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Retro Green Revolution Ltd.

BSE: 519191 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE601N01010
BSE 00:00 | 25 Sep 11.70 0.20
(1.74%)
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11.65

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11.70

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NSE 05:30 | 01 Jan Retro Green Revolution Ltd
OPEN 11.65
PREVIOUS CLOSE 11.50
VOLUME 13500
52-Week high 15.25
52-Week low 9.85
P/E 35.45
Mkt Cap.(Rs cr) 6
Buy Price 11.40
Buy Qty 18.00
Sell Price 11.70
Sell Qty 2200.00
OPEN 11.65
CLOSE 11.50
VOLUME 13500
52-Week high 15.25
52-Week low 9.85
P/E 35.45
Mkt Cap.(Rs cr) 6
Buy Price 11.40
Buy Qty 18.00
Sell Price 11.70
Sell Qty 2200.00

Retro Green Revolution Ltd. (RETROGREEN) - Director Report

Company director report

To

The Members

Retro Green Revolution Limited

Your Directors here by present the 29thAnnual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2019.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
(Rs.) (Rs.)
Gross Sales/Income 1995000 1030056
Less Depreciation 0 0
Profit/(Loss) before Tax 161158 295210
Taxes/Deferred Taxes 42000 67000
Profit/(Loss) After Taxes 119158 228210
P& L Balance b/f (19042802) (17638246)
Profit/ (Loss) carried to Balance Sheet (18923645) (19042802)

During the couple of the year under review & reconstruction/diversified activitiesof the Agro-tech business due to company has carried out done the good performance andstabilize the company out of setback. The company was in position to generate revenue fromthe exiting as well as newly operational activities Agro-tech business to the posting ofNet Profit of Rs. 119158/-

2) NATURE OF BUSINESS

The Company during the year reconstruction of the management & diversified theBusiness activities in the field of High tech Agro based projects Advisory Turn keysolutions and Green houses business activities and come out the set back and posted netprofit for the year. Co. also intent to looking for merger Acquisition for betterment ofthe stakeholders.

There was no change in the nature of the business of the Company during the year underreview.

3) DIVIDEND:

Keeping in view the conservation of financial resources The board of Directors of yourcompany has not recommended any Dividend payment relating to the financial year ended on31stMarch 2019.

4) TRANSFER TO RESERVES:

The Company has transferred some amount to Reserves for the period under review.

5) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES ANDJOINT VENTURECOMPANIES

The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.

6) CHANGE OFNAME

The Company not changed its name during the year under review.

7) PARTICULARS OF EMPLOYEES:

None of the top ten employees of the Company drew remuneration of Rs.10200000/- ormore per annum or Rs. 850000/- or more per month during the year as per amendment byMinistry of Corporate Affairs dated 30thJune 2016. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules2014.

8) SHARECAPITAL

The Paid up Equity Share Capital of the Company as on March 31 2019 is Rs.48300000/-

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

9) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during theyear under review.

10) FIXEDDEPOSIT:

During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.

11) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

12) RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

13) SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND CO.'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations infuture.

14) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

15) BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesofrisks.

16) INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

17) VIGIL MECHANISM / WHISTLE BLOWERPOLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The company has adopted a Whistle Blower Policy whichaffords protection and confidentially to Whistle blowers. The Audit Committee Chairman isauthorized to receive Protected Disclosures under this Policy. The Audit Committee is alsoauthorized to supervise the conduct of investigations of any disclosures made whistleblowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31 2019 noProtected Disclosures have been received under this policy.

18) PREVENTION OF INSIDERTRADING

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation2015 which came into effect from May 2015. Pursuant thereto the Company has formulatedand adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulatingMonitoring and reporting of Trading by Insiders" and "Code of Practices andProcedures for fair Disclosure of Unpublished price Sensitive Information" has beenframed and adopted. The Code requires pre-clearance for dealing in the Company's sharesand prohibits purchase or sale of Company shares by the Directors and designated employeeswhilein possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company is Responsible forimplementation of the Code.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENTPERSONNEL

In terms of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the Board of Directors of the Company has laid down a Code of Conduct for all BoardMembers and Senior Management Personnel of the Company. The said Code of Conduct has beenposted on the website of the Company. The Board Members and Senior Management Personnel ofthe Company have affirmed compliance with the Code. The Chairman & Managing Directorof the Company has given a declaration to the Company that all the Board Members andSenior Management Personnel of the Company have affirmed compliance with the Code.

