Mar 31, 2018
Directors Report
The Directors are pleased to present the 24th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2018.
FINANCIAL RESULTS
(Rs in Lacs)
Sr. No |
PARTICULARS |
YEAR ENDED |
|
31.03.2018 |
31.03.2017 |
||
1. |
Sales |
19165.08 |
16986.85 |
2. |
Profit before Interest & Depreciation |
4131.47 |
2944.09 |
3. |
Interest |
1030.96 |
965.71 |
4. |
Depreciation |
95.07 |
303.04 |
5. |
Profit Before Tax & Extra-ordinary items |
3005.45 |
1675.34 |
6. |
Tax Provision (Net of Deferred Tax) |
63.60 |
47.10 |
7. |
Profit After Tax |
2941.85 |
1628.25 |
8. |
Extra-Ordinary Items |
0 |
0 |
9. |
Profit available for Appropriation |
2941.85 |
1628.25 |
10 |
Balance carried to Balance Sheet |
2941.85 |
1628.25 |
FINANCIAL HIGHLIGHTS AND OPERATIONS
Income from operations during the financial year ended 31st March 2018 was at Rs 19165.08 Lacs as against Rs 16972.56 Lacs representing an increase of approximately 12.83% over the previous year. Profit after Tax for the year under review amounted to Rs 2941.85 Lacs as against Rs 1628.25 Lacs in the previous year representing an increase of 80.68 %. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.
RESEARCH & DEVELOPMENT & NEW PRODUCTS
Research and Product Development programs at the NBIL have constantly undergone major scientific up-gradation over the last few years. Advance breeding strategies, with novel genetic resources, gene pyramiding with molecular-aided gene tracking systems, and extensive testing of genetic stocks, breeding lines and hybrids derived thereof, are generating a range of predetermined designer products.
Our recently launched products in the Farmersâ fields represent the new breed and benchmark of hybrid seeds. They are endowed with significant genetic enhancement for yield potential, as well as Climate Resilient capability.
NBIL continues to provide substantial financial allocations to further strengthen its Research & Development programs. The competitive environment in the area of hybrid seeds is rapidly growing. Therefore, it is no longer enough to offer high yielding hybrid varieties to the Indian
Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies/genes providing durable protection against specific diseases, pests and vagaries of nature (floods/drought/heat stress etc.)
Technological up-gradation remains a continual process at the NBIL. In cotton, in addition to stacking GM traits for bollworm protection, we are on the constant lookout for novel germplasm resources for imparting/enhancing resistance/ tolerance against some of the notorious sucking pests, as also dehydration-stress (drought). Big Boll size (for reduced labor and ease in picking) and excellent re-flushing abilities are the additional novelties our new Bt-Cotton products (for Central and South Zone) are almost invariably carrying.
To summarize, your company is constantly endeavoring to invest time, energy and money in Research and Development efforts to create high yield products to benefit the farming community at large.
INTERNATIONAL COLLABORATIONS:
Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd., had signed agreement for R & D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.
PhilFIDA (Fibre Crops Development Authority, under Govt of The Philippines) is directly coordinating with NBIL-GTL of India, in view of our track record and scientific competence in pursuing the Fusion-Bt Technology approval process in India.
QUALIFIED INSTITUTIONAL PLACEMENT
Your company made a QIP, by issuing further equity, in January 2018 to qualified institutions. The total QIP size was INR 136.50 Crores. The basic agenda of the fund usage was to repay all long-term loans of the company and to strengthen the working capital requirement. We plan to utilize the infused capital for better growth of the company.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and rules made thereunder is enclosed.
The Requisite Certificate from the Auditors of the Company, Ashok R Majethia, Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report
DIVIDEND
Given the growth requirements of the business, the Directors have not recommended any dividend for the financial year 2017-18.
DEPOSITS
Your company has not accepted any fixed deposits during the year under review.
