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R J Bio-Tech Ltd.

BSE: 536456 Sector: Others
NSE: N.A. ISIN Code: INE594O01015
BSE 00:00 | 14 Jun R J Bio-Tech Ltd
NSE 05:30 | 01 Jan R J Bio-Tech Ltd
OPEN 8.25
PREVIOUS CLOSE 8.25
VOLUME 3000
52-Week high 8.90
52-Week low 5.12
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.25
CLOSE 8.25
VOLUME 3000
52-Week high 8.90
52-Week low 5.12
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R J Bio-Tech Ltd. (RJBIOTECH) - Director Report

Company director report

To the Members

Your directors have pleasure in presenting the Sixteenth Annual Report on the businessand operations of Company and the financial accounts for the year ended 31stMarch 2021.

• Financial Highlights:

The financial highlights of your Company for the year ended 31st March2021 are summarized below:

(Rs. In Lakhs]

Particulars 2020-2021 2019-2020
Net Sales 1579.61 1349.78
Less: Total Expenses 2850.85 1774.74
Operating Profit -1271.24 -424.96
Less: Interest Expenses -296.93 9.34
Profit Before Tax -1568.18 -415.62
Profit After Tax -1568.18 -415.62
Surplus carried forward to Balance Sheet -1568.18 -415.62
Basic Earnings per share (In Rs.] -16.56 -4.39

• Operational review:

Kindly refer to Corporate Governance Report and Management Discussion & Analysisannexed as ANNEXURE I and III forms part of this report

• Dividend:

There is no profit during financial year 2020-21 to the company. Board of Directors hasnot recommended dividend for the period.

• Share Capital

The paid up equity share capital as on 31st March 2021 was Rs. 9 4676000/- divided into 94 67 600 equity shares of face value of Rs. 10/- each. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares norhas it granted any stock options.

• Financial Statements

Full version of the Annual Report 2020-21 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors’ Report (including

Management Discussion and Analysis Corporate Governance Report) are being sent viaemail to all shareholders who have provided their email address (es).

Full version of Annual Report 2020-21 is also available for inspection at theregistered office of the Company during working hours upto the date of ensuing AnnualGeneral Meeting (AGM). It is also available at the Company’s website atwww.ribiotech.com

• Subsidiaries

The Company does not have any subsidiary within the meaning of the Companies Act 2013.

• Particulars of remuneration of Directors / KMP / Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached to this Report as ANNEXUREIV.

• The conservation of Energy and Technology Absorption. Foreign Earnings andOutgo:

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is given in ANNEXURE V whichforms part of this Report

• Statutory Auditors:

In the 15th Annual General Meeting of the Company M/s S M Bangad & CoChartered Accountants Aurangabad (Firm Registration No. 100974W) were appointed as theStatutory Auditors of the Company to hold office until the conclusion of the 20thAnnual General Meeting.

Statutory Auditors Comments on their Report:

The Statutory Auditors have made certain disclaimer. The disclaimer made by theStatutory Auditors in the Auditors Report is as follows:

i. Following events or conditions indicate that a material uncertainty exists that maycast significant doubt on the Company’s ability to continue as a going concern andtherefore it may be unable to realise its assets and discharge its liabilities in thenormal course of business. The financial statements (and notes thereto) do not disclosethis fact. However the standalone financial statements of the Company have been preparedon a going concern basis.

We draw attention to the standalone financial statements which indicates that -

- The Company has incurred a net loss of Rs. 15.68 Crores during the year ended 31stMarch 2021 and also its current liabilities over current assets exceeded by Rs. 39.07crores.

- The company has accumulated losses and its Net Worth has been fully eroded.

