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Retro Green Revolution Ltd.

BSE: 519191 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE601N01010
BSE 00:00 | 02 Dec 8.88 0.32
(3.74%)
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8.95

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NSE 05:30 | 01 Jan Retro Green Revolution Ltd
OPEN 8.95
PREVIOUS CLOSE 8.56
VOLUME 6326
52-Week high 26.00
52-Week low 8.22
P/E 9.65
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.95
CLOSE 8.56
VOLUME 6326
52-Week high 26.00
52-Week low 8.22
P/E 9.65
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Retro Green Revolution Ltd. (RETROGREEN) - Director Report

Company director report

To

The Members

Retro Green Revolution Limited

Your Directors here by present the 31st Annual Reporttogether with the Audited statements of Accounts for the financial year ended on 31stMarch 2021.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
(Rs.) (Rs.)
Gross Sales/Income 15544770 11130000
Less Depreciation 0 0
Profit/ (Loss) before Tax 6076479 57092
Taxes/Deferred Taxes 0 0
Profit/ (Loss) After Taxes 6076479 57092
P& L Balance b/f (12727274) (18866553)
Profit/ (Loss) carried to Balance Sheet (12727274) (18866553)

During the couple of the year under review &reconstruction/diversified activities of the Agro-tech business due to company hascarried out done the good performance and stabilize the company out of setback. Thecompany was in position to generate revenue from the exiting as well as newly operationalAgro-tech business activities to the posting of Net Profit of Rs.6076479/-

2) NATURE OF BUSINESS

The Company during the year reconstruction of the management &diversified the Business activities in the field of High tech Agro based projectsAdvisory Turnkey solutions and Greenhouses business activities and come out the set backand posted net profit for the year. Co. also intent to looking for merger Acquisition forbetterment of the stakeholders.

There was no change in the nature of the business of the Company duringthe year under review.

3) DIVIDEND:

Keeping in view the conservation of financial resources The board ofDirectors of your company has not recommended any Dividend payment relating to thefinancial year ended on 31st March 2021.

4) TRANSFER TO RESERVES:

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

5) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESASSOCIATES AND TOINT VENTURE COMPANIES

The Company does not have Subsidiaries Associate and Joint VentureCompanies. Hence details for the same are not required to mention here.

6) CHANGE OF NAME

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 ofRs.10200000/- or more per annum or Rs. 850000/- or more per month during the year asper amendment by Ministry of Corporate Affairs dated 30th June 2016. Hence noinformation is required to be furnished as required under Rule 5(2) and 5(3) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

8) SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31 2021is Rs. 48300000/-

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shareswith differential voting rights.

B) Issue of sweat equity shares

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

C) Issue of employee stock options

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

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

The Company has no scheme of provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence the details underrule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 are not required to bedisclosed.

9) FINANCE:

The Company has not borrowed loan from any Bank or Financialinstitution during the year under review.

10) FIXED DEPOSIT:

During the year under review the Company has not accepted any depositsto which the provisions of section 73 74 of the Companies Act 2013 read with Acceptanceof Deposits Rules 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 theprovisions of section 186 of the Companies Act 2013.

12) RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.Disclosure with respect to related party Transactions is attached herewith and marked asAnnexure A.

13) SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALSIMPACTING GOING CONCERN AND CO.'S OPERATIONS:

To the best of our knowledge the company has not received any suchorders passed by the regulators courts or tribunals during the year which may impact thegoing concern status or company's operations in future.

14) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Boardwishes to place on record its sincere appreciation of the devoted efforts of all employeesin advancing the Company's vision and strategy to deliver good performance.

15) BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identifiedthreat of such events which if occurs will adversely affect either / or value toshareholders ability of company to achieve objectives ability to implement businessstrategies the manner in which the company operates and reputation as "Risks".Further such Risks are categorized in to Strategic Risks Operating Risks & RegulatoryRisks. A detailed exercise is carried out to identify evaluate manage and monitoring allthe three types of risks.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. During the year under review the company retainedexternal audit firm to review its existing internal control system with a view of tightenthe same and introduce system of self certification by all the process owners to ensurethat internal 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 andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

17) VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The company has adopted a WhistleBlower Policy which affords protection and confidentially to Whistle blowers. The AuditCommittee Chairman is authorized to receive Protected Disclosures under this Policy. TheAudit Committee is also authorized to supervise the conduct of investigations of anydisclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As ofMarch 31 2021 no Protected Disclosures have been received under this policy.

