Enter the first few characters of Company and click 'Go'

Directors Report of Supreme (India) Impex Ltd.

Mar 31, 2016

Dear Members,

The Board of Directors (Board) presents the Annual Report of Supreme (India) Impex Limited together with the audited statement of accounts for the year ended March 31, 2016.

1. Financial results

(Rs,in Lacs)

	Standalone		Consolidated
	2015-2016	2014-2015	2015-2016	2014-2015
Revenue from operations	4,09,29.76!	3,51,64.83!	4,09,65.28	3,51,64.83
Other income	15,31.711	8,87.47!	15,31.71	887.47
Total revenue	4,24,61.47!	3,60,52.30!	4,24,96.99	3,60,52.30
Profit before tax	9,99.95!	10,54.38!	9,99.35	10,45.44
Provision for tax	3,27.87!	3,83.01!	3,27.07	3,82.50
Profit for the year	6,72.08!	6,71.37	6,72.29	6,62.94
Profit available for appropriation	6,72.08!	6,71.38	6,72.29	6,62.94
Balance brought forward	26,30.37	19,87.88	26,48.98	20,14.93
Disposable surplus	33,02.45	26,59.26	33,21.27	2677.88
Appropriations
Proposed dividend	24.44	24.44	24.44	24.44
Dividend distribution tax (net)	5.64	4.46	5.64	4.46
Balance carried forward	32,72.38	26,30.37	32,91.20	26,48.98

2. Performance

During the year under review, on standalone basis, the Company has achieved gross sales of Rs. 40929.76 Lacs, showing a growth of 16% compared to the previous year. The Profit After Tax has stood at Rs. 672.08 Lacs as compared to Rs.671.37 Lacs in the previous year and the EPS has stood at Rs. 13.75.

During the year under review, on consolidated basis, the Company has achieved gross sales of Rs. 40965.28 Lacs, showing a growth of 16% compared to the previous year. The Profit After Tax has stood at Rs. 999.35 and the EPS stood at Rs.13.76.

3. Dividend

Your Directors are pleased to recommend a dividend of 5% (Rs. 0.5 per equity share of Rs. 10 each) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES:

No amount is transferred from profit & loss account to any reserve account.

5. SHARE CAPITAL:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. INITIAL PUBLIC OFFER

The Company has not made Initial Public Offer of securities during the year under review.

6. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-I".

7. DIRECT0RS& KEY MANAGERIAL PERSONNEL:

a) APPOINTMENT:

Mr. Shaunak Soni was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 01.09.2015.

b) Cessation:

Ms. Deepika Karnani has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 31.08.2015.

c) Director Retire by Rotation:

Mrs. Saritadevi Jugalkishor Jhawar will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer herself for reappointment.

8. BOARD MEETINGS:

The Board of Directors of the company met 15 times during the year 2015-2016. The details of the number of meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As per requirement of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 separate meeting of the independent directors ("Annual Independent Directors Meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

11. COMPANY''S POLICY ON DIRECTRS'' APPOINTMENT AND REMUNERATION:

Nomination and Remuneration Committee has formulated a policy relating to remuneration of directors and other employees which has been approved by the Board. The remuneration policy and the criteria for determining qualification, position attributes and independence of a director are stated in the Corporate Governance Report.

12. AUDITORS:

A. Statutory Auditors:

M/s. Soni Surana & Company, Chartered Accountants retires at the conclusion of ensuing Annual general meeting and had confirmed their eligibility for the reappointment and willingness to accept office, if reappointed

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. the cost audit records maintained by the Company in respect of its textiles products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Bikram Jain & Associates, Cost Accountants, to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) plus service tax and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/ Bikram Jain &Associates, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

C. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M.D. Baid & Associates, Company Secretaries in Practice to undertake the Secretarial Audit for FY 2015-16of the company. The Secretarial Audit Report is annexed herewith as "Annexure -II".

13. AUDITOR''S REMARK:

The observations made in the Auditor''s Report & Secretarial Audit Report are self-explanatory and do not require further explanation.

14. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members

a. Mr. Vikas Chordia

b. Mr. Ajay Dalmia

c. Mr. Tansukhraj Jain

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been posted on the website of the company http://www.supremeexports.com

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in "Notes to the Financial Statement".

16. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provision of Section 188 of the Companies Act, 2013. Thus disclosure in Form - AOC2 is not required. There were no materially significant related parties'' transaction during the financial year with promoters and directors which were in conflict with the interest of the Company. Suitable disclosure as required by Accounting Standard has been made in the notes to the Financial Statements.

All related party Transactions are placed before the Audit Committee as also to the Board of Directors'' for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.

17. SUBSIDIARIES AND JOINT VENTURES: SUBSIDIARIES:

The Company has one subsidiary company viz. Utility Agrotech Industries Private Limited Utility Agrotech Industries Private Limited is wholly owned subsidiary company of your company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and Rules made there under a statement containing the salient features of the financial statement of its subsidiaries in the format prescribed in Form AOC-1 is attached to the financial statements. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company.

18. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

19. PUBLIC DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act is as under:

(a) Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: None

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-III".

21. MATERIAL CHANGES:

There is no material changes and commitment affecting the financial position of the company occurred between the end of the Financial Year to which this report relates and the date of the report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has developed and implemented any Corporate Social Responsibility Policy and detail of same is given in Annexure - IV.

The Company will spend its unspent CSR Expenditure of ''.15,85,231/- in the coming year as per its CSR policy.

24. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

25. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource baseband nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

26. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations with effect from December 1, 2015. Accordingly, all listed entities were required to enter in to the Listing Agreement within six months from the effective date. The company entered into Listing Agreement with the BSE Limited.

Your Company has paid the listing fees as payable to the BSE Limited for the financial year 2016-17 on time.

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

Your directors reaffirm that the Company has complied with the corporate governance norms as stipulated under the provisions of the listing agreement entered into with the BSE and prescribed by the Securities and Exchange Board of India (SEBI).

A Certificate from Practicing Chartered Accountant confirming compliance to the corporate governance requirements by the Company is attached to this report. A detailed report on corporate governance as stipulated in Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Annual Report.

The Management Discussion and Analysis Report covering the matters listed in Regulation 34(2) (e) of the SEBI (LODR), 2015, for the year under review is given as a separate statement in the Annual Report.

28. PREVENTION OF INSIDER TRADING

The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the company. The code requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sales of company''s shares by the Directors and designated employees by in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The compliance officer is responsible for implementation of the code. All Board of Directors and designated employees have confirmed compliances with the code.

29. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the financial year, the board of directors has adopted a formal mechanism for the evaluation of its performance as well as that of various committees, individual directors and senior executives. The evaluation exercise was carried out through structured process covering various aspects of board such as composition of board/ committees, experience, competencies and performance of duties. The whole feedback was discussed in the Nomination and remuneration Committee and everything was found satisfactory.

30. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained adequate measures for internal financial control for the year ended 31st March, 2016.

31. PARTICULARS OF EMPLOYEES:

The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2016 is given in the separate "Annexure-V" of this Report.

32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, ROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off the financial year 201516:

No. of Complaints received: Nil No. of Complaints disposed off: Nil

33. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Supreme (India) Impex Limited

Jugal Kishore Jhawar Saritadevi Jhawar

Managing Director Director

(DIN NO.00121630) (DIN NO.00473794)

Place : Surat,

Date : 27th August, 2016

Registered Office:

Plot No.823/2, Road No.8,

Gidc, Sachin,Surat-394230 (Gujarat)

CIN: L51100GJ1995PLC026968

Tel. No.:-261-2399355/56/3105483

E-mail id.:-[email protected]

Website:-www.supremeexports.com

Mar 31, 2015

The Members,

The Directors have pleasure in presenting 20th Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Highlights of Financial Results for the financial year 2014-2015 are as under:

(Amount in Lacs)