The Board of Directors and designated employees have confirmed compliance with theCode.

19) DIRECTORS:

a) Composition of Board of Directors as on 31stMarch2019:

S. No. Name of Director Category
1 Mr. Nimesh B. Shah Managing Director Non Executive Independent
2 Mr. Narayan G. Machhi CEO Non Executive Independent
3 Mrs. Sharaddha U. Shah Non Executive Independent

None of the Director is a member in more than 10 Companies and Act as Chairman in morethan 5 Companies across all Companies in which he is a Director.

a) 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 Act2013.

b) Meeting of Board of Directors and attendance thereon:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company. The meeting dates are decided well inadvance and the agenda and notes on agenda are circulated in advance to the directors. Allmaterial information is incorporated in the notes on agenda for facilitating meaningfuland focused discussion at the meeting. Where it is not perusable to attach supporting orrelevant documents to the agendas the same is tabled before the meeting. In case ofbusiness exigencies or urgency of matters resolutions are passed by circulation. SeniorManagement persons are often invited to attend the Board Meetings and provideclarifications as and when required.

During the year 2018-19 04 (Four) Board Meetings were convened and duly held on:

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The Board of Directors of the Company was present at the following Board Meeting heldduring the year under review.

Name of Director Board Meetings Held Meetings attended Attendance at last AGM i.e. 29/09/2018
Mr. Nimesh B. Shah 4 4 YES
Mr. Narayan G. Machhi 4 4 YES
Mrs. Shraddha U. Shah 4 4 YES

Details of the last three Annual General Meetings:

Meeting Year Venue of AGM Date Time Whether Special resolution Passed
Annual General Meeting 2017-18 3rdFloor A.C. House Opp. DuliramPendawala Pratap Road Raopura Vadodara– 390001 Gujarat India 29thSeptember 2018 03.30 P.M. Yes
Annual General Meeting 2016-17 3rdFloor A.C. House Opp. DuliramPendawala Pratap Road Raopura Vadodara– 390001 Gujarat India 29thSeptember 2017 03.30 P.M. Yes
Annual General Meeting 2015-16 3rdFloor A.C. House Opp. DuliramPendawala Pratap Road Raopura Vadodara– 390001 Gujarat India 30thSeptember 2016 02.00 P.M. Yes

Details for Special Resolution had passed in last AGM:

2018

1) Appointment of Statutory Auditors of the Company.

2017

1) Appointment of Statutory Auditors of the Company for the term of 5years.

2016

1) Appointment of Mr. Nimesh Biharilal Shah (DIN: 07600822) as an Independent

Director of the Company.

2) Appointment of Ms. Mitaben Kalyanbhai Patwa (DIN: 07600829) as an Independent

Director of the Company.

3) Appointment of Mr. Narayanbhai Ganpatbhai Machhi (DIN: 07600799) as an

Independent Director of the Company.

Extra Ordinary General Meeting during the year under review:

No Extra Ordinary General Meeting was held during the year under review.

c) Changes in Directors and Key Managerial Personnel:

Mrs. Shraddha U. Shah Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re- appointment.

d) Declaration by an Independent Director(s) and reappointment ifany

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015.

e) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees.

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

f) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated under the head Nomination and RemunerationCommittee.

g) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and One Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

20) COMMITTEES OF BOARD OF DIRECTORS:

The Company had Three Board Committees. These are as under:

I. Audit Committee

II. Remuneration Committee

III. Share Transfer & Shareholders/Investor Grievance Committee

Moving with various committees formed and reported in the previous Annual Report and inline with the requirements of SEBI and Stock Exchanges the Board has formally constitutedthe following committees of Directors.