18) PREVENTION OF INSIDER TRADING

In January 2015 SEBI notified the SEBI (Prohibition of InsiderTrading) Regulation 2015 which came into effect from May 2015. Pursuant thereto theCompany has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct forregulating Monitoring and reporting of Trading by Insiders" and "Code ofPractices and Procedures for fair Disclosure of Unpublished price SensitiveInformation" has been framed and adopted. The Code requires pre-clearance for dealingin the Company's shares and prohibits purchase or sale of Company shares by the Directorsand designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. TheCompany is Responsible for implementation of the Code.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Board of Directors of the Company has laid down a Code of Conductfor all Board Members and Senior Management Personnel of the Company. The said Code ofConduct has been posted on the website of the Company. The Board Members and SeniorManagement Personnel of the Company have affirmed compliance with the Code. The Chairman& Managing Director of the Company has given a declaration to the Company that all theBoard Members and Senior Management Personnel of the Company have affirmed compliance withthe Code.

The Board of Directors and designated employees have confirmedcompliance with the Code.

19) DIRECTORS:

a) Composition of Board of Directors as on 31st March 2021:

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

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

a) Declaration By Independent Directors:

The Company has received necessary declaration from each IndependentDirector under Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.

b) Meeting of Board of Directors and attendance thereon:

The meetings of the Board of Directors are held at periodical intervalsand are generally at the registered office of the Company. The meeting dates are decidedwell in advance and the agenda and notes on agenda are circulated in advance to thedirectors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2020-21 05 (Five) Board Meetings were convened andduly held on:

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The Board of Directors of the Company was present at the followingBoard Meeting held during the year under review.

Name of Director Board Meetings Held Meetings attended Attendance at last AGM i.e. 29/09/2020
Mr. Nimesh B. Shah 5 5 YES
Mr. Narayan G. Machhi 5 5 YES
Mrs. Shraddha U. Shah 5 5 YES

Details of the last three Annual General Meetings:

Meeting Year Venue of AGM Date Time Whether Special resolution Passed
Annual General Meeting 2019-20 C/231 2nd Floor Siddharth Excellence Opp. D-Mart Vasna Main Road Vadodara-390015 Gujarat India (AGM will be held through VC/OAVM) 29th September 2020 11.30 A.M. Yes
Annual General Meeting 2018-19 C/231 2nd Floor Siddharth Excellence Opp. D-Mart Vasna Main Road Vadodara-390015 Gujarat India 28th September 2019 03.00 P.M. Yes
Annual General Meeting 2017-18 3rd Floor A.C. House Opp. Duliram Pendawala Pratap Road Raopura Vadodara- 390001 Gujarat India 29th September 2018 03.30 P.M. Yes

Details for Special Resolution had passed in last AGM:

2020

1) Appointment of Statutory Auditors of the Company.

2019

1) Appointment of Statutory Auditors of the Company.

2018

1) Appointment of Statutory Auditors of the Company.

Extra Ordinary General Meeting during the year under review:

No Extra Ordinary General Meeting was held during the year underreview.

c) Changes in Directors and Key Managerial Personnel:

Mr. Narayan G. Machhi Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

d) Declaration by an Independent Director(s) and reappointment if any

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

e) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Committees.

During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance 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 theentire Board and that of the Chairman and the Non-Independent Directors were carried outby the Independent Directors.

The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.

f) Remuneration Policy

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated under the headNomination and Remuneration Committee.

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

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

During the year four Board Meetings and One Independent Directors'meeting and four Audit Committee Meetings were convened and held. The intervening gapbetween the Meetings was 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 previousAnnual Report and in line with the requirements of SEBI and Stock Exchanges the Board hasformally constituted the following committees of Directors.

I. Audit Committee:

The Audit committee constituted by the Board of directors as per theRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as well as in Section 177 of the Companies Act 2013. The Audit Committee of the Companypresently comprises of three 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 CompanyInter-alia provides assurance to the Board on the adequacy of the internal controlsystems and financial disclosures.

