R J Bio-Tech Ltd.
|BSE: 536456||Sector: Others|
|NSE: N.A.||ISIN Code: INE594O01015|
|BSE 00:00 | 22 Oct||R J Bio-Tech Ltd|
|NSE 05:30 | 01 Jan||R J Bio-Tech Ltd|
|BSE: 536456||Sector: Others|
|NSE: N.A.||ISIN Code: INE594O01015|
|BSE 00:00 | 22 Oct||R J Bio-Tech Ltd|
|NSE 05:30 | 01 Jan||R J Bio-Tech Ltd|
To the Members
Your directors have pleasure in presenting the Fourteenth Annual Report on the businessand operations of Company and the financial accounts for the year ended 31st March2019.
The financial highlights of your Company for the year ended 31st March2019 are summarized below:
Kindly refer to Corporate Governance Report and Management Discussion & Analysisannexed as ANNEXURE I and III forms part of this report.
There is no profit during financial year 2018-19 to the company. Board of Directors hasnot recommended dividend for the period.
The paid up equity share capital as on 31st March 2019 was Rs.94676000/- divided into 9467600 equity shares of face value of Rs. 10/- each. Therewas no public issue rights issue bonus issue or preferential issue etc. during theyear. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
Full version of the Annual Report 2018-19 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the
requirements of Schedule III to the Companies Act 2013 Directors' Report (includingManagement Discussion and Analysis Corporate Governance Report) are being sent via emailto all shareholders who have provided their email address (es).
Full version of Annual Report 2018-19 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 at www.ribiotech.com
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.
In the Fourteenth Annual General Meeting of the Company M/S Deepa Ankit Jain &Associates Chartered Accountants Delhi (ICAI Registration No. 023987N) are appointed asthe Statutory Auditors of the Company to hold office until the conclusion of theNineteenth Annual 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. 11.53 Crores during the year ended 31stMarch 2019 and also its current liabilities over current assets exceeded by Rs. 18.87crores.
- The company has accumulated losses and its Net Worth has been fully eroded.
- The Company's financing arrangements expired and the amount outstanding of Rs. 36.11Crores was payable on March 31 2019. The Company has been unable to re- negotiate orobtain replacement financing and is currently classified by bank as Non-Performing Assets.
ii. As per the information & explanations given management has sent balanceconfirmations to outstanding debtors but we have not received the confirmations. In theabsence of unavailability of confirmations we are unable to confirm or verify byalternative means accounts receivable included in the Balance Sheet at a total amount ofRs. 17.86 crores (before provision for bad & doubtful debts of Rs. 7.84 Crores) as atMarch 31 2019.
As a result of the matters stated in Para (ii) we were unable to determine whether anyadjustments might have been found necessary in respect of recorded receivables in theBalance Sheet and the corresponding elements making up the Statement of Profit and Lossand Cash Flow Statement.
Directors Comments on the Statutory Auditors Report:
i. The Company is engaged in Seed Industry which takes long time to establish the brandname in the farming community. Once the products are established in market there is nolooking back. Our company has also faced initial problem like identifying good dealersnetwork and honest marketing staff.
ii. The Company had taken due efforts to provide the confirmation of outstanding
balances from all its debtors. Management has already sent balance confirmations tooutstanding debtors but due to ongoing season the Company could not get theirconfirmations in full well in time confirmations are still awaited and as a matter ofsafety Company has made the provision of 10% for the Doubtful Debts for the CurrentFinancial Year.
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 FY2018-19. The Secretarial Audit Report in Form No MR-3 for the FY 2018-19 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 2018-19 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's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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 anintegral part of the internal control system of the Company. To maintain its objective andindependence the Internal Auditors report to the Audit Committee of the Board. TheInternal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystems in the Company.
The Management has been also taking effort to more improve internal financial controlat all level of the company.
Appointment of Directors:
Mr. Harshwardhan Raghavendra Joshi (holding DIN 06742716) and Ms. Aditi RaghvendraJoshi (holding DIN 05168412) appointed under Section 152(2) of the Companies Act 2013.
The brief resume of Mr. Harshwardhan Raghavendra Joshi (holding DIN 06742716) and Ms.Aditi Raghvendra Joshi (holding DIN 05168412) nature of their expertise in specificfunctional areas names of the companies in which they have held directorships committeememberships / chairmanships their shareholding etc. are furnished in the explanatorystatement to the notice of the ensuing AGM.
