Camson Bio Technologies Ltd Directors Report.

Your Directors take immense pleasure in presenting their 25th Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended 31st March, 2019.

Financial Results:

(Amount in Lakhs)
Particulars FY2019 FY2018
Net Sales 497.62 1931.04
Profit before depreciation & taxation (1374.36) (1840.71)
Less: Depreciation 697.31 719.01
Less: Provision for taxation 58.98 -
Add: Prior period adjustment (Taxation) - -
Profit after tax (2189.63) (1121.70)
Balance brought forward from last year (9196.00) (8074.29)
Transfer to General Reserve - -
Proposed Dividend and tax thereon - -
Balance carried forward (11385.64) (9196.00)

Financial and Operational Review:

Financial Year 2019 was a challenging year for the bio-agri sector in India, marked by unfavorable weather conditions and subdued market demand and the Company registered an decrease in Net Sales by 74.23% compared to previous year.

For Financial Year 2019 Revenue witnessed decreased by 74.23% to Rs. 497.62 lakhs.

Your Companys ‘Zero-Residuebiocides products continued to be the market leader in the fast growing organic agri space. Your Company continues to focus on technology and innovation with new product launches and innovative variants of existing products to make them more effective and efficient. This further enhances the Companys leading market position in the zero- residue biocides business.

Your Companys focus on providing its customers with a wide range of products has resulted in the requirement of a strong marketing and distribution network. A new set of distributors are being appointed to ensure requisite delivery volumes in a timely and cost efficient manner.

Dividend:

In view of the losses incurred during the year, your Board has not recommended any dividend.

Share Capital:

During the year under review, the Company has not issued any Equity Shares and therefore the Issued, Subscribed and Paid-up Equity Share Capital of your Company stands unchanged. As of 31st March, 2019, the outstanding, issued and paid-up equity shares stood at 29,999,840.

General Reserves:

The Company has not transferred any amount to the General Reserves.

Term Loan and Working Capital:

As of 31st March, 2019, the Company had total debt of Rs. 8625.07 Lakhs, Cash and Cash Equivalents were Rs. 6.36 Lakhs . The Total Debt is largely on account of borrowings, interest on borrowings, and other provisions created.

The Company continues to focus on judicious working capital management. Key working capital parameters were kept under strict check through continuous monitoring during the year. Camson also deploys a robust cash management system to ensure timely servicing of its liquidity obligations.

Deposits:

During the year under review, your Company neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Loan from Director

During the year under review, the Company has received loan from a Director to the extent of Rs. 67,21,655. The Company has received a declaration from the Director in writing to the effect that the amount is being given out of his own funds. The outstanding balance due to the Director as shown in the Notes to accounts is Rs. 6,61,81,848.

Particulars of Loans, Guarantees or Investments:

The loans or guarantees given by the Company covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report. The details of the investments made by Company are given in the notes to the financial statements and as below:

Sl. ADVANCES
Subsidiary/Associate Amount (in Rs)
1 Investment in Equity shares of Camson Agri- Ventures Private Limited 3,40,00,000/ -

Guarantees and Security

In 2015 a corporate guarantee of Rs. 130,000,000/ - (Rupees Thirteen Crores only) was given to Corporation Bank against the borrowing availed by Camson Agri-Ventures Private Limited, Associate Company. During the year, the Company has not given any Guarantee or Security.

Dematerialization:

During the year, there was no change in the total number of outstanding Shares as on 31st March, 2019. During the year 23803551 Equity Shares of the Company consisting of 79.34% of the Shares are in dematerialized form as on 31st March, 2019.

Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk mitigation system, commensurate with the size, scale and complexity of its operations. The objective of the internal control system is to ensure that operations are conducted in adherence to the corporate policies, identify areas of improvement and ensure compliance with the applicable rules and regulations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and makes suggestions to strengthen the same. The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Company has adopted Standard Operating Procedures (SOP) and delegated roles and responsibilities to various Department heads for effective implementation of the same for further strengthening the Internal Control Systems. This is to ensure that the Company conducts its business with highest standards of statutory, legal and regulatory compliance.

Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo:

Your Company believes that Energy Conservation is an important parameter that indicates how efficiently a Company can conduct its operations. We strongly believe in the social welfare and environmental well-being. We always strive to put our best foot forward, to reduce the harmful emissions and are truly committed towards building an environment friendly organization.

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. The nature of our manufacturing process is such that it does not have a significant ecological footprint and therefore, for the year, no specific investments were required to be made in further reducing the energy consumption. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

The Companys products are manufactured using in-house know how and research facilities and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement of the quality of its products and entire Research and Development activities are directed to achieve the aforesaid goal.

The in-house developed ‘Proprietary Technology Platformand research facilities are augmented with latest operating systems, a large library of microbes & microbial cultures and scientific testing tools. Your Company places significant emphasis on creating and managing the Intellectual Property in the areas of biocides inputs, water soluble natural fertilizers and hybrid seeds. Additionally, the Company continues to identify and develop new technology in order to meet the expected future requirements.

Your Company is making marketing efforts in selected countries and exploring new markets. The Company regularly participates in prestigious international exhibitions and conducts market surveys. During the year, the Company has not spent any amount towards foreign exchange.

The particulars are enclosed as Annexure A to the Boards Report.

Human Resource and Industrial Relations:

The Company places a high importance on the development and retention of its human resources as well as providing employees with safe and healthy work environment. The human resource department of the Company is focused on ensuring a right fit between the human resource policies and the overall strategic direction of the Company to enhance stakeholder value. We have laid down HR policies and several best practices such as incentive policy to encourage the employee fraternity. Your Company has recruited various industry professionals to meet the current and future needs of the organization. There are no financial or commercial transactions that resulted in a conflict of interest between senior management and the Company.

Your Company strictly believes that maintaining cordial industrial relations is the key to progress of the firm, individuals, management, industry and nation.

Key Managerial Personnel:

During the year under review, the Key Managerial Personnel of the Company comprised of the following members:

SLNo. Name of the person Designation
Messrs
1. Dhirendra Kumar Managing Director
2. Goonj Rastogi Company Secretary*
3. Pooja Gupta Company Secretary*
4. Chandra Prakash Sharma Chief Financial Officer*

*3. Ms. Pooja Gupta was appointed as Company Secretary w.e.f 12th December, 2017 and subsequently resigned w.e.f 26th April, 2018.

*4. Mr. Chandra Prakash Sharma has been appointed as a Chief Financial Officer with effect from 12th February, 2019.

* Ms. Goonj Rastogi was appointed as the Company Secretary & Compliance Officer by the Board in its Meeting dated 12th February, 2019 and subsequently resigned w.e.f. 13th May, 2019.

Change in Directors and Key Managerial Personnel

A. Appointment, Change in designation and Resignation

Details on appointments, changes in designation, and resignation of Directors, key managerial personnel, and Committees of Directors, as well as on Board and Committee Meetings of your Company, and the matters required to be specified pursuant to Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report that is annexed to, and forms part of this Annual Report.

Mr. Veerendra Kumar Singh, ceased to be a Non- Executive Director with effect from 28th September, 2018.

Mr. Declan Pearse Macfadden resigned from the office of Independent Director with effect from 25th June, 2019

The Board had appointed Ms. Goonj Rastogi w.e.f 12th February, 2019, however, she resigned from the post with effect from 13th May, 2019.

B. Re-appointment

As per the provisions of Section 152 of the Act, Mr. Peter Joseph Kennedy, (having DIN: 06377043), who has been longest in office is eligible to retire by rotation. However, he offers himself for re-appointment.

C. Independent Directors

Your Company has received declarations from Dr. Anurudh Kumar Singh, Mr. Manoj Srivastava

, Mr. Vinod Kumar Lahoti and Mr. Declan Pearse Macfadden Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mr. Declan Pearse Macfadden and Mr. Vinod Kumar Lahoti resigned with effect from 25th June, 2018 and 18th June, 2019 respectively.

Your Directors place on record their sincere appreciation to the Directors who have resigned during the year for the valuable services rendered by them during their tenure as Directors in the Company.

D. Number of Meetings of the Board:

The details of the Board Meetings and other Committee Meetings held during the financial Year 2018-19 are stated in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days.

