointment of Independent Directors consisting of Mr. Mani Ananthanarayan, Mr. Suresh Kulkarni and Mr. Satish Bokdia before the IPO.

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anandrao Gole and Mr. Jairaj Bafna, Managing Director and Director, respectively, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment and you are requested to consider their appointment in the forthcoming Annual General Meeting.

The Company has received confirmations from all its Directors, based upon which none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirms as under:

i) That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation in relation to material departure, if any;

ii) That the directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detaching fraud and other irregularities;

iv) That the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors M/s. V. R. Bhabhra & Co., Chartered Accountants, retire at the forthcoming General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

PUBLIC DEPOSITS:

The company has not accepted any deposit within the meaning of the section 73 and 74 of the Companies Act, 2013.

INITIAL PUBLIC OFFER :

During the year, your Company raised Rs.3,02,00,000/- by way of Initial Public Offer by issue of 30,20,000 shares of Rs. 10/- each at a price of Rs. 10/- per share. The shares of your company are listed on SME Platform of BSE Limited on February 18, 2014.Prior to the IPO your Company allotted 8270000 shares out of which the promoters held 31,25,000 Nos. of Shares. The total proceeds prior to the IPO together with the proceeds of IPO amounted to Rs. 1129 Lakhs.

The Utilization of the Proceeds of the issue is as under the following Broad Heads:

Sr. No. ACTIVITY AMOUNT (Rs. In Lakhs)

1 Augmenting Long Term Working Capital 735

2 Purchase of Fixed Assets 25

3 Investment in Subsidiary 88

4 Deployment of Idle funds in ICD 252

5 Public Issue Expenses 29

TOTAL 1129

Your Directors report that the funds lying idle which have been deployed in placing Inter Corporate Deposits have earned an interest of Rs. 8.97 Lakhs during the year which has been reported in the Other Income in the Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 52 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Listing Agreement are annexed to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of energy, technology absorption

As the Company does not fall under any of the industries listed out in the Schedule appended to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars required to be disclosed with respect to conservation of energy and technology absorption, are not applicable to the Company.

The operations of your Company are not energy intensive. Your Company takes various measures to reduce energy consumption by using energy-efficient computer systems, electrical and electronic equipment and procuring energy efficient equipment and gadgets in its operation. As an ongoing process, your Company evaluates new technologies and techniques to make its infrastructure more energy efficient.

B) Foreign Exchange Earning / Outgo:

Nil.

CASH FLOW STATEMENT :

In conformity with the provisions of Clause 34 of the Listing agreement (BSE-SME) and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENT :

In compliance with the Accounting Standard - 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2013-14 of M/s Advantage Commodities Private Limited which has become the subsidiary of the Company w.e.f13th August, 2013 , therefore, consolidation is done only of profit & loss account from13.08.2013.

STOCK EXCHANGES:

The company''s shares are listed on the SME platform of the Bombay Stock Exchange (BSE Ltd.). The company has paid the necessary listing fees of BSE Ltd. for the year 2014-15.

ACKNOWLEDGEMENTS:

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by various Government Authorities, Company''s Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders, Stock Exchange and others who have supported the company during its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all round co-operation and contribution made by employees at all levels.

For and on behalf of the Board of AGRIMONY COMMODITIES LIMITED

Place: Mumbai

Date: 30th August 2014 ANANDRAO GOLE

MANAGING DIRECTOR

 
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