- The Company’s financing arrangements expired and the amount outstanding ofRs.36.17 Crores was payable on March 31st 2021. The Company has been unable to re-negotiateor obtain replacement financing and the loan to the company is currently classified bybank as Non Performing Asset. The bank has recently declared the company as a willfuldefaulter and hence further alternate financing from the banking system seems to bedifficult.

ii. Under the Micro Small & Medium Enterprises Development Act 2006 which cameinto force from 2nd October 2006 certain disclosures are required to be made relating toMicro Small & Medium Enterprises. No such disclosures are made in financialstatements in the absence of relevent information with the company which is not incompliance with the requirements of Schedule III of the Companies Act 2013.

iii. The company has not determined the liability towards retirement benefits such asleave encashment etc. as per the Accounting Standard 15 - "Employee Benefits"prescribed under section 133 of the Companies Act 2013. No provision has been made in thebooks of accounts for the above liability as per the acturial valuation report. Thefinancial statements do not disclose the financial impact of the above provisions. TheLoss in the statement of Profit & Loss and Current Liabilities are understated to thatextent. This constitutes a departure from the Accounting Standard -15 "EmployeeBenefits".

iv. The company has not accounted for interest on loans taken from banks during theyear. This is not in compliance with the accounting policies followed by the company tilllast financial year where in interest accrued on loans was accounted for in the books.

Directors Comments on the Statutory Auditors Report:

i. The Company can revive effectively in coming years by increasing its sale which isalready evidenced in the sales of Rs. 15.79 cr. achieved in 2020-21 against Rs.13.38 cr.in 2019-20. The increasing trend in the sales itself is a positive sign the companyproposes to restructure its debt obligations. The promoters has infused unsecured loan ofRs. 3.64 Cr. till 31/03/2021 to operate the activity smoothly. The company is havingexperienced marketing staff and good dealers and distributors network to increase thesales. The company is having wide range of varieties of field crops and vegetables.

In the matter of Wilful defaulter the company is in consultation with its legalcounsels to challenge the decision by taking appropriate legal action that may berequired in this regard.

ii. The company has sent necessary communication to all the vendors to confirm theirMSME Status however the confirmation is awaited.

iii. Company has obtained demand note for every year from LIC towards the trust createdfor Gratuity / Retirement Benefits/ Leave Encashment as per the Accounting Standard 15.The said amount as per demand note issued by LIC is adjusted against the unpaid amountpending with LIC.

iv. Due to the account is NPA company has not accounted for interest on loans takenfrom banks.

• Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s Nitin S. Sharma & Associates Practicing CompanySecretaries Aurangabad to undertake the Secretarial Audit of the Company for the FY2020-21. The Secretarial Audit Report in Form No MR-3 for the FY 2020-21 is annexedherewith as ANNEXURE II and forms a part of this report.

There are no qualifications or observations or other remarks mentioned by theSecretarial Auditors in their Report for the financial year 2020-21 which call for anyexplanation from the Board of Directors.

• Adequacy of Internal Financial Control System:

According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report. The Company has a well placed proper and adequate IFCsystem which ensures that all assets are safeguarded and protected and that thetransactions are authorised recorded and reported correctly. The Internal

Auditors are an integral part of the internal control system of the Company. Tomaintain its objective and independence the Internal Auditors report to the AuditCommittee of the Board. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control systems in the Company.

The Management has been also taking effort to more improve internal financial controlat all level of the company.

• Directors:

Mr. Anil Dharmadhikari resigned from the post of Independent Director because ofpersonal reason on 04th March 2021.

Mr. Prashant Chandresh Shukla appointed as an Additional Director (Independent) on 04thMarch 2021.

Mr. Ravi kumar Venkata Singamsetty resigned from the post of Manager on 05th February2021.

Mr. Ramchandra G. Nake resigned from the post of Chief Executive Officer on 28th August2020.