The audit committee while reviewing the Annual Financial Accountsensures compliance of the Accounting Standard (AS) issued by the Institute of CharteredAccountants of India.

• Review the financial reporting process and disclosure of itsfinancial information

• Review with the management Annual financial statements beforesubmission to the Board

• Review with the management statutory Auditors and InternalAuditors and adequacy of internal control systems

• Review the company's accounting and risk management policies

• Review the company's accounting and management reporting systemsand updates the same from time to time.

• Recommend the appointment and removal of statutory and InternalAuditors and fixation of fees for the same.

• Review quarterly financial statement

• Review internal investigations made statutory/ InternalAuditors.

• 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 mattersspecified as per SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015besides other terms as may be referred from time to time by the Board of Directors. TheAudit Committee met four times during the year;

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II. Remuneration Committee:

The Remuneration Committee shall act in accordance with the prescribedprovisions of Section 178 of the Companies Act 2013. Remuneration Committee reviews theoverall compensation policy service agreements and other employment conditions ofManaging/Whole time Directors and Managing Director.

Nomination and Remuneration 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.

Remuneration Committee constituted for the purpose of consideringremuneration of executive and non-executive directors.

Non- Executive Director

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

No Meeting of the Nomination and remuneration committee was held duringthe year under review.

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 whomay be appointed in senior management in accordance with the criteria laid down by theCommittee;

3. Consider and recommend to the Board appointment and removal ofdirectors other persons in senior management and key managerial personnel (KMP);

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

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

6. Formulate the criteria for determining qualifications positiveattributes and independence of a Director;

7. To review HR Policies and Initiatives.

Role of the Committee:

The Committee shall:

a) Formulate the criteria for determining qualifications positiveattributes and independence of a Director and recommend to the board of directors a policyrelating to the remuneration of the directors key managerial personnel and otheremployees;

b) Identify persons who are qualified to become Director and personswho may be appointed in Key Managerial and Senior Management positions in accordance withthe criteria laid down in this Policy;

c) Lay down the evaluation criteria for performance evaluation ofIndependent Director and the Board;

d) Recommend to the Board appointment remuneration and removal ofDirector KMP and Senior Management;

e) To devise a Policy on Board diversity.

f) Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.

Remuneration of Directors / Key Managerial Personnel / SeniorManagement*/ other Employees

Evolve the principles criteria and basis of Remuneration policy andrecommend to the Board a policy relating to the remuneration for all the Directors KMPSenior Management and other employees of the Company and to review the same from time totime.

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

• The level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

• Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

• 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.

* Senior Management for the above purpose shall mean personnel of theCompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.

NOMINATION & REMUNERATION POLICY:

Purpose of this Policy:

The company has adopted this Policy on appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Management (the "Policy") asrequired by the provisions of Section 178 of the Companies Act 2013 (the "Act")and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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

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

b) To ensure that remuneration to Directors KMP and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

c) To retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage.

The Committee should ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate Directors of thequality required 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) ofthe Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended from time to time.

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

Nomination and Remuneration Committee by whatever name called shallmean a Committee 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 anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

Senior Management means personnel of the Company who are members of itscore management team excluding Board of Directors. This would include all members ofmanagement one level below the Executive Directors including all functional heads.

Words and expressions used and not defined in this Policy but definedin the Act or any rules framed under the Act or the Securities and Exchange Board of IndiaAct 1992 and Rules and Regulations framed there under or in the SEBI (Listing Obligationsand Disclosure 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 IndependentDirectors)

a) Persons of eminence standing and knowledge with significantachievements in business professions and/or public service;

b) Their financial or business literacy/skills;

c) Other appropriate qualification/experience to meet the objectives ofthe Company;

d) As per the applicable provisions of Companies Act 2013 Rules madethere under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee shall have discretion toconsider and fix any other criteria or norms for selection of the most suitable candidate/s.

