The office of chairman is held by Mr. Vishal Maheshwari who is an
Independent Director of the Company.
During the year, there has been following constitution of the
committees of the Board in accordance with the requirements of the Companies Act, 2013.
The composition, terms of reference and other details of all Board level committees have
been elaborated in the report.
Since the amount to be spent as a CSR Expenditure is less than
Rs.50.00 Lacs, as per provisions Sub-Section(9) of Section 135 of the Companies Act, 2013
(stated hereunder), Committee formation is not mandatory for our company. Hence, the
erstwhile CSR committee had been dissolved on 04.02.2021, presently there is no CSR
Committee, all the required functions are discharged by the Board of Directors.
During the year, there were three Committees of the Board, they are
as follows:
The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman-Non
Executive Independent Director), Mr. Subodh Agarwal (Member-Executive Director), Mr.
Niranjan Swaroop Goel (Member- Independent Director). All the recommendations made by
audit committee were accepted by Board.
Note: The Company Secretary of the Company acts as the Secretary to the
Committee.
Remuneration policy of the Company aims at recommending and reviewing
the remuneration to Managing Director, Non-executive Directors, Executive Directors and
Key Managerial Personnel of the Company based on evaluation criteria such as industry
benchmarks, companys annual performance & its strategy, expertise, talent and
meritocracy.
Directors express their satisfaction with the evaluation process.
*Particulars pursuant to the provisions of Section 197(2) of the
companies Act, 2013 Read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is enclosed as Annexure-4
- Terms of Reference
The terms of reference of this Committee are wide enough covering the
matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.
- Composition, Name of Members and Chairperson
Name |
Designation |
No. of Meetings Attended |
Mr. Vishal Maheshwari (Ind.
Director) |
Chairman |
01 |
Mr. Subodh Agarwal |
Member |
01 |
Mr. Niranjan Swaroop Goel (In.
Director) |
Member |
01 |
The meeting of the Committee was held on 30.04.2022 which was attended
by above stated members.
- The Company Secretary of the Company acts as the Secretary to the Committee.
- There was no complaint received from the shareholders during the period under review as
per the report provided by the Registrar and Transfer Agent, hence there are no pending
Complaints.
- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
i. Terms of Reference
The terms of reference of this Committee are wide enough covering the
matters specified under the Companies Act, 2013 and its rules i.e. The Companies
(Corporate Social Responsibility Policy) Rules, 2014.
Since the amount to be spent as a CSR Expenditure is less than Rs.50.00
Lacs, as per provisions Sub-Section(9) of Section 135 of the Companies Act, 2013 (stated
hereunder), Committee formation is not mandatory for our company. Hence, there is no CSR
Committee, all the required functions are discharged by the Board of Directors.
Inserted by the Companies (Amendment) Act, 2020. Notification
dated 28th September, 2020 Amendment Effective from 22nd January 2021
[(9) Where the amount to be spent by a company under
sub-section (5) does not exceed fifty lakh rupees, the requirement under sub- section (1)
for constitution of the Corporate Social Responsibility Committee shall not be applicable
and the functions of such Committee provided under this section shall, in such cases, be
discharged by the Board of Directors of such company.]
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans and Investments covered under provision of section 186
of the Companies Act, 2013 are stated in the notes of financial statements.
RELATED PARTY TRANSACTION
All Related Party Transactions (RPT) that were entered into during the
financial year, if any, were on an arms length basis and in the ordinary course of
business and do not have potential conflicts with the Company.
Information on transactions with related parties pursuant to section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given
in Annexure-2 in Form AOC- 2 and the same forms part of this report.
SUBSIDIARY
There are two subsidiaries of Raghuvansh Agrofarms Limited:
- Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)
Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is an unlisted
subsidiary of the Raghuvansh Agrofarms Limited which holds 51.00% of the total equity
share capital of the SFCPL. SFCPL is primarily engaged in cultivation of fruits.
