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Bombay Super Hybrid Seeds Ltd.

BSE: 535077 Sector: Others
NSE: BSHSL ISIN Code: INE032Z01012
BSE 05:30 | 01 Jan Bombay Super Hybrid Seeds Ltd
NSE 00:00 | 28 Feb 99.20 -0.80
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Bombay Super Hybrid Seeds Ltd. (BSHSL) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting before you the FOURTH ANNUAL REPORTon the affairs of the Company together with the audited accounts for the period ended on 31stMarch2018.

FINANCIAL RESULTS: (2017 - 18)

The financial results for the year ended on 31st March 2018 are as under:-

(Rs. In Lacs)

FOR THE YEAR ENDED ON
P A R T I C U L A R S 31.03.2018 31.03.2017
Revenue from Operations 8440.08 10962.31
Other Income 6.95 107.17
Total Revenue 8447.03 11069.48
Profit before Depreciation & Interest 354.49 242.04
Financial Charges 105.34 67.33
Depreciation 68.10 46.02
Profit / (Loss) Before Taxation 181.05 128.69
Provision for Current & Differed Taxation 63.21 43.52
Profit / (Loss) After Taxation 117.85 85.17

DIVIDEND

As your directors wish to plough back profit for future development of company nodividend is recommended or declared for the year ended on 31st March 2018.

OPERATION AND PROSPECTS

The company has achieved the turnover of Rs. 8447.03 lakhs during the year underreview. The company has earned profit of Rs 355.68 lakhs before providing for depreciationand interest. The company has earned Profit Rs 181.05 lakhs after providing fordepreciation and interest. The prospects for the Company's business are very bright andpositive.

RESERVES & SURPLUS

The company has closing balance of Rs. 33750394 /- as reserve and surplus as onFinancial Year ended on 31st March2018 as compare to Rs.11671811/- onFinancial Year ended on 31st March2017.

CHANGE IN NATURE OF BUSINESS

During the year under consideration pursuant to the provisions of Section 13 14 18of the Companies Act 2013 and other applicable provisions of the Companies Act 2013read with the Companies (Incorporation) Rules 2014 your company was converted fromPrivate Limited to Public Limited and consequently the name of the Company was changedfrom Bombay Super Hybrid Seeds Private Limited to Bombay Super Hybrid Seeds Limited.

The Fresh Certificate of Incorporation was issued by Registrar of Companies Gujaraton 14th September2017 and consequently the Corporate Identification Number(CIN) of the company was changed From U01132GJ2014PTC080273 to U01132GJ2014PLC080273.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The material change related to listing of securities of your Company after closure offiscal 2017-18 are given under the heading ‘Initial Public Offer' elsewhere in thisReport. There are no other material changes.

SHARE CAPITAL

During the year your company has increased its Authorised Capital from 3500000 EquityShares of Rs.10 each i.e. Rs. 35000000/- to 7000000 equity Shares of Rs.10 each I.e.Rs. 70000000/- on 31st August2017.

The Company's paid up equity capital as on 31st March 2018 was Rs.48265800/-comprising 4826580 Equity Shares of Rs. 10/- each. During the year under Report theCompany had made allotment of 1470580 Equity shares of Rs. 10/- each at a premium of Rs07/- per share aggregating Rs.17/- per share through Private Placement Offer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION 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 operation in future.

FIXED DEPOSITS

The company has not invited /accepted any fixed deposits under the provisions ofsection 73 of the companies Act 2013 and rules made there under.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount in the Unclaimed Dividend Account of the Company and so there is noneed of any such transfer

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31 2018 The Company has neither subsidiary nor Joint Venture Company norAssociate Company.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL:

During the year under consideration Your company has appointed following directorsduring the period under review :-

(1) Mr. Arvindkumar J Kakadia was appointed as the Managing Director of the companyw.e.f. 31st October2017.

(2) Mr. Kiritkumar J Kakadia was appointed as Whole Time Director of the company w.e.f.31st October2017.

(3) Mr . Hemang C. Baxi was appointed as Executive Director of the Company fromAdditional Director w.e.f. 31st October2017.

(4) Mr. Dharmendra Kanabar was appointed as Non -Executive Independent Director of thecompany w.e.f. 05th January 2018

(5) Mr. Dineshchandra Sakariya was appointed as Non -Executive Independent Director ofthe company w.e.f. 05th January 2018

(6) Mrs. Naynaben Kapuriya was appointed as Non -Executive Independent Woman Directorof the company w.e.f. 05th January 2018

(7) Mr. Hardikkumar Patel was appointed as Non -Executive Independent Director of thecompany on 05th January 2018

(8) Mr. Dharmeshbhai Chotai was appointed as Non -Executive Independent Director of thecompany on 05th January 2018

NUMBER OF MEETING OF THE BOARD:

Director of the Company met at the regular intervals with the gap between 2 meetingsnot exceeding of 120 days to take view of the company's policies and strategies apart fromthe Board matters. The notice of the Board meeting are provided to all the directors wellin advance to all the director of the company. During the year 2017-18 the Board ofDirectors met fourteen (14) times viz. on 27thMay2017; 27th July 2017;01stSeptember2017; 09thSeptember2017; 01stOctober2017; 01stDecembe2017; 20st December2017; 11th December 2017 15th January2018 21st February2018 and 25th February2017 03rd March2018 15th March2018 31st March2018.

