DIRECTOR S REPORT Dear Share Holders, Your Directors have the pleasure in presenting their 21st Annual Report together with Audited Accounts of the Company for the year ended 31st March 2015 ii) Distillery The Distillery has produced 8368611 cases of Malta , 1074 cases of Sofia .8115 cases of Marshall under Country liquor category. The brands of the distillery i.e. Malta, Sofia, Ginn and Marshal, of 50 Degree proof continue to be well accepted by the people and have become popular brands in the State of Haryana. During the year company entered into the field of Indian Made Foreign Liquor (IMFL) category & has received tremendous response from market. The distillery has also produced 6649 cases of Blue Heaven, Indian Made Foreign Liquor (IMFL) category. The distillery division has achieved a turnover & other income of Rs. 22996.41 lacs. The company has also produced 11949.09 quintals of C02 gas and has recorded a turnover of Rs 40.84 Lacs, which is included in the turn over of distillery. Share Capital During the period under review the company has come out with a issue of Bonus Shares in the ratio of 1:1 as a result the Authorized & Paid up capital was increased. The credit for the shares in respective demat accounts & dispatch of share certificates has already been completed in the month of April 2015. The company has not issued any sweat equity, ESOP and/or convertible debenture during the year. Dividend Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31. 2015. to conserve the cash resources for modernization & up gradation of sugar mill and to achieve Zero Liquid discharge in Distillery Unit. Directors & Key Managerial Personnel Sh. Jai Parkash Kaushik, Director of the Company retire by rotation and is eligible for reappointment. During the year, the Board of Directors of the company at its meeting held on 31.03.2015 has appointed Ms Bhawana Gupta as Additional Director of the company under the provisions of section 149 and 152 of Companies Act 2013. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an Independent director under section 149 (6) of the Companies Act 2013 as well as clause 49 of the Listing Agreement. Board Meetings During the year under review 6 (six) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report. Board evolution In a separate meeting of independent Directors, performance of non-independent directors, performance of Board as a whole and performance of Chairman was evaluated. Based on such report of the meeting of independent Directors and taking into account the views of executive director and non executive director the Board had evaluated its performance on various perimeters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each directors etc. Deposits Your company has not accepted any deposits from the public during the year. Risk Management Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them. Auditors & Audit report Statutory Auditors M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of'this Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Jain & Associates, Chartered Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General Meeting. The company has received letter from M/s. Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment. The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call for any further comments. Secretarial Audit Pursua'nt to the provisions of section 204 of the Companies Act. 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Kanwaljit Singh . Practising Company Secretary, as Secretarial Auditors of.your company for the financial year 2014-2015. The Secretarial Audit report for the financial year 2014-15 is annexed to this report as Annexure-A Cost Auditors The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal. Cost Accountant for the financial year 2014-2015 to cost audit for its Sugar & Distillery unit. Consolidated Financial Statement As required under the Listing Agreement & in accordance with the Accounting Standard (AS)-21 on consolidated Financial Statements read with AS-23 on accounting for investments in Associates, the Audited consolidated financial statement is provided in the Annual report. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo: As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per Annexure B. Subsidiary Detail of subsidiary Company M/s Clearvision Media India (P) Ltd has not commenced any commercial operations during the year under review. Details of the subsidiary as per first provisio to section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 are attached to this report on AOC-1 as Annexure C. During the year, the company formed a subsidiary M/S Piccadily Agro Limited, in United Kingdom & has not Commenced any Commercial operation. Details given in Annexure. C In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the balance sheet of company However financial information <jf the subsidiary companies is disclosed in the Annual report in compliance with the said circular. The company will provide a copy of separate Annual accounts in respect of subsidiarylo any shareholder of the company who ask for it and the said annual accounts will also be kept open for inspection at the registered office •of the company and that of the respective subsidiary companies Contracts or Arrangements with related Parties Particulars of contracts /arrangements entered into by the company with related parties refened to in sub-section (1) of section 188 of the Companies Act 2013 were in ordinary course of business and on arms length basis are provided to this report in Form no. AOC-2 as per Annexure-D Particulars of Loans, Gurantees and Investments Details of Loans. Guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Internal Controls The company's internal Control system is commensurate with its size, scale and complexities of its operations. The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control , system and suggests improvements to stregthen the same. It also reviews the quarterly Internal Audit reports Remuneration Policy. The Board has. on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors. Senior Managment and their remuneration. High lights of remuneration policy are stated in the corporate Governance report. Significant and material orders passed by the Regulators / 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 operation. Howerver in line with the requirement of clause 36 of the Listing Agreement read with guidance note issued by the Stock Exchange, the company has reported all the major cases/litigation matters etc from time to time to the Stock exchanges. Extract of Annual Return The details forming part of the extract of the Annual return is given in Annexure -E of this report. Corporate Social Responsibility Your company has transferred necessary funds to M/s Pt. Kedar Nath Sharma Hospital & Charitable Trust for undertaking CSR activities. CSR Details are given in Annexure -F Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules thereto, a Corporate Social Responsibility committee of the Board has been constituted to monitor CSR activities. Corporate Governance & Policies Pursuant to clause 49 of the listing Agreement wilt BSE Ltd (BSE), Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the. Annual Report as per Annexure G. Your board has in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has adopted new policies such as Related Party Transaction, Corporate Social Responsibility Policy. Whistle Blower and Vigil Mechanism policy. These policies are available on the website of the company and can be viewed on www. picagro.com <http://picagro.com>. Your board has in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee. Stakeholders relationship Committee & Business risk Management Committee. Particulars of Employees The information required pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the company, will be provided on request, in terms of section 136 of the Act, the reports 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 bussiness hours on working days of the company up to date ensuing Annual General Meeting , if any member is interested in inspecting the same, such member may write to the Company Secretary in advance. Director's Responsibility Statement Pursuant to section 134(3}(c) and Section 134(5) of the Companies Act 2013, your Directors hereby report that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for that period. c. The Directors had 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. The Directors had prepared the Annual Account on ongoing concern basis, and e. The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. 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. Acknowledgement Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial institutions. Banks, Suppliers, Customers, farmers and all other concerned with the Company during the year under review. For Piccadily Agro Industries Limited (Akhil Dada) ' Chairman DIN No. 02321706 (Harvinder Chopra) Managing Director DIN No. 00129891 Date : 30/5/2015 Place : Gurgaon |