Sanjeevani has orchards of Pomegranate, Guava and Banana etc. The Orchards of SFCPL span
across 1.888 hectares of farm land located at Village Gaur Pathak, Tehsil Pokhrayan,
District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned by SFCPL. The gross
revenue of the company stood at Rs.97,14,299/- (previous year Rs. 2,01,82,908/-). Profit
after Tax stood Rs.48,81,447/- (Previous year Rs.39,79,912/-).
- Kanpur Organics Private Limited (KOPL)
Kanpur Organics Private Limited is an unlisted subsidiary of the
Raghuvansh Agrofarms Limited as it holds 94.78% of total equity Shares of the Kanpur
Organics Private Limited. KOPL is primarily engaged in the production of Organic Manure.
The gross revenue of the company stood at Rs.4,34,02,603/-[Previous year
Rs.11,17,05,360/-]. Profit after Tax Rs.61,72,181/- (Previous year Rs.90,41,104/-).
The details of financial performance of Subsidiaries are furnished in
Annexure-3 and attached to this report.
RISK MANAGEMENT
Adverse weather conditions, future climate changes, increases in labor,
personnel and benefit costs, Global Pandemic may adversely affect our business operations,
as well as our operating results.
To mitigate such risk the management is always vigilant to overcome the
aforesaid problem by applying appropriate technology, employing deserving executives,
proper reporting and recording of data, timely evaluation and best decisions making.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Neeraj Agarwal, Non-Executive Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible has offered
himself for reappointment, apart from him, there is one Managing Director and two
Directors are Non-Executive (Including Two Independent Directors) and one Executive
Director.
On 09.06.2023 Ms. Muskan had resigned from the Post of Chief Financial
Officer of the Company and on the same day Mr. Ashish Verma was appointed as a Chief
Financial Officer of the Company.
Except as above there was no change has taken place in the position of
Directors and KMPs held by them in the Financial Year 2022-23.
It is to be further intimated that Mr. Vishal Maheshwari, Independent
Director of the company, was re-appointed as an Independent Director of the Company in
duly convened Annual General Meeting held for the Financial Year 2017-18 for a term of
five years, which is going to expire from the day of the conclusion of this AGM.
Therefore, he would cease to be Independent Director of the Company from the closing hours
of the day of the conclusion of this Annual General Meeting.
Further, on the recommendation of the Nomination of Remuneration
Committee, Board of Directors of the company proposed the name of Mr. Anand Kumar Mishra
bearing DIN: 10287469, to the shareholders for their approval for his appointment as an
independent Director for a period of 05 years, in this Annual General Meeting.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the Year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
PUBLIC DEPOSITS
As on March 31, 2023, there are no public deposits. There are no
deposits that remain unclaimed. The company has not renewed/ accepted fixed deposits and
therefore, there is no information required to be furnished in respect of outstanding
deposits.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Based on the confirmation / disclosures received from the Directors and
on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and
Section 149(6) of the Companies Act, 2013 :-
- Mr. Vishal Maheshwari
- Mr. Niranjan Swaroop Goel
And pursuant to the Companies (Appointment And Qualification of
Directors) Rules, 2019 all the Independent Directors of the Company have registered
themselves with Independent Directors Data Bank.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Listing
Regulations along with other rules and regulations applicable, if any, a separate exercise
was carried out to evaluate the performance of individual Directors including the Chairman
of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment and safeguarding the interest of the Company etc.
The performance evaluation of the Independent Directors was carried out by the entire
Board.
The performance evaluation of the Non-Independent Directors was carried
out by the Independent Directors. The Directors expressed their satisfaction with the
evaluation process.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters is as per the provisions of the of the
Companies Act 2013 and applicable regulations of SEBI(LODR) Regulations 2015.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy to establish a vigil
mechanism for Directors and employees of the Company to report concerns about unethical
behavior, actual or suspected fraud or violation of the companys code of conduct or
ethics policy. The Whistle Blower Policy is available on the website of the Company.
PARTICULARS OF EMPLOYEES
The particulars as required to Section 197 read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in this report as an Annexure-
4 and none of the employee is drawing remuneration of Rs.8,50,000/- or
more per month if employed for a part of the year or Rs.1,02,00,000/- if employed
throughout the period.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee of the
Board had formulated and recommended to the Board a CSR Policy indicating CSR Activities
which could be undertaken by the Company. Board had adopted the same and continuing it.
