Bombay Super Hybrid Seeds Ltd Directors Report.

To

The Members

Your directors have pleasure in presenting before you the FIFTH ANNUAL REPORT on the affairs of the Company together with the audited accounts for the period ended on 31stMarch, 2019.

FINANCIAL RESULTS: (2018 - 19)

The financial results for the year ended on 31st March, 2019 are as under :-

(Rs. In Lakhs)

FOR THE YEAR ENDED ON

PARTICULARS

31.03.2019

31.03.2018

Revenue from Operations 7460.45 8440.08
Other Income 48.49 6.95
Total Revenue 7508.94 8447.03
Profit before Depreciation & Interest 473.26 354.49
Financial Charges 95.91 105.34
Depreciation 97.24 68.10
Profit/(Loss) Before Taxation 280.11 181.05
Provision for Current & Deferred Taxation 71.68 63.21
Profit/(Loss) After Taxation 208.42 117.85

DIVIDEND

As your directors wish to plough back profit for future development of company, no dividend is recommended or declared for the year ended on 31st March, 2019.

OPERATION AND PROSPECTS :

The company has achieved the turnover of Rs. 7460.45 lakhs during the year under review. The company has earned profit of Rs 482.86 lakhs before providing for depreciation and interest. The company has earned Profit Rs 208.42 lakhs after providing for depreciation and interest. The prospects for the Companys business are very bright and positive. Management has explained that decrease in turnover of F.Y. 2018-19 is due to reduction in market price of various products in agriculture industry, further, increase in profit is due to addition of various profitable products in product portfolio of your Company.

RESERVES & SURPLUS :

The company has closing balance of Rs. 14,11,93,000/- as reserve and surplus as on Financial Year ended on 31st March,2019 as compare to Rs. 3,37,50,394/- on Financial Year ended on 31st March,2018. Increase in Reserves and Surplus is due to addition of Security Premium i.e. Rs. 8,66,00,000/-, which is generated through Initial Public Offer of 17,32,000 Equity shares with Face value of Rs. 10/- and Premium of Rs.50/-.

CHANGE IN NATURE OF BUSINESS

During the year under consideration, pursuant to the provisions of Section 13, 14, 18 of the Companies Act, 2013 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014. Your company got listed on Emerge Platform of National Stock Exchange of India Limited on 25th April, 2018.

Consequently, the Corporate Identification Number (CIN) of the company was changed From U01132GJ2014PTC080273 to L01132GJ2014PLC080273.

MATERIAL CHANGES BETWEEN DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR

The material change related to listing of securities of your Company during the fiscal 2018-19, are given under the heading ‘Initial Public Offer under separate heading in this Report. Their being no other material changes.

SHARE CAPITAL

During the year Authorised Share Capital of your company is 70,00,000 equity Shares of Rs.10 each i.e. Rs. 7,00,00,000/-.

The Companys paid up equity capital as on 31st March 2019 was Rs.6,55,85,800/- comprising 65,58,580 Equity Shares of Rs. 10/- each. During the year under Report, the Company had made allotment of 17,32,000 Equity shares of Rs. 10/- each at a premium of Rs 50/- per share aggregating Rs.60/- per share through Initial Public Offer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION 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 operation in future.

FIXED DEPOSITS

The company has not invited /accepted any fixed deposits under the provisions of section 73 of the companies Act, 2013 and rules made there under.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount in the Unclaimed Dividend Account of the Company and so there is no need of any such transfer.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL:

During the year under consideration, Mr. Dharmendra Kanabar , Non -Executive Independent Director has resigned from the company due to certain personal reasons, he vacated his office from September 13, 2018.

NUMBER OF MEETING OF THE BOARD:

Director of the Company met at the regular intervals with the gap between 2 meetings not exceeding of 120 days to take view of the companys policies and strategies apart from the Board matters. The notice of the Board meeting are provided to all the directors well in advance to all the director of the company.