Declaration by Independent Directors:

In terms of Section 149(7) of the Act the Independent Directors of the Company havesubmitted their declaration confirming compliance with the criteria of independence asstipulated under Section 149(6) of the Act.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

1) Harshna Saxena - Company Secretary

2) Mr. Yogesh Shelke - Chief Financial Officer

• Extract of the Annual Return:

In accordance with requirements under Section 134(3) (a) of the Companies Act 2013the details forming part of the extract of the Annual Return in form MGT 9 is available onCompany’s website www.rjbiotech.com

• Corporate Governance:

Company continues to adhere to better Corporate Governance true & fair practices.A detailed report is annexed as ANNEXURE I and forms part of this report.

• Number of Meetings of the Board of Directors and Committee Meetings:

The details regarding the number of meetings of the Board of Directors and Committeemeetings during the period under review is given in the Corporate Governance Report.

• Performance Evaluation of the Board its Committees and Individual Directors:

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations 2015 the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.

• Management Discussion and analysis:

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE IIIand forms part of this report.

• Vigil Mechanism for Directors and Employees:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 the Company has in place a vigil mechanism forDirectors and employees of the Company.

• Nomination and Remuneration Policy:

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the Nomination and Remuneration Committee of the Board of Directors has inplace a policy which deals with the manner of selection of Board of Directors and ManagingDirector and their remuneration. The objectives and key features of this policy are:

a) Formulation of the criteria for determining qualifications positive attributes ofdirectors Key Managerial Personnel (KMP) and senior management personnel and alsoindependence of Independent Directors;

b) Aligning the remuneration of Directors KMPs and senior management personnel withthe Company’s financial position remuneration paid by its industry peers etc.;

c) Performance evaluation of the Board its committees and Directors includingIndependent Directors;

d) Ensuring Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down; and

f) Directors’ induction and continued training.

The Nomination and Remuneration policy of the Company is available on Company’swebsite www.rjbiotech.com

• Related Party Transactions:

Pursuant to Sub-Section 1 of Section 188 of the Companies Act 2013 all transactionswith related parties are in compliance with section 177 and 188 of Companies Act 2013 andthe details have been disclosed in the Financial Statements as required by AS-18.

• Particulars of Loans. Guarantees or Investments under Section 186 of theCompanies Act. 2013:

Company has complied the provisions of Section 185 and 186. The Company has not givenany guarantee to others.

• Disclosure on Audit Committee:

The Audit Committee as on March 31 2021 comprises of the following IndependentDirectors:

1) Mr. Prashant Chandresh Shukla (Chairman)

2) Mr. Balram Ramchandra Yerme ( Member)

3) Ms. Aditi Raghavendra Joshi ( Member)

All the recommendations of the Audit Committee were accepted by the Board of Directors.

• Risk Assessment and Management:

Your company is exposed to various business risks. These risks are driven throughexternal factors like economic environment competition regulations etc. Your Company hasbeen on a continuous basis reviewing and streamlining its various operational and businessrisks involved in its business. Your Company also takes all efforts to train its manpowerfrom time to time to handle and minimize these risks.

• Directors' Responsibility Statement:

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

b) 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 the end of the financial year and ofthe profits and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies

Act 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

• Details in respect of frauds reported bv auditors under Section 143 f!21 ofCompanies Act. 2013:

During the financial year ended 31st March 2021 there were no fraudsreported by the auditors to the Audit Committee or the Board under Section 143 (12) of theCompanies Act 2013.

• Fixed Deposits:

Your Company has not accepted any deposits under Section 73 of the Companies Act 2013during the period under review.

• Contingent Liabilities:

The details of contingent liabilities are given in the Notes to Financial Statements.

• Nature of Business:

There has been no change in the nature of business of the Company.

• Industrial Relations:

The Company enjoyed cordial relations with its employees at all levels. Your Directorsappreciate the support and co-operation provided by all the employees.

• Listing:

Your Company’s shares continue to be listed on the SME platform of BSE Limited andare actively traded.

• Policy against Sexual Harassment at Workplace:

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal Complaints’ Committee. The following is a summary of sexual harassmentcomplaints received and disposed off during the year

No. of complaints received: Nil No. of complaints disposed off: NA

.