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Best Agrolife Ltd.

BSE: 539660 Sector: Agri and agri inputs
NSE: BESTAGRO ISIN Code: INE052T01013
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VOLUME 477
52-Week high 1399.70
52-Week low 330.35
P/E 22.13
Mkt Cap.(Rs cr) 1,926
Buy Price 816.40
Buy Qty 1.00
Sell Price 818.95
Sell Qty 3.00
OPEN 823.30
CLOSE 823.30
VOLUME 477
52-Week high 1399.70
52-Week low 330.35
P/E 22.13
Mkt Cap.(Rs cr) 1,926
Buy Price 816.40
Buy Qty 1.00
Sell Price 818.95
Sell Qty 3.00

Best Agrolife Ltd. (BESTAGRO) - Director Report

Company director report

To The Members

lour directors' take pleasure in presenting the Thirtieth Annual Report on the businessand operations of the Company with Audited Financial Statements for the year ended 31stMarch 2021.

Financial Highlights

(Figures in lakh)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21
Revenue from operations 90544.50 68990.82 90544.50
Other income (Net) 729.56 500.75 729.56
Total Income 91274.06 69491.57 91274.06
Profit before financial expenses depreciation 5847.46 1919.83 5847.46
Less: Financial expenses 473.65 592.50 473.65
Depreciation/ Amortization 295.24 169.40 295.24
Profit before tax 5078.57 1168.43 5078.57
Tax expenses 1371.95 331.63 1370.9
Profit after tax for the year 3706.62 826.3 3707.58
Other Comprehensive income 903.00 338.85 903.00
Net Profit for the year 4609.62 1165.15 4610.58

Dividend

Your directors recommend for your approval final dividend of 20 % (Rs 2 per share)subject to taxfor the year ended March 31 2021 on 2.20.32.066 equity shares of Rs 10/-each fully paid- up compared to 1% (Rs 0.10/- per share) on 2.20.32.066 equity shares ofRs 10/- each fully paid-up in the previous year. This will involve an outgo of Rs 4.41crores compared to Rs 0.22 crores in the previous year.

The dividend is recommended by the Board of Directors at its meeting held on June 302021. The payment is subject to the approval of the shareholders at the ensuing AGM of theCompany to be held on September. The record date for the purposes of the final dividendwill be September 21 2021 and will be paid on or after September 28 2021.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI LODR") the Board of Directors of the Company hasformulated and adopted a 'Dividend Distribution Policy' which is available on the Companywebsite at: https://www.bestagrolife.com/investorss/DIVI DEND-DISTRIBUTIONPOLICY.pdf

Share capital

During the year there was change in the Authorised Issued Subscribed and Paid- upShare Capital of the Company pursuant to merger of Best Agrochem Private Limited with BestAgrolife Limited.

In terms of the Scheme of Amalgamation of your Company being the Transferee with M/s.Best Agrochem Private Limited being Transferor approved by the Honourable NationalCompany Law Tribunal NCT Delhi vide their order dated 5th May 2020 the Authorised Capitalof the Company has been increased from 87000000/- (Eight Crore Seventy Lakhs) dividedinto 8700000 (Eighty-Seven Lakh) Equity Shares of 10/- each to Rs. 237000000/-(Twenty-Three Crore Seventy Lakhs) divided into 23700000/- (Two Crore Thirty-SevenLakhs) Equity Shares of 10/-eachand pursuant to the allotment of 14055994 Equity Sharesof the Company to the erstwhile existing shareholders of M/s Best Agrochem Private Limitedin the approved ratio of 245: 100 done on 27th May 2020 the Issued Subscribed and Paidup Capital of the Company increased to Rs. 220320660 (Twenty-Two Crore Three LakhsTwenty Thousand Six Hundred Sixty) divided into 22032066 (Two Crore Twenty LakhsThirty-Two Thousand Sixty-Six) Equity Shares of Rs.10/- each.

Impact of Covid-19

In the first half of the financial year 2020-21 Covid-19 pandemic caused severe impactglobally and in India. India announced countrywide strict lock-down in the last week ofMarch 2020. The unlocking process was undertaken in a gradual manner in the next fewmonths.

