Gurunanak Agriculture India Ltd Directors Report

DIRECTORS REPORT

To,

The Members of

M/b Guninanak Agriculture India Private Limited Dur_R (C.G.)

Your Directors have pleasure in presenting their Annual Report of the Company for the financial year ended 31st March 2024.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

PARTICULARS	F.Y. 2023-24	F.Y. 2022-23
	(Rs. in Lakhs)
Revenue from operations	4,381.27	3,901.35
Other Income	7.76	19.79
Profit before depreciation, exceptional, extraordinary item and tax	428.01	182.67
Less: Depreciation & Amortization expense	96.42	86.32
Profit before exceptional, extraordinary item and lax	331.59	96.35
Less: Exceptional item	-	-
Less: Extraordinary item	-	-
Less: Prior period item	13.92	-
Profit before tax	317.67	96.35
Less: Tax expense	110.59	24.74
Profit after tax	207.08	7L61

During the financial year under review, the revenue from operation of the Company significantly increased to Rs. 4,381.27 lakh as compared to Rs. 3,901.35 lakh in the previous year. Further, the other income of die Company marginally decreased to Rs. 7.76 lakh as compared to Rs. 19.79 lakh in the previous year. As a result of the above, the ncr profit of the Company significantly marginally to Rs. 207.08 lakh as compared to Rs. 71.61 lakh in the previous year. The company expects better results during die current year.

3) CHANGES IN NATURE OF BUSINESS:

During the financial year under review, there were no changes in the Nature of business of the Company.

4) CHANGES IN CAPITAL STRUCTURE;

During the financial year tinder review, there were no changes in the Capital Structure of the Company.

5) DIVIDEND;

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year under review.

6) TRANSFER TO RESEME;

During the financial year under review, the Company docs not propose any amount to be transferred to any reserves of the company.

7) PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has received unsecured loan from the directors and the relative of directors of the Company within the meaning of Section 73 of the Companies Act, 2013, Clause 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with notification number G.S.R. 695(E) dated 15 September, 2015 amounting to Rs. 1,45,95,123/-.

8) DIRECTORS & KEY.MANAGERIAL .PERSONNEL;

As per the provision of the Companies Act, 2013 and the Articles of Association of the Company, none of the directors are liable to retire by rotation. Further, during the financial year under review, die following changes took place in the Board of Directors of the Company:

S. No. Name	DIN	Particulars	Date
1 Mrs. Jaspreet Kaur	09615927	Appointment as Director	01.06.2024
2 Mr. Jagdish Singh	02241426	Cessation from Directorship	01.06.2024

Hic Board places on record its appreciation for the valuable services rendered by Mr. Jagdish Singh (DIN- 02241426) during the tenure of h8is Directorship in the Company. Further, the Company docs not fall within the purview of criteria prescribed under the provisions of Section 203 of Companies Act, 2013 for appointment of any Key Managerial Personnel

9) STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

The Company was not required to appoint Independent Directors as required under Section 149(4) read widi Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014 hence, the question of obtaining of declaration from the Independent Directors docs not arise during the financial year under review.

10) DIRECTORS* RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act, 2013, your Directors confirm that:

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

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of tins Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepnred the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with die provisions of all applicable laws and that such systems were adequate and operating effectively.

vi) NUMBER OF MEETINGS OF THE BOARD:

8 (Eight) Board Meetings were held during the financial year ended March 31, 2024.

12) AUDIT COMMITTEEA-NOMINATION & REMUNERATION COMMITTEE:

The Company does not fall within the purview of criteria prescribed under the Companies Act, 2013 for constitution of Audit Committee A Nomination & Remuneration Committee.

13) CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute Corporate Social Responsibility (CSR) Committee as required under the provisions of Section 133 of the Companies Act, 2013. Accordingly, during the year under review, the Company is not required to formulate any CSR policy.

14) VIGIL MECHANISM;

The Company docs not fell within the purview of criteria prescribed under the Companies Act, 2013 for establishment of Vigil Mechanism.

15) BOARD EVALUATION:

The Company was not required to cart)^- out any formal annual evaluation of the performance of the Board, its Committees and of individual Directors as required under Section 134(3)(p) of the Companies Act, 2013.

M/s Gaurav H Agarwal & Co., Chartered Accountants, Jhansi (UP), having FRN- 019921C, who were appointed as the Statutory Auditor of the Company in the Annual General Meeting held on 20.12.2014, have resigned on 06.09.2024. Keeping in view the above resignation, the members of the Company have appointed M/s Kajendra Prasad, Chartered Accountants, Raipur (CG), having FRN- Q00203C, as the Statutory Auditors of the Company in their Extra-Ordinary General Meeting held on 12.09.2024 to hold office till the conclusion of ensuing Annual General Meeting of the Company.

M/s Rajendra Prasad, Chartered Accountants, Raipur (CG), having FRN- 000203C, Statutory Auditors of the Company, hold office unul the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they arc not disqualified for reappointment and also satisfy the criteria as mentioned under Section 141 of the Companies Act, 2013. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed therunder it is proposed to appoint M/s Rajendra Prasad, Chartered Accountants, Raipur (CG), having FRN- 000203C, as Statutory Auditors of the Company to hold office from the conclusion of the forthcoming AGM till the conclusion of the to be held in the year 2029.