Attendance by Director :

Sr. No. Date of Board Meetings Name Of Director Designation No. of Board Meeting
Held Attended
1 03/04/2018 Mr. Arvindkumar Kakadia Managing Director 9 9
2 21/04/2018 Mr. Kiritkumar Kakadia Whole Time Director 9 8
3 24/04/2018 Mr. Jadavjibhai Patel Executive Director 9 9
4 14/05/2018 Mr. Kishorbhai Kakadia Executive Director 9 8
5 30/05/2018 Mr. Hemang Baxi Executive Director 9 8
6 13/09/2018 Mr. Dharmeshbhai Chotai Independent Director 9 8
7 05/11/2018 Mr. Dineshchandra Sakariya Independent Director 9 9
8 08/01/2019 Mrs. Naynaben Kapuriya Independent Director 9 8
9 05/03/2019 Mr. Hardikkumar Patel Independent Director 9 8

GENERAL MEETINGS

During the year under review, the Company did not hold any Extra Ordinary General Meetings.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that :

a) that in preparation of the annual accounts, the applicable accounting standards have been followed;

b) that 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 the end of the financial year 2018-19 and of the profit of the Company for that year;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on going concern basis.

e) the directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Dineshchandra Sakariya, Mrs. Naynaben Kapuriya, Mr. Hardikkumar Patel & Mr. Dharmeshbhai Chotai were appointed as the Independent Directors of the Company on 05th January, 2018 pursuant to the provisions of Section 149(10) of the Act.

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they are following under the criteria of Independence as provided under Section 149(6) of the Act.

The Company has established code for Independent director, Which is disclosed on the website of the Company at http://bombaysuperseeds.com/corporate-governance/

INITIAL PUBLIC OFFER :

During the year your company has got its security listed on Emerge Platform of National Stock Exchange of India Limited, for the said purpose company had filled Red Hearing Prospectus with National Stock Exchange Of India Limited on 3rd April,2018.

The Company has opened its Issue on 12th April,2018 and closed the issue on 17th April,2018. The Company offered 17,32,000 Equity Shares at Rs.60/-.

Further, after taking due approvals from various regulatory authorities, the equity shares of your company had got successful subscribed 9.48 times and got listed on the Emerge-the SME Growth Platform of National Stock Exchange on 25th April,2018.

REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE

The Company had allotted 17,32,000 equity shares of face value of Rs 10/ - each at an issue price of Rs. 60/ - each (including share premium of Rs 50/- each) through Initial Public Offering (IPO) pursuant to Regulation 32(8) of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, we hereby state that there is no deviation(s) or variation(s) in utilizing of public issue proceeds and the fund raised from the above said issue have been fully utilized for the purpose for which they were issued.

The above statement(s) has been placed before the Audit committee on regular interval for review and has been approved by the Audit committee.

AUDIT COMMITTEE:

The Board has Re constituted an Audit Committee pursuant to the provisions of Section 177(1) of the Companies Act, 2013 due to resignation of Mr. Dharmendra Kanabar, Independent Director of the Company . The Composition of the Audit Committee is as under :

Sr.No. Name Designation in company Designation in committee
1. Mr. Dharmesh D. Chotai Independent Director Chairman
2. Mr. Arvindkumar J. Kakadia Managing Director Member
3. Mr. Dineshchandra Sakariya Independent Director Member

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

During the year four meetings of the committee was held on 30 May, 2018 and 05 November,2018

NOMINATION & REMUNERATION COMMITTEE :-

The Board has constituted a "Nomination and Remuneration Committee" pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is as under

Sr.No. Name Designation in company Designation in committee
1. Mr. Dineshchandra D. Sakariya Independent Director Chairman
2. Mrs. Naynaben R. Kapuriya Independent Director Member
3. Mr. Hardikbhai M. Patel Independent Director Member

The recommendations of the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company from time to time.

During the year two meetings of the committee was held on 04 May,2018 and 05 September,2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE :-

The Board had Re constituted a "Stakeholders Relationship Committee" pursuant to the provisions of Section 178 of the Companies Act, 2013 due to resignation of Mr. Dharmendra Kanabar, Independent Director of the Company. The Composition of the stakeholders relationship committee is as under :

Sr.No. Name Designation Designation in committee
1. Mr. Hardik M. Patel Independent Director Chairman
2. Mr. Dineshchandra D. Sakariya Independent Director Member
3. Mr. Dharmesh D. Chotai Independent Director Member

The recommendations of the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company from time to time.

During the year two meetings of the committee was held on 24 April, 2018 and 25 October ,2018.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2019, The Company has neither subsidiary nor Joint Venture Company nor Associate Company.

AUDITORS :

M/S Mukund v. Mehta, Chartered Accountants have conveyed their consent to be Re appointed as statutory auditor of the company for Financial Year 2019-20, along with confirmation that their Re appointment, if approved by shareholders in 5th Annual General Meeting would be within the prescribed limit under the act.

