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Raghuvansh Agrofarms Ltd.

BSE: 538921 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE865P01016
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NSE 05:30 | 01 Jan Raghuvansh Agrofarms Ltd
OPEN 204.70
PREVIOUS CLOSE 205.40
VOLUME 15625
52-Week high 205.40
52-Week low 73.45
P/E 54.34
Mkt Cap.(Rs cr) 245
Buy Price 163.70
Buy Qty 625.00
Sell Price 205.40
Sell Qty 2500.00
OPEN 204.70
CLOSE 205.40
VOLUME 15625
52-Week high 205.40
52-Week low 73.45
P/E 54.34
Mkt Cap.(Rs cr) 245
Buy Price 163.70
Buy Qty 625.00
Sell Price 205.40
Sell Qty 2500.00

Raghuvansh Agrofarms Ltd. (RAGHUVANSHAGRO) - Director Report

Company director report

TO SHARE HOLDERS

The Board of Directors has pleasure in presenting the Twenty Third Annual Report alongwith the Audited Accounts for the year ended on 31st March 2019.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

During the year under review performance of your company as under:

Amount (in Rs.)

Particulars Year ended 31st March 2018 Year ended 31st March 2019
Turnover 232726228 4221744461
Profit/(Loss) before taxation 43440047 56194167
Less : Tax Expense 5697330 11295110
Deferred Tax 614640 163053
Profit/(Loss) after tax 38357357 45062110

CONSOLIDATED FINANCIAL RESULTS

The consolidated performance of the group as per consolidated financial statements isas under:

Amount (in Rs.)

Particulars Year ended 31st March 2018 Year ended 31st March 2019
Turnover 285649393 4374064362
Profit/(Loss) before taxation 59092520 95010099
Less : Tax Expense 6822330 17220110
Deferred Tax 925905 (326530)
Profit/(Loss) after tax 53196095 77463459

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

As it is known that since beginning your company has been doing agriculture activitiesand most of its business operations are related to cultivation of various kinds of organicvegetables grains cereals vegetables flowers and organic manure. Company is alsoprogressing in trading activities of these produces along with other products.

Dairy farming business of the company is also flourishing. Company has put the bestefforts to enhance the production and distribution of dairy products. It is expected thatcompany would explore more opportunities in dairy activities in coming time.

Company has made various agreements with ICAR (Indian Council of Agricultural Research)to improve the quality of produce of cultivation and increase in production of theproduct. The Scientists of the ICAR timely providing training to our staff to achieve thesaid objective and keep monitoring the performance and production as well.

And Company is engaged in Bio Gas Power Plant which is being run successfully.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there is no change in the nature of the business of thecompany.

DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend.

INCREASE IN ISSUED SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL

During the year there is no change is the share capital of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013

For the financial year ended on March 31 2019 the Company has not transferred anyamount to Balance Sheet under the head "General Reserve Account".

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Company hadappointed M/s. V AGNIHOTRI & ASSOCIATES in place of M/s. DEEDWANIA A & CO. a firmof the Company Secretaries in Practice to undertake the secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31 2019 is annexedherewith marked as Annexure -1 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

The Board at its meeting held on 04th April 2019 has re -appointed M/s. VAGNIHOTRI & ASSOCIATES Practicing Company Secretaries as Secretarial Auditor forconducting Secretarial Audit of the Company for the Financial Year 2019-20.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT - 9 for the Financial Year 2018 -19 hasbeen enclosed with this report as an annexure - 3 and the annual return as and when madebe available in the website of the Company at www.raghuvanshagro.com

NUMBER OF MEETINGS OF THE BOARD

During the year only 06 Meetings of the Board of Directors held the intervening gapbetween meetings was within the period prescribed under the Companies Act 2013.

SI. No. Date of the Meeting
1. 28.05.2018
2. 21.06.2018
3. 06.08.2018
4. 13.11.2018
5. 24.12.2018
6. 15.02.2019

(a) Composition

• The Board Comprises of five directors one of them is Managing Director.

• The office of Managing Director is held by Mr. Subodh Agarwal one of thePromoters of the company. On 15.02.2019 Mr. Subodh Agarwal is further appointed for aperiod of 05 years as a Managing Director of the Company w.e.f. 01.04.2019.

• The office of chairman is held by Mr. Vishal Maheshwari who is an IndependentDirector of the Company.

(b) Category and Attendance of each director at the Board meetings and the last AGM.

Name DIN Category of Directorship No. of Board Meeting Attended Attendance at last AGM
Mr. Subodh Agarwal 00122844 Managing Director- ED 06 Present
Mrs. Renu Agarwal 01767959 ED 05 Present
Mr. Vishal Maheshwari 06766258 NED -I 06 Present
Mr. N S Goel 02325340 NED -I 04 Absent
Mr. Neerai Agarwal 07718447 NED 04 Absent

ED - Executive Director

NED - I - Non -Executive - Independent Director

(c) Number of other Companies in which Director of the Company is a Director:

Name of Director No. of Directorships in other Boards
Mr. Subodh Agarwal 05
Mrs. Renu Agarwal Nil
Mr. Vishal Maheshwari 01
Mr. N.S.Goel Nil
Mr. Neerai Agarwal Nil

COMMITTEES OF THE BOARD

During the year there has been following constitution of the committees of the Boardin accordance with the requirements of the Companies Act 2013. The composition terms ofreference and other details of all Board level committees have been elaborated in thereport.