I. Audit Committee:

The Audit committee constituted by the Board of directors as per the Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as well as inSection 177 of the Companies Act 2013. The Audit Committee of the Company presentlycomprises of three Independent Directors being Mr. Narayanbhai Ganpatbhai Machhi (DIN -07600799) Mr. Nimesh Biharilal Shah (DIN – 07600822) Mrs. Shraddha U. Shah (DIN-08200309) & Mr. Dhanesh P. Shah the Company Secretary and Compliance Officer acts asco-ordinator to monitor the proceedings at the meetings who are aware with financeaccounts management and corporate affairs. Three independent members constitute thequorum of the said Audit Committee Meeting.

The Audit Committee of the Board of Directors of the Company Inter-alia providesassurance to the Board on the adequacy of the internal control systems and financialdisclosures.

The audit committee while reviewing the Annual Financial Accounts ensures compliance ofthe Accounting Standard (AS) issued by the Institute of Chartered Accountants of India.

• Review the financial reporting process and disclosure of its financialinformation

• Review with the management Annual financial statements before submission to theBoard

• Review with the management statutory Auditors and Internal Auditors andadequacy of internal control systems

• Review the company's accounting and risk management policies

• Review the company's accounting and management reporting systems and updates thesame from time to time.

• Recommend the appointment and removal of statutory and Internal Auditors andfixation of fees for the same.

• Review quarterly financial statement

• Review internal investigations made statutory/ Internal Auditors.

• Scope of Statutory/ Internal Audit.

• Review fixed deposits/repayment systems etc.

• Review related party transactions.

The terms and reference of the Audit Committee covers the matters specified as per SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 besides otherterms as may be referred from time to time by the Board of Directors. The Audit Committeemet four times during theyear;

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II. Remuneration Committee:

The Remuneration Committee shall act in accordance with the prescribed provisions ofSection 178 of the Companies Act 2013. Remuneration Committee reviews the overallcompensation policy service agreements and other employment conditions of Managing/Wholetime Directors and Managing Director.

Nomination and Remuneration Committee of the Company presently comprises of threeIndependent Directors being MR NARAYANBHAI GANPATBHAI MACHHI (DIN - 07600799) MR. NIMESHBIHARILAL SHAH (DIN–07600822) MRS. SHRADDHA U. SHAH(DIN-08200309)&MRDHANESH P.SHAH the Company Secretary and Compliance Officer acts as Co-ordinator to monitor theproceedings at the meetings.

Remuneration Committee constituted for the purpose of considering remuneration ofexecutive and non-executive directors.

Non- Executive Director

The Company has not paid any sitting fees to any of the Directors of the Company.

No Meeting of the Nomination and remuneration committee was held during the year underreview.

Terms of reference of the Committee inter alia include the following:

Nomination of Directors / Key Managerial Personnel / Senior Management*

1. To evaluate and recommend the composition of the Board of Directors;

2. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down by the Committee;

3. Consider and recommend to the Board appointment and removal of directors otherpersons in senior management and key managerial personnel(KMP);

4. Determining processes for evaluating the effectiveness of individual directors andthe Board as a whole and evaluating the performance of individual Directors;

5. To administer and supervise Employee Stock Options Schemes (ESOS) including framingof policies related to ESOS and reviewing grant of ESOS;

6. Formulate the criteria for determining qualifications positive attributes andindependence of a Director;

7. To review HR Policies and Initiatives.

Role of the Committee:

The Committee shall:

a) Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

b) Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this Policy;

c) Lay down the evaluation criteria for performance evaluation of Independent Directorand the Board;

d) Recommend to the Board appointment remuneration and removal of Director KMP andSenior Management;

e) To devise a Policy on Board diversity.

f) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

Remuneration of Directors / Key Managerial Personnel / Senior Management*/ otherEmployees

Evolve the principles criteria and basis of Remuneration policy and recommend to theBoard a policy relating to the remuneration for all the Directors KMP Senior Managementand other employees of the Company and to review the same from time to time.

a) The Committee shall while formulating the policy ensure the following:

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to Directors KMP and Senior Management involves a balance betweenfixed and incentive pay reflecting short and long term performance objectives appropriateto the working of the Company and its goals.

* Senior Management for the above purpose shall mean personnel of the Company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the executive directors including the functional heads.