2 Positive attributes of Directors (including Independent Directors):

• Directors are to demonstrate integrity credibilitytrustworthiness ability to handle conflict constructively and the willingness to addressissues proactively;

• Actively update their knowledge and skills with the latestdevelopments in the railway/heavy engineering/infrastructure industry market conditionsand applicable legal provisions;

• Willingness to devote sufficient time and attention to theCompany's business and discharge their responsibilities;

• To assist in bringing independent judgment to bear on theBoard's deliberations especially on issues of strategy performance risk managementresources key appointments and standards of conduct;

• Ability to develop a good working relationship with other Boardmembers and contribute to the Board's working relationship with the senior management ofthe Company;

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

• Independent Directors to meet the requirements of the CompaniesAct 2013 read with the Rules made there under and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

3 Independence Standards

The following would be the independence review procedure and criteriato assist the Committee to evaluate the independence of Directors for recommending to theBoard for appointment. A Director is independent if the Board affirmatively determinesthat the Director does not have a direct or indirect material relationship with theCompany including its affiliates or any member of senior management."Affiliate" shall mean any company or other entity that controls is controlledby or is under common control with the Company.

Also the candidate shall be evaluated based on the criteria providedunder the applicable laws including Companies Act 2013 read with Rules thereon and theListing Agreement with the Stock Exchanges. In addition to applying these guidelines theBoard will consider all relevant facts and circumstances in making its determinationrelating to a director's independence.

Independence Review Procedures

1. Annual Review

The director's independence for the independent director will bedetermined by the Board on an annual basis upon the declaration made by such Director asper the provisions of the Companies Act 2013 read with Rules thereon and the ListingAgreement.

2. Individual Director's Independence Determinations

If a director nominee is considered for appointment to the Boardbetween Annual General Meetings a determination of independence upon the recommendationof the Committee shall be made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-casebasis for each director after consideration of all the relevant facts and circumstancesand the standards set forth herein. The Board reserves the right to determine that anydirector is not independent even if he or she satisfies the criteria set forth by theprovisions of the Companies Act 2013 read with Rules thereon and the Listing Agreement.

3. Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of anychange in circumstances that may put his or her independence at issue.

Criteria for appointment of KMP/Senior Management

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

• To practice and encourage professionalism and transparentworking environment;

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

• To adhere strictly to code of conduct

Term

The Term of the Directors including Managing / Whole time Director /Independent Director shall be governed as per the provisions of the Act and Rules madethere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time. Whereas the terms of the KMP (other than theManaging/Whole time Director) and Senior Management shall be governed by the prevailing HR policies of the Company.

Evaluation

The Committee shall carry out evaluation of performance of everyDirector. The Committee shall identify evaluation criteria which will evaluate Directorsbased on knowledge to perform the role time and level of participation performance ofduties level of oversight professional conduct and independence. The appointment /reappointment / 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 underany other applicable Act Rules and Regulations there under and / or for any disciplinaryreasons and subject to such applicable Acts Rules and Regulations and the Company'sprevailing HR policies the Committee may recommend to the Board with reasons recordedin writing removal of a Director KMP or Senior Management.

Remuneration of Managing / Whole-time Director KMP and SeniorManagement

The remuneration / compensation / commission etc. as the case may beto the Managing / Whole time Director will be governed by the relevant provisions of theCompanies Act 2013 and applicable Rules and Regulations and will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission etc. as the case may be shall be subject to the prior / post approval of theshareholders of the Company and Central Government wherever required. Further theChairman & Managing Director of the Company is authorised to decide the remunerationof KMP (other than Managing / Whole time Director) and Senior Management based on thestandard market practice and prevailing HR policies of the Company.

Remuneration to Non-executive / Independent Director

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

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

This committee presently consists of three Independent Directors beingMr. NARAYAN BHAI G. MACHHI (DIN - 07600799) MR. NIMESH B. SHAH (DIN - 07600822) MRS.SHRADDHA U. SHAH (DIN-08200309) & MR DHANESH SHAH the Company Secretary andCompliance Officer acts as Co-Ordinator to monitor the proceedings at the meetings.