Details of the committees

Sl. No. Name of the Committee Chairman Member Member
1. Audit Committee Vishal Maheshwari Niranjan Swaroop Goel Subodh Agarwal
2. Nomination & Remuneration Committee Niranjan Swaroop Goel Vishal Maheshwari Neeraj Agarwal
3. Stakeholder Relationship Committee Vishal Maheshwari Subodh Agarwal Neeraj Agarwal

Presently there are three Committees of the Board they are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

I. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman - Non ExecutiveIndependent Director) Mr. Subodh Agarwal (Member-Whole Time Director) Mr. NiranjanSwaroop Goel (Member- Independent Director). All the recommendations made by auditcommittee were accepted by Board.

i. Terms of Reference: The terms of reference of this Committee are wide enoughcovering the matters specified under the SEBI (LODR) Regulations 2015 and the CompaniesAct 2013.

ii. Composition Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. Vishal Maheshwari Chairman 05
Mr. Subodh Agarwal Member 05
Mr. N S Goel Member 05

iii. Details of Audit Committee Meetings held during the year under review: During theyear there were 05 meetings of the Audit Committee held. The intervening gap betweenmeetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date
1. 28.05.2018
2. 21.06.2018
3. 06.08.2018
4. 13.11.2018
5. 12.02.2019

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

II. Nomination and Remuneration Committee

i. Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specifiedunder the SEBI (LODR) Regulations 2015 and the Companies Act 2013.

ii. Composition Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. N S Goel Chairman 02
Mr. Vishal Maheshwari Member 02
Mr. Neeraj Agarwal Member 01

The meetings of the Committee were held on 07.06.2018 & 12.02.2019.

iii. Remuneration Policy

Remuneration policy of the Company aims at recommending and reviewing the remunerationto Managing Director Non -executive Directors Executive Directors and Key ManagerialPersonnel of the Company based on evaluation criteria such as industry benchmarkscompany's annual performance & its strategy expertise talent and meritocracy.

Directors express their satisfaction with the evaluation process.

Details of remuneration paid to Managing Director for the year under review:

Name of the Director Salary Commission Performance linked bonus Perquisites and Contribution to Provident Fund Terms of appointment
Mr.Subodh Agarwal 600000 05 Years (From 01/04/2019 To 31/03/2024)

III. Stakeholders Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specifiedunder the SEBI (LODR) Regulations 2015 and the Companies Act 2013.

ii. Composition Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. Vishal Maheshwari (Ind. Director) Chairman 01
Mr. Subodh Agarwal Member 01
Mr. Niranian Swaroop Goel (In. Director) Member 01

The meeting of the Committee was held on 12.02.2019 which was attended by all themembers.

> The Company Secretary of the Company acts as the Secretary to the Committee.

> There was no complaint received from the shareholders during the period underreview as per the report provided by the Registrar and Transfer Agent hence there are nopending Complaints.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of theCompanies Act 2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

All Related Party Transactions (RPT) that were entered into during the financial yearwere on an arm's length basis and in the ordinary course of business and do not havepotential conflicts with the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-5 inForm AOC - 2 and the same forms part of this report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted subsidiary of the RaghuvanshAgrofarms Limited which holds 51.00% of the total equity share capital of the SFCPL. SFCPLis primarily engaged in cultivation of fruits. Sanjeevani has orchards of PomegranateGuava and Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm landlocated at Village Gaur Pathak Tehsil Pokhrayan District Ramabai Nagar (Old KanpurDehat). The said farm land is owned by SFCPL. The gross revenue of the company stood atRs. 22234337/ - (previous year Rs. 23429097/ -). Profit after Tax stood Rs.10888787/- (Previous year Rs. 10129171/ -).

2. Kanpur Organics Private Limited(KOPL)

Kanpur Organics Private Limited is unlisted subsidiary of the Raghuvansh AgrofarmsLimited as it holds 94.78% of total equity Shares of the Company. KOPL is primarilyengaged in the production of Organic Manure. The gross revenue of the company stood atRs.131852926 /-[Previous year Rs. 31046924/ -]. Profit after Tax Rs.21512563 / -(Previous year Rs. 4709567/ -).

The details of financial performance of Subsidiaries are furnished in annexure -4 andattached to this report.

RISK MANAGEMENT

Adverse weather conditions future climate changes Increases in labor personnel andbenefit costs may adversely affect our business operations as well as our operatingresults. To mitigate such risk the management is always vigilant to overcome the aforesaidproblem by applying appropriate technology employing deserving executives properreporting and recording of data timely evaluation and best decisions making.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Neeraj Agarwal Non Executive Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment apart from him there is one Managing Director one Executive Director andrest of the Directors are Independent Directors.

