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Ratnamani Agro Industries Ltd.

BSE: 507652 Sector: Industrials
NSE: N.A. ISIN Code: INE679N01016
BSE 00:00 | 05 Nov Ratnamani Agro Industries Ltd
NSE 05:30 | 01 Jan Ratnamani Agro Industries Ltd
OPEN 0.86
PREVIOUS CLOSE 0.86
VOLUME 5700
52-Week high 0.86
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.86
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.86
CLOSE 0.86
VOLUME 5700
52-Week high 0.86
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.86
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00

Ratnamani Agro Industries Ltd. (RATNAMANIAGRO) - Director Report

Company director report

2016 -17 To

The Members

Mahavir Green Crop Limited

Your Directors are pleased to present the 44 th Annual Report and the Company’saudited accounts for the financial year ended March 31 2017.

Financial Results

The Summarized performance of the Company for the financial years 2016-17and 201516 isgiven below:

Particulars 31.03.2017 31.03.2016
Revenue from Operations 721000 913030
Other Income -- --
Total Revenue 721000 913030
Total Expenditure ( including Change in Inventories) 708790 899853
Profit Before Tax 12210 13177
Less: Tax expense/ Deferred tax liability -- --
Profit after Tax 12210 10137
Earnings Per Share 0.00 0.00

OPERATIONAL OVERVIEW

For the year ended 31st March 2017 your Company has reported total revenueand net profit after taxation of Rs.721000/- and Rs. 12210/- respectively as compared tolast

year’s total revenue and net profit after taxation of Rs. 913030/- and Rs. 10137/-respectively. Directors are striving hard to improve the performance of the Company.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31stMarch 2017 considering the current position of the Company.

TRANSFER TO RESERVES

The Company has not transferred any portion of profits to General Reserve Account forthe financial year.

SHARE CAPITAL

During the year under review the Company had paid up Capital of Rs. 53212900comprising of 5321290 Equity Shares of '10/- Each. During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings : : NIL
ii. Foreign Exchange Outgo : : NIL

MATERIAL CHANGES AND COMMITMENTS

There was change is registered office of the Company two times during the financialyear except that there have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report isattached herewith as ANNEXURE - I.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company’s operation in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture or Associate Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY Details of LoansGuarantees and Investments if any covered under the provisions of Section 186 of the Actare given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE II .

RELATED PARTIY DISCLOSURES

During the year there was no contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment and Re-Appointment:

Mr. Rokibhau Vaghela has resigned from the Directorship and Mr. Paras Shah appointed asAdditional Director The Company has received necessary declaration from each IndependentDirector of the Company under Section 149(7) of the Act that they meet the criteria ofindependence as laid down in section 149(6) of the Act.

BOARD EVALUATION

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

REMUNERATION POLICY

No Company has given remuneration to Director hence this clause is not applicable.PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable tothe company.

STATUTORY AUDITORS’ AND THEIR REPORT AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committeeproposed that pursuant to the provisions of Sections 139 to 142 and other applicableprovisions if any of the Companies Act 2013 read with the underlying rules M/s. Kamleshbhojani & associates Chartered Accountants be appointed as statutory auditor heCompany to hold office from the conclusion of this Meeting until the conclusion of s of tthe next Annual General Meeting (AGM) of the Company.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Jatin KapadiaPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure III to this report.

The Secretarial Auditors’ comments and Boards explanation are as under:

A) The Company has closed its register of members and given advertisement but copy ofthe same is not available with the Company for my verification.

B) The Company has not appointed internal Auditors for the year under reviewed.

C) the Company has not appointed Company Secretary.

D) As per explanation given by the management of the Company the Company had sentAnnual General Meeting Notice to the Members of the Company but the Company has not servedme proof for sending said Notice to Member.

E) As per the Clause 41 of the erstwhile Listing Agreement it is necessary to obtainLimited Review and / or Audit Report from Statutory Auditors having peer reviewcertificate issued by the ICAI. As per information provided by the management of theCompany the Auditors do not possess any peer review certificate.

F) As per information provided by the Company that the Company published advertisementfor the quarter result and/or financial result as per the Clause 41 of erstwhile listingagreement but same is not available for my assessment.

G) The Nomination and Remuneration Committee was not duly constituted as per theprovisions of the Act.

H) The Company has not appoint CFO

I) Notice and other relating data for Board Meeting is not available to inspection.

J) Certain forms are not submitted with ROC

K) Minutes books are not available to inspection

L) The Company has not paid listing fees

M) The Company has not complied with Clause 41 of the listing agreement

N) The Company has not complied with secretarial standard

Above qualification is self explanatory and not call for further qualification.

RISK MANAGEMENT POLICY

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. TheCompany’s internal control systems are commensurate with the nature of its businessand the size and complexity

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil

Mechanism for directors and employees to report genuine concerns has been established.

DIRECTORS’ RESPONSIBILITY STATEMENT

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per Regulation 15 of of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 Corporate Governance is not applicable to the Company

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming

part of the Annual Report.

LISTING

The equity shares of the Company are listed with BSE Limited.

CHANGE IN THE NATURE OF BUSINESS

The Company is working in the same Business line. During the financial 2015-16 theCompany has not made any Changes in the Nature of its Business.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetings tobe held in the forthcoming financial year is being circulated to the Directors in advanceto enable them to plan their schedule for effective participation in the meetings.

During the Financial Year under reviewed the Board of Directors of the Company met for9 times.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of theCompany. The declaration by the Managing Director of the Company regarding compliance withthe Code of Conduct for Board Members and Senior Management is annexed with the CorporateGovernance Report.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysisdescribing the Company’s objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global & domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials

and its cost changes in government policies and tax laws economic development of thecountry and such other factors which are material to the business operations of theCompany.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.

Place: Ahmedabad By and on behalf of
Date: 14th August 2017 For Mahavir Green Crop Limited
(Previously known As Ratnamani Agro Industries Ltd)
PARAS VINODCHANDRA SHAH
Director sd/-
DIN: 00341800

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