RISK MANAGEMENT
The company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mr. Satish Kagliwal was appointed as the Managing Director of the Company from 1st August 2013 for a period of 5 years and accordingly his term of office is valid up to 31st July 2018. Since his current tenure is coming to an end, he is being re-appointed as Managing Director of the Company for another period of FIVE years, pursuant to the Companies Act.
Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant Section 152 of the Companies Act 2013, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.
AUDITORS
At the Annual General Meeting held on 24th August 2017, M/s Ashok R Majethia, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.
INTERNAL AUDITORS
The Board of Directors of the Company has appointed a professional firm of M/s. Manpreet Khurana & Co., Chartered Accountants to conduct internal audit of the Company for the financial year ended 31 March 2018.
INDIAN ACCOUNTING STANDARDS - IFRS CONVERGE STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 had notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company has adopted Indian Accounting Standards with effect from 01st April, 2017 with the comparatives for the period ending 31st March, 2016. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company had set up a dedicated team and the conversion has been achieved within the deputed time frame.
INTERNAL FINANCIAL CONTROLS
The internal financial controls (IFC) framework at Nath Bio-Genes (India) Ltd encompasses internal controls over financial reporting (ICOFR) as well as operational controls that have been put in place across all key business processes of the Company. The achievement of the Companyâs business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance. Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:
a. The Company maintains all its major records in ERP System.
b. The Company has appointed internal auditors to examine the internal controls, whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and
c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
AUDITORSâ REPORT
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC 2 and the same forms part of this report.
SECRETARIAL AUDIT
M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2018-19 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee, the stakeholdersâ relationship committee, the nomination & remuneration committee, the corporate social responsibility committee, risk Management Committee, & whistle blower committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of Duties, responsibilities and activities |
Audit Committee |
K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal |
- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions. |
Stakeholdersâ Relationship Committee |
K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal |
- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year. |
Nomination and Remuneration Committee |
K.G Iyer-Chairperson Omprakash Sharma, Nandkishor Kagiwal |
- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Directorâs performance. |
Corporate Social Responsibility Committee |
Nandkishor Kagliwal-Chairperson Omprakash Sharma K. G. Iyer |
- The Board has laid out the Companyâs policy on CSR and the CSR activities of the Company are carried out as per instructions of the committee. - The Financial Data pertaining to the Companyâs CSR activites for |
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 5, 12 and 34 to the standalone financial statement).
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March 2018 and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the company secretary.
INSURANCE
All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal banking transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal banking transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.
The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is https://www.nathbiogenes.com related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is applicable to the Company.
ACKNOWLEDGEMENT
The employees of NATH BIO-GENES (INDIA) LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.
The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.
For and on behalf of the Board of Directors
30th May 2018
Registered Office:
Nath House,
Nath Road, Chairman Managing Director
Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal
DIN: 01691691 DIN: 00119601
Mar 31, 2017
The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2017.
FINANCIAL RESULTS
(Rs in Lacs)
Sr. No |
PARTICULARS |
YEAR ENDED |
|
31.03.2017 |
31.03.2016 |
||
1. |
Sales |
16972.56 |
16210.59 |
2. |
Profit before Interest & Depreciation |
2951.02 |
2523.20 |
3. |
Interest |
965.71 |
623.09 |
4. |
Depreciation |
303.04 |
390.48 |
5. |
Profit Before Tax & Extra-ordinary items |
1675.34 |
1507.74 |
6. |
Tax Provision (Net of Deferred Tax) |
47.10 |
91.00 |
7. |
Profit After Tax |
1628.25 |
1416.75 |
8. |
Extra-Ordinary Items |
0 |
0 |
9. |
Profit available for Appropriation |
1628.25 |
1416.75 |
10 |
Balance carried to Balance Sheet |
1628.25 |
1416.75 |
FINANCIAL HIGHLIGHTS AND OPERATIONS
Income from operations during the financial year ended 31st March 2017 was at Rs 16972.56 Lacs as against Rs 16210.59 Lacs representing an increase of approximately 5% over the previous year. Profit after Tax for the year under review amounted to Rs 1628.25 Lacs as against Rs 1416.75 Lacs in the previous year representing an increase of 14.93 %. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.
