| Dear Members,
Your Directors are pleased to present the TWENTY FIRST ANNUAL REPORT of
the company together with the Annual Audited Financial Statements for
the year ended 31st MARCH, 2015.
01] FINANCIAL RESULTS: [In Lacs]
Particulars 2014-15 2013-14
Revenue From Operations (Net) 486.67 576.30
Earnings before Interest,
Depreciation and Tax 65.36 61.19
Less: Finance Costs (30.99) (40.92)
Depreciation (175.93) (41.52)
Add: Other Income 5.49 5.23
Profit / (Loss) Before Tax (136.07) (15.99)
Less: Tax Expense
Net Current Tax - -
Deferred Tax (37.40) (4.03)
Short provision for tax of previous year - -
Profit / (Loss) After Tax (98.67) (11.97)
Balance Brought Forward from Previous Year 110.43 122.39
Balance Carried Forward to BALANCE SHEET 11.76 110.43
02] FINANCIAL PERFORMANCE:
During the year 2014-15, the total income of the Company amounted to
486.67 Lacs as compared to 576.30 Lacs in the previous year. The
economy is showing down trend and simultaneously result of company is
also affected. Further from the year 2014-15 there is a change in
Depreciation of the assets. Because of new applicable rate of the
depreciation, the company showing figures of huge loss before tax. It
is very distressing to note that the reserve was wiped out because of
loss of the company in present year.
03] DIVIDEND:
The company has generated loss for the current year. The Board of
Director did not recommended any dividend..
04] TRANSFER TO RESERVES:
Your directors do not propose to transfer any amount to the general
reserve.
05] EXTRACT OF ANNUAL RETURN:
Pursuant to the requirement under Section 134(3)(a), extract of annual
return in form MGT-9 is appended as Annexure 1 to this report.
06] BOARD MEETINGS:
The Board of Directors met Seven (7) times during the financial year.
The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.
The dates of meeting are as under
27/05/2014 29/05/2014 31/07/2014 05/09/2014
11/11/2014 05/01/2015 10/02/2015
07] DIRECTORS:
There is a material change in the Board of Directors. Mr. Bharat
Trambaklal Shah (Din 00167314) and Mr. Shashikant Bhalodi (Din :
00167298) (Independent Director) have resigned from the post of
Director w.e.f 05th September 2014.
Mr.Mansukhlal Nathabhai Goani (Din 02167809) AND Mr. Kirankumar
Bavanjibhai Govani (Din: 01294557) are appointed as a Independent
Director w.e.f 30th September 2014.
One Women Director Mrs. Mausami Sadaria ( Din: 07046365) was appointed
as an additional Director
Shri Sanjay J. Patel (Din - 01632620) retires by rotation and being
eligible, offers himself for re-appointment.
08] DEPOSIT
The company has not accepted any deposit during the financial year.
09] DECLARATION OF INDEPENDENT DIRECTOR'S:
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.
10] SUBSIDIARIES:
A wholly-owned subsidiary in the name of "Accumax Rings Limited" has
been incorporated in the month of April, 2013. The subsidiary has been
established to focus on the Forged Rings business. Your Company will
thereafter focus on the Agriculture Equipments & Trading business. The
statement containing salient features of the financial statement of the
company's subsidiary in the prescribed form AOC-1 is appended as
Annexure 2 to this report.
11] CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS -
23 on Accounting for Investments in Associates and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited consolidated
financial statement is provided in the Annual Report.
12] DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) 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 end of the financial year ended 31st
March, 2015 and of the Profit/loss of the Company for that year;
(iii) that the Directors had taken proper and sufficient care 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;
(iv) that the Directors have prepared the annual accounts on a going
concern basis;
(v) that the Directors have laid down internal financial controls to be
followed by the Company and that such internal controls are adequate and
are operating effectively; and
(vi) 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.
13] NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors
and their remuneration. The Information about Remuneration Policy is
stated in the Corporate Governance Report.
14] AUDIT COMMITTEE:
Pursuant to the provisions of Section 177 of the Companies Act, 2013
and Clause 49 of the Listing Agreement this company has formed the
audit committee. The Audit Committee of the Board of Directors reviews,
acts and reports to the Board with respect to various auditing and
accounting matters. All the recommendations made by the Audit Committee
were accepted by the Board.
15] VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, comprises of group of
senior executives of the Company. Protected disclosures can be made by
a whistle blower. The policy for the same has been disclosed on the
company website at www.galaxyagrico.com
16] DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN
COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013:
Investments made and Loans given are disclosed under the respective
heads in financial statement. Your Company has not given any Corporate
Guarantees in respect of loans as at 31.03.2015.
17] CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, are disclosed in Note
No. 30 of the Standalone Financial Statements. There is no transaction
of related party which is required to show under format AOC-2 attached
as Annexure - 3
18] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
19] FOREIGN EXCHANGE EARNINGS AND OUTGO: [in lakhs]
Particulars 2014-15 2013-14
Total foreign Exchange
earned 123.70 68.09
Total foreign Exchange
expended 3.68 -
20] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.:
Your Company has given utmost priority for conversation of energy while
making technical selection of machinery and shall continue to do the
same in all the areas in future.
A. Power & Fuel Consumption
Particulars 2014-15 2013-14
(i) Electricity
Units (Numbers) 15,23,250 15,34,470
Total Amount (Rs. in Lakhs) 126.47 138.59
Rate/Unit (Rs.) 8.30 9.03
B. Technology Absorption
The Company has not taken any new technology in particular nor entered
into any technology agreement during the period hence the information
required is not applicable. The technology used by the Company is
indigenously developed and no technology has been imported.
C. Environment
Your company has taken due care so as not to disturb the ecological
balance of the region. The company has also planted a number of trees
in the surrounding area so as to keep the environment pollution-free.
21] RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks in achieving the objectives of the Company. The
internal control systems are commensurate with the nature and size of
the business of the Company.
The company has published its risk management policy in the web site.
The link of the website is www.galaxyagrico.com
22] CORPORATE SOCIAL RESPONSIBILTY:
Since the company does not fall in the criteria mentioned in Section
135(1) of the Companies Act, 2013, the said provisions do not apply to
your company.
23] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOP:
No Equity shares with Differential rights, sweat equities or share
under employee stock option scheme were issued during the year.
24] RESIGNATION OF CS MINAL SHAH (COMPANY SECRETARY)
Company had appointed C.S. Minal Shah bearing membership number 27332
on 28.06.2011 and was holding office upto 03.04.2015. She has tender
her resignation letter and same was accepted by the board on 20.04.2015
and for same to make it effective board has filled form Dir-12.
25] AUDITORS:
Mr. Arun M. Kothari, auditor of the company will retire at the ensuing
Annual General Meeting and is eligible for re-appointment. Mr. Arun M.
Kothari have indicated his willingness to act as such and has confirmed
that his re-appointment, if made, shall be within the limits of Section
141(3)(g) of the Companies Act, 2013 and that he is not disqualified
for re- appointment.
The Auditors' Report does not contain any qualification, reservation or
adverse remark.
26] SECRETARIAL AUDITOR:
The Board has appointed Mr. Piyush Jethva, Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure 4 to this Report.
The clarification on some noting in the secretarial audit report
1. It is a procedural lapse on the part of the Company and no malafied
intention involved.
2. The Company has given intimation to stock exchange but not
displayed it on website.
3. The Company will comply with the requirement soon.
4. The advertisement was published on 09th September 2015. The
dispatch was completed before publication of advertisement.
27] 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, no employees drawing remuneration in
excess of the limits set out in the said rules are provided in the
Annual Report.
28] DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has always believed in providing a safe and harassment free
workplace for every individual working in through various interventions
and practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including
sexual harassment.
The Company has in place a robust policy on prevention of sexual
harassment at workplace. The policy aims at prevention of harassment of
employees as well as contractors and lays down the guidelines for
identification, reporting and prevention of sexual harassment. There is
an Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment and follows the
guidelines provided in the policy. ICC has its presence at corporate
office as well as at site locations. the company has formulated the
Internal Complaints Committee as under
NAME OF DIRECTOR STATUS
Mrs. Mausamiben Sadaria Chairman
Mr. Nathabhai Sadaria Member
Mr. Manoh H. Shah Member
Mr. Sanjay Patel Member
During the year ended 31 March, 2015, the ICC has received no
complaints pertaining to sexual harassment
29] CORPORATE GOVERNANCE:
The Company has been pro-active in following the principles and
practices of good Corporate Governance. The Company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreements with the Stock
Exchanges are complied with in letter and spirit. A certificate
regarding compliance of conditions of corporate governance is appended
to this report.
30] BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
31] APPRECIATION:
Your Directors place on record their sincere appreciation of the
services rendered by the employees of the Company. Your Directors also
place on record their gratitude to Shareholders & Bankers for their
valued support.
For & on behalf of the Board of Directors,
Sd/ Sd/
Nathabhai J. Sadariya Manoj H. Shah
(Managing Director) (Whole Time Director)
Place : Veraval -Shapar
Date : 31/08/2015
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