R J Bio-Tech Ltd Directors Report.

To The Members,

Your directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of Company and the financial accounts for the year ended 31st March 2020.

? Financial Highlights:

The financial highlights of your Company, for the year ended 31st March, 2020 are summarized below: (Rs. In Lakhs)

Particulars

2019-2020

2018-2019

Net Sales 1,349.78 1025.03
Less: Total Expenses 1,696.27 1764.50
Operating Profit/ Loss (424.96) (1153.20)
Less: Interest Expenses 78.47 413.74
Profit Before Tax (415.62) (1153.06)
Profit After Tax (415.62) (1153.06)
Surplus carried forward to Balance Sheet (415.62) (1153.06)
Basic Earnings per share (In Rs.) (4.39) (12.18)

? Operational review:

Kindly refer to Corporate Governance Report and Management Discussion & Analysis annexed as ANNEXURE I and III forms part of this report.

? Dividend:

There is no profit during financial year 2019-20 to the company. Board of Directors has not recommended dividend for the period.

? Share Capital

The paid up equity share capital as on 31st March, 2020 was Rs. 9,46,76,000/- divided into 94,67,600 equity shares of face value of Rs. 10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

? Financial Statements

Full version of the Annual Report 2019-20 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es).

Full version of Annual Report 2019-20 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.rjbiotech.com.

? Subsidiaries

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

? Particulars of remuneration of Directors / KMP / Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as

ANNEXURE IV.

? The conservation of Energy and Technology Absorption, Foreign Earnings and Outgo:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in ANNEXURE V which forms part of this Report.

? Statutory Auditors:

In the Fifteenth Annual General Meeting of the Company, M/S S M Bangad & Co, Chartered Accountants, Aurangabad (Firm Registration No. 100974W) are appointed as the Statutory Auditors of the Company to hold office until the conclusion of the Twentieth Annual General Meeting.

Statutory Auditors Comments on their Report:

The Statutory Auditors have made certain qualification. The qualification made by the Statutory Auditors in the Auditors Report is as follows:

i. Following events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements (and notes thereto) do not disclose this fact. However, the financial statements of the Company have been prepared on a going concern basis.

We draw attention to the standalone financial statements, which indicates that-

- The Company has incurred a net loss of Rs. 04.15 Crores during the year ended 31st March, 2020 and also its current liabilities over current assets exceeded by Rs. 22.94 Crores. - The Company has accumulated losses and its Net Worth has been fully eroded.

- The Companys financing arrangements expired and the amount outstanding of Rs. 36.89 Crores was payable on March 31st, 2020. The Company has been unable to re-negotiate or obtain replacement financing and is currently classified by bank as Non-Performing Assets.

ii. As per the information & explanations given, management has sent balance confirmations to outstanding debtors but we have not received the confirmations. In the absence of unavailability of confirmations we are unable to confirm or verify by alternative means accounts receivable included in the Balance Sheet at a total amount of Rs. 16.98 crores (before provision for bad & doubtful debts of Rs. 9.62 Crores) as at March 31st, 2020.

iii. Under the Micro, Small & Medium Enterprises Development Act, 2006 which came into force from 2nd October, 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises. According to the information & explanation given to us and on the basis of our examination of the records of the company, the company has sent necessary communication to all the vendors to confirm their MSME Status, however the some confirmation is awaited. Since the relevant information is not readily available, no disclosures have been made in the accounts.

iv. The company has not determined the liability towards the gratuity, retirement benefits, leave encashment as per the accounting standard 15 - "Employee Benefits" prescribed under section 133 of the Companies Act, 2013. The said provision has not been made in the books of accounts as per the actuarial valuation report. The financial statements do not disclose the financial impact of the above provisions. The Profit in the statement of Profit & Loss and Current Liabilities are understated / overstated to that extent. This constitutes a departure from the Accounting Standard -15 "Employee Benefits".

As a result of the matters stated in Para (ii), Para (iii) and Para (iv), we were unable to determine whether any adjustments might have been found necessary in respect of recorded receivables and payables in the Balance Sheet and the corresponding elements making up the Statement of Profit and Loss and Cash Flow Statement.

Directors Comments on the Statutory Auditors Report:

i. The Company can revive effectively in coming years by increasing its sale which is already evidenced in the sales of Rs. 13.38 cr. achieved in 2019-20 against Rs. 10.12 cr. in 2018-19. The increasing trend in the sales itself is a positive sign, the company proposes to restructure its debt obligations. The promoters has infused unsecured loan of Rs. 5.19 Cr. till 31/03/2020 to operate the activity smoothly. The company is having experienced marketing staff and good dealers and distributors network to increase the sales. The company is having wide range of varieties of field crops and vegetables.

The company looks forward to accelerate its business in forthcoming season of Kharif and Rabi 2020. The Management is unable to assess the impact but expecting good prospectus of the company to continue as going concern.

ii. The Company had taken due efforts to provide the confirmation of outstanding balances from all its debtors. The management confident to recover from the debtors which is presently delayed collection of outstanding due to inadequate monsoon.

Management has already sent balance confirmations to outstanding debtors but due to ongoing season, the Company could not get their confirmations in full well in time, confirmations are still awaited and as a matter of safety Company has made the provision of 20% for the Doubtful Debts for the Current Financial Year.

iii. Company has obtained demand note for every year from LIC towards the trust created for Gratuity / Retirement Benefits/ Leave Encashment as per the Accounting Standard 15. The said amount as per demand note issued by LIC is adjusted against the unpaid amount pending with LIC.

iv. The company has sent necessary communication to all the vendors to confirm their MSME Status, however the confirmation is awaited.

? Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Nitin S. Sharma & Associates, Practicing Company Secretaries, Aurangabad to undertake the Secretarial Audit of the Company for the FY 2019-20. The Secretarial Audit Report in Form No MR-3 for the FY 2019-20 is annexed herewith as ANNEXURE II and forms a part of this report.

There are no qualifications or observations or other remarks mentioned by the Secretarial Auditors in their Report for the financial year 2019-20 which call for any explanation from the Board of Directors.

? Adequacy of Internal Financial Control System:

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

The Management has been also taking effort to more improve internal financial control at all level of the company.

? Directors:

Appointment of Directors:

No director is appointed or resigned in the company during the year 2019-20.

Declaration by Independent Directors:

In terms of Section 149(7) of the Act, the Independent Directors of the Company have submitted their declaration confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1) Harshna Saxena-Company Secretary

2) Mr. Yogesh Shelke -Chief Financial Officer

3) Mr. Ravikumar Venkata Singamsetty - Manager

4) Mr. Ramchandra Gajanan Nake Chief Executive Officer

Mr. Anand Phalke Company Secretary of the company has resigned on 13.04.2020 and Harshna Saxena has appointed as Company Secretary with effect from 01.07.2020.

Mrs. Aarti Sandeep Pawar Chief Financial Officer of the company has resigned on 01.07.2020 and Mr. Yogesh Shelke has appointed as the Chief Financial Officer of the Company on 01.07.2020.

? Extract of the Annual Return:

In accordance with requirements under Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT 9 is available on Companys website www.rjbiotech.com

? Corporate Governance:

Company continues to adhere to better Corporate Governance, true & fair practices. A detailed report is annexed as ANNEXURE I and forms part of this report.

? Number of Meetings of the Board of Directors and Committee Meetings:

The details regarding the number of meetings of the Board of Directors and Committee meetings during the period under review is given in the Corporate Governance Report.

? Performance Evaluation of the Board, its Committees and Individual Directors:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

? Management Discussion and analysis:

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE III and forms part of this report.

? Vigil Mechanism for Directors and Employees:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has in place a vigil mechanism for Directors and employees of the Company.

? Nomination and Remuneration Policy:

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board of Directors has in place a policy which deals with the manner of selection of Board of Directors and Managing Director and their remuneration. The objectives and key features of this policy are:

a) Formulation of the criteria for determining qualifications, positive attributes of directors, Key Managerial Personnel (KMP) and senior management personnel and also independence of Independent Directors;

b) Aligning the remuneration of Directors, KMPs and senior management personnel with the Companys financial position, remuneration paid by its industry peers etc.;

c) Performance evaluation of the Board, its committees and Directors including Independent Directors;

d) Ensuring Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down; and f) Directors induction and continued training.

The Nomination and Remuneration policy of the Company is available on Companys website www.rjbiotech.com.

? Related Party Transactions:

Pursuant to Sub-Section 1 of Section 188 of the Companies Act, 2013, there was no related party transactions entered into by the Company during the financial year 2019-20. The related party disclosures as per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, are as mentioned in Note No. 32 of Notes to Accounts in the Annual Report.

? Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

There is no loan given or guarantee provided or investment made by the Company during the financial year 2019-20 as per Section 186 of the Companies Act, 2013.

? Disclosure on Audit Committee:

The Audit Committee as on March 31st, 2020 comprises of the following Independent Directors:

1) Mr. Anil Vasant Dharmadhikari (Chairman)

2) Mr. Balram Ramchandra Yerme (Member)

3) Ms. Aditi Raghavendra Joshi (Member)

All the recommendations of the Audit Committee were accepted by the Board of Directors.

? Risk Assessment and Management:

Your company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business. Your Company also takes all efforts to train its manpower from time to time to handle and minimize these risks.

? Directors Responsibility Statement:

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 profits and loss of the Company for that period;

c) the Directors have 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) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

? Details in respect of frauds reported by auditors under Section 143 (12) of Companies Act, 2013:

During the financial year ended 31st March 2020, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

? Fixed Deposits:

Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 during the period under review.

? Contingent Liabilities:

The details of contingent liabilities are given in Note No. 37 of the Notes to Financial Statements.

? Nature of Business:

There has been no change in the nature of business of the Company.

? Industrial Relations:

The Company enjoyed cordial relations with its employees at all levels. Your Directors appreciate the support and co-operation provided by all the employees.

? Listing:

Your Companys shares continue to be listed on the SME platform of BSE Limited and are actively traded.

? Policy against Sexual Harassment at Workplace:

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee. The following is a summary of sexual harassment complaints received and disposed off during the year.

No. of complaints received: Nil No. of complaints disposed off: NA

? Code of conduct for prevention of insider trading and code of practices and procedures for fair disclosure of unpublished price sensitive information:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has in place the Code of Conduct for prevention of Insider Trading and code of practices and procedures for fair disclosure of unpublished price sensitive information. The Code of Conduct is available on the Companys Website www.rjbiotech.com.

? Policy for preservation of documents and archival policy:

In compliance with Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has in place policy for preservation of document.

? Acknowledgements:

Your Directors are pleased to express their gratitude for all the co-operation and assistance received from bankers, members, customers, vendors, various Government authorities and employees for their support and faith in the Company.