RESEARCH & DEVELOPMENT & NEW PRODUCTS
Research and Product Development programs at the NBIL have undergone major scientific up-gradation, during the last one-decade or so. Advance breeding strategies, with novel genetic resources, gene pyramiding with molecular-aided gene tracking systems, and extensive testing of genetic stocks, breeding lines and hybrids derived thereof, are generating a range of predetermined designer products.
Consequently, our recently launched products in the Farmersâ fields, or those at the penultimate stage of Demos or Large-Scale Trials, or in Multi-Location Trials, represent the new breed and benchmark of hybrid seeds: They are endowed with significant genetic enhancement for yield potential, as well as Climate Resilient capability.
NBIL continues to provide substantial financial allocations to further strengthen its R&D programs. The competitive environment in the area of hybrid seeds is rapidly growing worldwide, so also in our country as well. It is no longer good enough to offer high yielding hybrid varieties to the Indian Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies/genes providing durable protection against specific diseases, pests and vagaries of nature (floods/drought/heat stress etc.)
Technological up-gradation remains a continual process at the NBIL. In cotton, in addition to stacking GM traits for bollworm protection, we are on the constant lookout for novel germplasm resources for imparting/enhancing resistance/ tolerance against some of the notorious sucking pests, as also dehydration-stress (drought). Big Boll size (for reduced labor and ease in picking) and excellent re-flushing abilities are the additional novelties our new Bt-Cotton products (for Central and South Zone) are almost invariably carrying.
The year 2016 was a landmark for our R&D in particular.
For the first time ever, NBIL conducted an Exclusive Multi-Location Trial of an exceptional range of Bt-cotton hybrids, at Sixteen pre-selected rain-fed locations, mainly in the states of Maharashtra, Telangana, MP and Gujarat. This exclusive trial was strictly on No Irrigation and No Spray basis. Crop growth and development was entirely dependent on rain and no irrigation, nor any external inputs for protection against insect pests.
Some of the test products emerged as the best among Bt-cotton hybrids, especially bred for enhanced tolerance against dehydration stress (drought), as also for high-level resistance against four major sucking pests of cotton. As expected, the results were remarkable at locations with minimal rainfall. In addition to our own trials, State Agricultural University trial results were equally spectacular, if not more.
NBILâs caravan of Science and Technology moves on: Not only in the areas of Molecular Breeding, but also in genetic transformation, generating our own transgenic, even in cotton. New two-gene Bt-Cotton transgenic events are getting ready for Event Selection and a Contained Open Field Trial in 2018. Attempts to correct the breakdown of resistance against Pink Bollworm in Bt-cotton are also being addressed, through new possibilities of Genome Editing.
To summarize, your company is constantly endeavoring to invest time, energy and money in Research and Development efforts to create high yield products to benefit the farming community at large.
INTERNATIONAL COLLABORATIONS:
Nath Bio-Genes, jointly with its sister concern Global Transgenic Ltd., had signed agreement for R&D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.
PhilFIDA (Fibre Crops Development Authority, under Govt of The Philippines) is directly coordinating with NBIL-GTL of India, in view of our track record and scientific competence in pursuing the Fusion-Bt Technology approval process in India.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and rules made there under is enclosed.
The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad conforming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report
DIVIDEND
Given the growth requirements of the business, the Directors have not recommended any dividend for the financial year 2016-17.
DEPOSITS
Your company has not accepted any fixed deposits during the year under review.
RISK MANAGEMENT
The company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual
Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
AUDITORS
At the Annual General Meeting held on July 5th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.
INTERNAL AUDITORS
The Board of Directors of the Company has appointed a professional firm of M/s. Manpreet Khurana & Co., Chartered Accountants to conduct internal audit of the Company for the financial year ended 31 March 2018.
