R J Bio-Tech Ltd Management Discussions.

Industry Structure and Outlook:

Seed is the most important input component for productive agriculture. In the significant advances that India made in agriculture in the last four decades, the role of the seed Industry has been substantial.

Seed Industry includes firms engaged in the development, commercialization, and marketing of new seed-based technologies; it is characterized by a high level of knowledge intensity, relatively high levels of R&D investment, significant barriers to entry, significant levels of regulation, and relatively few products in the market.

The organized seed industry in India is just over forty years old. Yet, its growth has been phenomenal. India is one of the few countries where the seed sector is already reasonably advanced. The Indian seed industry has grown in size and value over the last five decades. In 2010 2011, the Indian seed industry generated revenues between US$1.5 billion and $1.7 billion and was ranked the worlds fifth largest seed market. It is currently estimated to be growing at an average rate of 12 13% per annum.

Opportunities

? Technological advances and policy reforms have opened up new opportunities for growth in Indias seed and agricultural biotechnology industries.

? The participation of private seed companies has been increasing rapidly.

Threats

? Inadequate Working Capital during the peak period. ? Dependency on monsoon.

? Change in crop pattern by farmers

Segment wise performance:

Segment wise sales breakup of the Company for the Financial Year 2017-18, 2018-19 and 2019-2020 is as follows:

Segment wise Sales

Crop Sales for FY 2019- 20 (in Lakhs) % as to the Total Sales for FY 2019- 20 Sales for FY 2018- 19 (in Lakhs) % as to the Total Sales for FY 2018- 19 Sales for FY 2017- 18 (in Lakhs)

% as to the Total Sales for FY 2017- 18

Cotton 235.03 18% 301.71 30% 99.38 11%
Paddy 600.78 45% 441.24 44% 506.30 56%
Maize 306.79 23% 91.76 9% 127.93 14%
Vegetables 127.19 10% 117.65 12% 117.08 13%
Other field Crops 68.54 5% 59.25 6% 52.07 6%
Total 1,338.33 100% 1011.61 100% 902.76 100%

Risk and Concerns:

? High dependency on weather, irregular climate, Deficient and delayed monsoon, Unseasonal rain, drought etc. have major impact on agriculture industry. ? Change in crop pattern, prices & farmers willingness and ability to spend will be an important driver to demand generation. Much competition in domestic as well as global.

Internal Control Systems and their adequacy:

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations and protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.

Financial Performance with respect to Operational Performance:

Particulars 2019- 2020 % to revenue 2018- 2019 % to revenue Growth rate
I Revenue from Operations 1349.78 100 1025.04 100 24.06
II Expenses :
Cost of Materials Consumed 517.83 38.36 349.26 34.07 32.55
Purchases of Stock-in-Trade
Changes in Inventories of Finished goods, work-in-progress and Stock-in- Trade 103.48 7.7 275.64 26.89 -166.36
Employee Benefit Expenses 206.81 15.32 153.27 14.95 25.89
Finance Costs 78.47 5.81 413.74 40.36 -427.25
Depreciation & Amortization Expenses 9.7 0.72 15.03 1.47 -55.00
Other Expenses 858.46 63.60 971.3 94.76 -13.15
Total Expenses 1774.74 131.48 2178.24 212.50 -22.74
III Profit/(Loss) before exceptional and extraordinary items and tax -424.96 -31.48 -1153.2 -112.50 -171.37
Exceptional Items 9.33 0.69 -0.13 -0.01 101.43
IV Profit/(Loss) before extraordinary items and tax -415.63 -30.79 -1153.07 -112.49 -177.43
V Profit before tax -415.63 -30.79 -1153.07 -112.49 -177.43
VI Tax Expense:
(1) Income tax 0 0 0 0 0
(2) Current tax 0 0 0 0 0
(3) Deferred tax charge / (credit) 0 0 0 0 0
(4) MAT Credit 0 0 0 0 0
(5) Wealth Tax 0 0 0 0 0
VII Profit after Tax -415.63 -30.79 -1153.07 -112.49 -177.43
VII Earning per
I equity share:
Basic & Diluted -4.39 -12.18

Material Developments in Human Resources / Industrial Relation:

The human resources are the most important assets of an organization. The success or failure of an organization is largely dependent on the caliber of the people working therein. Without positive and creative contributions from people, organizations cannot progress and prosper.

