DI RECTORS' REPORT

To

The Members

PARKER AGROCHEM EXPORTS LIMITED

Your Directors take pleasure in presenting the TWENTY SECOND Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2015.

During the year under report, the Company continued to carry on the business of renting of storage tank and trading in commodities including silver. The Company continue to explore opportunities for trading in commodities such as various agriculture commodities, metals and also in gold and silver. 

The turnover of the Company for the year 2014-15 has substantially increased from Rs. 19983.97 Lacs to Rs. 26604.50 Lacs as compared to previous year. Due to this, profit before Depreciation and Tax stands increased to Rs. 91.68 Lacs as compared to profit of Rs. 78.89 lacs in the last year.

After charging Depreciation, the Company has made profit before tax and extra ordinary items of Rs. 43.05 Lacs as compared to profit of Rs. 42.18 Lacs in the last year. After providing for Taxation (mainly, deferred tax liability), the Company has made profit of Rs. 42.50 Lacs as compared to profit of Rs. 30.57 Lacs which has been transferred to Balance Sheet. Thus during the year under report, the Company has been able to improve its working in a significant manner. The Company is hopeful of its continued profitability in the time to come.

SUBS DI ARY COMPANIES JO NT VENTURE COMPANY/ ASSOC ATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

 MATERIAL CHANGES AND COMMITMENT:

During the year there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

 DIVIDEND:

In order to conserve resources, your Directors express their inability to declare any dividend.

TRANSFER TO RESERVE:

Your Directors find it prudent to transfer a sum of Rs. 42.50 Lacs to General Reserve out of profits of the current year.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, the requirement of Key Managerial Personnel was applicable to the Company.

Duri ng the year, Mr. Bharat kumar R. Thakkar was appointed as Chief Financial Officer and Mr. Sunil A. Mulchandani was appointed as Company secretary of the Company w.e.f 1st March, 2015. 

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Sukhdevbhai R Acharya (DIN: 01318814), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as director of the Company.

The Board recommends the re-appointment of Mr. Sukhdevbhai R Acharya (DIN: 01318814) as Director of the Company liable to retire by rot at ion.

DIRECTORS' RESPONSBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Drectors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the Directors had 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 and of the profit or loss of the Company for that period;

3. that 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that 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.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board. The manner in whi ch the evaluation has been carried out has been explained in the Corporate Governance Report.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 4 (Four) times.

DECLARAT ON BY INDEPENDENT DI RECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME

During the year the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

AUDITORS:

M/s. Wadhawan & Co., Chartered Accountants, the existing auditors of the Company were appointed as auditors of the Company at the 21st AGM for holding the office from the conclusion of that 21st AGM till the conclusion of the 26th AGM (Subject to ratification by the members at every subsequent Annual General Meetings).

As per Section 139(1) every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the members of the company at such meeting shall be such as may be prescribed.

It is further provided that the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting. Hence the members are requested to consider the matter of ratification of appointment of Auditors made and also to fix their remuneration. 

AUDITORS' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The observations comments and notes of Auditor are self explanatory and do not call for any further explanation /clarification.

SECRETARI AL 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. Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-1".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act.

AUDI T COMMITTEE:

The Audit Committee consists of the following Directors: 1. Mr. Shankarlal S. Thakkar Chairman

2 . Mr. Liladharbhai L. Thakkar Member

3. Mr. Pravinkumar M. Thakkar Member

NOMINATION & REMUNERATION COMMITTEE:

During the year, the Remuneration Committee was renamed as Nomination & Remuneration Committee in the Board Meeting held on 12th May, 2014. Composition of the Committee is as under:

1. Mr. Shankarlal S. Thakkar Chairman

2. Mr. Li ladhar L. Thakkar Member

3. Mr. Pravi nchandra M. Thakkar Member

VIGIL MECHANISM:

The Company has a vigil mechanism for its directors and employees, to deal with instance of fraud/ mismanagement, if any and to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The details of the policy posted on the website of the Company.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

RISK MANAGEMENT POLICY/PLAN:

It may pleased be noted that as per the applicable requirement of Companies Act, 2013 a risk management policy/plan of the Company is developed and implemented for creating and protecting the Shareholder's value by minimizing threats or losses and to identify and Provide a framework that enables future activities of a Company to take place in a consistent and controlled manner.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014.

REGULATORY ORDERS:

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern st at us and Company's operat ions in future.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in t hi s regard.

INTERNAL FINANICAL CONTROL:

The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

FIXED DEPOSITS:

During the year under report, your Company has not accepted any fixed deposits pursuant to Section 73 of the Companies Act , 2013. Hence further details are not given.

CORPORATE GOVERNANCE:

As per Clause 1(a) of amendments to Revised Clause 49 of the Listing Agreement came, vide circular no. CR'CFD/POLICY CELL/7/2014 dated 15th September, 2014 the revised Clause-49 is applicable for the time being in force to the following class of Companies:

a. Company having paid up Equity Share Capital not exceeding Rs 10 Core and Net worth not exceeding Rs. 25 Core, as on last day of t he previous financial year.

It may pleased be noted that as our Company is not falling in the applicability criteria prescribed as mentioned above, revised Clause 49 is not mandatory for the time being to the Company.

Hence, the Report on Corporate Governance is not forming part of the Directors' Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure -2"

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There are no Loans, Investments or Guarantees /Security given by the Company during the year under section 186 of the Companies Act, 2013; hence no particulars are required to be given.

RELATED PARTY TRANSACTION:

Particulars of contacts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as an "Annexure-3"to Director's Report.

APPRECATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during t he year under report .

Your Direct ors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors. 

By Order of the Board 

sd/-Sukhdev R. Acharya

(DIN: 01318814)

Chairman & Managing Director 

Place : Ahmedabad

 Date : 25th May, 2015