INDIAN ACCOUNTING STANDARDS -IFRS CONVERGE STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 had notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company will adopt Indian Accounting Standards with effect from 01st April, 2017 with the comparatives for the period ending 31st March, 2016.The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame.
INTERNAL FINANCIAL CONTROLS
The internal financial controls (IFC) framework at Nath Bio-Genes (India) Ltd encompasses internal controls over financial reporting (ICOFR) as well as operational controls that have been put in place across all key business processes of the Company. The achievement of the Companyâs business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance. Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:
a. The Company maintains all its major records in ERP System.
b. The Company has appointed internal auditors to examine the internal controls, whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and
c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
AUDITORSâ REPORT
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to section 134(3)(h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC 2 and the same forms part of this report.
SECRETARIAL AUDITOR
M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee, the stakeholdersâ relationship committee, the nomination & remuneration committee, the corporate social responsibility committee, risk Management Committee, & whistle blower committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of Duties, responsibilities and activities |
Audit Committee |
K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal |
- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions. |
Stakeholdersâ Relationship Committee |
K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal |
- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year. |
Nomination and Remuneration Committee |
K.G Iyer-Chairperson Omprakash Sharma, Nandkishor Kagiwal |
- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Directorâs performance. |
Corporate Social Responsibility Committee |
Nandkishor Kagliwal-Chairperson Omprakash Sharma K. G. Iyer |
- The Board has laid out the Companyâs policy on CSR and the CSR activities of the Company are carried out as per instructions of the committee. - The Financial Data pertaining to the Companyâs CSR activites for |
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 14, 15 and 19 to the standalone financial statement).
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2017 and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to
INSURANCE
All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on armâs length basis. There were no materially significant related party transactions entered by the Bank with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal banking transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal banking transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.
The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Bank and the link for the same is https://www.yesbank.in/ investor-relations/corporategovernance.html.
Since all related party transactions entered into by the Bank were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Bank.
ACKNOWLEDGEMENT
The employees of NATH BIOGENES (INDIA) LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.
The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.
For and on behalf of the Board of Directors
30th May 2017
Registered Office:
Nath House,
Nath Road, Chairman Managing Director
Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal
DIN: 01691691 DIN:00119601
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 21st Annual Report together
with the Audited Account: of your Company for the financial year ended
31st March 2015.
FINANCIAL RESULTS
(Rs in Lacs)
YEAR ENDED
PARTICULARS 31.03.2015 31.03.2014
Sales 18532.69 17211.53
Profit before Interest & Depreciation 3533.17 26366.71
Interest 459.19 376.09
Depreciation 438.70 466.14
Profit Before Tax & Extra-ordinary items 2635.28 2552.49
Tax Provision (Net of Deferred Tax) 95.54 120.88
Profit After Tax 2539.74 2431.60
Extra-Ordinary Items 0 1.20
Profit available for Appropriation 2539.74 2430.40
Balance carried to Balance Sheet 2539.74 2430.40
FINANCIAL HIGHLIGHTS AND OPERATIONS
Income from operations during the financial year ended 31st March 2015
was at Rs 18532.69 Lacs as against Rs 17211.53 Lacs representing an
increase of approximately 7.67% over the previous year. Profit after
Tax for the year under review amounted to Rs 2539.74 Lacs as against Rs
2430.40 Lacs in the previous year representing an increase of 4.49%.
The increase in profits during the year under review was on account of
enhanced sales, improved product mix and operational efficiencies.
RESEARCH & DEVELOPMENT & NEW PRODUCTS
NBIL continues to provide substantial financial allocations to further
strengthen its R&D programs. The competitive environment in the area of
hybrid seeds is rapidly growing worldwide, so also in our country as
well. It is no longer good enough to offer high yielding hybrid
varieties to the Indian Farmers. It is now becoming a mandatory
requirement that such hybrids carry additional built-in value through
seed embedded technologies/genes providing durable protection against
specific diseases, pests and vagaries of nature (floods/drought/heat
stress etc).