Your Company continually assessed and took proactive measures to counter the COVID-19pandemic and engaged closely with its employees partners customers and society topromote safe operations. It worked with the Government and local regulatory bodies andsupported them through various initiatives in combating the virus.

Your Company has implemented COVID-19 safety protocols across its operations to helpprotect and support its employees customers and suppliers. It has created StandardOperating Procedures to be followed across its operations including Supply chainMarketing and others. The Company successfully transitioned to operate from a virtualenvironment enabling "work from home" for its employees. The crisis managementteam and leadership continue to monitor the COVID-19 situation and adjust plansaccordingly.

By the second half of the year all the functions including sales and distributionprocurement supply chain logistics and corporate functions became near-normal dulyfollowing safety guidelines and without any material adverse impact. The Company continuesto make efforts to minimise adverse impact on its operations and performance.

Change in nature of business

There was no change in the nature of the existing business of the Company.

Transfer To General Reserve

As permitted under the provisions of the Companies Act 2013 the Board do not proposeto transfer any amount to general reserve on declaration of Dividend and has decided toretain the entire amount of profit for Financial Year 2020-21 in the profit and lossaccount.

Particulars of loans guarantees or investments

Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements which forms part ofAnnual Report. During the year under review the Company had invested Rs 1 Lakh towards100% equity stake in Seedlings India Private Limited.

Fixed deposits

We have not accepted any fixed deposits including from the public and as such noamount of principal or interest was outstanding as of the Balance Sheet date

Particulars of contracts or arrangements made with related parties

There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel which may have a potential conflict withthe interests of the Company at large. All Related Party Transactions are placed beforethe Audit Committee and the Board for approval if required. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitive innature. The transactions entered into pursuant to the omnibus approval so granted areverified by the Internal Auditor and a statement giving details of all related partytransactions is placed before the Audit Committee and the Board of Directors for theirapproval if applicable on a quarterly basis.

The "Policy on materiality of and on dealing with related party transactions"as approved by the Board may be accessed on the Company's website at the link

https://www.bestaarolife.com/investorss/Policy-On-Materiality-And-Dealing-WithRelated-Party-Transactions.pdf

None of the Directors have any pecuniary relationships or transactions except to theextent of sitting fees and commission paid to the Directors. The details of thetransactions with related parties during the year 2020-21 are provided in the accompanyingfinancial statements.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies(Accounts) Rules 2014 are appended in Form AOC-2as Annexure 1 to this Report.

Corporate governance

A report on Corporate Governance along with a certificate from the Practicing CompanySecretary regarding the compliance with the conditions of Corporate Governance asstipulated under the Schedule V of SEBI (LODR) 2015 forms part of this Annual Report.

Management discussion and analysis report

The Management Discussion and Analysis Report which gives a detailed account of stateof affairs of the operations of the Company forms part of this Annual Report. The AuditCommittee of the Company has reviewed the Management Discussion and Analysis report of theCompany for the year ended 31st March 2021 as required under the provisions of the SEBI(LODR) 2015.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

There have been no material changes and commitments for the likely impact affectingfinancial position between end of the financial year and the date of the report except forthe impact arising out of the continuance of the COVID-19 pandemic which has risenexponentially in the second wave till the date of signing of this Report.

Please refer Note 38 of Notes to the standalone financial statements for furtherdetails in respect of impact of COVID-19 on the financial statements of the Company

Consolidated financial statements

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 as amended from time to time the Company hasprepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 onConsolidated Financial Statements. The audited Consolidated Financial Statements alongwith Auditors' Report thereon forms part of this Annual Report.

Subsidiaries/ joint venture companies

As on 31st March 2021 we have one subsidiary in the name of Seedlings India PrivateLimited.

During the year the Board of Directors reviewed the affairs of the subsidiary. Theaudited consolidated financial statement of the Company prepared in accordance with theapplicable Accounting Standards along with all relevant documents and the Auditors' Reportform spart of this Annual Report.

The audited financial statement of the subsidiary is placed on the website of theCompany at web link:

https://www.bestagrolife.com/investorss/FINA

NCIAL-STATEMENTS-OF-SEEDLINGS-INDIA-PRIVATE-LIMITED-31.03.2021.pdf

The Company will provide the financial statements of subsidiaries upon receipt of awritten request from any member of the Company interested in obtaining the same. Thefinancial statement of subsidiaries will also be available for inspection at theRegistered Office of your Company during working hours up to the date of the AnnualGeneral Meeting.