The committee is responsible for approving and monitoring transferstransmission splitting and consolidation of shares issued by the Company. In addition tothat the committee also monitors redressal of complaints from shareholders relating totransfer of shares non-receipt of balance sheet etc. No sitting fees is paid to thecommittee members. The Committee reviewed redressal of investors Grievances pertaining toshare transfer 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 HolderGrievance Committee were held on below mentioned date Audit Committee met four timesduring the year;

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The status of shareholders' complaints received so far/number notsolved to the satisfaction of shareholders/number of pending share transfer transactions(as on 31st March 2021) is given below:-

Complaints Status: 01.04.2020 to 31.03.2021

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

21) CORPORATE GOVERNANCE:

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April2014 had amended Erstwhile Clause 49 and made it applicable to all the listed Companies.Further SEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014read with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) 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.10crores and Net worth not exceeding Rs.25 crores as on the last day of the previousfinancial year; Provided that where the provisions of Clause 49 becomes applicable to acompany at a later date such company shall comply with the requirements of Clause 49within six months from the date on which the provisions became applicable to the company.

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

Accordingly the paid up capital and net worth is below the prescribedlimit for mandatory applicability of Corporate Governance clause. The Company has decidednot to opt for compliance of Erstwhile Clause 49 for the time being.

22) DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b. that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312021 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. that the annual financial statements have been prepared on a goingconcern basis

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

f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

23) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy technology absorption etc. asrequired to be given under Section 134(3)(m) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 are not applicable to Company as our Company hasnot carried out in the manufacturing activities. The foreign exchange earnings on accountof the operation of the Company during the year is Rs. Nil.

24) RELATED PARTY TRANSACTIONS

Disclosure with respect to related party transactions is marked andattached as Annexure

A. There were no materially significant related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have 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 would impact the going concern status of the Company and its futureoperations.

26) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31stMarch 2021. This is also being supported by the report of the auditors of the Company asno fraud has been reported in their audit report for the financial year ended 31st March2021.

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

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

28) COST AUDITOR AND COST AUDIT REPORT:

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 theirwillingness to be reappointed for next Financial year 2020-21 M/s. Mayur Shah &Associates Chartered Accountants Ahmedabad (M.No.-36827) who has submitted anddeclaration evidencing the compliance of the provisions of Section 141 of the CompaniesAct 2013 and is willing to be reappointed as Statutory Auditor for a period of Five Yearstill the financial year 31st March 2021. Subject to the ratification of appointment of inthe Annual General Meeting held every year.

The observations made by the Auditors' in their Auditors' Report andthe Notes on Accounts referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.

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 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed CS Ashok V. Shelat Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure -B".

Reply to the qualification Remarks in Secretarial Audit Report:

a) The Company has decided not to opt for compliance of Clause 49 forthe time being:

The company has taken note of noncompliance with respect to Clause 49and is in the process of complying the same.

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

The Company took note of the same and the Company is in process ofupdating the website.

c) The company has not complied with certain clauses of ListingAgreement as regards publication of Notice of Board Meeting Notice of AGM quarterlyresults:

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

d) As per section 138 of the Companies Act 2013 the Company isrequired to appoint Internal Auditor. The Company has not appointed Internal Auditor:

The company has taken note of noncompliance with respect to Appointmentof Internal Auditor and is in the process of appointment of the same.

30) MANAGEMENT DISCUSSION AND ANALYSIS:

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

31) SEGMENT:

Your Company is engaged in a single segment only.

32) EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as "Annexure-C".

33) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed there under.

Since there are no women employees in the Company hence during thefinancial year 2020-21 the company has not received any complaints on sexual harassmentand hence no complaints remain pending as of 31st March 2021.

34) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 ofCompanies (Appointment & Remuneration) Rules 2014 every Listed Company mandates todisclose in the Board's Report the ratio of the remuneration of each director to thepermanent employee's remuneration. However since there is no permanent employee in theCompany no disclosure 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 thefinancial statement.

(b) During the last three Years there were no penalties stricturesimposed by either SEBI or stock Exchange or any statutory authority for non- Compliance ofany matter related to the capital market.