Mr. Raghvendra Shripatrao Joshi resigned from the post of director because of personalreason on 14th June 2019.
Mrs. Meena Raghvendra Joshi resigned from the post of director because of personalreason on 14th June 2019.
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.
Mr. Jayant Govind Deshpande resigned from the post of director because of personalreason on 5th January 2019.
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) Mr. Anand Phalke-Company Secretary
2) Mrs. Aarti Pawar -Chief Financial Officer
3) Mr. Ravikumar Venkata Singamsetty - Manager
4) Mr. Ramchandra Gajanan Nake - Chief Executive Officer
Mr. Ramchandra Gajanan Nake has been appointed as the Chief Executive Officer of theCompany on June 11 2019.
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
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's websitewww.ribiotech.com
Related Party Transactions:
Pursuant to Sub-Section 1 of Section 188 of the Companies Act 2013 there was norelated party transactions entered into by the Company during the financial year 201819.The related party disclosures as per Accounting Standard 18 issued by the Institute ofChartered Accountants of India are as mentioned in Note No. 32 of Notes to Accounts inthe Annual Report.
Particulars of Loans Guarantees or Investments under Section 186 of theCompanies Act 2013:
There is no loan given or guarantee provided or investment made by the Company duringthe financial year 2018-19 as per Section 186 of the Companies Act 2013.
Disclosure on Audit Committee:
The Audit Committee as on March 31 2019 comprises of the following IndependentDirectors:
1) Mr. Anil Vasant Dharmadhikari (Chairman)
2) Mr. Balram Ramchandra Yerme (Member)
3) Mrs. Meena 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 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 by auditors under Section 143 (12) ofCompanies Act 2013:
During the financial year ended 31st March 2019 there were no fraudsreported by the auditors to the Audit Committee or the Board under Section 143 (12) of theCompanies Act 2013.
Your Company has not accepted any deposits under Section 73 of the Companies Act 2013during the period under review.
The details of contingent liabilities are given in Note No. 36 of the Notes toFinancial Statements.
Nature of Business:
There has been no change in the nature of business of the Company.
The Company enjoyed cordial relations with its employees at all levels. Your Directorsappreciate the support and co-operation provided by all the employees.
Your Company's shares continue to be listed on the SME platform of BSE Limited and areactively 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 harassment complaintsreceived and disposed off during the year
No. of complaints received: Nil No. of complaints disposed off: NA
Code of conduct for prevention of insider trading and code of practices andprocedures for fair disclosure of unpublished price sensitive information:
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time the Company has in place the Codeof Conduct for prevention of Insider Trading and code of practices and procedures for fairdisclosure of unpublished price sensitive information. The Code of Conduct is available onthe Company's Website www.ribiotech.com.
Policy for preservation of documents and archival policy:
In compliance with Regulation 9 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timethe Company has in place policy for preservation of document.
Your Directors are pleased to express their gratitude for all the co-operation andassistance received from bankers members customers vendors various Governmentauthorities and employees for their support and faith in the Company.
Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Top Ten Employees in terms of remuneration drawn during the year 2018-19
1. The employees have adequate experience to discharge responsibilities assigned tothem.
2. None of the employees are relatives of the Directors of the Company.
3. The nature of employment is not contractual.
4. No employee listed above holds by himself / herself or along with his / her spouseand dependent children any Equity Shares of the Company except Mr. Shelke who holds 0.22%Equity Shares.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
(Pursuant to clause (m) of sub-section (3) of section 134 of the Act and Rule 8(3) ofthe
Companies (Accounts) Rules 2014)
A. Particulars with respect to conservation of energy.
i. Steps taken or impact on conservation of energy.
The power consumption of the Company as a percentage of the total turnover comes to anegligible per cent. The efforts of the company are aimed to minimise energy consumptionin spite of the rapid increase in operations of the company
ii. Steps taken for utilizing alternative sources of energy
As the energy consumption to total turnover is very minimal use of alternate source ofenergy is presently not required.
iii. Capital Investment on energy conservation equipment
As the energy consumption to total turnover is very minimal investment in EnergyConservation Equipments is presently not required.
B. Particulars with respect to technology absorption Your Company has not imported anytechnology.
C. Particulars of Foreign Exchange Earnings and Outgo
The details of earnings and expenditure in foreign currency are given in Note 35 in theNotes to the Accounts.