Seeds endowed with multiple value additions, in addition to high yield
potential, are much in demand and eagerly sought after by the modern
Indian Farmers. At NBIL, our Company has undertaken specific
initiatives of reaching out even to the rain-fed and largely un-reached
farmers. This is in congruence with our national priorities and
commitments, as also in harmony with finding newer areas of
opportunities for business. NBIL is pursuing both Genetic Engineering
Technologies as well as Molecular-Aided Selection systems to enrich our
crop breeding and product development programs.
NBIL is perhaps the only company of its kind in the country that offers
a choice of Bt-Cotton technologies. Besides, we offer also a wide range
of Bt-Cotton hybrids that suit the need of farmers from Punjab to
Karnataka, primarily incorporating the exclusive Fusion-Bt technology
of the Chinese Academy of Sciences (used predominantly all over China
and exclusively licensed to Nath). However, beginning 2012, we also
offer the BG-II version (from Monsanto) of certain elite cotton hybrids
for those who may have preference for the American Technology.
Technological up-gradation remains a continual process at the NBIL. In
cotton, for example, in addition to stacking GM traits for bollworm
protection, we are on the constant lookout for novel germplasm
resources for imparting/enhancing resistance/ tolerance against some of
the notorious sucking pests, as also dehydration-stress (drought). Big
Boll size (for reduced labor and ease in picking) and excellent
re-flushing abilities are the additional novelties our new Bt-Cotton
products (for Central and South Zone) are almost invariably carrying.
Jagannath-2 (mainly for Irrigated high-management areas) as well as
Arjun-21 (mainly recommended for the Rain-fed cotton ecosystems), the
two frontline NBIL products, have proved themselves to be second to
none. Besides, all our pipeline products, whether NBC-51 for the North,
or NBC-4, NBC-10 and NBC-11 for the Central and South Zone, all have
been found to be significantly superior in the respective State
Agricultural University trials, in the states of Punjab, Haryana,
Rajasthan, MP, Gujarat, Maharashtra, AP and Karnataka.
Similarly in Maize, NBIL's Singhum (NMH-02) was launched in 2011,
after comprehensive trials and testing. True to its name, performance
in the Full Season segment, Bihar in particular, has been outstanding.
In Maize, our major focus continues to be in the Full Season maturity
segment hybrids (Single Cross/Modified Single Cross), which are
responsive to high input management, tolerance to major foliar diseases
and have wider adaptability. Such hybrids would show superior
performance across the states of Karnataka, AP, MH and Bihar.
Similarly, we are also developing very competitive hybrids for the
Medium Maturity as well as Early Duration hybrids.
Our recent R&D Bajra products, appropriately named Big-B (NBC-1188) has
been ranked among the top-selling Bajra products sold in Rajasthan, the
hot-bed of Bajra competitors. In fact, Big-B has become a house-hold
name among the Bajra dealers, distributors and farmers of Rajasthan. It
has acquired the status of 'One of the Top Five' bajra hybrids in
the state of Rajasthan, the largest bajra growing state in the country.
Another Bajra hybrid (NBH-1717) is gathering momentum and speed in the
state of Maharashtra.
Rice remains our major crop and obviously involves very intensive R&D
activities. In addition to a very large (12 acres) Research Farm at
Medchal (near Hyderabad), we have two other Rice
Exclusive R&D Centres, located at Faizabad (UP) and Purnia (Bihar). In
both these states, we have two additional sub-centres located at
Hazaribagh (Bihar) and Aligarh (UP).
To summarize, your company is constantly endeavoring to invest time,
energy and money in Research and Development efforts to create high
yield products to benefit the farming community at large.
