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R J Bio-Tech Ltd.

BSE: 536456 Sector: Others
NSE: N.A. ISIN Code: INE594O01015
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OPEN 6.90
CLOSE 7.24
VOLUME 12000
52-Week high 11.95
52-Week low 5.05
P/E
Mkt Cap.(Rs cr) 7
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 Fourteenth Annual Report on the business and operations of Company and the financial accounts for the year ended 31st March 2019.

 Financial Highlights:

The financial highlights of your Company for the year ended 31st March 2019 are summarized below:

(Rs. In Lakhs)
Particulars2018-20192017-2018
Net Sales1025.03902.76
Less: Total Expenses1764.501707.39
Operating Profit/ Loss-1153.20-1193.48
Less: Interest Expenses413.74388.84
Profit Before Tax-1153.06-2076.66
Profit After Tax-1153.06-2076.66
Surplus carried forward to Balance Sheet-1153.06-2076.66
Basic Earnings per share (In Rs.)-12.18-21.93

 Operational review:

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

 Dividend:

There is no profit during financial year 2018-19 to the company. Board of Directors has not recommended dividend for the period.

 Share Capital

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. There was no public issue rights issue bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights sweat equity shares nor has it granted any stock options.

 Financial Statements

Full version of the Annual Report 2018-19 containing complete Balance Sheet Statement of Profit & Loss other statements and notes thereto prepared as per the requirements of Schedule III to the Companies Act 2013 Directors' Report (including Management Discussion and Analysis Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es).

Full version of Annual Report 2018-19 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website at www.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 Section 197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to this Report as ANNEXURE IV.

 The conservation of Energy and Technology Absorption Foreign Earnings and Outgo:

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

 Statutory Auditors:

In the Fourteenth Annual General Meeting of the Company M/S Deepa Ankit Jain & Associates Chartered Accountants Delhi (ICAI Registration No. 023987N) are appointed as the Statutory Auditors of the Company to hold office until the conclusion of the Nineteenth Annual General Meeting.

Statutory Auditors Comments on their Report:

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

i. Following events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements (and notes thereto) do not disclose this fact. However the standalone financial statements of the Company have been prepared on 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 31st March 2019 and also its current liabilities over current assets exceeded by Rs. 18.87 crores.

- 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. 36.11 Crores was payable on March 31 2019. The Company has been unable to re- negotiate or obtain replacement financing and is currently classified by bank as Non-Performing Assets.

ii. As per the information & explanations given management has sent balance confirmations to outstanding debtors but we have not received the confirmations. In the absence of unavailability of confirmations we are unable to confirm or verify by alternative means accounts receivable included in the Balance Sheet at a total amount of Rs. 17.86 crores (before provision for bad & doubtful debts of Rs. 7.84 Crores) as at March 31 2019.

As a result of the matters stated in Para (ii) we were unable to determine whether any adjustments might have been found necessary in respect of recorded receivables in the Balance Sheet and the corresponding elements making up the Statement of Profit and Loss and 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 brand name in the farming community. Once the products are established in market there is no looking back. Our company has also faced initial problem like identifying good dealers network 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 to outstanding debtors but due to ongoing season the Company could not get their confirmations in full well in time confirmations are still awaited and as a matter of safety Company has made the provision of 10% for the Doubtful Debts for the Current Financial Year.

 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 Directors of the Company had appointed M/s Nitin S. Sharma & Associates Practicing Company Secretaries Aurangabad to undertake the Secretarial Audit of the Company for the FY 2018-19. The Secretarial Audit Report in Form No MR-3 for the FY 2018-19 is annexed herewith as ANNEXURE II and forms a part of this report.

There are no qualifications or observations or other remarks mentioned by the Secretarial Auditors in their Report for the financial year 2018-19 which call for any explanation 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 Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. The Company has a well placed proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

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

 Directors:

Appointment of Directors:

Mr. Harshwardhan Raghavendra Joshi (holding DIN 06742716) and Ms. Aditi Raghvendra Joshi (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 specific functional areas names of the companies in which they have held directorships committee memberships / chairmanships their shareholding etc. are furnished in the explanatory statement to the notice of the ensuing AGM.

Mr. Raghvendra Shripatrao Joshi resigned from the post of director because of personal reason on 14th June 2019.

Mrs. Meena Raghvendra Joshi resigned from the post of director because of personal reason on 14th June 2019.

Declaration by Independent Directors:

In terms of Section 149(7) of the Act the Independent Directors of the Company have submitted their declaration confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act.

Mr. Jayant Govind Deshpande resigned from the post of director because of personal reason on 5th January 2019.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies 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 the Company on June 11 2019.

 Extract of the Annual Return:

In accordance with requirements under Section 134(3) (a) of the Companies Act 2013 the details forming part of the extract of the Annual Return in form MGT 9 is available on Company'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 Committee meetings 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 Listing Regulations 2015 the Board in consultation with its Nomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company its Committees and Individual Directors including Independent Directors.

 Management Discussion and analysis:

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE III and 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 read with the Companies (Accounts) Rules 2014 the Company has in place a vigil mechanism for Directors and employees of the Company.

