TO SHARE HOLDERS
The Board of Directors has pleasure in presenting the Twentieth Annual Report alongwith the Audited Accounts for the year ended on 31st March 2016
FINANCIAL RESULTS (STANDALONE & CONSOLIDATED)
During the year under review performance of your company as under:
| || ||Amount (in Rs.) |
|Particulars ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
|Turnover ||20437756 ||17925287 |
|Profit/(Loss) before taxation ||6079453 ||2766445 |
|Less : Tax Expense ||500000 ||250000 |
|Less : Deferred Tax ||182826 ||(1072245) |
|Profit/(Loss) after tax ||5396627 ||3588690 |
The consolidated performance of the group as per consolidated financial statements isas under:
| || ||Amount (in Rs.) |
|Particulars ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
|Turnover ||63291080 ||35770789 |
|Profit/(Loss) before taxation ||14582282 ||3965348 |
|Less : Tax Expense ||1552000 ||414946 |
|Less : Deferred Tax ||(96513) ||(1176869) |
|Profit/(Loss) after tax ||13126795 ||4727271 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
The Company is engaged in agriculture operations. The Company is broadly engaged incultivation of Organic Vegetables Organic Grains and Cereals. We have an integratedfacility for cultivation processing and distribution of agricultural produce. Apart fromthe above the Company is also engaged in dairy farming and production and distribution ofdairy products.
Recently the Company has ventured into the field of renewable energy. The Company hasbeen successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. Thesaid plant has been operational for a period of more than 02 years. Apart from that theCompany has commissioned a 1000 M3 capacity Bio Gas Plant for Power Generation at thefactory premises of its subsidiary M/s Sanjeevani Fertilizers and Chemicals PrivateLimited.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review there is no change in the nature of the business of thecompany.
However with the view to conserve the resources of company the directors are notrecommending any dividend.
INCREASE IN ISSUED SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL
During the year there is no change is the share capital of the Company.
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013
For the financial year ended on March 31 2016 the Company has not transferred anyamount to Balance Sheet under the head "General Reserve Account".
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as an annexure- 3.
NUMBER OF MEETINGS OF THE BOARD
During the year only 05 Meetings of the Board of Directors held the intervening gapbetween meetings was within the period prescribed under the Companies Act 2013.
|Sl. No. ||Date of the Meeting |
|1 ||14.05.2015 |
|2 ||27.05.2015 |
|3 ||18.08.2015 |
|4 ||10.11.2015 |
|5 ||01.02.2016 |
The Board of Directors Comprises of five directors one of them is ManagingDirector.
The office of Managing Director is held by the Mr. Subodh Agarwal one of thePromoter of the company.
(b) Attendance of each director at the Board meetings and the last AGM.
|Name ||DIN ||Category of Directorship ||No. of Board Meeting Attended ||Attendance at last AGM |
|Mr. Subodh Agarwal ||00122844 ||Managing Director- ED ||05 ||Yes |
|Mrs. Renu Agarwal ||01767959 ||ED ||05 ||No |
|Mr. Vishal Maheshwari ||06766258 ||NED-I ||05 ||Yes |
|Mr. Subhash Ghosh* ||02195056 ||NED ||04 ||No |
|Mr. Rajesh Kumar ||06703566 ||NED-I ||05 ||No |
ED Executive Director
NED I Non-Executive Independent Director
*Note: On 01st of February 2016 Mr. Subhash Ghosh had resigned from the postof Directorship of the Company.
(c) Number of other Companies or Committees the Director of the Company is a Director/Member/Chairman: -
|Name of Director ||No. of Directorships in other Boards ||No. of Memberships in other Board Committees ||No. of Chairmanships in other Board Committees |
|Mr. Subodh Agarwal ||04 ||02 ||Nil |
|Mrs. Renu Agarwal ||Nil ||Nil ||Nil |
|Mr. Vishal Maheshwari ||Nil ||01 ||02 |
|Mr. Subhash Ghosh ||03 ||01 ||Nil |
|Mr. Rajesh Kumar ||02 ||02 ||01 |
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans and Investments covered under provision of section 186 of theCompanies Act 2013 are stated in the notes of financial statements.
RELATED PARTY TRANSACTION
None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure-5 in Form AOC-2 and the same forms part of this report.
Transactions with related parties entered into by the Company are in the normal courseof business on arms length basis and do not have potential conflicts with theCompany.
There are two subsidiaries of Raghuvansh Agrofarms Limited:
1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)
Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted material subsidiary of theRaghuvansh Agrofarms Limited which holds 51.00% of the total equity share capital of theSFCPL. SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards ofPomegranate Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares offarm land located at Village Gaur Pathak Thesil Pokhrayan District Ramabai Nagar (OldKanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the companystood at Rs.7141143/- (previous year Rs. 12718141/-). Profit after Tax stood Rs.2981790/- (Previous year Rs. 629547/-).
2. Kanpur Organics Private Limited(KOPL)
Kanpur Organics Private Limited is unlisted subsidiary of the Raghuvansh AgrofarmsLimited as it holds 94.78% of total equity Shares of the Company. The gross revenue of thecompany stood at Rs.37309241/-[Previous year Rs. 6643201/-]. Profit after Tax Rs.4748378/- (Previous year Rs. 509035/-).
The details of financial performance of Subsidiaries are furnished in annexure-4 andattached to this report.
Adverse weather conditions future climate changes Increases in labor personnel andbenefits costs may adversely affect our business operations as well as our operatingresults.