No Company is an associate/joint venture of the Company as on 31st March 2021.

Statement containing highlights of performance of subsidiaries associates and jointventure

A statement containing the highlights of performance Subsidiary Associates and JointVenture of the Company given in Form AOC-1 which forms part of the Financial Statements.

Human resources management

Best Agrolife considers human resource to be one of the most valued stakeholders forthe Company and accordingly development of people and providing a best-in-class workenvironment is a key priority for the Organization to drive business objectives and goals.Our people practices have enabled us to create an environment of collaboration andconnect which has aided us to achieve industrial harmony. Improving employee productivityis of utmost importance to the organisation. Efforts have been taken on hiring andcreating infrastructure for diverse workforce. Excellent facilities towards educationhealth services and accommodation have been created and we feel proud that our retentionlevel is one of the best in the sector.

Financial year 20-21 is the year of pandemic and re-opening of the offices postlockdown has been done in a manner that provides a safe working environment for theworkforce. All Safety protocols mandated by local authorities have been followed. A muchbetter than expected recovery in demand in the second half of the year has been achallenge for operating teams. The workforce showed great resilience in the face of anunprecedented pandemic demonstrating its ability to adapt to new circumstances.

Best Agrolife is very proud that it has impeccable record in the safety of its humancapital women empowerment and nurturing pool of young talent and considers its humanresources as key to its success story till date.

The Company is also very proud of its grievance redressal system which ensures that weare fair prompt in response and eliminate any possibility of harassment or unacceptablepractices.

As on 31st March 2021 the Company had a total count of 160 employees.

Internal financial control

The Company has in place adequate internal financial controls with reference to theFinancial Statements. The Audit Committee of the Board reviews the internal controlsystems including internal financial control system the adequacy of internal auditfunction and significant internal audit findings with the management Internal Auditorsand Statutory Auditors.

Board meetings

During the year 8 (Eight) Board Meetings were convened and all meetings were heldthrough audio/video conferencing except meeting held on 11th February 2021. The detailsof meetings are provided in the Corporate Governance Report. The intervening gap betweentwo consecutive meetings was within the period prescribed under the Companies Act 2013Secretarial Standards on Board Meetings and SEBI LODR as amended from time to time.

Board evaluation

The Board of Directors has carried out the Annual Performance Evaluation of its ownCommittees of Board of Directors and Individual Directors pursuant to the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allDirectors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of the criteria such as the composition of Committees effectiveness ofCommittee meetings etc. The Board and the Nomination and Remuneration Committee reviewedthe performance of the individual Directors on the basis of the criteria such ascontribution of the Individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors performance of Non-IndependentDirectors Board as a whole and the Chairman were evaluated taking into account the viewsof Executive Directors and Non-Executive Directors. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director being evaluated

Policy on directors' appointment and remuneration

The salient features of Company's policy on appointment and remuneration of Directorskey managerial personnel and other employees including criteria for determiningqualifications positive attributes independence of Directors and other matters providedin Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of this Report.

Audit committee

As on 31st March 2021 the Audit Committee comprised of Two Non-Executive IndependentDirectors namely Mr. Braj Kishore Prasad Mrs. Shweta Grover and one Non-ExecutiveNonIndependent Director Mr. Shuvendu Kumar Satpathy.

Mrs. Shweta Grover is the Chairman of the Committee. During the year 2021-22 Mrs.Shweta Grovershowed her unwillingness to continue as a director due to her preoccupationsand was relieved w.e.f. 1st July 2021. In view of that she requested the Board tore-constitute the Audit Committee by appointing someone in her place. Accordingly theBoard at its meeting held on 30th June 2021 re-constituted the Audit Committee byappointing Mrs. Chetna as a member of the Committee in place of Mrs. Shweta Grover.

All members of the Audit Committee possess strong knowledge of accounting and financialmanagement. The Managing Director Chief Financial Officer the Internal Auditors andStatutory Auditors are regularly invited to attend the Audit Committee Meetings. TheCompany Secretary is the Secretary to the Committee. The Internal Auditor reports to theChairman of the Audit Committee. The significant audit observations and corrective actionsas may be required and taken by the management are presented to the Audit Committee. TheBoard has accepted all recommendations made by the Audit Committee from time to time.