NOMINATION & REMUNERATION POLICY:

Purpose of this Policy:

The company has adopted this Policy on appointment and remuneration of the DirectorsKey Managerial Personnel and Senior Management (the "Policy") as required by theprovisions of Section 178 of the Companies Act 2013 (the "Act") and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The purpose of this Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure that remuneration to Directors KMP and Senior Management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

c) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

The Committee should ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully and the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks.

Definitions:

Independent Director means a director referred to in Section 149(6) of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time totime.

Key Managerial Personnel (the "KMP") shall mean "Key ManagerialPersonnel" as defined in Section 2(51) of the Act.

Nomination and Remuneration Committee by whatever name called shall mean aCommittee of Board of Directors of the Company constituted in accordance with theprovisions of Section 178 of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Remuneration means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-tax Act1961.

Senior Management means personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the Executive Directors including all functional heads.

Words and expressions used and not defined in this Policy but defined in the Act orany rules framed under the Act or the Securities and Exchange Board of India Act 1992 andRules and Regulations framed there under or in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 or the Accounting Standards shall have themeanings assigned to them in these regulations.

Criteria for Determining the followings:-

1 Qualifications for appointment of Directors (including Independent Directors)

a) Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service;

b) Their financial or business literacy/skills;

c) Other appropriate qualification/experience to meet the objectives of theCompany;

d) As per the applicable provisions of Companies Act 2013 Rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. TheNomination and Remuneration Committee shall have discretion to consider and fix any othercriteria or norms for selection of the most suitable candidate/s.

2 Positive attributes of Directors (including Independent Directors):

• Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively;

• Actively update their knowledge and skills with the latest developments in therailway/heavy engineering/infrastructure industry market conditions and applicable legalprovisions;

• Willingness to devote sufficient time and attention to the Company's businessand discharge their responsibilities;

• To assist in bringing independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct;

• Ability to develop a good working relationship with other Board members andcontribute to the Board's working relationship with the senior management of the Company;

• To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees;

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.

3 Independence Standards

The following would be the independence review procedure and criteria to assist theCommittee to evaluate the independence of Directors for recommending to the Board forappointment. A Director is independent if the Board affirmatively determines that theDirector does not have a direct or indirect material relationship with the Companyincluding its affiliates or any member of senior management. "Affiliate" shallmean any company or other entity that controls is controlled by or is under commoncontrol with the Company.

Also the candidate shall be evaluated based on the criteria provided under theapplicable laws including Companies Act 2013 read with Rules thereon and the ListingAgreement with the Stock Exchanges. In addition to applying these guidelines the Boardwill consider all relevant facts and circumstances in making its determination relating toa director's independence.

Independence Review Procedures

1. Annual Review

The director's independence for the independent director will be determined by theBoard on an annual basis upon the declaration made by such Director as per the provisionsof the Companies Act 2013 read with Rules thereon and the Listing Agreement.

2. Individual Director's Independence Determinations

If a director nominee is considered for appointment to the Board between Annual GeneralMeetings a determination of independence upon the recommendation of the Committee shallbe made by the Board prior to such appointment. All determinations of independence shallbe made on a case-by-case basis for each director after consideration of all the relevantfacts and circumstances and the standards set forth herein. The Board reserves the rightto determine that any director is not independent even if he or she satisfies the criteriaset forth by the provisions of the Companies Act 2013 read with Rules thereon and theListing Agreement.

3. Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change incircumstances that may put his or her independence at issue.

Criteria for appointment of KMP/Senior Management

• To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities;

• To practice and encourage professionalism and transparent working environment;

• To build teams and carry the team members along for achieving thegoals/objectives and corporate mission;

• To adhere strictly to code of conduct

Term

The Term of the Directors including Managing / Whole time Director / IndependentDirector shall be governed as per the provisions of the Act and Rules made there under andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time. Whereas the terms of the KMP (other than the Managing/Whole timeDirector) and Senior Management shall be governed by the prevailing H R policies of theCompany.

Evaluation

The Committee shall carry out evaluation of performance of every Director. TheCommittee shall identify evaluation criteria which will evaluate Directors based onknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. The appointment / re-appointment / continuation of Directors on the Board shall be subject to the outcome ofthe yearly evaluation process.

Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations there under and / or for any disciplinary reasonsand subject to such applicable Acts Rules and Regulations and the Company's prevailing HRpolicies the Committee may recommend to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management.

Remuneration of Managing / Whole-time Director KMP and Senior Management

The remuneration / compensation / commission etc. as the case may be to the Managing/ Whole time Director will be governed by the relevant provisions of the Companies Act2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.as the case may be shall be subject to the prior / post approval of the shareholders ofthe Company and Central Government wherever required. Further the Chairman &Managing Director of the Company is authorised to decide the remuneration of KMP (otherthan Managing / Whole time Director) and Senior Management based on the standard marketpractice and prevailing HR policies of the Company.

Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees as the case may be to the Non-Executive/ Independent Director shall be in accordance with the provisions of the Act and theRules made there under for the time being in force or as may be decided by the Committee /Board / shareholders. An Independent Director shall not be entitled to any stock option ofthe Company unless otherwise permitted in terms of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time.

III. Share Transfer & Shareholders'/Investor Grievance Committee:

This committee presently consists of three Independent Directors being Mr. NARAYAN BHAIG. MACHHI (DIN - 07600799) MR. NIMESH B. SHAH (DIN – 07600822)MRS. SHRADDHA U. SHAH(DIN-08200309)& MR DHANESH SHAH the Company Secretary and Compliance Officer acts asco-ordinator to monitor the proceedings at the meetings.

The committee is responsible for approving and monitoring transfers transmissionsplitting and consolidation of shares issued by the Company. In addition to that thecommittee also monitors redressal of complaints from shareholders relating to transfer ofshares non-receipt of balance sheet etc. No sitting fees is paid to the committeemembers. The Committee reviewed redressal of investors Grievances pertaining to sharetransfer dematerialization of shares replacement of lost mutilated and old sharecertificates change of address etc. The committee has also taken steps to strengtheninginvestors relations.

The meetings of the members of Share Transfer and Share Holder Grievance Committee wereheld on below mentioned date Audit Committee met four times during the year;

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The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on31stMarch 2019) is given below:-

Complaints Status: 01.04.2018 to 31.03.2019

• Number of complaints received so far : Nil
• Number of complaints solved : Nil
• Number of pending complaints : Nil

21) CORPORATEGOVERNANCE:

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 hadamended Erstwhile Clause 49 and made it applicable to all the listed Companies. FurtherSEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 read withRegulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 had made the provisions of Corporate Governancenon-mandatory to the following class of Companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crores and Networth not exceeding Rs.25 crores as on the last day of the previous financial year;Provided that where the provisions of Clause 49 becomes applicable to a company at a laterdate such company shall comply with the requirements of Clause 49 within six months fromthe date on which the provisions became applicable to the company.

b) Companies whose equity share capital is listed exclusively on the BSE Platform.

Accordingly the paid up capital and net worth is below the prescribed limit formandatory applicability of Corporate Governance clause. The Company has decided not to optfor compliance of Erstwhile Clause 49 for the time being..

22) DIRECTORS' RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

23) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earnings on account ofthe operation of the Company during the year is Rs. Nil.

24) RELATED PARTYTRANSACTIONS

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

25) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

26) DETAIL OF FRAUD AS PER AUDITORSREPORT:

There is no fraud in the Company during the Financial Year ended 31st March 2019. Thisis also being supported by the report of the auditors of the Company as no fraud has beenreported in their audit report for the financial year ended 31st March 2019.

27) BOARD'S COMMENT ON THE AUDITORS'REPORT:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3) (f)of the Companies Act 2013.

28) COST AUDITOR AND COST AUDITREPORT:

Cost Audit is not applicable to your Company.

29) AUDITORS

A. Statutory Auditors

M/s. Mayur Shah & Associates Chartered Accountants Ahmedabad (M.No.-36827))present Statutory Auditor of the Company who has expressed their willingness to bereappointed for next Financial year 2018-19 M/s. Mayur Shah & Associates CharteredAccountants Ahmedabad (M.No.-36827) who has submitted and declaration evidencing thecompliance of the provisions of Section 141 of the Companies Act 2013 and is willing tobe reappointed as Statutory Auditor for a period of Five Years till the financial year31st March 2021. Subject to the ratification of appointment of in the Annual GeneralMeeting held every year.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurthercomments.

