JK Agri Genetics Director Discussions


TO THE MEMBERS

Your Directors have pleasure in presenting the Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2023.

FINANCIAL RESULTS

( in Crore)
Sales & Other Income 203.49
Profit before Finance Cost & (5.80)
Depreciation (PBIDT)
Profit after Tax (10.80)
Surplus brought forward 48.96
Surplus carried to Balance Sheet 37.46

DIVIDEND

Considering the financials of the Company, no dividend has been recommended by the Board for the

Financial Year 2022-23 ended 31st March 2023.

OPERATIONS

The year 2022-23 was not an overall good year for the seed industry in general. However, the impact varied from company to company based on their product portfolio. In the financialnumbers case of JK Agri, were impacted by drop in overall revenue due to a reduction of export business, lack of government orders as well as a drop in vegetable seed sales. Due to the vagaries of monsoon and untimely rains, cropping patterns shifted rapidly. Insufficient rains in the eastern part of the country caused farmers to shift from hybrid paddy to varietal and saved seeds. In case of Mustard, although commodity prices were good but due to unexpected rains in September, farmers moved to saved seeds. Hot pepper acreages reduced significantly due to severe disease during the previous growing season as well as low commodity prices. Low commodity prices have also had a negative impact on Okra, Tomato and Onion seed value. On the positive side Cauliflower and Cabbage have shown an improvement.

On the export front, your Company continues to carefully expand its geographical and product footprints by diversifying into new crops like Bitter Gourd and Okra. In Cotton, X - Gene Cotton deregulation process in Bangladesh is nearly complete and we are expecting the clearance soon. During the year, export business had to face headwinds due to political instability in many countries, forex availability & sharp currency depreciation in the importing countries coupled with high freight costs.

In 2022, the Company introduced new hybrids in Hot pepper & Okra. Performance of Hot pepper hybrids is encouraging and expect to grow in Kharif 2023. New product launch of Hot pepper JK HP-1020, Sweet pepper BOXY and Tomato 8135 are doing well. Recently launched hybrids like Millet JKMH 2702, Hybrid Maize JKMH 8110, Hybrid Paddy JKRH 2608 received good acceptance among the farmers and registered growth over previous year.

Despite a very difficult business environment, the teams at JK Agri continue to focus on demand generation activities to promote the products. The Company connected with more than two hundred thousand farmers through field visits, crop shows and mandi visits. As a strategy to focus on influencer farmers in our focus villages, the team identified a number of farmers in 4500 Villages who cultivated our products and were satisfied with the product performance. These initiatives are giving good mileage and in future this will help in developing the right data base and connecting more number of farmers through digital means. The Company has increased focus on retailers through a Retailer Connect Program JK Vikreta to improve sales per retailer. We have also realigned our go to market strategy and identified distributors with sharp focus on improving collection efficiency. Sales team has identified about 1000 distributors across India to focus and scale up our business. Optimum number of distributors will increase the efficiency and effectiveness of our sales team to work closely with farmers and retailers.

INDUSTRY OVERVIEW AND OUTLOOK

Agriculture continues to be 17% of the GDP employing over 40% of the workforce. It remains the backbone of Indian economy and is likely to remain core to the development of our multi-trillion dollar economy journey. Modern input and tools are being deployed to improve the output and efficiency of our farmlands. Mechanisation and deployment of implements like harvesters, tillers, seeders, rotavators, sprayers etc. have added to the productivity of the farm. Internet technologies as well as the wide coverage of mobile phones and an ever-expanding usage of smartphones is aiding the farmers to modernise their practices as well as get transparent access to market prices for their end products. The governments initiative to improve infrastructure of roads and connectivity is helping farmers reach mandis easily and reduce wastage. Improved infrastructure around irrigation is de-risking the farmers from the impact of erratic and untimely monsoons. All these initiatives are helping increase the farmerss income.

The concern is around the impact of global warming and consequent effects of weather patterns like El Nino, etc. and its impact on agriculture. However, overall, the improved demand of higher quality vegetables and food crops augurs well for the seed industry in general.

RESEARCH AND DEVELOPMENT

Your Company continues to strengthen focus on developing products for multiple climatic regions, domestic, ASEAN and African market to fulfil customer needs. Major focus in research is to counter biotic stress like insects, diseases and abiotic stresses like moisture, heat and cold tolerance.

For sustainable growth, the Company has strengthened pre-breeding in the field crops, cotton and vegetables using various biotechnology tools for precision breeding and has shifted from traditional molecular breeding to advanced molecular markers e.g., single nucleotide polymorphism markers and real time polymerase chain reaction technology platform etc. to develop products in shortest possible time. Use of biotechnology and breeding is helping to develop disease resistant, climate resilient, more nutritious and tastier crop varieties. We have improved strategic field trials with stringent product advancement procedure have been put in place.