 Nomination and Remuneration Policy:

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

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

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

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

d) Ensuring Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointed in 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 website www.ribiotech.com

 Related Party Transactions:

Pursuant to Sub-Section 1 of Section 188 of the Companies Act 2013 there was no related 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 of Chartered Accountants of India are as mentioned in Note No. 32 of Notes to Accounts in the Annual Report.

 Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act 2013:

There is no loan given or guarantee provided or investment made by the Company during the 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 Independent Directors:

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 through external factors like economic environment competition regulations etc. Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business. Your Company also takes all efforts to train its manpower from 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 with respect to Directors Responsibility Statement it is hereby confirmed that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud 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 such internal financial controls are adequate and operating effectively; and

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

 Details in respect of frauds reported by auditors under Section 143 (12) of Companies Act 2013:

During the financial year ended 31st March 2019 there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act 2013.

 Fixed Deposits:

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

 Contingent Liabilities:

The details of contingent liabilities are given in Note No. 36 of 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 Directors appreciate 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 and are actively traded.

 Policy against Sexual Harassment at Workplace:

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place an Internal Complaints' Committee. The following is a summary of sexual harassment complaints received 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 and procedures for fair disclosure of unpublished price sensitive information:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time the Company has in place the Code of Conduct for prevention of Insider Trading and code of practices and procedures for fair disclosure of unpublished price sensitive information. The Code of Conduct is available on the 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 (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time the Company has in place policy for preservation of document.

 Acknowledgements:

Your Directors are pleased to express their gratitude for all the co-operation and assistance received from bankers members customers vendors various Government authorities and employees for their support and faith in the Company.

Date: 03rd September 2019
Place: AurangabadFor and on Behalf of Board
SD/-
HARSHWARDHAN JOSHI
(Chairman)
DIN:06742716

ANNEXURE IV

Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

RuleParticular
(i)The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.As the Company is in growing state hence the Directors of the Company (including Independent Directors) have not drawn any managerial remuneration till date.
(ii)The percentage increase in remuneration of each Director Chief Financial Officer Manager Company Secretary in the financial year.There is no increase in the remuneration of any Director Chief Financial Officer Manager and Company Secretary in the financial year 2018-19.
(iii)The percentage increase in the median remuneration of employees in the financial year.

Increase in Median

24.43%
(iv)The number of permanent employees on the rolls of the company.51
(v)Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.As the Company is in growing stage hence the Directors of the Company (including Independent Directors) have not drawn any managerial remuneration till date. Therefore the comparison is not possible.
(vi)It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.
VIITop Ten Employees in terms of remuneration drawn during the year 2018-19Datails' given in table below

Top Ten Employees in terms of remuneration drawn during the year 2018-19

Sr. NoNameDesignationRemuneration (In Rs.)Qualification & ExperienceDate of Commencem ent of employmentAge in YearsParticular of last employment
1VENKATA RAVI KUMAR SINGAMSETTYGENERAL MANAGER1089750M.B.A & 2202-04-201651NATH BIO- GENES(I)LTD.
2KARRI SATYA SIVA PRASADREGIONAL MANAGER625000B.A. & 1801-01-201048NATH BIO- GENES(I)LTD.
3A V MAHESHSR REGIONAL SALES MANAGER600000B.SC. ( AGRI) &2701-03-201757NATH BIO- GENES(I)LTD.
4UJWALA DEEPAK KULKARNIADMINISTRATOR570000B.COM & 1501-01-201052EXPERT HUMAN RESOURCES DEVELOPMENT SOCIETY
5SIDHAYYA BAMMAYYA SWAMIDY.REGIONAL MANAGER545000MBA&1512-12-201735NATH BIO- GENES(1)LTD.
6YOGESH SHALIGRAM SHELKEASSISTANT MANAGER504000M.COM &1519-11-200735ACCOUNTS WORK ( SELF EMPLOYMENT)
7DEEPAK ANANDRAO SHIRSATSR. BREEDER518500M.SC.( AGRI)& 804-04-201834AJEET SEEDS PRIVATE LIMITED
8BHAUSAHEB RAMDAS SULTANESR. Officer440000Diploma in Agri. &1225-03-201733GREEN GOLD SEEDS PRIVATE LIMITED
9NITIN GOVINDA GAWANDEJR. BREEDER406106P.HD ( Agri.) & 413-02-201831KRUSHIDHAN SEEDS PRIVATE LIMITED
10KIRAN ESSAMPALLISR. EXECUTIVE350000M.SC( Botany) &801-04-201336VIBHA AGROTECH LTD.

Notes:

1. The employees have adequate experience to discharge responsibilities assigned to them.

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 spouse and dependent children any Equity Shares of the Company except Mr. Shelke who holds 0.22% Equity Shares.

ANNEXURE V

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) of the

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 a negligible per cent. The efforts of the company are aimed to minimise energy consumption in 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 of energy is presently not required.

iii. Capital Investment on energy conservation equipment

As the energy consumption to total turnover is very minimal investment in Energy Conservation Equipments is presently not required.

B. Particulars with respect to technology absorption Your Company has not imported any technology.

C. Particulars of Foreign Exchange Earnings and Outgo

The details of earnings and expenditure in foreign currency are given in Note 35 in the Notes to the Accounts.

By order of the Board
Date: 3rd September 2019SD/-
Place: AurangabadHarshwardhan Joshi
(Chairman)
DIN:06742716

   

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