RIDDHI SIDDHI GLUCO BIOLS LIMITED
Your Directors are pleased to present the 28th Annual Report and the AuditedAccounts for the Financial Year ended on 31st March 2019.
| || ||(Rs. in lakhs) |
|PARTICULARS ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Revenue from operations and other Income ||23367.71 ||44014.13 |
|Profit before Interest Depreciation and Tax ||7867.54 ||5020.77 |
|Finance Cost ||1757.73 ||3687.82 |
|Profit before Depreciation and Tax ||6109.81 ||1332.95 |
|Depreciation ||1135.89 ||1123.92 |
|Profit /(Loss) before Tax and Exceptional items ||4973.92 ||209.03 |
|Exceptional Items ||- ||- |
|Net Tax Expense (benefit) ||521.21 ||(3695.84) |
|Net Profit ||4452.71 ||3904.87 |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the financial year 2018-19 the revenue from operation and other income of theCompany has decreased from Rs.44014.13 lakhs to Rs.23367.71 lakhs. Though decrease intotal revenue of the Company net profit of the Company increased from Rs.3904.87 lakhs toRs.4452.71 lakhs. The Board is hopeful to get better result in the next year.
Your Directors recommended a dividend of Rs.2/- (Two Rupees ) per share on fully paidup equity shares of the face value of Rs.10/- (Ten Rupees) each i.e. 20% on paid upequity share capital of the Company for the financial year ended on 31st March 2019.
The total outgo towards dividend would be Rs.142.72 lakhs excluding Tax on dividend.
TRANSFER TO RESERVE:
The Board does not proposed to carry any amount to reserves out of profit.
CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of business of theCompany.
During the period under review Company has not accepted or renewed any deposits fromthe public.
The paid up Equity Share Capital as at 31st March 2019 stood atRs.71363860/-. During the year under review Company has not issued shares orconvertible securities or shares with differential voting rights and has also not grantedany stock options or sweat equity or warrants. During the year Company has redeemed 50lakhs 8% Non-Cumulative Redeemable Preference Shares of Rs.10/- each at face value.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ganpatraj L. Chowdhary (DIN: 00344816) Managing Director of the Company willretire by rotation in the ensuing 28th Annual General Meeting and being eligible offerhimself for reappointment. During the year Mrs. Urvi Desai was appointed as an AdditionalIndependent Director of the Company w.e.f 14.02.2019. Further on recommendation ofNomination and Remuneration committee Mr. Sathymurthy Rajagopal (DIN:0013097) Board hasproposed to re-appoint him for further period of 5 years.
Further Mrs. Vaishali Patel independent director of the Company has resigned from theBoard of Directors of the Company w.e.f. 12.02.2019 due to personal reasons and Mr. KinjalShah Company Secretary of the Company has resigned on 09.01.2019. The Company expressessincere gratitude to them for the contribution made during their tenure asDirector/Company Secretary of the Company. Mr. Sharad Jain was appointed as CompanySecretary of the Company w.e.f. 14.02.2019.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:
During the year four Board Meetings were convened. The dates on which the BoardMeetings were held are 30.05.2018 14.08.2018 14.11.2018 and 14.02.2019.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and Secretarial Standards as prescribed by the Institute of CompanySecretaries of India.
During the year under review one meeting of Independent Directors was held on14.02.2019 and two meetings of Corporate Social Responsibility Committee were held on30.05.2018 and 14.02.2019.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT2013:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
i. that in the preparation of the annual statements the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;
ii. that accounting policies had been selected and applied them consistently exceptwhich has been mentioned in notes and judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year ended on 31st March 2019 and of the profit and lossof the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF COMMITTEE OF DIRECTORS:
Detail note on Composition of Audit Committee of Directors Nomination and RemunerationCommittee of Directors CSR Committee Finance & Investment Committee and StakeHolders Relationship/ Investor Grievances Committee of Directors number of meetings heldof each Committee during the financial year 2018-19 and meetings attended by each memberof the Committee as required under the Companies Act 2013 are provided in CorporateGovernance Report.
CORPORATE SOCIAL RESPONSIBILITY:
The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 ofThe Companies Act 2013 read with the Companies (Corporate Social Responsibility policy)Rules 2014 is in Annexure I to this report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc which is in compliance with applicable lawsregulations and guidelines.
The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the performance evaluationwas carried out as under Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria specified by Companies Act 2013. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
Individual Directors: Independent Directors
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each Independent Director was evaluated by the entire Board ofDirectors (excluding the Director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each Independent Director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the Independent Directorsin guiding the management in achieving higher growth and concluded that continuance ofeach Independent Director on the Board will be in the interest of the Company.
