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Raghuvansh Agrofarms Ltd.

BSE: 538921 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE865P01016
BSE 00:00 | 07 Jun Raghuvansh Agrofarms Ltd
NSE 05:30 | 01 Jan Raghuvansh Agrofarms Ltd
OPEN 70.00
PREVIOUS CLOSE 75.00
VOLUME 5000
52-Week high 75.00
52-Week low 33.00
P/E 23.29
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.00
CLOSE 75.00
VOLUME 5000
52-Week high 75.00
52-Week low 33.00
P/E 23.29
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raghuvansh Agrofarms Ltd. (RAGHUVANSHAGRO) - Director Report

Company director report

The Board of Directors has pleasure in presenting the Twenty first Annual Report alongwith the Audited Accounts for the year ended on 31st March 2017.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

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

Particulars Year ended 31st Year ended 31st
March 2016 March 2017
Turnover 20437756 74326569
Profit/(Loss) before taxation 6079453 38489680
Less : Tax Expense 500000 900000
Less : Deferred Tax 182826 1059478
Profit/(Loss) after tax 5396627 36530202

CONSOLIDATED FINANCIAL RESULTS

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

Particulars Year ended 31st Year ended 31st
March 2016 March 2017
Turnover 63291080 162385888
Profit/(Loss) before taxation 14582282 51849156
Less : Tax Expense 1552000 2200000
Less : Deferred Tax (96513) 908536
Profit/(Loss) after tax 13126795 48740620

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in agriculture operations. The Company is broadly engaged incultivation of Organic Vegetables Organic Grains Cereals vegetables flowers andorganic manure. We have an integrated facility for cultivation processing anddistribution of agricultural produce. Apart from the above the Company is also engaged indairy farming and production and distribution of dairy products. During the Financial yearcompany has also adopted profitable technique of cultivation known as Aeroponics.

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 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 2017 the Company has not transferred anyamount to Balance Sheet under the head "General Reserve Account".

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report as an annexure- 3.

NUMBER OF MEETINGS OF THE BOARD

During the year only 07 Meetings of the Board of Directors held the intervening gapbetween meetings was within the period prescribed under the Companies Act 2013.

Sl. No. Date of the Meeting
1. 30.04.2016
2. 30.05.2016
3. 09.07.2016
4. 20.08.2016
5. 05.11.2016
6. 14.11.2016
7. 30.01.2017

(a) Composition

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

? The office of Managing Director is held by the Mr. Subodh Agarwal one of thePromoters of the company.

? 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 No. of Board Attendance
Directorship Meeting Attended at last AGM
Mr. Subodh Agarwal 00122844 Managing 07 Yes
Director- ED
Mrs. Renu Agarwal 01767959 ED 07 Yes
Mr. Vishal Maheshwari 06766258 NED-I 04 Yes
Mr. Rajesh Kumar 06703566 NED-I 07 No
Mr. N S Goel 02325340 NED-I 06 No
Mr. Neeraj Agarwal 07718447 NED Nil No

ED – Executive Director

NED – I – Non-Executive – Independent Director

*Note:

? On 30th of April 2016 Mr. Niranjan Swaroop Goel had been appointed as anAdditional (Independent) Director and whose appointment had been regularized by appointinghim as an Independent Director in the Annual General Meeting held on 24thSeptember 2016.

? On 30th of January 2017 Mr. Neeraj Agarwal has been appointed as anAdditional (Non Executive) Director in the Board of the Company and on the same day Mr.Rajesh Kumar had resigned from the post of Directorship of the Company.

(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 04
Mrs. Renu Agarwal Nil
Mr. Vishal Maheshwari Nil
Mr. Rajesh Kumar 02
Mr. N.S.Goel 01
Mr. Neeraj Agarwal Nil

*Note: Due to resignation of Mr. Rajesh Kumar on 30.01.2017 following committees hadbeen reconstituted on the same date the details are stated hereunder:

Name of the Committee Chairman Member Member
1. Audit Committee Vishal Niranjan Subodh
Maheshwari Swaroop Goel Agarwal
2. Nomination & Remuneration Committee Niranjan Swaroop Goel Vishal Maheshwari Neeraj Agarwal
3. Stakeholder Relationship Committee Vishal Maheshwari Subodh Agarwal Neeraj Agarwal

COMMITTEES OF THE BOARD

During the year your directors have constituted or re-constituted wherever requiredthe following committees of the Board in accordance with the requirements of the CompaniesAct 2013. The composition terms of reference and other details of all Board levelcommittees have been elaborated in the report.

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

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders' Relationship Committee

*Note: Mr. Niranjan Swaroop Goel had been appointed in Nomination and RemunerationCommittee as a member as committee reconstituted on 30th April 2016 due toresignation of Mr. Subhash Ghosh from the directorship of the company.

Further on 30th Jan 2017 due to resignation of Mr. Rajesh Kumar from thedirectorship of the Company all the three committees had been reconstituted. Mr. NeerajAgarwal had been appointed on the same day as an additional director of the company and hehas been appointed in the Nomination & Remuneration Committee and Stakeholder

Relationship Committee as a member. And Mr. Niranjan Swaroop Goel has been appointed inthe Audit Committee as a member.