Particulars	Standalone		Consolidated
	2014-2015	2013-2014	2014-2015	2013-2014
Business Operations	35934.26	34175.73	35164.83	34242.27
Other Income	118.03	147.12	887.47	147.13
Total Income	36052.30	34322.85	36052.30	34389.40
Profit before Finance Cost, Depreciation, Impairment and Amortization and Tax Expense (PBIDT)	3514.91	2280.20	3510.68	2309.87
Less: Depreciation, Impairment and Amortization	235.23	70.78	239.91	71.02
Profit Before Finance Costs and Tax Expense (PBIT)	3279.68	2209.42	3270.77	2238.85
Less: Finance Costs	2225.30	1460.85	2225.32	1462.15
Profit Before Tax	1054.38	748.57	1045.45	776.70
Less: Tax Expense	383.01	235.92	382.50	236.99
Profit After Tax	671.37	512.65	662.94	539.70
Proposed Dividend	24.44	17.88	24.44	17.88
Tax on Dividend	4.46	2.90	4.46	2.90
Profit After Tax and dividend	642.48	491.88	634.04	518.92
Add: Balance Brought forward from previous year	1987.88	1496.00	2014.93	1496.01
Balance carried forward to next year	2630.37	1987.88	2648.98	2014.93
Earnings per share (Basic)	18.67	14.34	18.43	15.10
Earnings per Share(Diluted)	18.67	14.19	18.43	15.24

2. TRANSFER TO RESERVES:

No amount is transferred from profit & loss account to any reserve account.

3. OPERATION:

During the year under review, On standalone basis, the Company has achieved gross sales ofRs. 35934.26 Lacs, showing a growth of 5.15% compared to the previous year. The PBIDT increased by 54.15% to Rs.3514.91 Lacs and the Profit Before Tax increased by 40.85% to Rs.1054.38 Lacs. The Profit After Tax has increased by 20.43% to Rs.671.37 Lacs as compared to Rs.512.65 Lacs in the previous year and the EPS has increased from Rs. 14.34 in the previous year to Rs. 18.67.

During the year under review, on consolidated basis, the Company has achieved gross sales of Rs. 35164.83 Lacs, showing a growth of 2.70% compared to the previous year. The PBIDT increased by 51.99% to Rs.3510.68 Lacs and the Profit Before Tax increased by 34.60% to Rs.1045.45 Lacs. The Profit After Tax has increased by 22.83% to Rs.662.94 Lacs as compared to Rs.539.70 Lacs in the previous year and the EPS has increased from Rs.15.10 in the previous year to Rs. 18.43.

4. DIVIDEND:

Your Directors are pleased to recommend a dividend of 5% (Rs. 0.5 per equity share of Rs. 10 each) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was Rs. 4,88,73,190.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. INITIAL PUBLIC OFFER

THE Company has issued 1312000 shares through IPO.

6. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure-1â.

7. DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made there under, read with Schedule IV to the Companies Act,

2013. The Company has appointed Mr. Tansukhraj Lalchand Jain, Mr. Ajay Buddhiprakash Dalmia and Mr. Vikas Chordia as Independent Director of the Company with effect from 19^th August, 2014 to hold office as Independent Directors.

The Board had, at its meeting held on 17^thSeptember, 2014, appointed the following persons as Whole-time Key Managerial Personnel:

- Mr. Rajesh Avat Ram Jivanani - Chief Financial Officer

- Mrs. Deepika Karnani - Company Secretary

b) Director Retire by Rotation:

Mrs. Bhanwaridevi Chhaganlal Jhawar will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer herself for reappointment.

8. BOARD MEETINGS:

The Board of Directors of the company met 19 times during the year 2014-2015. The details of the various Board Meetings are provided hereunder:_

Sr. No.	Name of Directors	Date of Board Meetings
		08.04.2014	20.04.2014	28.05.2014	07.06.2014	17.07.2014
1	Jugal Kishore Jhawar	Y	Y	Y	Y	Y
2	Tansukhraj Jain	NA	NA	NA	NA	NA
3	Saritadevi Jhawar	Y	Y	Y	Y	Y
4	Bhanwaridevi Jhawar	Y	Y	Y	Y	Y
5	Ajay Dalmia	NA	NA	NA	NA	NA
6	Vikas Chordia	NA	NA	NA	NA	NA

