Directors Report of Shri Mahalaxmi Agricultural Developement Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 22nd Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2015.

OPERATIONS DURING THE YEAR:

The company has a very good Operational activity during the year due to good market.

FINANCIAL RESULTS:

The Financial Activities are as follows:-

PARTICULARS AMOUNT(RS. IN LACS) 2014-15 2013-14

Turn Over 389.43 576.78

Expenses 375.27 543.95

Profit Before Tax 14.16 32.83

Provision for Tax - 2.30

Profit after Tax 14.16 30.53

AUDITORS:

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s.RATHI K.K & Co., Chartered Accountants have Consented to act as auditor subject to shareholder approval. The company has received the certificate u/s 139(1) of the companies act 2013 with companies (Audit and Auditor),Rules 2014 from the auditor.

FOREIGN EXCHANGE EARNING AND EXPENDITURE:

There were no Foreign Exchange transactions during the year.

PERFOMANE AND FINANCIAL POSITION OF SUBSIDARY AND ASSOCIATE COMPANIES :

As per section 2(87) and 2(6) of companies Act 2013, and as on date, the company whether has any subsidiary fro any associates company and hence do not call for any disclosure under this head.

A) Secretarial Audit :

Pursuant to the provision of section 2014,of the companies Act 2013 and rules made there under M/s Roy Jacob & Co. Mumbai, Company Secretary in whole time practice was appointed to conduct secretarial audit for the year ended 31.03.2015

M/s Roy Jacob & Co. practising company secretary has submitted report on the secretarial audit from a part of this report as Annexure A.

AUDIT REPORT STATUTORY & SECRETARIAL:

The Auditor report on the financial statement and secretarial audit report for the account year is self explanatory. Therefore does not require any further explanation.

B ) INTERNAL AUDITOR :

Pursuant to section 138 of the companies Act 2013 and Rule to of the companies (account) Rules 2014, the board of director of the company is under process to appoint internal auditor, however in the opinion of the board and size of the company, it is not necessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN :

The extract of annual return from MGT-9, as provided U/s 92(3) of the companies Act 2013, read with rule 12 of the companies (Management & Administration) Rules,2015 is annexed here to an Annexure –B, with their report and shall form of the Board Report.

SEPARATE MEETING OF INDEPENDENT DIRECTOR :

In the compliance with the provision of the companies Act 2013 and clause 49 of the listing agreement entered into between the company and BSE, a separate meeting of independent director was held on 30th January 2015.

FORMAL ANNUAL EVALUATION :

Pursuant to section 134 (3)(p) of the companies Act 2013 and Rule 8(4) of companies (account)Rules 2014 and clause 49 IV (b) of listing agreement, the board has carried out evaluation of its own performance, the directors, individuals as well as evaluation of its committees as per the criteria laid down in the Nomination, Remuneration as evaluation policy. The Board approved the evaluation resolution as collected by the nomination and remuneration committee.

DIVIDEND :

Your Directors do not recommend any Dividend.

FIXED DEPOSITS :

The Company has not accepted any public deposits and, , as such, no amount of principal or interest on public deposits was outstanding on the date of Balance Sheet.

AUDITORS REPORT :

The Auditors' Report to the shareholders for the year ended March 31, 2015 does not contain any qualification and therefore do not call for any explanation/comments.

PARTICULARS OF EMPLOYEES :

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the year, during the year under review.

CONSERVATION OF ENERGY :

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review there were no material change and commitment affecting the financial position of the Company.

TECHNOLOGYABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards technology absorption. Particulars with respect to technology absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

SIGNIFICANT AND MATERIALORDERS PASSED BYTHE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's longterm strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arm's Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, as there are no such transactions inconsistent with sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET

The company have provided for certain revenue receipt in the previous year which got cancelled after the date of the balance sheet, since the contracts were of material nature the profit and loss a/c and balance sheet have being restated to give a true and fair picture of the balance sheet and profit and loss account for the year ended 31.3.2015

VIGIL MECHANISM :

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code of Conduct.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS :

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF SWEAT EQUITY SHARES :

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME :

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company is not required to constitute a Corporate Social Responsibility Committee due to non fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

INVESTOR SERVICES :

The company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de- materialization of Company's shares on either of the Depositories as aforesaid.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities. The objectives and scope of the Risk Management Committee broadly comprises:

- Oversight of risk management performed by the executive management;

- Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risk. Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan. The Risk management committee was constituted as on 12.02.2015

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND :

During the year under review, the Company was not required to transfer any amount in the Investor's Education and Protection Fund.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION :

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and 10 recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT DIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Company's website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2014-2015.

AUDIT COMMITTEE :

The Company has formed an Audit Committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements as stipulated u/s 292A of the Co. Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors confirm that in preparation of the annual accounts for the year ended March 31, 2015 -

1. the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. they had selected such accounting policies and applied them consistently and made;

3. judgements and estimates that are reasonable and prudent had been taken so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

4. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

5. they had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE:

A report on corporate governance is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of clause 49.

ACKNOWLEDGEMENTS:

The Directors thank the clients for the confidence reposed, which has enabled the Company in successfully achieving the satisfactory performance.

The Directors also thank the Company's bankers, lenders, the Government of India, the Securities and Exchange Board of India, the Reserve Bank of India and other statutory authorities for their continued support to the Company.

The Directors express their gratitude for the support and guidance received from its shareholders.

The Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork, professionalism and contribution during the year.

BY ORDER OF THE BOARD OF DIRECTORS

Shree Mahalaxmi Agricultural Development Ltd. PLACE: Ahmedabad

DATE : 01-07-2015 Sd/-

HARDIK BHATT

(DIRECTOR)