17) STATUTORY AUDITORS REPORT

The comments in the Auditors Report read with Notes to the Accounts arc self-explanatory. The observations of the Auditors in their Report and Managements Reply thereon is as per Annnexure "II* attached herewith.

18) REPORTING OF FRAUDS

Hie Statutory Auditor of the company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no ease of Fraud has been reported to the Management of the Company from any other sources.

19) SECRETARIAL AUDIT REPORT:

The Company does not fall within the purview of criteria prescribed under the Companies Act, 2013 for annexing Secretarial Audit Report with Board Report.

20) INTERNAL AUDITOR:

The Company was not requited to appoint any Internal Auditor as required under Section 138 of the Companies Act, 2013.

21) MAINTENANCE OF COST RECORDS;

Your Company is maintaining Cost Records of the product of the Company as prescribed by the Central Government under provision of Section 148(1} of the Companies Act, 2013.

22) COMPLIANCE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings.

23) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Adequate internal financial controls were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements.

24) RISK MANAGEMENT

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparent, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Pursuant to the policy, your directors periodically review the risks associated with the business which may threaten the prospects of the Company. At present, the Company has not identified any element of risk which may threaten the existence of the company.

25) MATERIAL CHANGES AND COMMITMENTS:

The members of the Company, at their Extra-ordinary general meeting held on 17.062024 had passed a special resolution for shifting of the Registered Office of the Company from the State of Uttar Pradesh to the State of Chhattisgarh which is approved by the Honlile Regional Director, Northern Region, New Delhi, vide order dated 17.09.2024. Therefore, the registered office of die Company have been shifting from "2315, Nh-26, Jhansi, I^litpur Road, Babina Cantt, Jhansi - 284401 (Uttar Pradesh)" to "Kli No. 539, PH No. 45/52, Vill- Kandarka, Teh- Dhamdba, Dt- Durg- 490036 (Chhattisgarh)".

Except the above, there were no material changes occurred subsequent to the close of the financial year of the Company to which the Annual Report relates.

26) SIGNIFICANT AND MATERIAL ORDERS

During the financial year under review, there were no significant and material orders passed by any Regulator, Court, Tribunal, Statutory and quasi-judicial body, impacting the going concern status of the company and its fumre operations.

27) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy-, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy:

(i) the steps taken or impact on conservation of energy	The company has taken adequate measures for conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	No additional investment or proposal is under implementation for conservation of energy.

(b) Technology absorption:

(i) the efforts made towards technology absorption	Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product 11 development or import substitution	Not Applicable
(iii) in ease of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Not Applicable
(a) the details of technology imported	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
(iv) the expenditure incurred on Research and Development	Nil

(c) Foreign exchange Earnings and Outgo:

		2024-23	2022-2023
		Rs. in Lakh
Earnings in Foreign Currency	INR	12.05	407.54
Expenditure in Foreign Currency	INR	46.89	-

28) PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company & the Statement showing the names and other particulars of the employees of the company as required under Rule 5 (2 & 3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-III. Further, details of remuneration paid to the Directors of the Company is enclosed herewith in Annexure- "III*.

29) SUBSIDIARIES. JQJNT.VENT.URES.&ASSOCIATE COMPANIES;

Your Company is not having any subsidiary company, Joint Ventures & Associate Companies.

30) PARTICULARS OF LOANS GUARANIEESAND INVESTMENTS:

During the financial year under review, the Company has not made any loans/investments/ given guarantees/provided securities to other bodies corporate or persons covered under the provisions of section 186 of the Companies Act, 2013. However, the Company has given advance against land (details of which arc disclosed in the Notes to the financial statements (Refer Note No. 12).

31) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company, during the financial year under review, with the related parties were in the ordinary course of business and on an arms length basis in the best interest of the Company. Accordingly, the above transactions are not covered under section 188(1) of the Companies Act, 2013. Further, pursuant to provisions of Section 134 (3)(ii) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in prescribed format i.e. Form No. AOC-2 is enclosed herewith as Annexure- "IV".

32) STATUS OF CASES TILED PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013;

The company is having Internal Complaint Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, during the financial year under review, there were no eases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33) PROCEEDINGS UNDER IPC 2016

During the financial year under review, there were no applications made by or against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

34) DETAILS OF ONETIME SETTLEMENT;

During the financial year under review, the Company has nor made any one-time settlement with any of its Bankers/ Financial Institute etc

35) ACKKDSLED.GEMENT;

Your Directors expresses irs sincere gratitude to the Central Government, State Government, various Govt, authorities, shareholders, bankers and all other business associates for their continued support

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
DATE: 23.09.2024	(HARJEET SINGH)	(JASPREET KAUR)
PLACE: RAIPUR (C.G.)	DIRECTOR	DIRECTOR
	DIN- 02241438	DIN- 09615927