Your Company has strengthened seed production research for cost effectiveness and improved quality by various technological interventions like Genetic

Male Sterility and Cytoplasmic Male Sterility. To stay competitive, productive and sustainable, the Company is emphasizing on use of digital platforms, artificial intelligence and mechanisation of R&D.

OPPORTUNITIES, THREATES, RISK AND CONCERNS Opportunities

With rising population, demand for food will continue to drive the need for better seeds. Improved varieties of seed will be required to meet the changing needs of climate, processing industry and modern retail. The governments focus and various subsidy and incentive schemes for the farmers will also add to the requirement of better quality seeds. Various infrastructure projects to increase the irrigated area augurs well for the farming community. The governments efforts to double the farmers income is encouraging the farmers to plant higher quality seeds so that farm output can be increased. Number of modern techniques and tools along with awareness created by agri-tech start-ups is helping farmers get into precision farming. This has in turn increased the appreciation of the farming community towards the value of inputs like seeds, bio fertilisers etc.

Threats, Risk and Concerns

Agriculture continues to be dependent on the vagaries of temperature and rainfall. Not only is quantity of rain important, but timing is even more critical. Rapidly changing climatic conditions and impact of global climate change is having a drastic effect on the performance of crops as well as cropping patterns.

Global R&D teams will have to understand the sudden shift of peak temperatures and untimely rains to be able to adapt the performance of the crops to the new conditions. Resistance to pests and the requisite modification of the plants to meet this new threat is another important focus area for the industry. The changing weather patterns cause the farmers to shift their planting patterns at short notice. This in turn creates a risky situation for the companies as production of seeds takes place significantly ahead of season. Companies will have to hold inventory to meet the needs of the farmer as and when these patterns change.

HUMAN RESOURCE DEVELOPMENT

It is heartening to see your Company has received four successive certifications of "Great Place to Work". The process has given us lot of insights and confirms that we are making slow but steady progress on the people front. We were agile in our policy and digital interventions to strengthen our culture and values.

Skilled and dedicated employees are essential to organisations success. We have an appropriate hiring model with a cross functional approach and data repository methodology with readiness of a wide choice of profiles. All our actions are aimed at providing opportunities to developing talent. Regular leadership communication and connect at various forums reiterated and reinforced the commitment towards Core values of Trust, Openness and

Transparency as our pillars of the way forward. The appropriateness of the compensation level is reviewed and new performance management & compensation system has been introduced with an objective to drive progressive culture aligned with the best players in the sector and deliver profitable growth as a company. JK Agri is driving the culture of meritocracy based on contribution to business. The learnings and the takeaway from the top management conference helped the Company focus on ‘organisational transformation:

Digital, agility and customers centricity. At JK Agri, employee engagements are very important to us, events such as festivals, employee birthdays, and achievements are celebrated in a unique manner. Strategies to promote inclusiveness are highly valued. The recently conducted Womens day event, commemorating the culture of thanking all the women staff including front line seasonal staff for their support and contribution, has been a memorable event. The JKO Sports premier league had enhanced the participants morale to a great extent. These milestones will sharpen our objectives further in the journey to build a High-Trust, High-Performance Culture.

KEY CHANGES IN FINANCIAL INDICATORS

Key Changes in financial indicators, are given in the Notes to Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control Systems are the foundation for ensuring achievement of organisations objectives of operational efficiencies, reliable financial reporting and compliance with laws, regulations & policies.

The Company has in place Internal Control Systems commensurate with the nature of its business, size and complexity of its operations. These systems are regularly tested for their effectiveness by Statutory as well as Internal Auditor and were found to be operating effectively during the year. Based on the Internal Audit

Programme approved by the Audit Committee of the Board, the Internal Auditor carry out regular internal audits covering all offices, factory and key areas of business. Reports of the Internal Auditor are placed before the Audit Committee on quarterly basis for review. The Audit Committee regularly reviews the reports and discusses the actions taken with the management in addition to reviewing the effectiveness of the internal control systems and monitoring the implementation of audit recommendations. There are adequate checks & balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in the respective areas, wherever required.