Attendance by Director :

Sr. No. Name Of Director Designation

No. of Board Meeting

Held Attended
1 Mr. Arvindkumar Kakadia Managing Director 14 14
2 Mr. Kiritkumar Kakadia Whole Time Director 14 14
3 Mr. Jadavjibhai Patel Executive Director 14 14
4 Mr. Kishorbhai Kakadia Executive Director 14 14
5 Mr. Hemang Baxi Executive Director 14 14
6 Mr. Dharmendra Kanabar Independent Director 14 14
7 Mr. Dharmeshbhai Chotai Independent Director 14 14
8 Mr. Dineshchandra Sakariya Independent Director 14 14
9 Mrs. Naynaben Kapuriya Independent Director 14 14
10 Mr. Hardikkumar Patel Independent Director 14 14

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Dharmendra Kanabar Mr. Dineshchandra Sakariya Mrs. Naynaben Kapuriya Mr.Hardikkumar Patel & Mr. Dharmeshbhai Chotai were appointed as the IndependentDirectors of the Company on 05th January 2018 pursuant to the provisions ofSection 149(10) of the Act.

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they are followingunder the criteria of Independence as provided under Section 149(6) of the Act.

The Company has established code for Independent director Which is disclosed on thewebsite of the Company at http://bombaysuperseeds.com/corporate-governance/

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 134(3)(C) of the Companies Act 2013 with respectto

Director's Responsibility Statement it is hereby confirmed that:

a) that in preparation of the annual accounts the applicable accounting standards havebeen followed;

b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 2017-18 and of the profit of the Company for that year;

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) that the directors have prepared the annual accounts on going concern basis.

e) the directors has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INITIAL PUBLIC OFFER :

During the year your company had initiated the procedure to got it security listed onStock Exchange for the said purpose company had filled Draft Red Hearing Prospectus withEMERGE Platform of National Stock Exchange Of India Limited on 21stFebruary2018 which was approved by NSE Ltd..

The Company opened its IPO on 12th February2018 and closed the issue on 17thFebruary2018. The Company offered shares at Rs.60 i.e. the face value Rs 10/- per sharewith premium of Rs.50/- per share.

Further after taking due approvals from various regulatory authorities the equityshares your company had got successful listing on the Emerge-the SME Growth Platform ofNational Stock Exchange on 25th April2018.

PARTICULARS OF EMPLOYEES :

None of employee has received remuneration exceeding the limit as stated in rule (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

AUDIT COMMITTEE:

The Board has constituted an Audit Committee pursuant to the provisions of Section177(1) of the Companies Act 2013. The Composition of the Audit Committee is as under

Sr.No. Name Designation in company Designation in committee
1. Mr. Dharmesh D. Chotai Independent director Chairman
2. Mr. Arvindkumar J. Kakadia Managing Director Member
3. Mr. Dharmendra N. Kanabar Independent director Member

The recommendations of the Audit Committee were accepted by the Board of Directors ofthe Company from time to time.

During the year one meeting of the committee was held on 14th February2018.

NOMINATION & REMUNERATION COMMITTEE :-

The Board has constituted a "Nomination and Remuneration Committee" pursuantto the provisions of Section 178 of the Companies Act 2013. The Composition of the AuditCommittee is as under

Sr.No. Name Designation in company Designation in committee
1. Mr. Dineshchandra D. Sakariya Independent Director Chairman
2. Mrs. Naynaben R. Kapuriya Independent Director Member
3. Mr. Hardikbhai M. Patel Independent Director Member

The recommendations of the Nomination and Remuneration Committee were accepted by theBoard of Directors of the Company from time to time.

During the year one meeting of the committee was held on 11th February2018

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board had constituted a "Stakeholders Relationship Committee" pursuant tothe provisions of Section 178 of the Companies Act 2013. The Composition of thestakeholders relationship committee is as under :

Sr.No. Name Designation Designation in committee
1. Mr. Dharmendra N. Kanabar Independent Director Chairman
2. Mr. Dineshchandra D. Sakariya Independent Director Member
3. Mr. Dharmesh D. Chotai Independent Director Member

The recommendations of the Stakeholders Relationship Committee were accepted by theBoard of Directors of the Company from time to time.