To mitigate such risk the management is always vigilant to overcome the aforesaidproblem by applying appropriate technology employing deserving executives properreporting and recording of data timely evaluation and best decisions making.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Renu Agarwal Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for reappointment as apartfrom her there is one Managing Director and rest of the Directors are IndependentDirectors and hence not liable to retire by rotation.
During the financial year under review Mr. Subhash Ghosh (DIN: 02195056) Non-executiveNon Independent Director has resigned from the office of the Directorship w.e.f.01.02.2016 and on 30th April 2016 Board has appointed Mr. Niranjan SwaroopGoel (DIN: 02325340) as an additional (Non Executive & Independent) Director in theBoard of the Company
Except as above there was no change has taken place in the positions of Directorsand KMPs held by them.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the Year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
As on March 31 2016 there are no public deposits. There are no deposits that remainunclaimed. The company has not renewed/ accepted fixed deposits and therefore there is noinformation is required to be furnished in respect of outstanding deposits.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Based on the confirmation / disclosures received from the Directors and on evaluationof the relationships disclosed the following Non-Executive Directors are Independent interms of regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 and Section 149(6) ofthe Companies Act 2013 :-
Mr. Vishal Maheshwari
Mr. Rajesh Kumar
Mr. Niranjan Swaroop Goel SECRETARIAL AUDITOR
The Board has appointed M/s. JCA & CO. Practicing Company Secretaries to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as annexure-1 to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman) Mr. Subodh Agarwal(Member) Mr. Rajesh Kumar (Member). All the recommendations made by audit committee wereaccepted by Board.
Details of the Committee along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
Pursuant to the provisions of the Companies Act 2013 Listing Regulations along withother rules and regulations applicable if any the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Boards functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is explained in theCorporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the companys code of conduct or ethics policy.The Whistle Blower Policy is available on the website of the Company.
PARTICULARS OF EMPLOYEES
The particulars as required to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in thisreport as an annexure-6 and none of the employee is drawing remuneration of Rs.500000/-or more per month if employed for a part of the year or Rs.6000000/- if employedthroughout the period.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby confirms that the provisions of Section135(1) of the Companies Act 2013 is not applicable to our company.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report whichis annexed hereto and forms part of the Annual Report does not contain any qualificationreservation or adverse remark.
M/s Naval Kapur & Co. Chartered Accountants (Firm Registration No. [005851C] theStatutory Auditors of the Company who is to hold office from the conclusion of the 18thAnnual General Meeting until the conclusion of the 23rd Annual General Meetingof the Company subject to ratification in every Annual General Meeting be and is herebyratified.
The Company has complied with the Corporate Governance practices as stipulated underlisting agreement with the Stock Exchange and rules set out by SEBI. A separate section onCorporate Governance under the Listing Agreement forms the part of this Annual Report. Andthe certificate from the Practicing Company Secretary confirming the Compliances isannexed as an annexure-2.
Note: - Members please note that SEBI vide its Notification dated September 02 2015makes the regulations known as "SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015" which shall be effective from 01st December 2015thereby replacing the "Listing Agreement" entered by the company with BSE Ltd.Hence the company was required to follow the said regulations instead of "ListingAgreement" requirements from 01st December 2015 and according to the saidregulations the company (being Listed on a SME Platform of BSE Ltd) is exempted from thecorporate Governance Requirements provided under regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V.
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL ACT2013
There were no complaints received during the financial year 2015-16 and hence nocomplaint is outstanding as on 31.03.2016 for redressal. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsread with Regulation 33 of the SEBI (LODR) Regulations 2015 the Consolidated AuditedFinancial Statements and Consolidated Cash Flow Statement for the year ended March 312016 are provided in the Annual Report.
A statement containing the salient features of the financial statements of each of thesubsidiary in the prescribed Form AOC-1 are annexed (Annexure-4).
MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR
No material changes have been occurred between Balance Sheet date and the date on whichthe financial statement are approved by the Board of Directors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompanys operations in future.
BUSINESS RESPONSIBILITY REPORT
The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 report known as Business Responsibility Report(BRR) is not mandatorily applicable to our company hence not annexed with Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has ventured into the field of renewable energy. The Company has beensuccessfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The saidplant has been operational for a period of more than 2 years. Apart from that the Companyis in process of commissioning a 1000 M3 capacity Bio Gas Plant for Power Generation atthe factory premises of its subsidiary M/s Sanjeevani Fertilizers and Chemicals PrivateLimited and has entered into Memorandum of Understanding.
There was no foreign exchange inflow or Outflow during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
i. In the preparation of the annual accounts for financial year ended on March 312016 the applicable accounting standards have been followed.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at March 31 2016 and of the profit ofthe Company for the year ended on that date.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for financial year ended on March31 2016 on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. vi. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The company has adopted number of codes and policies to comply with the provisions ofvarious applicable rules regulations and act and uploaded the same on the website of thecompany if required by the concerned law. i.e.
1. Code of conduct to regulate monitor and report trading by insiders
2. Policy for determination of materiality of any event/information
3. Code of Practices and Procedures for fair disclosure of unpublished price sensitiveinformation.
We thank our customers business associates bankers and government authorities fortheir continued support during the last year.
We wish to convey our deep appreciation to the suppliers/vendors for their valuablesupport. We also place on record our sincere appreciation for the enthusiasm andcommitment of Companys employees for the growth of the Company and look forward totheir continued involvement and support.
|Place: Kanpur ||By order of the Board of Directors || |
|Date: 20.08.2016 ||For Raghuvansh Agrofarms Limited || |
| ||-Sd- ||-Sd- |
| ||(Subodh Agarwal) ||(Renu Agarwal) |
| ||Managing Director ||Director |
| ||DIN: 00122844 ||DIN: 01767959 |