B. Internal Auditor

The Company has not appointed internal auditors of the company.

C. Secretarial Audit

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 hasappointed CS Ashok V. Shelat Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A".

Reply to the qualification Remarks in Secretarial Audit Report:

a) The Company has decided not to opt for compliance of Clause 49 for the timebeing:

The company has taken note of non compliance with respect to Clause 49 and is in theprocess of complying the same.

b) Acknowledgement for sending the notices of the Meeting of the Board and Committeesare not maintained by the company:

The company has taken note of non compliance with respect to maintenance ofacknowledgement for sending the notices of the Meeting of the Board and Committees and isin the process of complying the same.

c) Updating of website with regard to various policies is pending:

The Company took note of the same and the Company is in process of updating thewebsite.

d) The company has not complied with certain clauses of Listing Agreement as regardspublication of Notice of Board Meeting Notice of AGM quarterly results:

Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and submitted to BSE Limited.

e) As per section 203(1)(i)(ii) & (iii) the Company is required to appointCompany Secretary & Chief Financial Officer. So The Company has appointed CompanySecretary & Chief Financial Officer:

The company has taken note of non compliance with respect to Appointment of CompanySecretary & Chief Financial Officer and is in the process of appointment of the same.

f) As per section 138 of the Companies Act 2013 the Company is required to appointInternal Auditor. The Company has not appointed Internal Auditor:

The company has taken note of non compliance with respect to Appointment of InternalAuditor and is in the process of appointment of the same.

30) MANAGEMENT DISCUSSION ANDANALYSIS:

Management discussion and analysis Report pursuant to Schedule V of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 forms part ofthis Report and the same is annexed hereto.

31) SEGMENT:

Your Company is engaged in a single segment only.

32) EXTRACT OF THE ANNUALRETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-B".

33) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

Since there are no women employees in the Company hence during the financial year2018-19 the company has not received any complaints on sexual harassment and hence nocomplaints remain pending as of 31stMarch 2019.

34) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.

35) DISCLOSURES:

(a) Materially significant related party transactions:

The same are appropriate disclosed in the note forming parts of the financialstatement.

(b) During the last three Years there were no penalties strictures imposed byeither SEBI or stock Exchange or any statutory authority for non- Compliance of any matterrelated to the capital market.

Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approvedby share transfer committee. Share Transfer requests received in physical form areregistered within 30 days and demat requests are confirmed within 15 days.

Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization ofshares:

Name: SATELLITE CORPORATE SERVICES PVT. LTD.
Address: Unit No.49 Building No.- 13-A-B 2nd Floor Samhita Comm. Co. Op. So. Ltd. Off Andheri Kurla Road MTNL Lane Sakinaka Mumbai-400072
Tel: 022-28520461/462
Fax: 022 – 28511809
Email: service@satellitecorporate.com
Date Time and venue of Annual General Meeting : 28th September 2019 at 03.00P.M.
: C/231 2nd Floor ‘Siddharth Excellence' Opp.
D-MartVasna Main Road Vadodara–390 015 Gujarat India

36) MEANS OF COMMUNICATIONS:

The half Yearly and quarterly results of the Company were not published in any newspaper but regularly forwarded to the Bombay Stock Exchange where the Company's share arelisted (suspended). The Company has not considered it necessary to circulate half yearlyresults at the residence of shareholders as there is no significant up and down in theactivities of the company having material impact on the shareholders interest.

The Company's financial results and officials news releases are displayed on theCompany's website i.e. www.retrogreenrevolution.com

Further the Company has not made any presentation to any financial institutionalInvestors/analysts or banks during the year.

Listing of Equity Shares on Stock Exchanges: BSE Limited (suspended)

a. Stock Code: BSE519191

b. Demat ISIN number:INE601N01010

c. Market price data: High / Low of Monthly Market Price of the Companies Equity Sharestraded on Bombay Stock Exchange during the financial year2018-19:

The Company has no data to report in this segment as the Company is under suspension.

d. Registered and Transfer Agent: The Company has Appointed Satellite CorporateServices Private Limited as the common agency both in respect of demat shares.

e. Share Transfer System: Valid Share transfer in physical form and complete in allrespects were approved and registered within the stipulated period.