Share Transfer System:

All the transfers are received and processed by share Transfer agentsand are approved by share transfer committee. Share Transfer requests received in physicalform are registered 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 fordematerialization of shares:

Name: SATELLITE CORPORATE SERVICES PVT. LTD.
Address: Office No.-106107 Dattani Plaza East West Compound
Andheri Kurla Road Safedpul
Sakinaka Mumbai-400 072.
Tel: 022-28520461/462
Fax: 022 - 28511809
Email: service@satellitecorporate.com
Date Time and venue of : 30th September 2021 at 11.30 A.M.
Annual General Meeting : At the Regd. Office of the Company

36) MEANS OF COMMUNICATIONS:

The half Yearly and quarterly results of the Company were not publishedin any news paper but regularly forwarded to the Bombay Stock Exchange where the Company'sshare are listed. 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 aredisplayed on the Company's website i.e. www.retrogreen.in

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

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

a. Stock Code: BSE 519191

b. Demat ISIN number: INE601N01010

c. Market price data: High / Low of Monthly Market Price of theCompanies Equity Shares traded on Bombay Stock Exchange during the financial year2020-21:-09.85/18.80

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

e. Share Transfer System: Valid Share transfer in physical form andcomplete in all respects were approved and registered within the stipulated period.

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

Distribution of Shareholding as on March 31 2021

Shares Distribution Schedule as on 31/03/2021

SHARES SLAB SHAREHOLDERS %AGE TOTAL SHARES AMOUNT (RS.) %AGE
UPTO - 100 526 31.74 43531 435310 0.90
101 - 500 949 57.27 400914 4009140 8.30
501 - 1000 88 5.31 59635 596350 1.23
1001 - 2000 14 0.84 24022 240220 0.50
2001 - 3000 8 0.48 19830 198300 0.41
3001 - 4000 4 0.24 15038 150380 0.31
4001 - 5000 7 0.42 34065 340650 0.71
5001 -10000 11 0.66 90291 902910 1.87
10001 -20000 9 0.54 131273 1312730 2.72
20001 -50000 26 1.57 1118899 11188990 23.17
50001 &Above 15 0.91 2892502 28925020 59.89
0.00 0.00
Total : 1657 100.00 4830000 48300000 100

Shareholding pattern as on 31st March 2021

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 195000 04.04%
b. Financial Institutions / Banks
b. Other bodies corporate 1174169 24.31%
c. Indian public 3460831 71.65%
Total 4830000 100%

Dematerialization of shares: As on 31-03-2021 Demat shares accountedfor 2900400 Equity Shares 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.retrogreen.in

Email: retrogreenrevolution@gmail.com

Tel.: 0265-2251221 Fax: 0265-2251221

Satellite Corporate Services Private Limited

Office No.-106107 Dattani Plaza

East West Compound

Andheri Kurla Road Safedpul

Sakinaka Mumbai-400 072.

022-28520461/462

022 - 28511809

service@satellitecorporate.com

Financial Calendar:

1st quarterly results - Second week of August 2020

2nd quarterly results-Second week of November2020

3rd quarterly results - Second week of February 2021

4th quarterly results - Fourth week of June 2021

Date of Book Closure: September 24th 2021 to September 30th2021 (both days inclusive) Top 10 Shareholders as on 31st March 2021 (Otherthan Promoters):

Sr. No. Name Shareholding % of Holding
1 Western Agro-Tech Innovative Ltd. 376109 7.79
2 Sanjay A. Choksi - HUF 335963 6.96
3 Maamamia Retailing Pvt. Ltd. 292760 6.06
4 Vraj Shah 220300 4.56
5 Shaileshpuri B. Goswami 218700 4.53
6 Jenita P. Jain 215300 4.46
7 Trupti S. Choksi 201800 4.18
8 Mangalbhai S. Baria 200000 4.14
9 Aashaben Baria 184600 3.82
10 Vandanaben S. Goswami 175200 3.63

35) MATERIAL CHANGES AND COMMITMENT :

No material changes and commitments affecting the financial position ofthe company occurred between the ends of the financial year to which these financialstatements relate on the date of this report.

36) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate SocialResponsibility initiative under the provisions of Section 135 of the Companies Act 2013read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as thesaid provisions are not applicable.

37) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with referenceto the Financial Statements during the year under review.

38) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 andSS-2 relating to 'Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.

39) ACKNOWLEDGEMENT:

The management is grateful to the government authorities BankersVendors for their continued assistance and co-operation. The directors also wish to placeon record the confidence of members in the company.

.