The Company has identified focus areas for CSR Initiatives which
includes:
1. Eradicating hunger, poverty and malnutrition
During the year under review, your company deployed more than 2% of its
average net profits (computed as per the relevant provisions of the Companies Act, 2013)
of the Preceding years on CSR Projects, fully utilizing the required amount.
The CSR Report on activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-5 to this
report.
AUDITORS REPORT
The Notes on financial statement referred to in the Auditors
Report are self-explanatory and do not call for any further comments. The Auditors
Report which is annexed hereto and forms part of the Annual Report does not contain any
qualification, reservation or adverse remark.
STATUTORY AUDITORS
M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) has been appointed
as Statutory Auditors of the Company for a period of five years from the conclusion of
22nd Annual General Meeting held on 08.09.2018 till the conclusion of 27th Annual General
Meeting.
Board of Directors has proposed the shareholders in this Annual General
Meeting for the reappointment of M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C),
Chartered Accountants for a period of 05 years till 32nd Annual General Meeting.
CORPORATE GOVERNANCE
As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements)
Regulations, 2015
"15(2) : The compliance with the corporate governance
provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule
V shall not apply, in respect of –
15(2)(b): the listed entity which has listed its specified securities
on the SME Exchange:
Provided that for other listed entities which are not companies, but
body corporate or are subject to regulations under other statues, the provisions of
corporate governance provisions as specified in regulation 17,17A, 18, 19, 20,21,22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 and
para C , D and E of Schedule V shall apply to the extent that it does not violate their
respective statutes and guidelines or directives issued by the relevant authorities.
Hence, your company is exempted to comply with aforesaid provisions
of the SEBI (LODR) Regulation, 2015
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL ACT, 2013
There were no complaints received during the financial year 2022-23 and
hence no complaint is outstanding as on 31.03.2023 for redressal. Further Company ensures
that there is a healthy and safe atmosphere for every women employee at the workplace and
made the necessary policies for safe and secure environment for women employee.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Regulation 33 of the SEBI (LODR) Regulations, 2015 the
Consolidated Audited Financial
Statements and Consolidated Cash Flow Statement for the year ended on
March 31, 2023 are provided in the Annual Report.
A statement containing the salient features of the financial statements
of each of the subsidiaries in the prescribed Form AOC-1 are annexed (Annexure-3).
MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR
No such change or events occurred which effects the Financial Position
of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review, there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and companys operations in future.
BUSINESS RESPONSIBILITY REPORT
The Board of Directors of the Company hereby confirms that, according
to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India
(Listing Obligation and Disclosure Requirement) Regulation 2015, report known as Business
Responsibility Report (BRR) is not mandatorily applicable to our company, hence not
annexed with Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company had ventured into the field of renewable energy. The
Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli
Farms. The said plant has been operational for a period of more than 5 years. Apart from
that, the Company has commissioned 1000 M3 capacity Bio Gas Plant for Power Generation at
the factory premises of its subsidiary, Sanjeevani Fertilizers and Chemicals Private
Limited and has entered into Memorandum of Understanding.
There was no foreign exchange inflow or Outflow during the year under
review.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
- In the preparation of the annual accounts for financial year ended on March 31, 2023,
the applicable accounting standards have been followed.
- The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at March 31, 2023 and of the profit of the
Company for the year ended on that date.
- The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
- The Directors have prepared the annual accounts for financial year ended on March 31,
2023 on a ‘going concern basis.
- The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
- The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
OTHER DETAILS
The company has adopted number of codes and policies to comply with the
provisions of various applicable rules, regulations and act and uploaded the same on the
website of the company if required by the concerned law.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institution.
ACKNOWLEDGEMENT
We thank our customers, business associates, bankers, government
authorities and other stakeholders for their continued support during the year.
We wish to convey our deep appreciation to the suppliers/vendors for
their valuable support. We also place on record our sincere appreciation for the
enthusiasm and commitment of Companys employees for the growth of the Company and
look forward to their continued involvement and support.
+91-9892691696