The performance of each of the Non-Independent Directors (including the chairman) wasevaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorised recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return for the year ended on31.03.2019 in form MGT-9 is annexed herewith as Annexure II. APPOINTMENT ANDREMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy and defined the scope of the Committee which is in line with theprovisions of the Companies Act 2013. The policy is available on Company's website atwww.riddhisiddhi.co.in.
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal and unethical practices unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy which is available at theCompany's website at www.riddhisiddhi.co.in .
The Management has evaluated various risks and that there is no element of riskidentified that may threaten the existence of the Company. Though rules relating to RiskManagement Policy does not applicable to the Company Company has voluntarily adopted theRisk Management Policy and uploaded the same on Company's website at www.riddhisiddhi.co.in.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of loans guarantees and investments covered under section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has following subsidiaries but does not have any associate company andjoint ventures within the meaning of Section 2(6) of the Companies Act 2013.
|Sr. no. ||Name of Entity ||CIN/LLPIN ||Status |
|1 ||Shree Rama Newsprint Limited ||L21010GJ1991PLC019432 ||Subsidiary |
| ||Village Barbodha Taluka Olpad District Surat 395 005 Gujarat || || |
|2 ||Riddhi Siddhi Estate Creator LLP ||AAG-0739 ||Subsidiary |
| ||10 Abhishree Corporate Park Nr. Swagat Bunglows BRTS Bus Stand Ambali Bopal Road Ambli Ahmedabad 380 058 || || |
|3 ||Riddhi Siddhi Infraspace LLP ||AAG-5189 ||Subsidiary |
| ||10 Abhishree Corporate Park Nr. Swagat Bunglows BRTS Bus Stand Ambali Bopal Road Ambli Ahmedabad 380 058 || || |
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATECOMPANY:
A statement containing the salient features of the financial statement of the Company'ssubsidiary under the provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of the Companies (Accounts) Rules 2014 has been annexed as Annexure-III inprescribed form AOC-1.
RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC 2 as annexed Annexure-IV. In line with therequirements of the Companies Act 2013 and Equity Listing Agreement your Company hasformulated a Policy on Material Related Party Transactions which is also available onCompany's website at www.riddhisiddhi.co.in .
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Limited till the signing date.The Company has paid the requisite listing fees to the stock exchange.
DELISTING OF SHARES:
The Company had received a letter dated 07.12.2017 from Mr. Ganpatraj L. ChowdharyPromoter and Managing Director of the Company expressing his intention to provide an exitopportunity to the public shareholders of the Company [defined to mean all theshareholders of the Company other than the Promoter Group Members and hereinafter referredto as the ("Public Shareholders") in accordance with the Delisting Regulations.The Acquirer/ Promoter shall purchase the entire 1796634 Equity Shares of Rs. 10/- eachrepresenting 25.18% of the Equity Capital of the Company held by the Public Shareholdersin order to voluntarily delist the Equity Shares of Riddhi Siddhi Gluco Biols Limited(RSGBL) from the stock exchange i.e. BSE. Pursuant to receipt of the letter dated07.12.2017 the Board of Directors of the Company ("Board of Directors") at itsmeeting held on 12.12.2017 took on record the said letter and consented to the DelistingOffer in terms of Regulation 8(1) (a) of the Delisting Regulations subject to consent ofthe Public Shareholders.
A special resolution had been passed by the shareholders of Riddhi Siddhi Gluco BiolsLimited through postal ballot the result of which was declared on 02.02.2018 and notifiedto the BSE by the Company vide letter dated 02.02.2018 approving the delisting of theEquity Shares in accordance with the Delisting Regulations. The votes cast by the PublicShareholders in favour of the Delisting were more than two times the number of votes castby the Public Shareholders against it.
The Company has received in-principle approval for the proposed delisting of equityshares from BSE vide their letter no. DCS/DEL/HM/IP/1286/2017-18 dated 20.2.2018.
BSE informed the Company on March 21 2018 vide Notice 20180321-38 & Notice20180321-47 that the delisting process is on hold as per directions of SEBI till furtherinstruction.
In-principle approval granted by the Exchange to the proposed voluntary delisting ofsecurities of Company has been withdrawn after following due process by exchange.Consequently the shares/funds will be returned back to the shareholders / promotersrespectively immediately upon expiry of seven working days i.e. on January 7 2019.
However Order dated January 04 2019 passed by Hon'ble Securities Appellate Tribunal(SAT) in the matter of one investor in the issue viz. Shobhendra Mansukhlal Daruwala(Appellant) versus Securities and Exchange Board of India (SEBI) & Others(Respondents) the funds deposited in the Escrow Account by the Acquirer/Promoter of theCompany shall not be returned to the Acquirer/Promoter. However the shares will bereturned back to the shareholders on January 07 2019 as advised earlier. Hon'ble SAT'sOrder dated February 21 2019 in the aforesaid matter the interim order dated January 042019 stands vacated and accordingly the funds/amount deposited in the Escrow Account bythe Acquirer/Promoter of the Company shall be returned to the Acquirer/Promoter.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are not applicable to the Company as Company was notengaged in any manufacturing during the year under review. Foreign Exchange Earnings isNil and Foreign Exchange Outgo amounts to Rs.23.53 lakhs toward interest and repayment ofexternal commercial borrowing during the year under review.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Report on Corporate Governance Management Discussion & Analysis Report in termsof Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 2015 is made part of this report. A certificate from thePracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed to this Annual Report.
PARTICULARS OF EMPLOYEES :
Company does not have any employees who is drawing remuneration in excess of limitprescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Theinformation required under section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 attached as Annexure-V.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard on the recommendations of the Audit Committee has appointed M/s. Ravi Kapoor &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company for the financial year ended 31st March 2019. Secretarial AuditReport issued by M/s. Ravi Kapoor & Associates Company Secretaries in form MR-3forms part of this report and marked as Annexure-VI.
CASH FLOW STATEMENT:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 with the Stock Exchanges the Cash FlowStatement is attached to the Annual Report.
In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made there under M/s. Deloitte Haskins & Sells Chartered Accountants (FirmRegistration No. 117365W) were reappointed as Statutory Auditors of the Company for aperiod of five consecutive years i.e. from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting of theCompany to be held in the year 2021.
EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSE REMARKSOR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:
(i) By the Statutory Auditors in their report;
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the Statutory Auditors of the Company.
(ii) By the Company Secretary in Practice in his Secretarial Audit Report;
There is no qualification reservation or adverse remark or disclaimer in secretarialaudit report issued by the Company Secretary in Practice. except one observation mentionedby Secretarial Auditor in the matter of delisting of equity shares of the Company thatIndependent Oversight Committee of Listing Function of BSE Ltd. has passed an order dated26th December 2018 alleging certain violations and withdrawing the in-principle delistingapproval. In the said matter Securities Appellate Tribunal vide its order dated 21stFebruary 2019 has noted that the irregularities are being investigated by Securities andExchange Board of India (SEBI) and has directed SEBI to complete the investigationexpeditiously.
Reply of Director:
With respect to above observation of Secretarial Auditor in the matter of delisting ofequity shares of the Company your Directors submit that as the final investigation bySEBI is pending therefore we are not in a position to comment in this matter.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
The provisions regarding Sexual Harassment of Women Act Workplace (PreventionProhibition & Redressal) Act 2013 are applicable to the Company and constituted theInternal Complaint Committee as per the provisions regarding Sexual Harassment of WomenAct Workplace (Prevention Prohibition & Redressal) Act 2013. There is no complaintsreceived or pending till 31st March 2019 under the said policy.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In terms of Section 134(3)(i) of the Companies Act 2013 it is reported that exceptas disclosed elsewhere in this report no material changes and commitments which couldaffect the Company's financial position have occurred between the end of the financialyear of the Company and date of this report
SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
The industrial relations remained cordial throughout the year under review.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:
Provisions of maintenance of Cost Accounts and Records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and provisionsregarding appointment of Cost Auditors are not applicable to the Company.
ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
The Board framed policies on Preservation of Documents and Determining Materiality forDisclosure to Stock Exchanges which are available at the Company's website atwww.riddhisiddhi.co.in .
REPORTING OF FRAUD:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under section 143(12) ofAct and Rules framed thereunder
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that Company complies with applicable mandatory SecretarialStandards issued by The Institute of Company Secretaries of India.
The Directors wish to place on record and acknowledge their appreciation and gratitudefor the continued co-operation and support received from the Central Government the StateGovernment of Gujarat Regulatory Bodies participating Financial Institutions and BanksCustomers Suppliers and Dealers. The Directors take this opportunity to express theirappreciation towards the dedication commitment and teamwork shown by employees which hascontributed in taking the Company on the path of prosperity. Your Directors further thankthe fraternity of Members/Shareholders for their continued confidence reposed in themanagement of the Company.
