DIRECTOR'S REPORT To, The Shareholders of Pearl Agriculture Limited 1. Your Directors take pleasure in presenting herewith the Fourth Annual Report together with the Audited Financial statements for the Financial Year ended 31st March, 2015 2. STATE OF COMPANY'S AFFAIRS The Company has achieved a Profit after tax of Rs. 41,28,364/- (Rupees Forty One Lacs Twenty Eight Thousand Three Hundred and Sixty Four Only) from the operations of the Company as compared to a profit after tax of Rs. 9,46,786/- (Rupees Nine Lacs Forty Six Thousand Seven Hundred and Eighty Six Only) earned during the previous financial year. Hence, the focused approach of growing profitable business have resulted in the better performance of the Company at the EBITA level for the year as compared to previous year The Company is involved in the business of trading of agriculture goods & products. With the development of Agricultural industry and liberal policies of the government, the Board of Directors of your Company feels that proposed new activities will help the Company to expand its activities and intensify its area of operations. The Company also intends to grab the opportunities available in this field. 3. DIVIDEND & RESERVES Due to new growth opportunities and insufficient profits your Directors do not recommend any dividend for the year 20142015. During the year under review, no amount was transferred to Reserves. 4. SHARE CAPITAL Sub-Division of Shares Pursuant to the provisions of Section 61 of the Companies Act, 2013, and other applicable provisions, if any, of the Companies Act, 2013, the Memorandum and Articles of Association of the Company and the approval given by members at its Extra-Ordinary General meeting held on 18th July, 2014 for subdivision of equity shares of the Company, each equity share of nominal value of Rs. 10/-(Rupees Ten Only) was sub-divided into 10 (Ten) Equity Shares of nominal value of Re. 1/- (Rupee One Only) each fully paid-up. The record date for the sub-division was 19th August, 2014. The paid up Equity Share Capital of your Company after sub-division of the face value of equity shares is Rs. 216,817,710/- (Rupees Twenty-One Crore Sixty-Eight Lacs Seventeen Thousand Seven Hundred and Ten Only) divided into 216817710 (Twenty One Crore Sixty Eight Lacs Seventeen Thousand Seven Hundred and Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each. 5. DIRECTORS In terms of Section 149 of the Act, the Members, at their meeting held on 30th September 2014, appointed the following as Independent Directors of the Company: . Mr.Manoj Bhatia (w.e.f. 30.09.2014) . Mr.Nitin Chaudhary* (w.e.f. 09.07.2013) In accordance with the provisions of the Companies Act, 2013, Mr. Krishan Khadaria, Director of the Company, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered himself for re-appointment. Mr. Omprakash Bajaj resigned as an Independent Director of the Company w.e.f. 9th January, 2015.The Board has placed on record its deep appreciation for the valuable contribution made by him during his tenure of office. Mrs. Asha Khadaria resigned as Director of the Company w.e.f 13th February, 2015. The Board has placed on record its deep appreciation for the valuable contribution made by him during her tenure of office. Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 30th March, 2015, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 30th March, 2015. The requisite resolution for approval of her appointment as Director is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.The profile of Directors seeking appointment/ re-appointment forms part of the Corporate Governance Report *Nitin Chaudhary was appointed as Additional Director w.e.f 09.0 7.2013 and was duly regularized at the 3rd Annual General Meeting held on 30th September, 2014 as NonExecutive Independent Director. 6. KEY MANAGERIAL PERSONNEL Ms. Prachi Harishkumar Chheda has resigned from the post of Company Secretary of the Company w.e.f. 9th January, 2015. The Board placed on record its deep appreciation for the valuable contribution made by her during her tenure of office. During the year under review, the Company appointed following persons as Key Managerial Personnel: 7. MEETINGS OF THE BOARD During the year under review the details of number of Board Meetings held forms a part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 8. COMMITTEES OF THE BOARD The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: . Audit Committee of Directors . Nomination and Remuneration Committee . Stakeholders Relationship Committee . Risk Management Committee Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarization programmers' for Independent Directors are given in the Report on Corporate Governance. 9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to the requirement of the clause 49 of Listing Agreement with Stock Exchange in India, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as "Annexure A." 10. CORPORATE GOVERNANCE Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report. 11. STATUTORY AUDITORS & AUDITOR'S REPORT Statutory Auditors M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) holds office until the conclusion of ensuing Annual General Meeting (AGM) and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company. Further, your Company has received a written consent and a certificate from M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 201 3 read with Companies (Audit & Auditors) Rules 2014. Hence, the Audit Committee and the Board hereby recommends the appointment of M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 4th Annual General Meeting up to the conclusion of 9th Annual General Meeting subject to ratification by Members every year. 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. 12. SECRETARIAL AUDITOR & AUDITOR'S REPORT The Board has appointed M/s. G.S. BHIDE & ASSOCIATES, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial A udit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure B". The report does not contain any qualification, reservation or adverse remark. 13. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm: a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year ended 31st March, 2015 and of the profit of the company for the year ended on that date. c) That the Directors have 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; d) That the Directors have prepared the annual accounts on a 'going concern basis'; e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 14. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C" to this Report. 15. FIXED DEPOSITS During the year under review, your Company has not accepted any deposits. There are no unclaimed deposits as on date. 16. RELATED PARTY TRANSACTION In all related party transactions that were entered into during the financial year, an endeavour was made consistently that they were on an arm's length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. However, the material related party transactions are accorded for shareholders approval in the ensuing Annual General Meeting. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review. The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.pearl-agriculture.com.The details of the transactions with Related Parties are provided in the accompanying financial statements. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company. 17. NOMINATION & REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy forms part of Corporate Governance Report. 18. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGERIAL PERSONNEL The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website www.pearl-agriculture.com . All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance. 19. GUIDELINES ON INSIDER TRADING The details of the Code of Insider Trading adopted by the Company forms the part of Corporate Governance Report. 20. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. Your Company hereby affirms that no Director/ employee have denied accessing the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy has been posted on the Company's website under the web link <http://www>. pearl-agriculture.com 21. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. 22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. 23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Act. FOREIGN EXCHANGE EARNINGS AND OUTGO During the year under review there has been no foreign exchange outflow/ inflow. 24. PERFORMANCE EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation of Board of Directors (Including Independent Directors), Key Managerial Personnel and committees of the Board on the basis of which they have been evaluated. 25. PARTICULARS OF EMPLOYEES Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 26. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i) Issue of equity shares with differential rights as to dividend, voting or otherwise. ii) The Company does not have any subsidiary, associate and Joint Venture. iii) Issue of shares (including sweat equity shares) to employees of the Company iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future v) No change in nature of business. vi) The Company confirms that it has paid the annual listing fees for the year 201516 to Bombay Stock Exchange. vii) There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report. 27. ACKNOWLEDGEMENT Your Directors express their gratitude to the members, bankers, customers, financial institutions and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company. By and on behalf of the Board for Pearl Agriculture Limited Sd/- Krishan Khadaria Director DIN : 00219096 Sd/- Manoj Bhatia Director DIN : 01953191 Place : Mumbai Date : 14th August, 2015 |