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RKB Agro Industries Ltd.

BSE: 530891 Sector: Others
NSE: N.A. ISIN Code: INE740A01013
BSE 05:30 | 01 Jan RKB Agro Industries Ltd
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RKB Agro Industries Ltd. (RKBAGROINDUST) - Director Report

Company director report

To CIN: L17100KA1979PLC003492

The Members

R K B Agro Industries Limited

Your directors are pleased to present the annual report along with the auditedfinancial statements for the year ended 31st March 2021.

1. Financial results : (Rupees in Lakhs)

Particulars 31st March 2020 31st March 2019
Gross Revenue from operations 4196.63 2831.86
Other Income 15.14 17.10
Total Revenue 4211.78 2848.96
Expenditure before depreciation and financial cost 3979.09 2734.70
Depreciation 28.22 27.78
Financial cost 80.75 75.17
Profit before tax 26.25 11.31
Provision for Tax Current Tax 04.06 3.28
Mat Credit Set off - (1.46)
Deferred tax Charge/ (Income) 0.02 (0.33)
Tax adjustment of earlier years - (0.24)
Profit/(Loss) after Tax for the year 21.97 10.08
Earnings per share Basic & Diluted 0.29 0.13

The financial statements for the financial year ended March 31 2021 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(IND AS) as notified by the Ministry of Corporate Affairs.

1. Operations :

During the year your company's revenue from operations was Rs.419663134/- as againstprevious years' figure of Rs.283186923/- Taking into account of other income the totalrevenue has aggregated to Rs. 421178077/- as against Rs. 284896976/- during theprevious year. After providing for depreciation financial cost and tax expenses theoperation has resulted in a net profit of Rs. 21.97 Lacks as against the previous yearprofit of Rs. 10.08 Lacks.

Due to favorable market conditions the company posted increased net profit for the year2020-21 as compared to previous year.

3 . Dividend :

With a view to conserve the resources your Directors have not recommended any dividendfor the year 2020-21.

4 . Reserves:

The Board does not propose to carry any amount to any reserves the entire net profit isproposed to be transferred to Balance sheet under the heads of other equity.

5. Brief description of the Companys state of affair:

During the year under review the performance of the company has grown considerably goodcompare to previous year from Rs. 283186923/ Rs. 419663134/- It was expectedthat given a favorable weather conditions conducive for cultivation of cotton and withupward demand for cotton your company would be able to achieve increased turnover and theprofitability.

6. Extract of the Annual Return :

The extract of annual return in for MGT-9 as required under the provisions of Section92 (3) of the Act is attached as Annexure A to this report.

7. Directors and Key Managerial Personnel:

A. Directors :

There are changes in the composition of board of directors.

Sri. Sowbhagraj Bhandari and Sri V.M. Bhandari Directors retire by rotation at theensuing annual general meeting and being eligible offers himself for re-appointment.

The composition of the Board of Directors and the number of board meetings attended bythem as follows:

Sl. No. Name of Director Designation Qualification No.of meeting attended
1 Sri. Sowbhagraj Bhandari Managing Director B.Com 06
2 Sri V.M. Bhandari Whole-time Director B.Com 06
3 Sri Rajendra kumar Shantilalji Dhoka Independent Director B.Com 06
4 Sri. Vinod Kumar Mootha Independent Director B.Com 06
5 Mrs. Rupal Bandari Woman Director BBM 06

During the financial year 2020-21 06 Board meetings were held on 30.04.2029031.07.2020 18.08.2020 27.10.2020 05.11.2020 & 25-01-2021 the intervening gapbetween any two meetings was within the period prescribed in section 173 of the CompaniesAct 2013.

B. Key Managerial Personnel :

As required under section 203 of the Companies Act 2013 apart from the ManagingDirector the following are the Key Managerial Personnel.

Sri. Praveen Birsingh Choudhary - Company Secretary Sri. Sripad Chandrakanth Hanchate -Chief Financial Officer

C. Declaration by Independent Director(s) :

Sri Rajendra kumar Shantilalji Dhoka Sri Vinod Kumar Mootha and Mrs. Rupal BandariIndependent Directors have furnished declaration to the effect that they meet the criteriaof independence as provided in sub-section (6) of Section 149 of the Companies Act2013.

8. Audit Committee :

The Audit Committee constituted by the Board consists of the following directors:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director Chairman
Sri. Vinod Kumar Mootha Independent Director Member
Sri V. M. Bhandari Whole-time Director Member
Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.
Sri Sripad Hanchate Chief Financial Officer

Vigilance Mechanism :

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees stakeholders and other Directors. The Companyhas also provided adequate safeguards against victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the Chairman of theAudit Committee on reporting issues concerning the interests of co employees and theCompany.

9 . Adequacy of internal financial controls with reference to the FinancialStatements:

The internal financial controls are adequate to ensure that the financial statementsare drawn up with due care to reflect the factual position.

Further pursuant to section 138 the Companies Act 2013; the company has appointed M/s.Mootha S.K. & Co. Chartered Accountants Loharwadi Raichur- 580101 as the InternalAuditor for the Company.

10. Composition of Nomination and Remuneration Committee and its policy.

The Nomination and Remuneration Committee consists of the following members:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director Chairman
Sri. Vinod Kumar Mootha Independent Director Member
Mrs. Rupal Bhandari Non Executive Director Member
Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.

The number of director on the Board of the Company is only five out of which two areindependent directors. The Audit Committee and Nomination and Remuneration have beenconstituted amongst them however ensuring compliance with the provisions of the Act.

The Company has drawn up the remuneration policy considering the various parametersprevalent in Raichur district one of the backward districts in Karnataka State. Furtherthe remuneration fixed for the Managing Director and the Whole-time Director the corepromoters of the company is meager and so also the remuneration offered to other KeyManagerial Personnel.

11. Managerial Remuneration

1) The ratio of the remuneration of Managing Director and the Whole-time Director tothe median remuneration of the employees of the Company is1:3. None of the Directors arepaid any commission.

2) During the year None of the Directors were paid remuneration.

3) The percentage increase in the medial remuneration of the employees in the financialyear is Nil

4) The number of permanent employees on the role of the Company is 7.

The company is situated in a backward district and considering the relevant parametersand in view of the fact that there is no increase in the remuneration to CFO and CompanySecretary. and accordingly information under Rule 5 (viii) of Companies (Appointment andRemuneration Personnel) Rules 2014 is not furnished. The remuneration paid to KMPs is asper the remuneration policy of the Company

12. Change in the nature of business:

There is no change in the nature of the business.

13. Subsidiaries Joint Ventures and Associate Companies :

There are no Subsidiary / Joint Venture Companies. There are four Associate firmsviz. Kushal Enterprises Bhandari Distributors (P) Ltd Mukan Marketing (P) Ltd RKBFoundation

14. Particulars of Loans Guarantees or Investments:

The Company has during the year not given any loan provided any guarantee and madeany investments falling within the purview of section 186 of the Companies Act 2013.

15. Particulars of contracts or arrangements with related parties:

Details of related party transactions attracting the provisions of section 188 of theCompanies Act 2013 is provided in form AOC 2 as Annexure B to this Report.

16. Share Capital:

The paid up share capital of the Company stands at Rs.75000000/- (Rupees Sevencrores and fifty lakhs only) consisting of 7500000 equity shares of Rs. 10 each.

17. Risk Management Policy :

The Company has drawn up a Risk Management Policy. The Board constantly reviews thepolicy to ensure that the fluctuation in market price for cotton would not impact theperformance of the company. Also the raining pattern including possibility of any drought/ deluge is studied which would adversely affect the cultivation of cotton. This exerciseis done periodically for drawing up alternative plan to overcome the situation

18. Fixed Deposits :

During the year under report the Company has not invited / accepted / renewed anyfixed deposit from public attracting the provisions of section 73 of the Companies Act2013 read with Companies (Acceptance of Deposits) Rules 2014.

19. Listing with Stock Exchanges :

As per the requirement of listing agreement with Bombay Stock Exchange Limited Mumbaiyour directors hereby declare that with regard to listing of shares there is no change inthe status of discontinuance during the current year. Your Company is making all outefforts to secure the approval of the said Exchange for relisting of the securities and itis expected that it should materialize early.

20. Depository System :

As on 31st March 2021 2546890 equity shares representing 33.96% of total paid upequity share capital of the Company have been in dematerialized.

21. Mechanism for formal Board evaluation :

Every Director is requested to evaluate the effectiveness of the Board and identify theareas of improvement and to evaluate the Board dynamics and inter-personal relationsinflow of information decision making capacity and inclination of each director. TheBoard also constantly evaluates the contribution of the members and shares theinformation. The performance of independent directors is evaluated with reference to theirability to contribute and monitor corporate governance practice effective participationin the long term strategic planning and commitment to their obligation and fiduciaryresponsibilities including participation in Board meetings and committee meetings.

22. Directors Responsibility Statement :

Pursuant to section 134 (5) your Directors state:

(a) That in the preparation of Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) That they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the company for that period;

(c) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) That they had prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls and compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

(f) That they had devised proper systems to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.

23. Corporate Governance :

A report on Corporate Governance is attached to this report as Annexure C.

24.Auditors :

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules madethere under M/s Ganapath Raj & Co Chartered Accountants Bangalore (FirmRegistration No 000846S) who were appointed as Auditors of the Company for a term of 5years from the financial year 2017-18 to till the conclusion of the Annual General Meetingof the financial year 2021-22.

25. Auditors Report:

Explanations or comments by the Board on the qualification reservation or adverseremark or disclaimer made by the auditor are detailed bellow

Ref. to Audit Report Qualification / reservation / adverse remark / disclaimer Explanation / comments by the Board
Basis for qualified opinion (ii) The company has not ascertained from the creditors as to whether they are registered as Micro or Small Enterprise under Micro Small & Medium Enterprises Development Act 2006 and as such the particulars of dues if any accrued to such enterprises is not determined and provided for. Consequential impact on profit for the year and Trade payables as at the yearend is not ascertainable. The Company has large no. of creditors and they are all cotton growing farmers who are not re- quired to register under Micro Small & Medium Enterprises Dev. Act 2006. With regard to other entities action initiated to ascertain the applica- bility of the said Act. However this will not have any impact on the profit for the year and the trade payables
Report on other legal and regulatory requirements (iii) The Company has accounted the Retirement Gratuity on cash basis as against actuarial valuation basis as envisaged in AS-15 notified under Rule 7 of the Companies (Accounts) Rules 2014 an disclosure required under this standard is not disclosed. Consequential impact on the accounts is not ascertainable. Action is being taken to get the actuarial valua- tion done as envisaged in AS-15.

26. Secretarial Audit Report :

The Secretarial Audit Report pursuant to section 204 of the Companies Act 2013 isattached as Annexure D to this Report.

27. Corporate Social Responsibility :

Your Company does not fall under the purview of eligibility criteria as defined underthe provision of section 135 of the Companies Act 2013 and hence the provisions of CSRare not applicable to the Company.

28. Maintenance of Cost records :

Pursuant to section 148(1) of the Companies Act 2013 and Rules made there undermaintenance of cost records has not been prescribed by Central Government hence it is notapplicable.

29. Prevention of Sexual Harassment at Workplace :

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made there under yourCompany has constituted Internal Complaints Committees (ICC) and also states that therewere no complaints reported/filed under the said Act

30. Conservation of energy technology absorption and exchange earnings and outgo : i.Conservation of energy : Statement attached as Annexure E to this report. ii. Technologyabsorption: The activity of the company is agro based and the operation being medium insize the company has not at present made any efforts in technology absorption. iii.Foreign Exchange Earnings and out flow: There is no Foreign Exchange in flow/ out goduring the year under review.

31. Acknowledgements :

The Board of Directors place on record its appreciation of the continued supportprovided by the Bankers stakeholders valued customers suppliers employees at alllevels and the Government and Local Authorities in conducting the Business activities ofthe Company

Date :

On behalf of R K B Agro Industries Limited

Place: Raichur.
S.K. Bhandari V.M.Bhandari
Managing Director Whole-time Director
DIN: 00409750 DIN: 00411146