Annual Report 2016-17
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K.P.R. AGROCHEM LIMITED CIN: U24129AP2007PLC052216 11th ANNUAL REPORT 2016-2017 Regd. Office. 8-256, Tata Nagar, Balabhadrapuram – 533343 East Godavari Dist., Andhra Pradesh Board of Directors Mr. Kovvuri Papa Reddy Whole Time Director & Chairman, DIN: 01375140 Mr. Karri Venkata Mukunda Reddy Managing Director, DIN: 01574312 Mr. Kovvuri Rajasekhar Reddy Whole Time Director & Executive Director, DIN: 01808276 Dr. R. Srinivasan Independent Director DIN: 00003968 Ms. Jyothi Prasad Independent Director DIN: 06947488 Mr. Gannamani Venkateswara Rao Independent Director, Additional Director DIN: 00624612 Mrs. Padmaja Nandigana Independent (Woman) Director, Additional Director DIN: 07449642 Mr. W. Murali Krishna Independent Director, DIN: 01271559 Key Managerial Personnel: Mr. P. Narayana Rao, Company Secretary FCS 943 Mr. B. Sathyanarayana Reddy Chief Financial Officer Registered Office: Works 8-256, Tata Nagar Unit – 1 BALABHADRAPURAM – 533 343, R S.No. 24/2, Nallamilli Road, East Godavari District BICCAVOLU – 533 343 Andhra Pradesh East Godavari District Ph. 0 8857 237367 Andhra Pradesh Website: www.kpragrochem.com Works Unit -2 : Unit – 3 : Dr. No. 8-256, Tata Nagar Sy.No.108 & 109 Balabhadrapuram-533 343 Halvarthy Village – 583 281 East Godavari District Koppal Tq & District Andhra Pradesh Karnataka AUDITORS COST AUDITORS M/S MM Reddy & Co., CHAITANYA & Co., CHARTERED ACCOUNTANTS Cost Accountants FRN 010371S 16.2.19, Valluri vari st. G-8, Amrutha Ville Apts, Right Wing, Mandapeta 533308 Opp. Yashoda Hospital\ East Godavari Dt. Rajbhavan Road, Andhra Pradesh Somajiguda Hyderabad 500082 BANKERS Registrars & Transfer Agents ANDHRA BANK Karvy Computershare Pvt Ltd. RAYAVARAM 533346 Karvy Selenium Tower B, Plot 31-32, East Godavari Dt. Gachibowli Financial District, Nanakramguda, Andhra Pradesh Hyderabad 500 032 K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216 C o n t e n t s NOTICE of THE 11th ANNUAL GENERAL MEETING of Members of the Company Annexure 11th ANNUAL REPORT of THE BOARD OF DIRECTORS to the Members Annexure INDEPENDENT AUDITORS’ REPORT to THE MEMBERS FY 2016-17 Annexure FINANCIAL STATEMENTS (Stand alone) BALANCE SHEET as at 31.03.2017 PROFIT & LOSS STATEMENT for the Financial year ended 31.03.2017 CASH FLOW STATEMENT for the Financial year ended 31.03.2017 Corporate Information Significant Accounting Policies and Notes on Accounts, FINANCIAL STATEMENTS (Consolidated ) (With Subsidiary, Sri Sai Swarupa Seeds Private Ltd.) BALANCE SHEET as at 31.03.2017 PROFIT & LOSS STATEMENT for the Financial Year ended 31.03.2017 CASH FLOW STATEMENT for the Financial Year ended 31.03.2017 Corporate Information Significant Accounting Policies and Notes on Accounts K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216 Regd Office: 8-256, Tata Nagar, BALABHADRAPURAM 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh, India. NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 11th Annual General Meeting (AGM) of the Members of the Company (K.P.R. Agrochem Limited) will be held on the 29th day of September 2017, Friday at 11-00 A.M at the Registered Office at Door No. 8-256, Tatanagar, Balabhadrapuram 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh to transact the following Business:: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2017, the Statement of Profit & Loss for the financial year ended on that date, other financial statements Report of the Auditors thereon and the Report of Board of Directors for FY 2016-17. 2. To receive , consider and adopt the Consolidated Financial Statements consisting of Audited Balance Sheet of the Company as at 31st March 2017, the Statement of Profit & Loss for the financial year ended on that date, other financial statements(including that of Sri Sai Swarupa Seeds Private Limited , the subsidiary Company) and the Reports of the Auditors and the Board of Directors. 3. To appoint a Director in place of Mr. Kovvuri Rajasekhar Reddy Director, (DIN: 01808276) who retires by rotation under Section 152(6) of the Companies Act, 2013, and being eligible offers himself for reappointment and in this connection to consider and if deemed fit to pass the following Resolution as ordinary resolution: “RESOLVED THAT Mr. Kovvuri Rajasekhar Reddy, having DIN: 01808276, retiring on rotation as Director be and is hereby re appointed as a Director of the Company, without interruption of his tenure as whole time Director and Executive Director of the Company, as approved by Members of the Company in EGM Dt. 31.03.2014 4. To appoint M/s M M Reddy& Co., Chartered Accountants, as Auditors of the Company from the conclusion of this AGM and in this connection to consider and if deemed fit to pass the following Resolution as an ordinary resolution: "Resolved that pursuant to Section 139, Section 142, and other applicable provisions the Companies Act, 2013 and the Rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the appointment of M/s. M. M. Reddy & Co.,, Chartered Accountants (Firm Registration No. 010371S) as Statutory Auditors of the Company to hold office from the conclusion of the 1th Annual General Meeting of the Company to the conclusion of the 15th Annual General Meeting to be held in 2020, on a remuneration as may be agreed upon by the Board of Directors and the Auditors, be and is hereby ratified." SPECIAL BUSINESS: 5. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof, for the time being in force), Mrs. Padmaja Nandigana (DIN: 07449642), who was appointed as an Additional Director under the Independent Category by the Board of Directors of the Company in their circular resolution passed on 21.03.2017 and who holds office as such up to the date of this Annual General Meeting be and is hereby appointed as a Director of the Company.” 6. Appointment of Mrs. Padmaja Nandigana as an Independent Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mrs. Padmaja Nandigana (DIN: 07449642), a non-executive Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from March 21st, 2017 upto March 20th 2022.” 7. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof, for the time being in force), Mr. Gannamani Venkateswara Rao (DIN: 00624612), who was appointed as an Additional Director under the Independent Category by the Board of Directors of the Company in their meeting held on 29.05.2017 and who holds office as such upto the date of this Annual General Meeting be and is hereby appointed as a Director of the Company.” 8. Appointment of Mr. Gannamani Venkateswara Rao as an Independent Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mr. Gannamani Venkateswara Rao (DIN: 00624612), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from May 29th , 2017 upto May 28th, 2022.” 9. To approve remuneration of Cost Auditors of the Company: To consider and if thought fit to pass with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act 2013 read with Companies (Cost Records and Audit ) Rules 2014 the remuneration payable to M/s Chaitanya & Co, Cost Accountants with Registration No. M 28183, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2017-18 amounting to Rs.1,00,000 together with applicable GST thereon as applicable and reimbursement of travelling and out of pocket expenses incurred by them in connection with the aforesaid audit, be and is hereby approved and ratified .” 10. Re-appointment of Mr. Kovvuri Papa Reddy, as Chairman and Whole Time Director: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, consent of the Members be and is hereby accorded for the appointment of Mr.