INTERNAL FINANCIAL CONTROLS

The Company has laid down Internal Financial

Controls Systems, Policies and Procedures with reference to Financial Statements. The Company also has a robust Management Information System which not only facilitates speedy business decisions but also helps in timely preparation and sharing of reliable financial information across various levels in the Company. The transactional controls built in SAP ERP systems ensures appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of various records. The Internal Financial Control Systems are regularly reviewed to ensure their effectiveness. Based on the review of the

Internal Financial Control Systems during the year by the Management, Audit Committee and the Auditors of the Company, no material reportable weakness was observed in the Internal Financial Control Systems during the Financial Year.

ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 (‘the Act) read with Rules made thereunder is available on the website of the Company at https://jkagri.com/wp-content/uploads/2023/07/Annual-Return-2022-23.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Act are given in the

Notes to Financial Statements.

RELATED PARTY TRANSACTIONS

During the Financial Year ended 31st March 2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations).

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of Related

Party Transactions. In view of the same, disclosure in Form AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, as amended and approved by the Board, is available on the website of the Company.

COST RECORDS

Maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Act is not required by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Raghupati Singhania (DIN: 00036129), Non-executive Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

Further, pursuant to Regulation 17(1A) of SEBI Listing Regulations, the Board has approved continuation of directorship of Dr. Raghupati Singhania, Non-executive Director, since he has attained the age of 75 years. The Board recommends necessary Special resolution in this regard, for approval of Members at the ensuing AGM.

The Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee, re-appointed Shri Vikrampati Singhania as Managing Director of the Company for a term of five (5) years, commencing 7th May 2023, subject to requisite approval of Members of the Company at the ensuing AGM. The Board recommends his reappointment.

During the Year, the Members have approved the re-appointment of Dr. Gyanendra Shukla (DIN:

02922133) as Whole-time Director of the Company with the designation ‘President & Director for a term of 3 years, commencing 23rd May 2022 and also approved re-appointment of Shri Ajay Srivastava (DIN: 00049912) as an Independent Director of the Company for second term of 3 years, commencing 24th October 2022.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

All the Independent Directors are registered on the

Independent Directors Data Bank.

There were no other changes in the Directors/ Key

Managerial Personnel of the Company, during the period under review.

CONSERVATION OF ENERGY, ETC.

The details as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure - 1 and forms part of it.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public.

AUDITORS

(a) Statutory Auditors and their Report

M/s BGJC & Associates LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company for a second term of five consecutive years, commenced from the conclusion of 19th AGM held on 27th August 2019 till the conclusion of 24th AGM to be held in the year 2024. The observations of the Auditors in their Report on Accounts and the Financial Statements read with relevant notes are self-explanatory. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial

Auditor to carry out Secretarial Audit of the Company for the Financial Year 2022-23.

The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as

Annexure – 2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is annexed to this Report as Annexure - 3. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, also forms part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the ensuing AGM.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in the process of giving back to the society and aims to contribute to sustainable growth of the society at large. Besides undertaking projects for overall development and welfare of the society, your Company has been working closely with the farming community in areas of imparting agricultural knowledge, promoting preventive healthcare, skill development and livelihood enhancement projects.

The Company has a Corporate Social Responsibility

(CSR) Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy along with the CSR projects approved by the Board, the composition of the Committee and other relevant details are disclosed on the website of the Company at https://jkagri.com/wp-content/uploads/2023/05/

CSR-Policy-2023.pdf

The Annual Report on the CSR activities undertaken by the Company during the Financial Year under review, in the prescribed format, is annexed to this

Report as Annexure – 4.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company and the date of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no application is made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the applicable Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to best corporate governance practices. Pursuant to Regulation 34 of the SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:

(a) Particulars of the four Board Meetings held during the Financial Year under review.

(b) Salient features of the Nomination and Remuneration Policy.

(c) Manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made.

(d) Details with respect to Composition of Audit Committee and establishment of Vigil Mechanism.

(e) Details regarding Risk Management.

(f) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Act, your Directors state that-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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 and loss of the Company for that period;

(c) proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

"Managements Discussion & Analysis Report" contains forward looking statements, which may be identified by the use of the words in that direction or connoting the same. All statements that address expectation or projections about the future, including but not limited to statements about the Companys strategy for growth, product development, market position, expenditures and financial results are forward looking statements. The Companys actual carehas been results, performance or achievements could thus differ materially from those projected in such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward - looking statements on the basis of any subsequent development, information or events.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge and place on record the commitment and dedication on the part of the employees of your Company.

Your Directors would also like to acknowledge and record their appreciation of the continued support and assistance received by the Company from its valued Customers, Dealers, Suppliers, Shareholders, Banks and Central and various State Governments Agencies.

On behalf of the Board of Directors

Date: 3rd May 2023 Bharat Hari Singhania
Place: New Delhi