Auditors

The Shareholders of the Company at the 29th Annual General Meeting of the Company heldon 28th September 2020 had appointed M/s. Walker Chandiok & Co LLP CharteredAccountants (ICAI Registration No. 001076N/N500013) Address: L 41 Connaught Circus NewDelhi 110001 as Statutory Auditors of the Company to hold office until the conclusion ofthe 34th Annual General Meeting to conduct the audit of the Accounts of the Company atsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditors.

As required under the provisions of Section 139(1) and 141 of the Companies Act 2013read with the Companies (Accounts and Auditors) Rules 2014 the Company has received awritten consent and certificate from the auditors to the effect that they are eligible tocontinue as Statutory Auditor of the Company. The notes of the financial statementsreferred to in the Auditors' Report issued by M/s. Walker Chandiok & Co LLP CharteredAccountants New Delhi for the financial year ended on 31st March 2021 areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Risk management

Pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "SEBI LODR") the Company hasconstituted a Risk Management Committee (RMC)to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified are systematicallyaddressed through mitigating actions on continuous basis and monitored regularly withreference to statutory regulations and guidelines. The Company's business operations areexposed to a variety of financial risks such as market risks (foreign exchange riskinternal rate risk and price risk) Liquidity risk etc. The Board of the Company hasapproved the Risk Management Policy of the

Company and authorized the Risk Management Committee to implement and monitor the riskmanagement plan for the Company and also identify and mitigate various elements of risksif any which in the opinion of the Board may threaten the existence of the Company.

Conservation of energy technology absorption foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 are furnished in Annexure-2 to theBoard's Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act the Company has constituted Corporate SocialResponsibility (CSR) Committee to undertake CSR activities projects and programs asprovided in the CSR policy of the Company and as identified under Schedule VII of the Actand excluding activities undertaken in pursuance of its normal course of business.

The Board on the recommendation of CSR Committee adopted a CSR Policy and the same isavailable on the Company's website atwww.bestagrolife.com/investorss/Corporate-Social-Responsibilitv-Policy-.pdf.

The CSR objectives are designed to serve societal local and national goals in thelocations that we operate in create a significant and sustained impact on localcommunities and provide opportunities for our employees to contribute to these effortsthrough volunteering.

The Company has spent the entire 2% of the net profits earmarked for CSR projectsduring the Financial Year 2020-21. A Report on the CSR initiatives undertaken by theCompany as per the Companies (Corporate Social Responsibilities Policy) Rules 2014 isannexed as Annexure-3 The detail of the CSR Committee and its composition is provided inthe Corporate Governance Report which forms part of this annual report.

Annual return

The extract of the Annual Return as required under Section 92(3) of the Companies Act2013 in form MGT-9 is annexed with this Report and the same is also available on thewebsite of the Company www.bestagrolife.com

Vigil mechanism

The Company has adopted a whistle blower policy wherein the employees can approach theManagement of the Company (Audit Committee in case where the concern involves the SeniorManagement) and make protective disclosures to the Management about unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct and InsiderTrading Code. The Whistle Blower Policy requires every employee to promptly report to theManagement any actual or possible violation of the Code or an event an employee becomesaware of that could affect the business or reputation of the Company. The disclosuresreported are addressed in the manner and within the time frames prescribed in the policy.A mechanism is in place whereby any employee of the Company has access to the Chairman ofthe Audit Committee to report any concern. No person has been denied access to theChairman to report any concern. Further the said policy has been disseminated within theorganisation and has also been posted on the Company's website athttps://www.bestaarolife.com/investorss/VIGI L-MECHANISM-&-WHISTLE-BLOWER-POLICY.pdf

Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India relating to Meetings of Board ofDirectors and General Meetings respectively have been duly complied with.

Secretarial audit

The Board has appointed M/s MSTR & ASSOCIATES through its proprietor Ms. TeenaRani (ACS No. 40050) Company Secretary in practice to conduct Secretarial Audit for thefinancial year ended 31st March 2021. The Secretarial Audit Report for the year ended31st March 2021 is attached as Annexure-4 to this Report.

