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Raghuvansh Agrofarms Ltd.

BSE: 538921 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE865P01016
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P/E 14.66
Mkt Cap.(Rs cr) 54
Buy Price 40.75
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Sell Price 49.50
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OPEN 45.00
CLOSE 45.25
VOLUME 2500
52-Week high 101.00
52-Week low 42.00
P/E 14.66
Mkt Cap.(Rs cr) 54
Buy Price 40.75
Buy Qty 2500.00
Sell Price 49.50
Sell Qty 2500.00

Raghuvansh Agrofarms Ltd. (RAGHUVANSHAGRO) - Director Report

Company director report

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 COMPANY’S 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.

DIVIDEND

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

(a) Composition

• 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 arm’s length basis and do not have potential conflicts with theCompany.

SUBSIDIARY

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.

RISK MANAGEMENT

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.

PUBLIC DEPOSITS

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.

AUDIT COMMITTEE

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.

BOARD EVALUATION

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 Board’s 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.

COMPANY’S 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 company’s 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.

AUDITORS’ REPORT

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.

STATUTORY AUDITORS

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.

CORPORATE GOVERNANCE

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 COMPANY’S 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 andcompany’s 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.

OTHER DETAILS

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.

ACKNOWLEDGEMENT

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 Company’s 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