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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 | 02 Mar 135.50 -2.10
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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 FIFTH ANNUAL REPORT onthe affairs of the Company together with the audited accounts for the period ended on 31stMarch2019.

FINANCIAL RESULTS: (2018 - 19)

The financial results for the year ended on 31st March 2019 are as under :-

(Rs. In Lakhs)

FOR THE YEAR ENDED ON

PARTICULARS

31.03.2019

31.03.2018

Revenue from Operations 7460.45 8440.08
Other Income 48.49 6.95
Total Revenue 7508.94 8447.03
Profit before Depreciation & Interest 473.26 354.49
Financial Charges 95.91 105.34
Depreciation 97.24 68.10
Profit/(Loss) Before Taxation 280.11 181.05
Provision for Current & Deferred Taxation 71.68 63.21
Profit/(Loss) After Taxation 208.42 117.85

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 2019.

OPERATION AND PROSPECTS :

The company has achieved the turnover of Rs. 7460.45 lakhs during the year underreview. The company has earned profit of Rs 482.86 lakhs before providing for depreciationand interest. The company has earned Profit Rs 208.42 lakhs after providing fordepreciation and interest. The prospects for the Company's business are very bright andpositive. Management has explained that decrease in turnover of F.Y. 2018-19 is due toreduction in market price of various products in agriculture industry further increasein profit is due to addition of various profitable products in product portfolio of yourCompany.

RESERVES & SURPLUS :

The company has closing balance of Rs. 141193000/- as reserve and surplus as onFinancial Year ended on 31st March2019 as compare to Rs. 33750394/- onFinancial Year ended on 31st March2018. Increase in Reserves and Surplus isdue to addition of Security Premium i.e. Rs. 86600000/- which is generated throughInitial Public Offer of 1732000 Equity shares with Face value of Rs. 10/- and Premium ofRs.50/-.

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 got listed on EmergePlatform of National Stock Exchange of India Limited on 25th April 2018.

Consequently the Corporate Identification Number (CIN) of the company was changed FromU01132GJ2014PTC080273 to L01132GJ2014PLC080273.

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

The material change related to listing of securities of your Company during the fiscal2018-19 are given under the heading ‘Initial Public Offer' under separate heading inthis Report. Their being no other material changes.

SHARE CAPITAL

During the year Authorised Share Capital of your company is 7000000 equity Shares ofRs.10 each i.e. Rs. 70000000/-.

The Company's paid up equity capital as on 31st March 2019 was Rs.65585800/-comprising 6558580 Equity Shares of Rs. 10/- each. During the year under Report theCompany had made allotment of 1732000 Equity shares of Rs. 10/- each at a premium of Rs50/- per share aggregating Rs.60/- per share through Initial Public 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.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL:

During the year under consideration Mr. Dharmendra Kanabar Non -ExecutiveIndependent Director has resigned from the company due to certain personal reasons hevacated his office from September 13 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.

Attendance by Director :

Sr. No. Date of Board Meetings Name Of Director Designation No. of Board Meeting
Held Attended
1 03/04/2018 Mr. Arvindkumar Kakadia Managing Director 9 9
2 21/04/2018 Mr. Kiritkumar Kakadia Whole Time Director 9 8
3 24/04/2018 Mr. Jadavjibhai Patel Executive Director 9 9
4 14/05/2018 Mr. Kishorbhai Kakadia Executive Director 9 8
5 30/05/2018 Mr. Hemang Baxi Executive Director 9 8
6 13/09/2018 Mr. Dharmeshbhai Chotai Independent Director 9 8
7 05/11/2018 Mr. Dineshchandra Sakariya Independent Director 9 9
8 08/01/2019 Mrs. Naynaben Kapuriya Independent Director 9 8
9 05/03/2019 Mr. Hardikkumar Patel Independent Director 9 8

GENERAL MEETINGS

During the year under review the Company did not hold any Extra Ordinary GeneralMeetings.

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 2018-19 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.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Dineshchandra Sakariya Mrs. Naynaben Kapuriya Mr. Hardikkumar Patel & Mr.Dharmeshbhai Chotai were appointed as the Independent Directors of the Company on05th January 2018 pursuant to the provisions of Section 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/

INITIAL PUBLIC OFFER :

During the year your company has got its security listed on Emerge Platform of NationalStock Exchange of India Limited for the said purpose company had filled Red HearingProspectus with National Stock Exchange Of India Limited on 3rd April2018.

The Company has opened its Issue on 12th April2018 and closed the issue on17th April2018. The Company offered 1732000 Equity Shares at Rs.60/-.

Further after taking due approvals from various regulatory authorities the equityshares of your company had got successful subscribed 9.48 times and got listed on theEmerge-the SME Growth Platform of National Stock Exchange on 25th April2018.

REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE

The Company had allotted 1732000 equity shares of face value of Rs 10/ - each at anissue price of Rs. 60/ - each (including share premium of Rs 50/- each) through InitialPublic Offering (IPO) pursuant to Regulation 32(8) of the SEBI (Listing obligations andDisclosure Requirements) Regulation 2015 we hereby state that there is no deviation(s)or variation(s) in utilizing of public issue proceeds and the fund raised from the abovesaid issue have been fully utilized for the purpose for which they were issued.

The above statement(s) has been placed before the Audit committee on regular intervalfor review and has been approved by the Audit committee.

AUDIT COMMITTEE:

The Board has Re constituted an Audit Committee pursuant to the provisions of Section177(1) of the Companies Act 2013 due to resignation of Mr. Dharmendra KanabarIndependent Director of the Company . 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. Dineshchandra Sakariya 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 four meetings of the committee was held on 30 May 2018 and 05November2018

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 theCommittee 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 two meetings of the committee was held on 04 May2018 and 05September2018.

STAKEHOLDERS' RELATIONSHIP COMMITTEE :-

The Board had Re constituted a "Stakeholders Relationship Committee" pursuantto the provisions of Section 178 of the Companies Act 2013 due to resignation of Mr.Dharmendra Kanabar Independent Director of the Company. The Composition of thestakeholders relationship committee is as under :

Sr.No. Name Designation Designation in committee
1. Mr. Hardik M. Patel 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.

During the year two meetings of the committee was held on 24 April 2018 and 25 October2018.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31 2019 The Company has neither subsidiary nor Joint Venture Company norAssociate Company.

AUDITORS :

M/S Mukund v. Mehta Chartered Accountants have conveyed their consent to be Reappointed as statutory auditor of the company for Financial Year 2019-20 along withconfirmation that their Re appointment if approved by shareholders in 5thAnnual General Meeting would be within the prescribed 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 2018-19.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 the Board of Directors had appointedMr. Vijay Anadkat & Associates Practicing Company Secretaries having C.P.No.12051 toundertake the Secretarial Audit of the Company for the F.Y. 2018-19. The Secretarial AuditReport is attached to this report as "Annexure-1". The Secretarial AuditReport does not contain any qualification reservation adverse remark. Therefore it doesnot call for any further comments.

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.

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 stepstaken or impact on conservation of energy : Company has constructed Cold Storage facilityhaving facility of 5000 Matric Ton The plant is constructed with Combination of ourancient temperature control in addition to modern structures which results in lesselectricity consumption and seeds can be stored for long period and viability of the seedscan be extended.

(ii) the capital investment on energy conservation equipment :

Company has implanted solar panel for conservation of Energy. This has resulted insavings in cost by use of alternate source of energy. This investment in Solar Plant hashelped the Company to generate electricity as an alternate source of energy and reduceelectricity cost incurred in factory to a great extent.

(B) TECHNOLOGY ABSORPTION:

(i) The benefits derived like product improvement cost reduction product developmentor import substitution :

High quality standards helps in maintaining a better image in the market and has helpedin improving the marketability of the products. There is a comprehensive quality controlto ensure that the Company's products meet international standards.

(i) the expenditure incurred on Research and Development :

Your company is having strong Research & Development activities and has experiencedR & D Team. During the year your company has spent approx. Rs. 81.44 lakhs forResearch & Development Activities. Further during the year your company has treasuredprestigious recognition to R & D Units of the company by which company can availcustom/central excise duty exemption on the purchase/import of equipment consumablesinstruments and spares there of used for Research & development activities during theperiod of recognition by The Department of Scientific and Industrial Research (DSIR) ofMinistry of Science & Technology New Delhi.

(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 NIL NIL
(I) Import of Seeds (In Euro) 1.23 101.75
(II) Import of Seeds (In $) 0.32 22.75

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 :- 2

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 3 .

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.

CORPORATE GOVERNANCE

Since the Company's securities are listed on SME Emerge Platform of National StockExchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 the compliance with the corporate governanceprovisions as specified in 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 are not applicable to the Company.Hence corporate governance does not form part of this Boards' Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted astrong steps on prevention prohibition and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and

Redressal) Act 2013 and the rules and no complaint has been received on sexualharassment during the financial year 2018-19.

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 and Rule8(2) of the Companies (Accounts) Rules 2014: Particulars of contracts or arrangementswith related parties referred to in sub-section (1) of section 188 in the form AOC-2 as Annexure4.

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 :- 5

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. annexure :- 6

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: 02/09/2019 BOMBAY SUPER HYBRID SEEDS LIMITED
SD/- SD/-
Mr. Arvindkumar J Kakadia Mr. Kiritkumar J Kakadia
Managing Director Whole Time Director
Din: 06893183 Din: 06893686

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