During the financial year under review on 31st May 2018 Mr. D. P. Singhhad resigned from the post of Chief Financial Officer of the Company. Mrs. Renu Agarwalbeing a Director of the Company had been appointed as a Chief Financial Officer of theCompany in a duly convened Board Meeting held on 21.06.2018. On 15.02.2019 Mr. ShailendraKumar Shukla had been appointed as a Chief Financial Officer (CFO) of the company in placeof Mrs. Renu Agarwal who had resigned from the post of CFO on the same day 15.02.2019.

Except as above there was no change has taken place in the position of Directors andKMPs held by them in the Financial Year 2018 -19.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the Year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

PUBLIC DEPOSITS

As on March 31 2019 there are no public deposits. There are no deposits that remainunclaimed. The company has not renewed/ accepted fixed deposits and therefore there is noinformation required to be furnished in respect of outstanding deposits.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Based on the confirmation / disclosures received from the Directors and on evaluationof the relationships disclosed the following Non -Executive Directors are Independent interms of regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 and Section 149(6) ofthe Companies Act 2013 :-

• Mr. Vishal Maheshwari

• Mr. Niranjan Swaroop Goel

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Listing Regulations along withother rules and regulations applicable if any the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgment and safeguarding the interest of the Company etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters is as per the provisions of the of the Companies Act 2013 and applicableregulations of SEBI(LODR) Regulations 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company.

PARTICULARS OF EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in thisreport as an annexure -6 and none of the employee is drawing remuneration of Rs.500000/- or more per month if employed for a part of the year or Rs.6000000/ - if employedthroughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the provisions of Section135(1) of the Companies Act 2013 is not applicable to our company for the period ended on31st March 2019.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report which isannexed hereto and forms part of the Annual Report does not contain any qualificationreservation or adverse remark.

STATUTORY AUDITORS

M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) having its office at 18 -B NAVEENMARKET KANPUR-208001 UTTAR PRADESH the Statutory Auditors of the Company has beenappointed in an Extra- ordinary General Meeting held on 20.04.2018 to fill the casualvacancy caused by the resignation of M/s. U. Narain & Company Chartered Accountantsfor the audit of accounts for the financial year 2017 -18.

Further M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) has been appointed asStatutory Auditors of the Company for a period of five years from the conclusion of AnnualGeneral Meeting held on 08.09.2018 till the conclusion of 27th Annual GeneralMeeting.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 "15(2) : The compliance with the corporate governance provisions asspecified in regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not applyin respect of-15(2)(b): the listed entity which has listed its specified securities on theSME Exchange:

Provided that for other listed entities which are not companies but body corporate orare subject to regulations under other statues the pro visions of corporate go vernancepro visions as specified in regulation 1717A 18 19 202122 23 24 24A 25 26 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V shall apply to the extent that it does not violate their respective statutesand guidelines or directives issued by the relevant authorities.

Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR)Regulation 2015

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL ACT2013

There were no complaints received during the financial year 2018-19 and hence nocomplaint is outstanding as on 31.03.2019 for redressal. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS -21 on Consolidated Financial Statementsread with Regulation 33 of the SEBI (LODR) Regulations 2015 the Consolidated AuditedFinancial Statements and Consolidated Cash Flow Statement for the year ended on March 312019 are provided in the Annual Report.

A statement containing the salient features of the financial statements of each of thesubsidiary in the prescribed Form AOC -1 are annexed (Annexure -4).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No material changes have been occurred between Balance Sheet date and the date on whichthe financial statement are approved by the Board of Directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS 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 operations in future.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 report known as Business Responsibility Report(BRR) is not mandatorily applicable to our company hence not annexed with Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has ventured into the field of renewable energy. The Company has beensuccessfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The saidplant has been operational for a period of more than 3 years. Apart from that the Companyhas commissioned 1000 M3 capacity Bio Gas Plant for Power Generation at the factorypremises of its subsidiary Sanjeevani Fertilizers and Chemicals Private Limited and hasentered into Memorandum of Understanding.

There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended on March 312019 the applicable accounting standards have been followed.

ii. 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 March 31 2019 and of the profit ofthe Company for the year ended on that date.

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended on March31 2019 on a 'going concern' basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

OTHER DETAILS

The company has adopted number of codes and policies to comply with the provisions ofvarious applicable rules regulations and act and uploaded the same on the website of thecompany if required by the concerned law.

ACKNOWLEDGEMENT

We thank our customers business associates bankers government authorities and otherstakeholders for their continued support during the year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuablesupport. We also place on record our sincere appreciation for the enthusiasm andcommitment of Company's employees for the growth of the Company and look forward to theircontinued involvement and support.

Place: Kanpur By order of the Board of Directors
Date: 20.08.2019 For Raghuvansh Agrofarms Limited
- Sd- - Sd-
(Subodh Agarwal) (Renu Agarwal)
Managing Director Director
DIN: 00122844 DIN: 01767959