E. Board Committees:

The Company has setup the following Committees of the Board:

Audit Committee, Nomination and Remuneration Committee, StakeholdersRelationship Committee and Corporate Social Responsibility Committee.

The composition of each of the above Committees, and their respective roles and responsibilities are detailed in the Corporate Governance Report.

F. Details of remuneration to Directors:

The Company had 23 employees as of 31st March, 2019. Pursuant to Section 197(12) of the h the Companies (Appointment and Remuneration) Rules, 2014, details/ disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed to this report as Annexure-E.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than One Crore Two Lakhs rupees per financial year or Eight Lakhs Fifty Thousand rupees per month as the case may be. Therefore statement/ disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

As stated in the Corporate Governance Report, sitting fees are paid to Non-Executive Directors for attending Board/ Committee Meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such Meetings, in accordance with the travel policy for Directors

G. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the performance evaluation of the Board for FY 2018-19 will be carried out in FY 2019-20 as per the comprehensive and structured questionnaire framed by Nomination and Remuneration Committee. Your Board has initiated the process of performance evaluation of the Board which was done at the Meeting on 12th February, 2019 and requisite criteria have been established. The criteria provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board/ Committees, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders etc. Board evaluation plays an important role in further enhancing the governance standards of the Company and your Company keeps a closer view on the evaluation Policy and its framework.

The Board has received consistent ratings on its overall effectiveness and has been rated comparatively higher this year for composition of Directors and their skills, attributes and experience. The Board has also noted areas requiring more focus in the future.

Remuneration Policy:

The Remuneration Policy of Your Company is aimed to attract, retain, reward and motivate talented individuals critical for achieving the long term strategic goals of the Company. Your Companys Policy is designed to reflect the performance and is aligned to the long term interest of the Stakeholders. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to the employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employeesparticulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Managing Director in advance.

DirectorsResponsibility Statement:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘ the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 1, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

Pursuant to Section 134 (5) of the Act, in relation to financial statements (together with the notes to such financial statements) for the financial year 2018-19, the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 and of the profit/ loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the financial statements on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively;and

(vi) the Company has a system of getting reports of compliance periodically from the units and is also in the process of implementing more comprehensive systems to ensure compliance with the provisions of all applicable laws.

Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The particulars of every contract / arrangement entered into by the Company with the related parties, referred to Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto has been disclosed in Form AOC 2 [Annexure C].

None of the Directors has any material pecuniary relationship or transactions vis-a-vis the Company

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in ‘Zero Toleranceagainst bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as ‘Code of Business Conductwhich has been posted on the Companys website at www.camsonbiotechnologies.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with the stakeholders. The Code provides guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Directors on the Board and the Senior Management Personnel have confirmed compliances with the Code.

Vigil Mechanism or Whistle Blower Policy:

Pursuant to the requirement of Section 177(9) and (10) of the Companies Act, 2013, your Company has adopted a Vigil Mechanism, to deal with instances of fraud and mismanagement and which allows employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or the Society as a whole. In line with our corporate values, the Company is committed to the highest standards of Corporate Governance and stakeholders responsibility. Your Company believes in achieving its business goals solely through means that are ethical, transparent and accountable, and this principle forms the basis of our strong Vigil Mechanism.

Statutory Auditors:

Messrs YCRJ & Associates, Chartered Accountants were appointed as the Statutory Auditor of your Company at the 23rd Annual General Meeting held on 19th September for 5 years. As per the provision of Section 139 of the Companies Act, 2013, appointment of Auditor need to be ratified by Members at every Annual GeneralMeeting.