A Certificate under Clause (i) of point (10) of para C of Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 by M/s MSTR & ASSOCIATES through its proprietor Ms. Teena Rani (ACS No. 40050)Company Secretary in practice confirming that none of the Directors on the Board of theCompany have been debarred or disqualified from being appointed or continuing as Directorsof the Company by Securities and Exchange Board of India/ Ministry of Corporate Affairs orany such statutory authority is annexed herewith to this report.

Disclosures as per the sexual harassment of women at workplace (prevention prohibitionand redressal) act 2013

The Company has constituted an Internal Complaints Committee under Section 4 of theSexual Harassment of Women at Workplace (Preventions Prohibition and Redressal) Act2013.

Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is as under:

a. number of complaints filed during the financial year-NIL

B. number of complaints disposed of during the financial year-NIL

C. number of complaints pending as on end of the financial year-NIL

Details in respect of frauds reported by auditors under sub-section (12) of section 143other than those which are reportable to the central government

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Act (including any statutory modification(s)or re- enactment(s) for the time being in force).

Business responsibility report

In compliance to Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report is attached asAnnexure-5 and forms part of this Annual Report.

Directors and key managerial personnel

Mr. Vimal Kumar (DIN:01260082) Managing Director of the Company is liable to retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

During the year Mrs. Shweta Grover was appointed as an Additional Director andIndependent Director on the Board of the Company with effect from 11th June 2020 andsubsequently approved by the shareholders at the 29th Annual General Meeting held on 28thSeptember 2020 as an Independent Director not liable to retire by rotation for a periodof five years effective from 11th June 2020.

Mr. Vishesh Gupta and Mrs. Shweta Grover ceased to be Director of the Company upontheir resignation w.e.f. 9th February 2021 & 1st July 2021 respectively. The Boardplaced on record its appreciation for the valuable contribution during their tenure as amember of the Board.

Mrs. Chetna on the basis of the recommendation of the Board Nomination andRemuneration Committee was appointed as an Additional Director and Independent Directoron the Board of the Company on 1st July 2021 for a period of five years subject to theapproval of the shareholders in the ensuing Annual General Meeting.

All the Independent Directors have given declarations that they continue to meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI LODR and that they are not debarred from holding the office ofdirector by virtue of any SEBI order or any other such authority.

Mr. Raajan Kumar on the basis of the recommendation of the Board Nomination and

Remuneration Committee was appointed as an Additional Whole-Time Director on the Boardof the Company on 10th February 2021 subject to the approval of the shareholders in theensuing Annual General Meeting.

None of the Directors are related to each other within the meaning of the term"Relative" as per Section 2(77) of the Act.

Mr. Devendra Gulati resigned as Chief Financial Officer and was relieved on 8th June2020. and Mr. Deepak Bhutani was appointed as a CFO w.e..f. 17th August 2020 and wasrelieved on 23rd March 2021.

Mrs. Astha Wahi was appointed as a Head Company Secretary and Compliance officer w.e.f.11th November 2021 on the basis of recommendation of the Board Nomination &Remuneration Committee. Ms. Himanshi Negi CS & Compliance officer of the Companyresigned on 27th November 2020 and was relieved on 26th December 2020.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on 31st March 2021 were Mr. Vimal Kumar ManagingDirector and Mrs. Astha Wahi Company Secretary.

Directors' responsibility statement

Pursuant to the requirements of Section134 (5) of the Act the Directors herebyconfirm:

I. That in the preparation of the Annual Accounts for the year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures;

ii. that the accounting policies selected and applied are consistent and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year and of the loss of theCompany for that period;

iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. that the Annual Accounts for the year ended 31stMarch 2021 have been preparedon a going concern basis

v. that the internal financial controls laid down by the Board and being followedby the Company are adequate and were operating effectively.; and

vi. that the proper systems devised by Directors to ensure compliance with theprovisions of all applicable laws were adequate and operating effectively.

Acknowledgements

Your directors wish to thank employees customers partners suppliers and above allour

shareholders and investors for their continued support and co-operation.

For and on behalf of the Board
Vimal Kumar Raajan Kumar
Managing Director Whole-Time Director
Date: 02nd September 2021
Place: New Delhi

.