INTERNATIONAL COLLABORATIONS:
Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd.,
had signed agreement for R&D collaboration and commercialization
thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes
of trans-boundary regulations, in accordance to the provisions of the
Cartgena Protocol, have been followed strictly for transfer of
Fusion-Bt. Embedded cotton seeds.
PhilFIDA (Fibre Crops Development Authority, under Govt of The
Philippines) is directly coordinating with NBIL-GTL of India, in view
of our track record and scientific competence in pursuing the Fusion-Bt
Technology approval process in India.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided
as a separate section in this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2014-15.
DEPOSITS
Your company has not accepted any fixed deposits during the year under
review.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise
wide risk management framework; and (b) Overseeing that all the risks
that the organization faces such as strategic, financial, credit,
market, liquidity, security, property, IT, legal, regulatory, reputati
-onal and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing
those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mr. Nandkishor Kagliwal, Director retires by rotation and being
eligible offers himself for re- appointment. Pursuant to Clause 49 of
the Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges. The Company has devised a
Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for
performance evaluation of the non-executive directors and executive
directors.
AUDITORS
At the Annual General Meeting held on July 5th 2014, M/s Gautam N
Associates, Chartered Accountants, Aurangabad were appointed as the
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2018. In
terms of the first proviso to Section 139 of the Companies Act 2013,
the appointment of the Auditors shall be placed for ratification at
every Annual general Meeting. Accordingly, The appointment of M/s
Gautam N Associates, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, The Company has received a certificate from the Auditors to the
effect that if they are re-appointed, it would be in accordance with
the provisions of section 141 of the Companies Act 2013.
AUDITORS' REPORT
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
M/s Neha P Agrawal, Practising Company Secretary has been appointed as
the secretarial Auditor of the Company for the financial year 2015-16
as required under Section 204 of the Companies Act 2013 and Rules
thereunder. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure IV to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee, the
stakeholders' relationship committee, the nomination & remuneration
committee, the corporate social responsibility committee, risk
Management Committee, & whistle blower committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The
Composition of the Committees and compliances, as per the applicable
provisions of the Act and Rules are as follows:
Committee Committee
Audit Committee K. G Iyer-Chairman Hitesh Purohit, Satish
Kagliwal
Stakeholders' K. G Iyer-Chairman Hitesh Purohit,Satish
Relationship Kagliwal
Committee
Nomination and K.G Iyer-Chairperson Hitesh Purohit,
Remuneration Nandkishor Kagiwal
Committee
Corporate Social Nandkishor Kagliwal- Chairperson Hitesh
Responsibility Purohit K. G. Iyer
Committee
Committee
Audit Committee - All recommendations made by the Audit
Committee during the year were accepted
by the Board.
- In accordance with the requirements of the
Listing Agreement, The Company has
formulated policies on related party
transactions.
Stakeholders' - The Committee reviews and ensures
Relationship redressal of investor grievances.
Committee
- The Committee noted that all the
grievances of the investors have been
resolved during the year.
Nomination and - To formulate the criteria for
Remuneration determining qualifications, positive
Committee attributes and independence of a
Director, and recommend to the Board a
policy, relating to the remuneration for
the Directors, key managerial personnel
and other employees.
- To carry out evaluation of every Director's
performance.
Corporate Social - The Board has laid out the Company's policy
Responsibility on CSR and the CSR activities of the Company
Committee are carried out as per instructions of the
committee.
- The Financial Data pertaining to the
Company's CSR activites for
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the standalone financial statement (Please refer to Note
13, 14, 15 and 37 to the standalone financial statement).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act,
2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 as at 31st March, 2015
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operation efficiently.
vi. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure V to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
VI to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH BIOGENES (INDIA) LIMITED continue to work with
great dedication and commitment. The Board desires to place on record its
appreciation to all the employees of 1 company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
30th May 2015
Registered Office:
Nath House,
Nath Road, Chairman Managing Director
Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal
DIN: 01691691 DIN: 00119601
Mar 31, 2013
The Directors are pleased to present the 19th Annual Report together
with the Audited Accounts of your Company for the financial year ended
31st March 2013.