In accordance with the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to ratified in every Annual General Meeting

Auditors Report for the Year Ended FY 2019:

The Statutory Auditor in his Auditors Report have mentioned following qualification, reservation or adverse remarks:

Sl. No . Basis for Qualified Opinion Explanation by the Board
1 The Company has not provided the confirmation of balances & status of account for certain Bank & NBFC accounts. The impact of the same, if any, on the financial statements could not be quantified as the requisite information & records are not made available for our verification. In spite of various reminders, the bankers have failed to provide the balances.
2 The Company has reported Rs. 25.88 crore as inventory held by the company. Due to the nature of the inventory, we could not verify the quantity as well as value of the inventory as we could not satisfy ourself about the correctness of quantity of inventory held. Also we have not been provided with the basis for valuation of inventory held as on 31.03.2019. Further, during the year the Company has revalued the inventory, as a result there is a reduction of inventory to the extent of Rs. 12.65 crore the basis of such revaluation has not been provided to us. In view of the above we are unable to comment on the value of inventory reported. The inventory is in the form of products and work in progress (i.e, in fermenters) which cannot be opened for the fear of contamination. The new stock material position has however been shown.
3 The Company has not provided for certain interest & other charges payable to the Bank & NBFC accounts due to non-receipt of statement & confirmation of balances. The impact of the same on financial statements could not be quantified as the requisite information & records are not made available for our verification. Further during the year the company has reversed interest on secured loans which was provisioned during the earlier period/ year amounting to Rs. 7.46 crore, resulting understatement of loss & liabilities. In spite of repeated reminders to various banks & NBFC, we have not received any confirmation from them.
4 As on 31.03.2019the Company has reported Biological Asset for an amount of Rs. 67.63 lakhs for which the basis of valuation and its recognition has not been produced for our verification. Hence we are unable to comment on value of the Biological asset reported. The biological assets have been recognized three years back for the development of a new product.
5 The Company has recognized liability towards gratuity of Rs. 4.95 lakh, which is not as per actuarial valuation. Hence we are unable to comment on whether the gratuity liability has been accounted as per Ind AS 19 (Employee Benefits). The gratuity and salary of staffs who have not submitted the No Objection Certificate and got clearance from the Company has been kept on hold as they have not fulfilled the policy of the company.
6 The Company has reported Rs. 2.31 crore under other income reversal of employees salary payable. However, we have not been provided with employee wise breakup of salary payable, aging of the liability and supporting documents for such write off. And there were no other satisfactory audit procedures that we could adopt to satisfy ourself that the reversal of liability is free from material misstatement. The employee who have left the Company without proper handover has been cancelled as per the Company policy.
7 The company has reported Rs. 79.07 lakhs under other income being reversal of trade payables. However, we have not been provided with vendor wise trade payable, aging of the liability & supporting documents for such write off. And there were no other satisfactory audit procedures that we could adopt to satisfy ourself that the reversal of liability is free from material misstatement. Many vendors were found to submit substandard stocks which after checking and were found to be defective has been reversed.
8 As on 31.03.2019 the company has reported investment in equity shares of M/s. Camson Agri Ventures Private Limited (6500 shares of face value of Rs. 10 each & 33,93,500 shares at Rs. 17.60 each). However we have not been provided with the audited financial statements of M/s. Camson Agri Ventures Private Limited (Associate Company) for the FY 2018-19. Hence not able to comment on the impact on statement of profit & loss, if any, and on carrying value of investment due to profitability/ performance of the Associate Company. M/s. Camson Agri Ventures Private Limited has been forcefully taken over by undefinable elements of the society. A police compliant has been made and the matter is still continuing. Due to force majeure the auditors are unable to complete their tasks as all computers, stocks etc have been destroyed.
9 The Company has not provided the breakup for trade receivables reported in the financial statement. Further we have not been provided with confirmation of balances for trade receivables as at the end of the year. Hence, we cannot comment on the reliability of the trade In spite of various reminders, the parties have failed to provide the balances.
10 The company has not provided the breakup for Trade payables reported in the financial statement. Further we have not been provided with confirmation of balance for trade payables as at the end of the year. Hence, we cannot comment on the reliability of the Trade Payable balance. Various reminders were sent to the parties but have not received the confirmation of balances from them.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Vijayakrishna K.T, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith [Annexure C]. The Secretarial Audit Report contains following qualifications, reservations or adverse remarks.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board
1 Section 138 of the Companies Act, 2013 relating to appointment of Internal Auditor was not complied with. The Company could not find a professional to conduct the audit during the Financial Year. Further the Company in its Meeting held on August 12, 2019 appointed M/s. Mishra & Associates, Chartered Accountants as Internal Auditor for the FY 2019-20.
2 Regulation 17 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to composition of Board was not complied with. Due to the resignation of some Independent Directors from the Board of the Company Regulation 17(1) was not complied with. The Company at a later date has complied with the Regulation.
3. The Company had not appointed Company Secretary for the period from 26.04.2018 to 12.02.2019. The Company couldnt find a suitable candidate for the post. Furthermore, the Company has appointed Ms. Goonj Rastogi as a Company Secretary with effect from February 12, 2019.
4. Transfer of Unclaimed Dividend and Transfer of Shares to IEPF as per the Rules thereunder was not done. The Company is in the process of transferring the same to IEPF.
5. Compliances under Secretarial Standards on Board and General Meetings i.e. SS - 1 and SS 2 are not satisfactory and the Company needs to take proper steps to comply with the same. The Company has taken utmost care to adhere with Secretarial Standards.
6 Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment at Work Place, Act, 2013 does not have the External Member. The Company is in the process of finalizing and appointing an external member to Internal Complaints Committee.
7 The Company does not have a functional website. The website of the Company is presently under construction.
8 Contributions to PF and ESI authorities were noted to be pending for entire financial year. As the Company is going through a financial crisis therefore the contributions to the PF and ESI authorities were pending. The Company has started making contributions to the respective funds at present.
9 Certain reports required to be filed under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not filed within prescribed time. The Company did not have any professional to comply with the same within due date. The Company had complied the same at a later date.
10 Certain returns/registers required to be filed/maintained under some of the general laws are not maintained/filed within prescribed time. The Company at present has complied with all the compliances as required.
11 There was delay in filing RBI Annual Return. The Company did not have any professional to comply with the same within due date. The Company had complied the same at a later date.