AUDITORS :

During the year under review M/S H. H. Atkotiya Chartered Accountants (FirmRegistration No.:- 127264W) Statutory Auditor of the company had tendered his resignationdue to certain pre occupations of work they were not be able to continue as the StatutoryAuditor of the Company and conduct the Audit for the financial year 2017 2018 w.e.f. May13 2018.

Hence to fill up the casual vacancy of the Statutory Auditor the Board of Director inthe meeting dated 14th May2018 had appointed M/S Mukund v. Mehta CharteredAccountants & a Peer Reviewed Firm having Firm Registration No. 0106664W subject toapproval of members in the General Meeting of the Company within 3 (three) months from thedate of appointment by the Board to conduct the audit for the financial year 2017 - 2018.

M/S Mukund v. Mehta Chartered Accountants have conveyed their consent to be appointedas statutory auditor of the company along with confirmation that their appointment ifapproved by share holders in 4th Annual General Meeting would be within theprescribed limit under the act.

COMMENT ON AUDITORS REPORT :

There was no qualifications reservations or adverse remarks or disclaimer made by theauditors in their report for financial year 2017-18.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

(A) CONSERVATION OF ENERGY:

In accordance with the requirements of section 134(3)(3) of the Companies Act 2013read with rule 8(3) the Companies (Accounts) Rules 2014 and forming part of the Report ofthe Directors the particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are presented here under:

(i) the steps taken or impact on conservation of energy : NIL

(ii) the steps taken by the company for utilizing alternate source of energy : NIL(iii) the capital investment on energy conservation equipment : NIL

(B) TECHNOLOGY ABSORPTION:

BSHSL has started to focus aggressively on R & D by outsourcing also. In an effortcompany has participated in Asia Pacific Seed Congress at Bangkok World Seed Congress atBrisbane.

Your Company has established own fully structured R & D farm with protectedcultivation facilities with necessary in house laboratory and know-how.

BSHSL is evaluating various germplasm of Groundnut Corn Castor Millets AlfalfaGourds Melons etc.

The Company constantly strives for maintenance and improvement in quality of itsproducts and entire Research & Development activities are focused to accomplish theaforesaid goal.

(C) FOREIGN EXCHANGE EARNING AND OUTGO :

There is a no Foreign Exchange Earnings during the year. However the company has spentworth of Rs. 57.32 (C.I.F) Lacs for purchase of Coriander & Other Seeds from ItalyBangkok & china. The company has also spent worth Rs. 6.20 towards exhibition charges& traveling in foreign country for Research & Development of seeds.

Sr. No. Particulars ($ & Euro in Lacs) (Rs. In Lacs)
(A) Foreign Exchange Earnings NIL NIL
(B) Foreign Exchange Out Go
(I) Import of Seeds (In Euro) 0.67 51.80
(II) Import of Seeds (In $) 0.9258 5.52
(III) Exhibition Charges (In $) 0.9513 6.20

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

Apart from this company has voluntarily done certain social activities which arementioned in

Annexure :- I

BUSINESS RISK MANAGEMENT

In today's economic environment risk management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your company's risk managementis embedded in the business processes. Your company has identified certain risks likeprice risk uncertain global economic environment interest rate human resourcecompetition compliance and industrial health and safety risk and has also planned tomanage such risk by adopting best management practices.

ANNUAL EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act .

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules.

Pursuant to above mentioned regulations kindly refer ANNEXURE II

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established effective internal control systems to ensure accuratereliable and timely compilation of financial statements to safeguard assets of theCompany and to detect and mitigate irregularities and frauds. The Company's managementhas adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Companies Act 2013the Statutory Auditors have confirmed the adequacy and operating effectiveness of theinternal financial control systems over financial reporting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle Blower Policy is disclosed on the website of the Company athttp://bombaysuperseeds.com/corporate-governance/

RELATED PARTY TRANSACTIONS :

During the year your company has entered into certain related party transaction whichwere in ordinary course of Business and on arms' length basis Details of the transactionspursuant to compliance of clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules 2014:

Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the form AOC-2 as ANNEXURE III.

Suitable disclosures as required are provided in AS- 18 which is forming the part ofthe notes to financial statement.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

Extract of annual return Pursuant to section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 in Form No. MGT-9. isenclosed herewith as ANNEXURE IV.

MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Regulations) is disclosed separately in the current Annual Report.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed there under.

APPRECIATION :

Your directors wish to place on record their appreciation for the continued assistanceand cooperation extended to the company by the Registrar of Companies bankers andshareholders of the company.

Place: Kuvadva FOR AND ON BEHALF OF THE BOARD
Date: 30/05/2018 BOMBAY SUPER HYBRID SEEDS LIMITED
Mr. Arvindkumar J Kakadia
Managing Director
DIN: 06893183