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Hindustan Agrigenetics Ltd.

BSE: 519574 Sector: Others
NSE: N.A. ISIN Code: INE092301014
BSE 05:30 | 01 Jan Hindustan Agrigenetics Ltd
NSE 05:30 | 01 Jan Hindustan Agrigenetics Ltd

Hindustan Agrigenetics Ltd. (HINDUSTANAGRIG) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 30th the ANNUAL REPORT onthe business and operations of your Company along with the Audited annual Accounts for thefinancial year ended on 31st March 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The Financial of the Company as on 31st March 2020 is as under:-

Current Year Previous Year
As on 31.3.2020 As on 31.3.2019
Receipts/Income 31.95 18.65
Profit before Taxes (36.51) (12.97)
Less Deferred Tax 69.18 01.33
Profit/ (Loss) after Taxes 32.68 (11.64)
Share Capital 440.02 440.02

2. TRANSFER TO RESERVES

During the year under review no amount has been transferred to reserves.

3. IMPACT OF CORONAVIRUS (COVID-19)

Corona virus (Covid 19) outbreak is an unprecedented global situation that the world isdealing with in terms of its human and economic consequences. In the last month of FY2020 it forced governments in several countries to enforce lockdowns of all economicactivities. For the Company the focus shifted to ensuring the health and well-being ofall stakeholders. To the extent possible Company has tried to negate the impact throughremote working.

4. Extension of 30th Annual General Meeting

The 30th Annual General Meeting of the members of the company in respect ofthe year ended on 31st March 2020 was required to be held on or before 30thSeptember 2020. The company was not in a position to hold its Annual General Meetingwithin the stipulated time period due to spread of Novel Corona virus and consequentnationwide lockdown announced by Government of India.

Since the Board was not in position to hold the 30th AGM within due date itmade an application to the Registrar of Companies National Capital Territory of Delhi andHaryana on 08.09.2020 and same was approved by the Registrar 24.09.2020. The Ministry ofCorporate Affairs also gave a similar relaxation to all companies in India by its orderdated 08.09.2020 by giving a general approval for extension of holding Annual GeneralMeeting for the FY ending 31.03.2020 upto 3 months from the due date by which the AGMought to have been held.

5. DIVIDEND

Due to insufficient profits the Board of Directors of your Company does not recommendthe declaration of any Dividend.

6. STATE OF COMPANY'S AFFAIRS

On annual basis revenue from operations for the financial year 2019-20 at Rs. 18.73lakhs was higher over last year (Rs. 6.12 lakhs in 2018-19).

7. CHANGE IN THE NATURE OF BUSINESS

During the year the Company continues to engage in the business of Hybrid seedsTissue culture Floriculture and no significant changes have taken place during the yearin the nature of business carried on by the Company.

8. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

In the opinion of the Board of Directors no material changes and/or commitment havetaken place after the end of the financial year and till the date of Board‘s presentreport which affect the financial position of the Company.

9. SHARE CAPITAL

During the year no changes have taken place in the Share Capital of the Company.

10. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or an Associate Company. Duringthe year no Company have become or ceased to be a subsidiary joint venture or associateof the Company. Therefore the provisions relating to performance reports of SubsidiaryJoint Venture or an Associate Company as required under Rule 8(1) of the Companies(Accounts) Rules 2014 are not applicable to the Company.

11. ADEQUATE INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL

STATEMENTS

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company‘s internal financial controls were adequate and effective during thefinancial year 2019-20.

12. ORDER OF AUTHORITY

As specified in rule 8 (vii) of Companies (Accounts) Rules 2014 no significant andmaterial orders have been passed by any regulators or courts or tribunals etc which havethe impact on the going concern status and Company‘s operations in future.

13. INFORMATION UNDER SECTION 197 READ WITH RULE 5 OF COMPANIES

(APPOINTMENT AND REMUNERATION) RULES 2014 WITH RESPECT TO REMUNERATION

As per Section 197 of the Act read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 information required are given below:

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non executive directors Ratio to median remuneration
MS. MANNU KOHLI NA
MR. PRANAV KAPUR NA
MR. SUNNY SRIVASTAVA NA
Executive directors Ratio to median remuneration
MR. PRITAM KAPUR NIL
MS. CHANDNI KAPUR NIL

(b) The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
None N.A.