Business Risk Management:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company has Business Risk Management policy, aimed at identification, assessment, monitoring and mitigation of risk and also capturing lessons learnt for future reference. The Company has in place active mechanism to periodically review the risk assessment and minimization procedures and inform the Board Members, in case any risk is foreseen.

At present, the Company has not identified any element of risk which may threaten the existence of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received. regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed off during FY 2017-18: o No of complaints received: NIL o No of complaints disposed off: NIL o No of cases pending for more than 90 days: Nil

Significant and Material Orders Passed by the Regulators or Courts:

There are no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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, the extract of the Annual Return in form of MGT-9 is annexed herewith as [Annexure D].

Corporate Governance and Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes with respect to your Companies, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from a Practising Company Secretary regarding compliance with the requirements of Corporate Governance norms as stipulated in Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Industrial Relations:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

Listing With Stock Exchanges:

Your Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to BSE Limited where the Companys Shares are listed.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Sections 123 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Unclaimed Dividend and Deposits, remain unclaimed and unpaid for a period of more than 7 years. The Company will be accordingly transferring an amount aggregating to unpaid dividend during the year to the Investor Education and Protection Fund within 30 days from the expiry of 7 years.

Shareholders may note that both the unclaimed dividend and the corresponding shares transferred to IEPF including all benefits accruing on those shares, if any, can be claimed back from the IEPF following the procedure prescribed in the rules. No claim shall lie in respect thereof with the Company.

During the year 2018-19, unclaimed Dividend for financial year 2011-12 of Rs. 3,31,093 (Rupees Three Lakh Thirty One Thousand and Ninety Three only) was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the financial year 2011-12 will be transferred to the IEPF Authority in accordance with the aforesaid rules.

Acknowledgements:

Your Directors wish to extend their sincerest appreciation to the investors, bankers, customers, suppliers, executives, staff and workers at all levels for their continuous co-operation and assistance. Your Directors express their sincere gratitude to all the Regulatory Authorities such as the SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Registrars for their guidance and support. We also take this opportunity to thank the Indian farming community who believed in our company and appreciated our products.

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates.

A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the years performance.

For and on behalf of the Board of Directors
Place: Bangalore
Date: 28th May, 2019
Dhirendra Kumar Akbal Narayan Singh
Managing Director Director
DIN: 00301372 DIN: 00296396