FINANCIAL RESULTS (Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS 2012-13 2011-12
No
1. Sales 13770.29 12391.53
2. Profit before Interest & Depreciation 1697.91
3. Interest 367.29 180.63
4. Depreciation 450.98 470.00
5. Profit Before Tax & Extra-ordinary items 1229.61 1047.28
6. Tax Provision (Net of Deferred Tax) (55.04) (12.56)
7. Profit After Tax 1174.56 1059.84
8. Extra-Ordinary Items 0 139.78
9. Profit available for Appropriation 1174.56 920.06
10 Balance carried to Balance Sheet 1174.56 920.06
FINANCIAL HIGHLIGHTS AND OPERATIONS
Income from operations during the financial year ended 31st March 2013
was at Rs 13770.29 Lacs as against Rs 12391.53 Lacs representing an
increase of approximately 11% over the previous year. Profit after Tax
for the year under review amounted to Rs 1174.56 Lacs as against Rs
1059.84 Lacs in the previous year representing an increase of 10.82%.
The increase in profits during the year under review was on account of
improved product mix, operational efficiencies resulting in increased
sales, reduction in input & interest costs.
NEW PRODUCTS
Technological up-gradation remains a continual process at the NBIL, in
cotton, for example, in addition to stacking GM traits for bollworm
protection, we are on the constant lookout for novel germplasm
resources for imparting / enhancing resistance / tolerance against some
of the notorious sucking pests, as also dehydration-stress (drought).
Big Boll size ( for reduced labor and ease in picking) and excellent
re-flushing abilities are the additional novelties ( our new Bt- Cotton
products ( for Central and South Zone) are almost invariably carrying).
Jagannath-2 (mainly for irrigated high-management areas) as well as
Arjun-21 ( mainly recommended for the Rain-fed cotton ecosystems), the
two frontline NBIL products, have proved themselves to be second to
non.
Our recent R & D Bajra product, appropriately named Big-B (NBC-1188)
has been ranked among the top three Bajra products sold in Rajasthan
(2012) , the hot-bed of Bajra competitors, Local news papers are full
of praise for the "Dark Horse" Big-B that emerged from the lower
ranks last year (2011) to occupy a prestigious position in 2012.
Similarly in Maize after comprehensive trials and testing, NBIL''s
Singhum (NMH-02) was launched in 2011, true to its name, performance in
the Full Season segment, Bihar in particular, has been outstanding. Two
more single-cross hybrids (NMH-1008 and NMH-1007) are currently under
intensive multi-location testing.
Rice remains our major crop and obviously involves very intensive R & D
activities. "Tehelka" is new R & D product.
RESEARCH AND DEVELOPMENT
The company continues to provide substantial financial allocations to
further strengthen its R & D programs. In fact, intensification of our
R & D infrastructure ( men and materials, all over the country) was the
largest in any single financial year (2011 - 12), thus far. The
competitive environment in the area of hybrid seeds is rapidly growing
worldwide, so also in our country as well.
It is no longer good enough to offer high yielding hybrid varieties to
the Indian Farmers. It is now becoming a mandatory requirement that
such hybrids carry additional built-in value through seed embedded
technologies / genes providing durable protection against specific
diseases, pests and vagaries of nature ( floors/ drought / heat stress
etc.).
Seeds endowed with multiple value additions, in addition to high yield
potential, are much in demand and eagerly sought after by the modern
Indian Farmers. At NBIL, your Company has undertaken specific
initiatives of reaching out even to the rain-fed and largely un-reached
farmers. This is in congruence with our national priorities and
commitments, as also in harmony with finding newer areas of
opportunities for business. NBIL is pursuing both Genetic Engineering
Technologies as well as Molecular-Aided Selection systems to enrich our
crop breeding and product development programs.