(c) The percentage increase in the median remuneration of employees in the financialyear : NIL (d) The number of employees on the rolls of Company : Four (e) The explanationon the relationship between average increase in remuneration and company performance : NA(f) Comparison of the remuneration of Key Managerial Personnel against the performance ofthe Company :

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2019-20 NIL
Revenue Rs. 31.95 Lakhs
Remuneration of KMPs (as % of revenue) 7.5%
Profit Before Tax (PBT) Rs. 32.68 Lakhs
Remuneration of KMP (as % of PBT) 7.3%

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2020 March 31 2019 % change
Market Capitalisation Rs 440 lacs Rs 440 lacs Nil
Price Earnings ratio - - -

(h) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 2020 (Public issue Price) % change
Market Price (BSE) Not quoted 10.00 NA

(i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL

(j) Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

(Pritam Kapur) Executive Director and Managing Director (CHANDNI KAPUR) Chief Financial Officer (Neha Mittal) Company Secretary
Remuneration in FY 2019-20 (Rs Lakhs) NIL NA NA
Revenue (Rs Lakhs) 31.95 Lakhs
Remuneration as % of Revenue NA NA NA
Profit before tax (PBT) (Rs Lakhs) -36.51 Lakhs
Remuneration as % of PBT NA NA NA

(k) The key parameters for any variable component of remuneration availed by thedirectors:

None.

(l) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

None.

(m) Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms that the remuneration is as per the remuneration policy of theCompany.

The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

No person employed throughout the financial year was in receipt of remuneration forthat year of Rs. 6000000/- or more nor was any of them employed for a part of thefinancial year was in receipt of remuneration of Rs. 500000/- or more per month duringany part of the year under consideration. Thus the provisions of Rule 5(2) of Companies(Appointment and Remuneration) Rules 2014 are not applicable.

14. DIRECTORS a. Change in the Directors/ Key Managerial Person

During the financial year under review Ms. Mannu Kohli stepped down as CFO andthereafter Ms. Chandni Kapur was appointed as CFO. There were no other change occurred inthe composition of the Board of Directors/Key Managerial Person.

In pursuance of the provisions of Section 152 of the Act Mr. Pranav Kapur Ms. MannuKohli and Ms. Chandni Kapur retires at the forthcoming Annual General Meeting and beingeligible offer themselves for reappointment.

The Board of Directors recommends for the reappointment of the aforesaid Directors atthe forthcoming Annual General Meeting.

The present Composition of the Board of Directors and Key Managerial Personnel is asfollows:

Mr. Pranav Kapur Chairman

Mr. Pritam Kapur Managing Director

Ms. Chandni Kapur Director and Chief Financial Officer Ms. Mannu Kohli Director Ms.Neha Mittal Company Secretary & Compliance Officer

b. Declaration of Independence

As per the Section 149(7) of the Act the Board of Directors have received aDeclaration of Independence from each of the Independent Director(s) to the effect thathe/she meets the criteria of independence as provided in Section 149(6).

c. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(?SEBI ) under Regulation 17 of the Securities And Exchange Board Of India (ListingObligations And Disclosure Requirements) Regulations 2015 (?Regulation 17 ). Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness 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 (?NRC )reviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

15. COMMITTEES OF THE BOARD AND VIGIL MECHANISM

The details pertaining to composition of Various Committees as prescribed in theCompanies Act 2013 are included in the Corporate Governance Report which forms part ofthis report. Vigil Mechanism

The Company has not borrowed money from banks & financial institutions in excess ofRs. 50 Crores. Therefore the Company is not required to establish a Vigil Mechanism inpursuance of Section 177(9) of the Act.

16. NUMBER OF BOARD AND COMMITTEE MEETINGS

During the year under review seven meetings of the Board of Directors of the Companywere held. For details on the Board and Committee meetings please refer to the CorporateGovernance report which forms part of this report.

17. STATUTORY AUDITORS

As per Section 139(1) of the Companies Act 2013 a Company is required to appoint anauditor at the Annual General Meeting. The Shareholders in the 27th AnnualGeneral Meeting held on 29.09.2017 had appointed M/s Sharma Anand & Co. CharteredAccountants as the Statutory Auditors for a period of five years subject to ratificationat each Annual General Meeting.

In pursuance thereof the appointment of the Statutory Auditors of the Company M/sSharma Anand & Co. Chartered Accountants are proposed to be ratified at theforthcoming Annual General Meeting. The Company has received a certificate from theStatutory Auditors in this regard. The Board of Directors recommends their ratification.

18. AUDITORS' REPORT AND ITS EXPLANATION

The comments made by the Auditors in their report have been duly explained in theattached Notes to Accounts and do not require any further explanation.

19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Act the Board of Directors of the Companyappointed M/s. G.R Gupta & Associates Company Secretaries to conduct the Secretarialaudit of the Company for the year 2019-20. M/s. G.R Gupta & Associates CompanySecretaries conducted the Secretarial Audit and have submitted their Report to the Boardof Directors which is annexed to and forms part and parcel of this report. The commentsmade by the Auditors in their report are self explanatory and do not require any furtherexplanation.