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 04
Mr. Subodh Agarwal Member 04
Mr. Rajesh Kumar Member 03
Mr. N S Goel Member 01

*Note: Mr. N. S. Goel has been appointed as a Member in the Audit Committee on30.01.2017 and on the same day Mr. Rajesh Kumar had resigned.

iii. Details of Audit Committee Meetings held during the year under review:

Sr. No. Date
1. 30.05.2016
2. 20.08.2016
3. 14.11.2016
4. 09.02.2017

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 w.e.f. 30.01.2017 01
Mr. Vishal Maheshwari Member 02
Mr. Rajesh Kumar Chairman upto 30.01.2017 01
Mr. Neeraj Agarwal Member Nil

*Note: On 30th Jan 2017 Mr. Niranjan Swaroop Goel has been appointed as achairman in the Nomination and Remuneration Committee due to resignation of Mr. RajeshKumar. And Mr. Neeraj Agarwal has joined the committee as a member on the same day.

The meetings of the Committee were held on 30.04.2016 & 30.01.2017. 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 Salary Commission Performance linked bonus Perquisites and Contribution to Provident Fund Terms of appointment
Director
Mr.Subodh Agarwal 600000 - - - 05 Years (From 01/04/2014 To 31/03/2019)

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. Niranjan Swaroop Goel (In. Director) Member 01

The meeting of the Committee was held on 14.11.2017 which was attended by all themembers.

? Mr. Niranjan Swaroop Goel has been appointed in the committee on 30.01.2017.

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

? There was no complaint received from the shareholder during the period under reviewas per the report provided by the Registrar and Transfer Agent hence there are no pendingComplaints.

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

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure-5 in Form AOC-2 and the same forms part of this report.

Transactions with related parties entered into by the Company are in the normal courseof business on arm's length basis and do not have potential conflicts with the Company.

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted material subsidiary of theRaghuvansh Agrofarms Limited which holds 51.00% of the total equity share capital of theSFCPL. SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards ofPomegranate Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares offarm land located at Village Gaur Pathak Thesil Pokhrayan District Ramabai Nagar (OldKanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the companystood at Rs. 50544875/- (previous year Rs. 7141143/-). Profit after Tax stoodRs.7004332 /- (Previous year Rs. 2981790/-).

1. 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.39233945/-[Previous year Rs. 37309241/-]. Profit after Tax Rs. 5256086/-(Previous year Rs. 47 48378/-).

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 Mrs. Renu Agarwal Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for reappointment as apartfrom her there is one Managing Director and rest of the Directors are IndependentDirectors and Additional Director therefore not liable to retire by rotation.

During the financial year under review on 30th April 2016 Board hasappointed Mr. Niranjan Swaroop Goel (DIN: 02325340) as an additional (Non Executive &Independent) Director in the Board of the Company and whose appointment had beenregularized by appointing him as an Independent Director in the Annual General Meetingheld on 24th September 2016. On 30.01.2017 Mr. Rajesh Kumar (DIN: 06703566)Independent Director of the Company had resigned from the office of the Directorshipw.e.f. 30.01.2017 and on the same date Mr. Neeraj Agarwal (DIN: 07718447) had beenappointed as an Additional (Non Executive Non Independent) Director in the Board of theCompany.

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

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 2017 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 SECRETARIAL AUDITOR

The Board had appointed M/s. JCA & Co. Practicing Company Secretaries to conductSecretarial Audit for the financial year 2016-17. Mr. Amit Deedwania Practicing CompanySecretary (Membership NO.: A36549 C.P.No.: 13588) Proprietor of M/s. JCA & Co.present secretarial Auditor of the Company requested for the change of name of the firmfrom M/s. JCA & Co. to M/s. DEEDWANIA A & CO. in records of the companyAccordingly the name of the firm has been changed and approved by the Board of theDirectors required compliances were done as per applicable rules and regulations. AndSecretarial Audit Report has been issued to the Company under the name of the proprietorfirm M/s. Deedwania A & Co..

The Secretarial Audit Report for the financial year ended on March 31 2017 is annexedherewith marked as annexure-1 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

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 safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the SecretarialDepartment. The Directors expressed their satisfaction 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.

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. U. Narian & Company (Firm Reg. No.: 000935C) having its office at KailashBhawan First Floor VAU's Maruti Showroom Lane Dak Bunglow Road Patna-800001 areproposed to be appointed as Statutory Auditors of the Company in place of M/s. Naval Kapur& Co. Chartered Accountants (Firm Registration No. [005851C]) Who have submitted aletter expressing their unwillingness to be reappointed in the ensuing Annual GeneralMeeting due to pre occupation to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of 26th Annual General Meeting subject to theratification by the shareholders of the company at every Annual General Meeting. TheCompany has received the certificate that its appointment as Auditors is within the limitas laid down U/s. 139 of the Companies Act 2013.

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 the SMEExchange:

Provided that for other listed entities which are not companies but body corporate orare subject to regulations under other statues the provisions of corporate governanceprovisions as specified in regulation 17 18 19 202122 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 shallapply to the extent that it does not violate their respective statutes and guidelines ordirectives 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 2016-17 and hence nocomplaint is outstanding as on 31.03.2017 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 312017 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 M/s Sanjeevani Fertilizers and Chemicals Private Limited andhas entered 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 312017 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 2017 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 2017 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: 19.08.2017 For Raghuvansh Agrofarms Limited
-Sd- -Sd-
(Subodh Agarwal) (Renu Agarwal)
Managing Director Director
DIN: 00122844 DIN: 01767959