Sr. No.	Name of Directors	Date of Board Meetings
		28.07.2014	20.08.2014	23.08.2014	05.09.2014	17.09.2014
1	Jugal Kishore Jhawar	Y	Y	Y	Y	Y
2	Tansukhraj Jain	NA	A	A	A	A
3	Saritadevi Jhawar	Y	Y	Y	Y	Y
4	Bhanwaridevi Jhawar	Y	Y	Y	Y	Y
5	Ajay Dalmia	NA	A	A	A	A
6	Vikas Chordia	NA	A	A	A	A

Sr. No.	Name of Directors	Date of Board Meetings
		10.10.2014	13.10.2014	19.11.2014	28.01.2015	29.01.2015
1	Jugal Kishore Jhawar	Y	Y	Y	Y	Y
2	Tansukhraj Jain	A	A	A	Y	A
3	Saritadevi Jhawar	Y	Y	Y	Y	Y
4	Bhanwaridevi Jhawar	Y	Y	Y	Y	Y
5	Ajay Dalmia	A	A	A	Y	A
6	Vikas Chordia	A	A	A	Y	A

Sr. No.	Name of Directors	Date of Board Meetings
		10.02.2015	20.02.2015	12.03.2015	25.03.2015
1	Jugal Kishore Jhawar	Y	Y	Y	Y
2	Tansukhraj Jain	A	A	A	A
3	Saritadevi Jhawar	Y	Y	Y	Y
4	Bhanwaridevi Jhawar	Y	Y	Y	Y
5	Ajay Dalmia	A	A	A	A
6	Vikas Chordia	A	A	A	A

Y stands for âAttended'', A stands for âAbsentâ and L stands for âLeave granted''

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received declaration pursuant to Section 149(6) of Companies Act, 2013 from all independent directors.

11. COMPANYâS POLICY ON DIRECTRSâ APPOINTMENT AND REMUNERATION:

12. AUDITORS:

A. Statutory Auditors:

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. the cost audit records maintained by the Company in respect of its textiles products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Bikram Jain & Associates, Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 30,000/- ( Rupees Thirty Thousand Only ) plus service tax and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/ Bikram Jain &Associates , Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

C. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M.D. Baid & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit for FY 2014-15 of the company. The Secretarial Audit Report is annexed herewith as âAnnexure -IIâ.

13. AUDITORâS REMARK:

The observations made in the Auditor''s Report & Secretarial Audit Report are self-explanatory and do not require further explanation. There was no adverse remark in audit report.

14. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members

a. Mr. Vikas Chordia

b. Mr. Ajay Dalmia

c. Mr. Tansukhraj Jain

The above composition of the Audit Committee consists of independent Directors.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

15. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in âNotes to the Financial Statementâ.

16. RELATED PARTY TRANSACTIONS:

17. SUBSIDIARIES AND JOINT VENTURES: SUBSIDIARIES:

The Company has one subsidiary company viz. Utility Agrotech Industries Private Limited

Utility Agrotech Industries Private Limited is wholly owned subsidiary company of your company.

18. CONSOLIDATED FINANCIAL STATEMENTS:

19. PUBLIC DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act is as under:

(a) Accepted during the year:

(b) Remained unpaid or unclaimed as at the end of the year: None

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None

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

21. MATERIAL CHANGES:

There is no material changes and commitment affecting the financial position of the company occurred between the end of the Financial Year to which this report relates and the date of the report.

22. LISTED ON âEMERGEâ NSE SME PLATFORM:

The equity shares of company are listed on âEmergeâ NSE SME platform on 31st march 2015. The National Stock Exchange Of India Limited issued certificates vide certificate No. 407683.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has developed and implemented any Corporate Social Responsibility Policy and detail of same is given in Annexure - IV.

25. EMPLOYEE RELATIONS:

26. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 52 of The SME Listing Agreement are complied with. As per Clause 52 of the SME Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report as âAnnexure-Vâ.

28. RISK MANAGEMENT POLICY:

An effective Risk Management Framework is put in place by the Company in order to analyze, control or mitigate risk. The board periodically reviews the risks and suggests steps to be taken to control the same.

29. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

30. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained adequate measures for internal financial control for the year ended 31^st March, 2015.

31. PARTICULARS OF EMPLOYEES:

The Company does not have any employee drawing salary as stipulated under provisions of rule 5(2) of chapter XIII, the companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, ROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil