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Super Crop Safe Ltd.

BSE: 530883 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE366G01022
BSE 00:00 | 02 Jul 9.40 -0.19
(-1.98%)
OPEN

9.68

HIGH

9.70

LOW

9.18

NSE 05:30 | 01 Jan Super Crop Safe Ltd
OPEN 9.68
PREVIOUS CLOSE 9.59
VOLUME 122545
52-Week high 24.75
52-Week low 7.25
P/E 8.62
Mkt Cap.(Rs cr) 38
Buy Price 9.18
Buy Qty 200.00
Sell Price 9.34
Sell Qty 9.00
OPEN 9.68
CLOSE 9.59
VOLUME 122545
52-Week high 24.75
52-Week low 7.25
P/E 8.62
Mkt Cap.(Rs cr) 38
Buy Price 9.18
Buy Qty 200.00
Sell Price 9.34
Sell Qty 9.00

Super Crop Safe Ltd. (SUPERCROPSAFE) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 32nd Annual Report together with the auditedaccounts of the company for the year ended on 31st March 2019. The summarized financialresults for the year ended 31st March 2019 are as under:

FINANCIAL RESULTS
(Amount Rs. In Lakhs)
Particulars Financial Financial
Year 2018-19 Year 2017-18
Profit / (Loss) before 722.65 635.54
Depreciation
Less: Depreciation 83.81 75.64
Profit / (Loss) before 638.84 559.90
Taxation
Less: Deferred Tax (6.67) 0.85
Less: Current Tax (87.59) (67.07)
Net Profit / (Loss) after Depreciation & Tax 544.58 493.69
General Reserve 1271.01 771.01

OPERATIONS

During the year under report the company continued to reach the new heights profitdespite of decline in sales. Sales of the company have decreased to Rs. 6441.99Lakh(Previous Year Rs. 7010.82 Lakh) which shows encouraging growth in total revenue andspeaks about the efficient working of the company.

Revenues

Total Income from Operations decreased by Rs. 539.67 lakh from Rs. 7014.49 lakh to Rs.6474.82 lakh in FY 2018-19 decreased by 7.69% (In Accordance with the Indian AccountingStandards - 18 on revenue and Schedule III of the Companies Act 2013 unlike exciseduties levies like GST VAT etc. are not part of the Revenue. Accordingly the figures arenot strictly relatable previous year figures.).

Profits

Earnings before Depreciation Interest and Taxes (EBDIT) has increased by Rs. 103.31from Rs. 757.99 to Rs. 861.30 in FY 2018-19 increased by 13.63%.

Profit before Tax (PBT) increase by Rs. 78.94 Lakh from Rs. 559.90 Lakh to Rs. 638.84Lakh in FY 2018-19 increased by 14.10%.

Profitafter Tax (PAT) increase by Rs. 50.90 lakh from Rs. 493.69 Lakh to Rs. 544.58Lakh in FY 2018-19 increased by 10.31%.

Members are aware that changes were introduced by your Directors in marketing strategya few years back and since then performance of the Company is improving which haveresulted in strengthening the financial position of the Company. The encouraging resultsare before you. Your Company has done very well even during the depression in the countryand overseas market.

DIVIDEND

With a view to plough back the profits for better working of the company yourDirectors do not recommend any Dividend for the year. This will also result in strongcapital base of the Company.

TRANSFER TO RESERVES

The company has transferred Rs. 500.00 Lakh from Profit & Loss Account to GeneralReserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies Act 2013(“The Act”) readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules2016 (“The Rules”) all unpaid or unclaimed dividends are requiredto be transferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government after completion of seven years. Further accordingto the Rules the shares in respect of which dividend has not been paid or claimed by theMembers for seven consecutive years or more shall also be transferred to the demat accountcreated by the IEPF Authority.

In the interest of the shareholders the Company sends periodical reminders to theshareholders to claim their dividends in order to avoid transfer of dividends/shares toIEPF Authority. The Company had also advertised in the newspapers seeking action from theMembers who have not claimed their dividends for seven consecutive years or more.Accordingly the Company has transferred such unpaid or unclaimed dividends andcorresponding shares up to the Dividend for the Financial Year ended 31 March 2012.

In light of the aforesaid provisions the Company has during the year under reviewtransferred to IEPF the unclaimed dividends outstanding for 7 consecutive years of theCompany Further shares of the Company in respect of which dividend has not been claimedfor 7 consecutive years or more from the date of transfer to unpaid dividend account havealso been transferred to the demat account of IEPF Authority.

The details of unclaimed dividends and shares transferred to IEPF during FY 2019 are asfollows:

Financial year Amount of unclaimed dividend transferred Number of shares transferred
(In Rs. lakh)
2012 1.85 Lakh 124652
TOTAL 1.85 Lakh 124652

Members/claimants whose shares unclaimed dividend have been transferred to the IEPFDemat Account or the Fund as the case may be may claim the shares or apply for refund bymaking an application to the IEPF Authority in Form IEPF-5 (available onhttp://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority fromtime to time. The

Member/claimant can file only one consolidated claim in a Financial Year as per theIEPF Rules.

The Company will be transferring the Final Dividend and corresponding shares for theFinancial Year ended 31 March 2012 on or before 29 October 2019. Members are requested toensure that they claim the dividends and shares referred above before they aretransferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF areprovided in the Report on Corporate Governance.

Details of shares/shareholders in respect of which dividend has not been claimed areprovided on our website at www.supercropsafe.com The shareholders are therefore encouragedto verify their records and claim their dividends of all the earlier seven years if notclaimed.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business during the financial year2018-19.

DEPOSITS

The Company has not accepted any Deposits within the meaning of section 73 and 74 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014 during the year underreview hence it is not required to comply with the requirement under the Companies(Accounts) Rules 2014.

CHANGE IN SHARE CAPITAL

During the year 2018-19 the Company has issued 280000

Equity Shares and 690000 Convertible Warrants in the month of June 2018 onPreferential basis to promoter and non-promoter group shareholders.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS

The company has not issued any equity shares with differential voting rights during theFinancial year and it is therefore not required to make disclosures specified in Rule 4(4) of Companies (Share Capital and Debenture) Rules 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The company has not issued any Sweat Equity Shares during the financial year and it istherefore not required to make disclosures specified in Rule 8 (13) of Companies (Share

Capital and Debenture) Rules 2014.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION

The company has not issued any shares under Employee Stock Option Scheme during thefinancial year and it is therefore not required to make disclosures specifiedin Rule 12(9) of Companies (Share Capital and Debenture) Rules2014.

EXTRACT OF ANNUAL RETURN

The Extract of Annual return in form no MGT – 9 pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2019 is annexed herewith as Annexure– I to this report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

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

During the year under review Seven Board Meetings were held on 17th April 2018 30thMay 2018 15th June 2018 08th August 2018 13th November 2018 31st December 2018and 12th February 2019 respectively and one Independent Directors' meeting was held on12th February 2019 and Four Audit Committee Meetings were convened on 30th May 201808th August 2018 13th November 2018 and 12th February 2019 respectively. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENT

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer to Note tothe financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to provision of Section 188 of the Companies Act2013 all the related partytransactions entered into during the financial year under review were in ordinary courseof business and on an arm's length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Accordingly information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and approval on a quarterly basis.

Your attention is drawn to the Related Party disclosures set out in Note no 33 of theNotes forming of the Account.

ISO AND OTHER CERTIFICATION

The Company's manufacturing facilities at Himatpura (Bilodra) Ta. Mansa Dist:Gandhinagar continue to be certified to the latest version of ISO 9001:2015 ISO14001:2015 HACCP and GMP by leading International Certification Company. The Company isalso holding valid FSSAI Organic Certificate and GPCB consents from Governmentauthorities. These certifications indicate our commitment in meeting in a sustainablemanner Global Quality Environment Health and Safety Standards.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement highlighting details of the conservation of energy technology absorptionand foreign exchange earnings and outgo in accordance with section 134(3)(m) of the Actread with the Companies (Accounts) Rules 2014 is annexed hereto as Annexure –II.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of financial year and date of report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review Company does not have any subsidiary company and none ofthe companies has become or ceased to be Company's subsidiaries joint ventures orassociate companies.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review none of the companies have become or ceased to beCompany's subsidiaries joint ventures or associate companies therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is not require to be given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one-third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for reappointment at every AGM.

The brief resume of the Directors being appointed/reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships Committee Memberships/ Chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Nitinkumar Ishwarbhai Patel Managing Director
Mr. Ishwarbhai Baldevdas Patel Chairman and Whole Time Director
Mr. Ambalal Baldevdas Patel Executive Director
Mr. Ishwarbhai Baldevdas Patel CEO
Mr. Nitinkumar Ishwarbhai Patel CFO
Ms. Hiral M Patel Company Secretary

During the year under review there was no change (appointment or cessation) in theoffice of any KMP.

Declaration by Independent Director

As per the requirements of the Companies Act 2013 the company being a listed companyrequire to appoint independent Directors. Therefore requirement for obtaining Declarationby the Independent Directors pursuant to section 149 (6) Companies Act 2013 is applicableto the Company.

List of the Independent directors:

1) Mr. Radhakrishna Naraparaju

2) Mr. Piyushkumar Krishnaprasad Patel

3) Ms. Kalpanaben Jigneshbhai Pandya

The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub section (6) and Regulation 16 (b) of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with section 134(5) of theCompanies Act 2013 the Board of Directors states that:

1) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2) such accounting policies have been selected and applied consistently and judgementand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit for theyear ended on that date.

3) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual financial statements have been prepared on a going concern basis;

5) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

6) Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

INDUSTRIAL RELATIONS

Our employees are the most valuable assets of the Company. We encourage innovationmeritocracy and the pursuit of excellence. The human resource development function of theCompany is guided by a spirit of corporate team building and dedication towardsstrengthening the Company's systems thereby improving efficiencies and registering growth.All personnel continue to have a healthy cordial and harmonious approach in problemsolving and enhancing Company value at all levels. Despite uncertain economic conditionsthe enthusiasm and unstinting efforts of the employees have enabled the Company tomaintain leadership in its business areas. The relationship with the workmen and staffremained cordial and harmonious during the year and the management received fullcooperation from the employees.

During the year extensive training and developmental activities were undertaken bothin-house and out(Bound for the employees. Various efficiency and quality improvementinitiatives including some functional and behavioural training programs were undertaken.The total number of employees as on 31st March 2019 was 90.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 readwith and Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.

MANAGERIAL REMUNERATION

The Company believes its employees are its biggest assets and aligns its compensationand benefits towards rewarding employees in line with its Rewards policy. The Companyfocuses on being market aligned as well as differentiate basis performance to drive a highperformance culture.

The Company believes that by means of the variable pay plan the Company is able to linka portion of compensation to the individual and business performance which creates astrong positive reinforcement. It also ensures that the employees of the Company arerewarded only when the shareholders' goals are met. The Company's variable pay plantherefore links the variable pay to both – individual performance and businessresults such as sales growth and operating profits.

The company believes in balancing the competitiveness of pay as well as sustainabilityof the associated costs for the organization. The salary increases for this year wereaimed at maintaining the pay competitiveness with market as well as performance of theCompany.

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is attached herewith as Annexure – III.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in Future.

INSURANCE

The Company has taken adequate insurance to cover the risks to its people plants andmachineries buildings and other assets.

RISK MANAGEMENT POLICY

The Company has taken sufficient insurance for the properties against risks of firestrike riot and earthquake. All the Assets of the company including InventoriesBuildings and Machinery are adequately insured.

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

ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried 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. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors 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 Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Individual Directors

1) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like preparedness participation value addition focus on governanceand communication. The Board was of the unanimous view that each independent director wasbrought his / her rich experience to the deliberations of the Board. The Board alsoappreciated the contribution made by all the independent directors in guiding themanagement in achieving higher growth and concluded that continuance of each independentdirector on the Board will be in the interest of the Company.

2) Non-Independent Directors: The performance of each of the non-independentdirectors (including the Chairman) was evaluated by the Independent Directors at theirseparate meeting. Further their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included transparencybusiness leadership people leadership focus on governance communication preparednessparticipation and value addition. The Independent Directors and the Board were of theunanimous view that each of the non independent directors was providing good business andpeople leadership.

CORPORATE SOCIAL RESPONSIBILITY

Under Section 135 of the Companies Act 2013 the provision of Section 135 (1) isapplicable to the company about formation of Corporate Social Responsibility Committeefor the financial year 2018-19.

During the year under review as per Section 135 (1) of the Companies Act 2013Company constituted a CSR Committee. The Committee looks after implementation andmonitoring of the CSR policy are in compliance with CSR objectives and CSR policy of theCompany.

The Committee comprises of Mr. Nitin I Patel as the Chairman Mr. Ishwarbhai B Pateland Ms. Kalpanaben J Pandya as the other two members. During the Financial Year 2018-2019the Committee met for two times on 30th May 2018 and 12th February 2019 and the same wasattended by all the members of the Committee.

The committee finalized a policy for the purpose of activities to be carried out forCSR and decided to explore the proper channel through which the activities can be carriedout and necessary amount could be spent. During the year the company is require to spentRs. 6.81 Lakh towards CSR. Company has finalized 1.38 Lakh. However the company could notfinalize the proper NGO/Trusts/Authorities for spending CSR Amount of Rs. 5.43 Lakh duringthe year.

The Annual Report on our CSR Activities is appended as Annexure -IV to the BoardReport.

AUDIT COMMITTEE

The Company has constituted the audit committee as per requirement of section 177 ofthe Companies Act 2013 read with rule (6) of the Companies (Meetings of Board and itsPowers) Rules2014 and Regulation 18 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 being a Listed company.

During the year under review the board has accepted all recommendations of auditcommittee and accordingly no disclosure is required to be made in respect ofnon-acceptance of any recommendation of the audit committee by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders Relationship Committee as per requirementof Section 178(5) of the Act and Regulations 20 of the Listing Regulations being a listedcompany. The Committee comprises of Ms. Kalpanaben J Pandya as the Chairperson anIndependent Director Mr. Ishwarbhai B Patel and Mr. Nitin I Patel as the other twomembers.

The Committee inter alia looks into redressing the grievances of the Security holdersof the Company viz. non-receipt of transferred shares and non- receipt of dividend amongothers. During the Financial Year 2018-2019 the Committee met for four times on 30th May2018 08th August 2018 13th November 2018 and 12th February 2019 and the same wasattended by all the members of the Committee.

VIGIL MECHANISM

As per provisions of section 177(9) of the Act read with regulation 22(1) of ListingRegulations the Company is required to establish an effective vigil mechanism fordirectors and employees to report genuine concerns. The Company has a policy forprevention detection and investigation of frauds and protection of whistleblowers(“Whistleblower Policy”) in place. Detailed policy for Whistle blower isavailable at www. supercropsafe.com.

NOMINATION AND REMUNERATION COMMITTEE

The company has constituted Nomination and Remuneration Committee pursuant to section178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board andits Powers) Rules 2014 being a listed company. The Committee comprises of all independentdirectors Ms. Kalpanaben J Pandya as the Chairperson Mr. Piyush K Patel and Mr. N. R.Krishna as the other two members.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. During the year under review there are One meeting of the Committee Membersheld on 07th August 2018.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has put in place governance practices as prevalent globally. The CorporateGovernance Report and the Auditor's Certificate regarding compliance of conditions ofCorporate Governance are made part of the Annual Report.