| ||For and on behalf of the Board of Directors |
| ||(Ganpatraj L. Chowdhary) |
|Date: 12.08.2019 ||Chairman and Managing Director |
|Place: Ahmedabad ||DIN: 00344816 |
Annexure - III
[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014]
Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
| || || || |
(Rs. In Lakhs)
|Name of the subsidiary :- ||SHREE RAMA NEWSPRINT LIMITED ||RIDDHI SIDDHI ESTATE CREATOR LLP ||RIDDHI SIDDHI INFRASPACE LLP |
|1 The date since when subsidiary was acquired: ||24-Jul-15 ||30-Mar-16 ||30-May-16 |
|2 Reporting period for the subsidiary concerned if different from the holding company's reporting period: ||N.A. ||N.A. ||N.A. |
|3 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries: ||N.A. ||N.A. ||N.A. |
|4 Share capital / Partners' Capital ||14752.20 ||602.39 ||30131.37 |
|5 Reserves & surplus : ||30260.37 ||58.51 ||-4109.63 |
|6 Total assets : ||86328.28 ||2517.72 ||36309.64 |
|7 Total Liabilities : ||86328.28 ||2517.72 ||36309.64 |
|8 Investments : ||9566.05 ||9.90 ||3000.00 |
|9 Turnover : ||50382.76 ||2654.54 ||- |
|10 Profit before taxation : ||3822.74 ||136.37 ||-1884.58 |
|11 Provision for taxation : ||- ||44.53 || |
|12 Profit after taxation : ||3822.74 ||91.85 ||-1884.58 |
|13 Proposed Dividend : ||- ||- ||- |
|14 Extent of shareholding ||64.84 ||99.00 ||99.95 |
|(in percentage) : || || || |
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: Nil
2. Names of subsidiaries which have been liquidated or sold during the year: Nil
Part "B": Associates and Joint Ventures
(Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures)
|Name of Associates/ Joint Ventures ||Name |
|1. Latest audited Balance Sheet Date || |
|2. Date on which the Associate or Joint Venture was associated or acquired || |
|3. Shares of Associate or Joint Ventures held by the company on the year end || |
|No. || |
|Amount of Investment in Associates/Joint Venture || |
|Extent of Holding (in percentage) ||N.A. |
|4. Description of how there is significant influence || |
|5. Reason why the associate/joint venture is not consolidated || |
|6. Networth attributable to Shareholding as per latest audited Balance Sheet || |
|7. Profit or Loss for the year || |
|i. Considered in Consolidation || |
|ii. Not Considered in Consolidation || |
1. Names of associates or joint ventures which are yet to commence operations: NIL
2. Names of associates or joint ventures which have been liquidated or sold during theyear: NIL
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's lengthbasis
|a Name(s) of the related party and nature of relationship ||Kavita Chowdhary (Wife of Mr. Siddharth G. Chowdhary Whole Time Director of the Company) |
|b Nature of contracts/arrangements/transactions ||Payment of rent for using of office premise by the Company |
|c Duration of the contracts / arrangements/transactions: ||3 years |
|d Salient terms of the contracts or arrangements or transactions including the value if any ||Payment of rent of Rs. 437000/- per month plus service tax/ GST |
|e Justification for entering into such contracts or arrangements or transactions ||It is necessary to avail office premises on rent for using the said premises as registered office. |
|f Date(s) of approval by the Board ||13.08.2016 30.05.2017 (Supplementary Agreement) |
|g Amount paid as advances if any ||Nil |
|h Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||Not Applicable |
2. Details of material contracts or arrangement or transactions at arm's lengthbasis
|a Name(s) of the related party and nature of relationship ||Bluecraft Agro Private Limited (Enterprise controlled by or over which Director of the Company able to exercise significant influence) |
|b Nature of contracts/arrangements/transactions ||Trading of Agricultural Commodities |
|c Duration of the contracts / arrangements/transactions: ||As per terms of contract/arrangement |
|d Salient terms of the contracts or arrangements or transactions including the value if any ||Amount of Rs. 373.64 Lakhs received for sale of Agricultural commodities. |
|e Date(s) of approval by the Board ||30.05.2018 |
|f Amount paid as advances if any ||Nil |
|g Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||Not Applicable |
Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
|Particulars ||Name of the Directors and Designation || |
|(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year; ||Mr. Ganatraj L. Chowdhary Managing Director ||19.03:1 |
| ||Mr. Siddharth G. Chowdhary Whole Time Director ||10.15:1 |
|(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; ||Mr. Ganatraj L. Chowdhary Managing Director ||Nil |
| ||Mr. Siddharth G. Chowdhary Whole Time Director ||Nil |
| ||Mukesh Samdaria Chief Financial Officer ||46.91% |
| ||Kinjal Shah Company Secretary ||18.27% |
| ||Sharad Jain Company Secretary ||Nil |
|(iii) The percentage increase in the median remuneration of employees in the financial year; ||11.57% |
|(iv) The number of permanent employee on the roll of Company; ||12 |
|(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||There were no increments in remuneration of managerial personnel in the last Financial Year except Chief Financial Officer and Company Secretary. Increment of CFO was 46.91% and increment of Company Secretary was 18.27% as against 11.57% for non-managerial personnel. |
|(vi) Affirmation that the remuneration is as per the remuneration policy of the Company. ||It is hereby affirmed that remuneration paid is as per the Nomination and Remuneration policy of the Company |