Human Resources / Industrial Relation direct the organizations employee relations function. They develop employee relations policies and ensure consistent application of company policies and procedures. In addition, they are responsible for employee dispute resolution procedures, performing internal audits, and taking appropriate action to correct any employee relations issues.

We have favorable work environment that encourages innovation and meritocracy. We focus on attracting the best and brightest talent and the meritocracy is the sole criteria for selection. The Company firmly believes that manpower is the most important asset, above all. Company enjoys cordial industrial relations with its employees.

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Companys objective, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the

Companys operations include, among others, economic conditions affecting demand / supply and price conditions in the domestic market in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors.

ANNEXURE IV

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Rule Particular
(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. As the Company is in growing stage, hence the Directors of the Company (including Independent Directors) have not drawn any managerial remuneration till date.
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Manager, Company Secretary in the financial year. There is no increase in the remuneration of any Director, Chief Financial Officer, Manager and Company Secretary in the financial year 2019-20.
(iii) The percentage increase in the median remuneration of employees in the financial year. Increase in Median Nil
(iv) The number of permanent employees on the rolls of the company. 71
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. As the Company is in growing stage, hence the Directors of the Company (including Independent Directors) have not drawn any managerial remuneration till date. Therefore the comparison is not possible.

(vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

VII Top Ten Employees in terms of remuneration drawn during the year 2019-20. Details given in table below:

Top Ten Employees in terms of remuneration drawn during the year 2019-20

Sr. No Name Designation Remuneration (In Rs.) Qualification & Experience

Date of Commencement of employment

Age in Years

Particular of last employment

1 VENKATA RAVI KUMAR SINGAMSETTY GENERAL MANAGER 12,00000 M.B.A & 23 02-04-2016 52

NATH BIO- GENES(I)LTD.

2 SANTOSH MAHADEORAO NATKUT SR. PRINCIPAL SCIENTIST 12,00000 MSC AGRI IN PLANT PATHOLOGY 01-08-2019 53 KURNOOL SEEDS PVT LTD.
3 MADHAV KUMAR GAUTAM REGIONAL MANAGER 6,36,000 & 24 B.SC. (AGRI) &18 01-09-2019 46

SEMILLAS FITO INDIA PVT LTD.

4 RAGHAVENDRA T PLANT MANAGER 6,00,000 BE & 20 01-03-2019 37

PRASAD SEEDS PVT LTD. ACCOUNTS

5 YOGESH SHALIGRAM SHELKE MANAGER 5,76,000 M.COM & 16 19-11-2007 37 WORK (SELF EMPLOYMENT)
6 UJWALA DEEPAK KULKARNI ADMINISTRATOR 5,70,000 B.COM & 16 01-01-2010 52 EXPERT HUMAN RESOURCES DEVELOPMENT SOCIETY
7 SUKHDEV PUNDLIK TUPE AREA SALES MANAGER 5,40,000 DIPLOMA IN AGRO JOURNALISM & 15 25-01-2020 38

ANKUR SEEDS PVT.LTD

8 UDAY KUMAR REGIONAL MANAGER 5,04,000 MA (AGRI ECONOMICS) &29 04-01-2020 58

YASHODHA HYBRID SEEDS

9 BHAUSAHEB RAMDAS SULTANE ASST. MANAGER 4,80,000 Diploma in Agri. &13 25-03-2017 33 GREEN GOLD SEEDS PRIVATE LIMITED VIBHA
10 KIRAN ESSAMPALLI ASST. MANAGER 4,80,000 M.SC (Botany) & 9 01-04-2013 36 AGROTECH LTD.

Notes:

1. The employees have adequate experience to discharge responsibilities assigned to them.

2. None of the employees are relatives of the Directors of the Company.

3. The nature of employment is not contractual.

4. No employee listed above holds by himself / herself or along with his / her spouse and dependent children any Equity Shares of the Company except Mr. Yogesh Shelke who holds 0.22% Equity Shares.