ENVIRONMENTAL HEALTH SAFETY AND PROTECTION

The Company gives highest importance to Health Safety and Environment and encouragesand promotes safety awareness in true letter and spirit as an integral part of its workculture.

Process Safety Management is an integral part of all changes taking place in theprocess. Onsite emergency plans have been reviewed and updated by all divisions. Periodicmock drills are conducted at various divisions and reports indicate improved preparednessof employees.

To further strengthen the safety of overall operations and to promote a positive safetyculture and transparency your Company has introduced site specific Behavioural BasedSafety process at all its manufacturing locations and substantially invested for theimprovement of process safety.

Apart from employees the contractors and workmen are also given exhaustive training onsafety first-aid and fire-fighting.

A green belt in and around the factory premises has been maintained to enhanceeco-friendliness.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. During the year no complaint with allegations of sexual harassment was received bythe Company and hence no complaints remain pending as of 31 March 2019.

STATUTORY AUDITORS

At the Annual General Meeting held on September 25 2017 M/s. Naresh J. Patel &Co. Chartered Accountants (Firm Registration No. 123227W) were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in financial year 2021-22 (35thAGM).Intermsofthefirstproviso to Section 139 ofthe Companies Act 2013 the appointment of the auditors shall be placed for ratificationat every Annual General Meeting. Accordingly appointment of M/s Naresh J. Patel & Co.Chartered Accountants as Statutory Auditor of the Company is placed for ratification bythe shareholders” ncial reporting. The The Auditor's Report for fiscal 2019 does notcontain any qualification reservation or adverse remark.

AUDITORS REPORT

The observations made by the auditors in their report read with the relevant notes asgiven in the notes to the financial statements for the year ended 31st March 2019 areself-explanatory and are devoid of any reservation qualification or adverse remarks.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section204oftheCompanies audit findings adequacy of Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s SPANJ & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as “Annexure -V”.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 is not applicable to the company for the yearunder review.

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has established and maintained adequate internal control framework in linewith the Internal Financial Controls (“IFC”) requirement within the meaning ofthe explanation to Section 134(5)(e) of the Companies Act 2013 including financialcontrols based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India (ICAI).

The Company has documented procedures covering all financial and operating functions.These controls have been designed to provide a reasonable assurance with regard tomaintaining of proper accounting controls monitoring of operations protecting assetsfrom unauthorised use or losses compliances with regulations and for ensuring Company hascontinued reliabilityof its efforts to align all its processes and controls with globalbest practices in these areas as well.

The scope and authority of the Internal Audit (IA) function is defined in the InternalAudit Charter. To maintain its objectivity and independence the Internal Auditor placesInternal Audit reports before the Board of Directors. The Internal Auditor monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company.

Audit Committee of the Board of Directors regularly reviews the audit planssignificant controls compliance with accounting standards as well as reason for changesin accounting policies and practices if any. Based on the report of Internal Auditorprocess owners undertake corrective action in their respective

Audit areas and thereby strengthen the controls. Significant observations andcorrective actions thereon are presented before the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

INFORMATION ON COMPANY'S SHARE PERFORMANCE

The market capitalisation of the Company has decreased by 20.47 % (Rs. 93.48 Cr)against March 31 2018 (Rs. 117.54 Cr).

EPS as on March 31 2019 stands at Rs. 1.38 against Rs. 1.28 as on closing date of lastFinancial Year. The PE ration as on March 31 2019 stands at 17.14 against 23.40 as onclosing date of last Financial Year.

ACKNOWLEDGEMENT

Your directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the company. We also thank our customers vendors dealers investors andbusiness partners for their continued support during the year which made the Company growsuccessfully. We also place on record our appreciation of the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity co-operation and support.

ForSUPER CROP SAFE LIMITED
Date: 13/08/2019
ISHWARBHAI B. PATEL NITINKUMAR I. PATEL
Chairman Managing Director
[DIN: 00206389] [DIN: 00206561]