To CIN: L17100KA1979PLC003492
The Members
R K B Agro Industries Limited
Your directors are pleased to present the annual report along with the audited
financial 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 of
this 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 companys revenue from operations was Rs.419,663,134/- as against
previous years figure of Rs.28,31,86,923/- Taking into account of other income the total
revenue has aggregated to Rs. 421,178,077/- as against Rs. 284,896,976/- during the
previous year. After providing for depreciation, financial cost and tax expenses the
operation has resulted in a net profit of Rs. 21.97 Lacks as against the previous year
profit of Rs. 10.08 Lacks.
Due to favorable market conditions the company posted increased net profit for the year
2020-21 as compared to previous year.
3 . Dividend :
With a view to conserve the resources, your Directors have not recommended any dividend
for the year 2020-21.
4 . Reserves:
The Board does not propose to carry any amount to any reserves the entire net profit is
proposed 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 good
compare to previous year from Rs. 28,31,86,923/-.to Rs. 419,663,134/- It was expected
that, given a favorable weather conditions conducive for cultivation of cotton and with
upward demand for cotton, your company would be able to achieve increased turnover and the
profitability.
6. Extract of the Annual Return :
The extract of annual return in for MGT-9 as required under the provisions of Section
92 (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 the
ensuing 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 by
them 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 30.04.20290,
31.07.2020, 18.08.2020, 27.10.2020, 05.11.2020 & 25-01-2021 the intervening gap
between any two meetings was within the period prescribed in section 173 of the Companies
Act, 2013.
B. Key Managerial Personnel :
As required under section 203 of the Companies Act, 2013, apart from the Managing
Director 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 Bandari
Independent Directors have furnished declaration to the effect that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the Companies Act,
2013.
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, the
genuine concerns expressed by the employees, stakeholders and other Directors. The Company
has also provided adequate safeguards against victimization of employees and Directors who
express their concerns. The Company has also provided direct access to the Chairman of the
Audit Committee on reporting issues concerning the interests of co employees and the
Company.
9 . Adequacy of internal financial controls with reference to the Financial
Statements:
The internal financial controls are adequate to ensure that the financial statements
are 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 Internal
Auditor 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 are
independent directors. The Audit Committee and Nomination and Remuneration have been
constituted amongst them however ensuring compliance with the provisions of the Act.
The Company has drawn up the remuneration policy considering the various parameters
prevalent in Raichur district, one of the backward districts in Karnataka State. Further
the remuneration fixed for the Managing Director and the Whole-time Director, the core
promoters of the company is meager and so also the remuneration offered to other Key
Managerial Personnel.
11. Managerial Remuneration
1) The ratio of the remuneration of Managing Director and the Whole-time Director to
the median remuneration of the employees of the Company is1:3. None of the Directors are
paid 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 financial
year 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 parameters
and in view of the fact that there is no increase in the remuneration to CFO and Company
Secretary. and accordingly information under Rule 5 (viii) of Companies (Appointment and
Remuneration Personnel) Rules, 2014 is not furnished. The remuneration paid to KMPs is as
per 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 firms,
viz., Kushal Enterprises, Bhandari Distributors (P) Ltd, Mukan Marketing (P) Ltd, RKB
Foundation
14. Particulars of Loans, Guarantees or Investments:
The Company has, during the year not given any loan, provided any guarantee and made
any 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 the
Companies 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.7,50,00,000/- (Rupees Seven
crores and fifty lakhs only) consisting of 75,00,000 equity shares of Rs. 10 each.
17. Risk Management Policy :
The Company has drawn up a Risk Management Policy. The Board constantly reviews the
policy to ensure that the fluctuation in market price for cotton would not impact the
performance of the company. Also the raining pattern including possibility of any drought
/ deluge is studied which would adversely affect the cultivation of cotton. This exercise
is 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 any
fixed deposit from public attracting the provisions of section 73 of the Companies Act,
2013, 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, Mumbai
your directors hereby declare that with regard to listing of shares there is no change in
the status of discontinuance during the current year. Your Company is making all out
efforts to secure the approval of the said Exchange for relisting of the securities and it
is expected that it should materialize early.
20. Depository System :
As on 31st March 2021, 25,46,890 equity shares representing 33.96% of total paid up
equity 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 the
areas of improvement and to evaluate the Board dynamics and inter-personal relations,
inflow of information, decision making capacity and inclination of each director. The
Board also constantly evaluates the contribution of the members and shares the
information. The performance of independent directors is evaluated with reference to their
ability to contribute and monitor corporate governance practice, effective participation
in the long term strategic planning and commitment to their obligation and fiduciary
responsibilities, 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 had
been followed along, with proper explanation relating to material departures;
(b) That they had 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 the end of the financial year and of the
profit or loss of the company for that period;
(c) That they had 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;
(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 provision
of 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 all
applicable 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 made
there under, M/s Ganapath Raj & Co, Chartered Accountants, Bangalore (Firm
Registration No 000846S) who were appointed as Auditors of the Company for a term of 5
years from the financial year 2017-18 to till the conclusion of the Annual General Meeting
of the financial year 2021-22.
25. Auditors Report:
Explanations or comments by the Board on the qualification, reservation or adverse
remark 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 is
attached as Annexure D to this Report.
27. Corporate Social Responsibility :
Your Company does not fall under the purview of eligibility criteria as defined under
the provision of section 135 of the Companies Act, 2013 and hence the provisions of CSR
are not applicable to the Company.
28. Maintenance of Cost records :
Pursuant to section 148(1) of the Companies Act, 2013 and Rules made there under,
maintenance of cost records has not been prescribed by Central Government hence it is not
applicable.
29. Prevention of Sexual Harassment at Workplace :
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made there under, your
Company has constituted Internal Complaints Committees (ICC) and also states that there
were 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. Technology
absorption: The activity of the company is agro based and the operation being medium in
size 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 go
during the year under review.
31. Acknowledgements :
The Board of Directors place on record its appreciation of the continued support
provided by the Bankers, stakeholders, valued customers, suppliers, employees at all
levels and the Government and Local Authorities in conducting the Business activities of
the 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 |
+91-9892691696