INTERNATIONAL R&D COLLABORATIONS:
Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd.,
have signed agreements for R & D collaboration and commercialization
thereof, of Fusion-Bt. Cotton technology, with specific partners in
Pakistan and Philippines. Due processes of trans-boundary regulations,
in accordance to the provisions of the Cartgena Protocol, have been
followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.
During 2011 permission was granted, by the Government of Pakistan for
conducting Large Scale Trial of some of the NBIL Bt. Cotton hybrids in
Pakistan.
Based on the impressive results of trial, the Bio-safety Authority of
the Philippines have granted permission for Multi Location Trials to be
conducted in 2012-13. These MLTs are currently in progress in Southern
Philippines.
DIRECTORS
During the year Mr. Kashinath Iyer & Mr. Hitesh Purohit have been
appointed as the Independent directors of the company.
Mr. Akash Kagliwal has resigned from the Board of Directors of the
company during the year & the Board acknowledges his contribution to
the group.
Mr. Hitesh Purohit, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, the management Discussion and Analysis Report, is annexed to
this Report and forms part of this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as stipulated under Clause
49 of Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business, it is necessary for the
Company to plough back its profits into the business, and hence the
Directors have not recommended any dividend for the financial year
2012-13.
SUBSIDIARIES
There is one subsidiary company as on 31st March, 2013. The financial
details of the subsidiary companies as well as the extent of holding
therein are provided in a separate section of this Annual Report.
The Ministry of Corporate Affairs has, vide General Circular No. 2/2011
dated 8th February, 2011, granted general exemption for not attaching
the annual accounts of the subsidiary companies with the annual
accounts of holding company. However, these documents shall be made
available upon request by any member of the Company interested in
obtaining the same and shall also be kept for inspection at the
Registered Office of your Company and that of Subsidiary Companies
concerned. Further, the financial data of the Subsidiary Companies has
been furnished along with the statement pursuant to Section 212 of the
Companies Act, 1956 forming part of this Annual Report.
PUBLIC DEPOSITS
Your company has not accepted any fixed deposits during the year under
review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
Information as required in terms of the provisions of Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 in
respect of conservation of energy, technology absorption and foreign
exchange Earnings and outgo is as follows;
CONSERVATION OF ENERGY:
The Company has taken necessary measures to achieve economy in
consumption of energy. TECHNOLOGY ABSORPTION & RESEARCH AND
DEVELOPMENT:
Your Company is intensely research driven & has one of the best
collections of talent & germ plasm pool in the industry. Your Company
is continuously developing seeds for better resistance to pests,
diseases & moisture stress for higher productivity.
Expenditure on R & D Rs. 9,06,93,877
AUDITORS
M/s Gautam N Associates, Chartered Accountants, Aurangabad Statutory
Auditors of the Company, will retire at the conclusion of the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-appointment as statutory auditors for the financial year 2013-14.
The Company has received a letter dated April 1, 2013 from them to the
effect that their re- appointment, if made, would be within the limit
prescribed under section 224(1B) of the Companies Act, 1956, and that
they are not disqualified for such re-appointment within the meaning of
Section 226 of the Companies Act, 1956.
The Auditors have vide their letter dated April 22, 2013 also confirmed
that they have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and holds a valid
certificate issued by the peer Review Board of the ICAI.
The Board hereby requests the members to reappoint M/s Gautam N
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The observations of the Auditors, together with the notes to Accounts
referred to in the Auditors'' Report, are self-explanatory and do not
call for any further explanation from the Directors.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures.
ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 as at 31st March, 2013
and of the profits of the company for that period.
iii. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge
and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Financial Institutions,
Banks and other Government departments for their continued assistance
and co-operation extended to your Company during the year under report.
Your Directors also wish to place on record, their appreciation for the
dedicated services of the employees of your Company at all levels.
By order of the Board of Directors
29h May 2013 Chairman Mananging Director
Place: Aurangabad Nandkishor Kagliwal Satish Kagliwal