COMMENT ON AUDITORS REPORT :

There was no qualifications, reservations or adverse remarks or disclaimer made by the auditors in their report for financial year 2018-19.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed Mr. Vijay Anadkat & Associates, Practicing Company Secretaries having C.P.No.12051 to undertake the Secretarial Audit of the Company for the F.Y. 2018-19. The Secretarial Audit Report is attached to this report as "Annexure-1". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark. Therefore, it does not call for any further comments.

PARTICULARS OF EMPLOYEES :

None of employee has received remuneration exceeding the limit as stated in rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) CONSERVATION OF ENERGY:

In accordance with the requirements of section 134(3)(3) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors, the particulars with respect to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo are presented here under: (i) the steps taken or impact on conservation of energy : Company has constructed Cold Storage facility having facility of 5000 Matric Ton, The plant is constructed with Combination of our ancient temperature control in addition to modern structures, which results in less electricity consumption and seeds can be stored for long period and viability of the seeds can be extended.

(ii) the capital investment on energy conservation equipment :

Company has implanted solar panel for conservation of Energy. This has resulted in savings in cost by use of alternate source of energy. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and reduce electricity cost incurred in factory to a great extent.

(B) TECHNOLOGY ABSORPTION:

(i) The benefits derived like product improvement, cost reduction, product development or import substitution :

High quality standards helps in maintaining a better image in the market and has helped in improving the marketability of the products. There is a comprehensive quality control to ensure that the Companys products meet international standards.

(i) the expenditure incurred on Research and Development :

Your company is having strong Research & Development activities and has experienced R & D Team. During the year your company has spent approx. Rs. 81.44 lakhs for Research & Development Activities. Further, during the year your company has treasured prestigious recognition to R & D Units of the company by which company can avail custom/central excise duty exemption on the purchase/import of equipment, consumables, instruments and spares there of used for Research & development activities during the period of recognition by The Department of Scientific and Industrial Research (DSIR) of Ministry of Science & Technology, New Delhi.

(C) FOREIGN EXCHANGE EARNING AND OUTGO :

There is a no Foreign Exchange Earnings during the year. However the company has spent worth of Rs. 57.32 (C.I.F) Lacs for purchase of Coriander & Other Seeds from Italy, Bangkok & china. The company has also spent worth Rs. 6.20 towards exhibition charges & traveling in foreign country for Research & Development of seeds.

Sr. No. Particulars

($ & Euro in Lacs )

(Rs. In Lacs)

(A) Foreign Exchange Earnings NIL NIL
(B) Foreign Exchange Out Go NIL NIL
(I) Import of Seeds (In Euro) 1.23 101.75
(II) Import of Seeds (In $) 0.32 22.75

CORPORATE SOCIAL RESPONSIBILITY :

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Apart from this, company has voluntarily done certain social activities which are mentioned in

Annexure :- 2

BUSINESS RISK MANAGEMENT

In todays economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your companys risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and has also planned to manage such risk by adopting best management practices.

ANNUAL EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules.

Pursuant to above mentioned regulations kindly refer Annexure 3 .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of the Company, and to detect and mitigate irregularities and frauds. The Companys management has adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

CORPORATE GOVERNANCE

Since the Companys securities are listed on SME Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, corporate governance does not form part of this Boards Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a strong steps on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2018-19.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at http://bombaysuperseeds.com/corporate-governance/

RELATED PARTY TRANSACTIONS :

During the year your company has entered into certain related party transaction, which were in ordinary course of Business and on arms length basis, Details of the transactions pursuant to compliance of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2 as Annexure 4.

Suitable disclosures as required are provided in AS- 18 which is forming the part of the notes to financial statement.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9 :

Extract of annual return Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-9. is enclosed herewith as annexure :- 5

MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the current Annual Report. annexure :- 6

REPORTING OF FRAUDS :

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

APPRECIATION :

Your directors wish to place on record their appreciation for the continued assistance and cooperation extended to the company by the Registrar of Companies, bankers and shareholders of the company.

Place: KUVADVA FOR AND ON BEHALF OF THE BOARD
Date: 02/09/2019 BOMBAY SUPER HYBRID SEEDS LIMITED
SD/- SD/-
Mr. Arvindkumar J Kakadia Mr. Kiritkumar J Kakadia
Managing Director Whole Time Director
Din: 06893183 Din: 06893686