Dividend Payment Date (Proposed): Dividend if any will be paid within thestipulated period after its declaration by the members at the AGM.

Distribution of Shareholding as on March 31 2019

Share Holding of Nominal Value No. of shareholders Percentage of Total share Holders Amt. of Shares held (Rs.) Percentage of Share Amount
Upto 5000 1289 90.97% 4253000 8.81%
5001 – 10000 71 5.01% 449000 0.93%
10001 – 20000 6 0.42% 84000 0.17%
20001 – 30000 1 0.07% 21000 0.04%
30001 –40000 0 0.00% 0 0.00%
40001 –50000 1 0.07% 43000 0.09%
50001 –100000 1 0.07% 67400 0.14%
Above 100001 48 3.39% 43382600 89.82%
Total 1417 100.00% 48300000 100.00%

Shareholding pattern as on 31stMarch 2019

Category No. of share held % of shareholding
a. Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies 579600 12.00%
b. Financial Institutions / Banks
b. Other bodies corporate 1411800 29.23%
c. Indian public 2838600 58.77%
Total 4830000 100%

Dematerialization of shares: As on 31-03-19Demat shares accounted for 919400 EquityShares of total equity.

Listing on Stock Exchanges : BSE Limited (Under Suspension)
Phiroze Jeejeebhoy Towers
Dalal Street Mumbai – 400023

Address for Correspondence:

Retro Green Revolution Limited

C/231 2nd Floor ‘Siddharth Excellence" Opp. D- Mart Vasna Main RoadVadodara–390015 Gujarat

Website: www.retrogreenrevolution.com

Email: retrogreenrevolution@gmail.com

Tel.: 0265-2251221 Fax: 0265-2251221

Satellite Corporate Services Private Limited

Unit No.49 Building No.- 13-A-B 2nd Floor Samhita

Comm. Co. Op. So. Ltd. Off Andheri Kurla Road

MTNL Lane Sakinaka Mumbai-400 072

Email: service@satellitecorporate.com

Tel: 022 - 28520461 / 28520462

Fax: 022 – 28511809

Financial Calendar:

1st quarterly results – Second week of August 2018

2nd quarterly results – First week of November 2018

3rd quarterly results – Second week of February 2019

4th quarterly results – Last week of April 2019

Date of Book Closure: September 23 2019 to September 30 2019 (both daysinclusive)

Top 10 Shareholders as on 31stMarch 2019 (Other than Promoters):

Sr. No. Name Shareholding % of Holding
1 Western Agro-Tech Innovative Ltd. 454100 9.40
2 Maamamia Retailing Pvt. Limited 449900 9.31
3 Sanjay A Choksi – HUF 440560 9.40
4 Sagar S. Choksi 182700 3.78
5 Vraj N. Shah 175900 3.64
6 Trupti S. Choksi 136800 2.83
7 Umesh B. Shah 134000 2.77
8 Nilam H. Choksi 104700 2.17
9 Hiralal P. Shah- HUF 47000 0.97
10 Ashok H. Shah – HUF 47000 0.97

35) MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.

36) CORPORATE SOCIAL RESPONSIBILITY(CSR):

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

37) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIALSTATEMENTS:

The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.

38) SECRETARIALSTANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

39) ACKNOWLEDGEMENT:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.

For and on Behalf of the Company
For Retro Green Revolution Limited
Date: 28/08/2019
Place: Vadodara
Sd/- Sd/-
Nimesh B. Shah Narayan G. Macchi
Managing Director Director
DIN:07600822 DIN:07600799

DECLARATION

As provided under SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 with the Stock Exchange all Board members and Senior Manager personnel have affirmedcompliance with Retro Green Revolution Limited Code of Business conduct and ethics for theyear ended March 31 2019.

For and on Behalf of the Company
For Retro Green Revolution Limited
Date: 28/08/2019
Place: Vadodara
Sd/- Sd/-
Nimesh B. Shah Narayan G. Macchi
Managing Director Director
DIN:07600822 DIN:07600799

.