The Board of Directors have re-appointed M/s G.R Gupta & Associates CompanySecretaries to conduct the secretarial audit for the year 2020-21.

20. INTERNAL AUDITOR

As per the requirements of Section 138 of the Companies Act 2013 a listed Company isrequired to get an internal audit conducted. In pursuance of Section 138 of the Act M/sHukam Vijay & Company Chartered Accountants practicing at 304 Rohini Complex WA121 Shakarpur Delhi 110 092 have been appointed to conduct the Internal audit for thefinancial year 2020-21.

21. INTER- CORPORATE LOANS GUARANTEE S AND INVESTMENTS

There were no outstanding loans or investments or guarantees covered under theprovisions of Section 186 of the Act.

22. RELATED PARTY TRANSACTIONS

During the year under review the Company has not entered into any contract orarrangement with any Related Party. Therefore the provisions of Section 134(3)(h) readwith Rule 8 of the Companies (Accounts) Rules 2014 requiring justification entering intosuch contract and arrangement and other details in specified form AOC-2 are notapplicable.

23. PUBLIC DEPOSITS

The Company has neither invited or accepted any Public Deposits as per the provisionsof the Companies Act 2013 during the financial year under review neither any suchdeposits are unpaid or unclaimed during the year. Therefore the provisions of Rule 8(v)and 8(vi) of the Companies (Accounts) Rules 2014 are not applicable.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE

The information and details as per the provisions of Rule 8(3) of the Companies(Accounts) Rules 2014 are as follows:

CONSERVATION OF ENERGY

During the year under review adequate energy conservation measures have been put inplace. The officers of the Company are made aware from time to time the various methodsto conserve energy including the utilizing the alternate sources of energy. No capitalinvestment on energy conversation equipments was made by the Company during the year underreview.

TECHNOLOGY ABSORPTION

The Company is not engaged into the technology dependent business activities. Howeverwherever possible continuous efforts and effective improvements were made during the yearfor technology absorption in respect of the business being carried on by the Company.

The Company has not imported any technology during the last three years and noexpenditure has been incurred on Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange spent : NIL
Foreign exchange earned : NIL

25. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the Company has been outside the purview of CorporateSocial Responsibility because company is suffering loss in year 2019-20.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Company continues to comply with the various listing requirements of the StockExchanges and has taken steps for applying to the Bombay Stock Exchange for revocation ofits suspension.

The operations of the company remain suspended. However the company is investigatingother avenues for its revival.

The management Discussion and Analysis Report for the year under review as stipulatedunder regulation 17 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock exchange is presented in aseparate section forming part of the annual report.

27. REPORT ON CORPORATE GOVERNANCE

As per the applicable SEBI Regulations and Circulars the Company is not required atpresent to comply with the Corporate Governance provisions.

28. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 with Stock Exchange and AccountingStandards of The Institute of

Chartered Accountants of India your company has made proper disclosures in financialstatements in respect of Consolidated Financial Statements Related Party Transactions andDeferred Taxation. The Company has duly adopted all the applicable Accounting Standards inpursuance to the provisions of the Companies Act.

29. FILING OF CASE IN RESPECT OF COMPENSATION FOR ACQUISITION OF GREEN

HOUSE BY THE OUTER RING ROAD AUTHORITY

The land of the company situated at Dundgal Hyderabad had been acquired by theGovernment. However the compensation received from the Government in respect to such landwas not fair and adequate. The Board of Directors have filed a suit against the Outer RingRoad Authorities of the Government of erstwhile Andhra Pradesh at the Ranga Reddy Courtsfor improving the compensation given to the company for the losses suffered on account ofthe cost of imported green house standing on the land acquired for the construction of thering road.

30. DIRECTORS' RESPONSIBILITY STATAEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors‘

Responsibility Statement forms part of the Directors‘ Report. Your Directors givehereunder the

Statement relating to the Accounts of the Companythat:

1) All the applicable Accounting Standards have been followed in the preparation of theaccompanying annual Accounts along with proper explanation relating to materialdepartures.

2) The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2020 and of the Profit or Loss of the Company for the said period;

3) The Directors have taken proper and sufficient care 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; and

4) The Directors have prepared the Annual Accounts on a going concern basis.

5) The Directors have laid down internal financial Controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

6) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that system were adequate and operating effectively.

31. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to all concerned agencies for theircontinued co-operation extended to the Company.

On behalf of the Board of Directors

For HINDUSTAN AGRIGENETICS LIMITED

PRITAM KAPUR PRANAV KAPUR CHANDNI KAPUR NEHA MITTAL
Managing Director Chairman Director & CFO Company Secretary
DIN- 00461538 DIN: 00485910 DIN: 07007247 ACS-A74177
Place: New Delhi
Date: 28.11.2020

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