Raghuvansh Agrofarms Ltd Directors Report.

TO SHARE HOLDERS

The Board of Directors has pleasure in presenting the Twenty Third Annual Report along with the Audited Accounts for the year ended on 31st March, 2019.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

During the year under review, performance of your company as under:

Amount (in Rs.)

Particulars Year ended 31st March 2018 Year ended 31st March 2019
Turnover 232726228 4221744461
Profit/(Loss) before taxation 43440047 56194167
Less : Tax Expense 5697330 11295110
Deferred Tax 614640 163053
Profit/(Loss) after tax 38357357 45062110

CONSOLIDATED FINANCIAL RESULTS

The consolidated performance of the group as per consolidated financial statements is as under:

Amount (in Rs.)

Particulars Year ended 31st March 2018 Year ended 31st March 2019
Turnover 285649393 4374064362
Profit/(Loss) before taxation 59092520 95010099
Less : Tax Expense 6822330 17220110
Deferred Tax 925905 (326530)
Profit/(Loss) after tax 53196095 77463459

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

As it is known that since beginning your company has been doing agriculture activities and most of its business operations are related to cultivation of various kinds of organic vegetables, grains, cereals, vegetables, flowers and organic manure. Company is also progressing in trading activities of these produces along with other products.

Dairy farming business of the company is also flourishing. Company has put the best efforts to enhance the production and distribution of dairy products. It is expected that company would explore more opportunities in dairy activities in coming time.

Company has made various agreements with ICAR (Indian Council of Agricultural Research) to improve the quality of produce of cultivation and increase in production of the product. The Scientists of the ICAR timely providing training to our staff to achieve the said objective and keep monitoring the performance and production as well.

And Company is engaged in Bio Gas Power Plant which is being run successfully.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there is no change in the nature of the business of the company.

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL

During the year, there is no change is the share capital of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2019, the Company has not transferred any amount to Balance Sheet under the head "General Reserve Account".

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company had appointed M/s. V AGNIHOTRI & ASSOCIATES in place of M/s. DEEDWANIA A & CO., a firm of the Company Secretaries in Practice, to undertake the secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31, 2019, is annexed herewith marked as Annexure -1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board at its meeting held on 04th April, 2019 has re -appointed M/s. V AGNIHOTRI & ASSOCIATES Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2019-20.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT - 9, for the Financial Year 2018 -19 has been enclosed with this report as an annexure - 3 and the annual return as and when made be available in the website of the Company at www.raghuvanshagro.com

NUMBER OF MEETINGS OF THE BOARD

During the year only 06 Meetings of the Board of Directors held, the intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

SI. No. Date of the Meeting
1. 28.05.2018
2. 21.06.2018
3. 06.08.2018
4. 13.11.2018
5. 24.12.2018
6. 15.02.2019

(a) Composition

• The Board Comprises of five directors, one of them is Managing Director.

• The office of Managing Director is held by Mr. Subodh Agarwal one of the Promoters of the company. On 15.02.2019 Mr. Subodh Agarwal is further appointed for a period of 05 years as a Managing Director of the Company w.e.f. 01.04.2019.

• The office of chairman is held by Mr. Vishal Maheshwari who is an Independent Director of the Company.

(b) Category and Attendance of each director at the Board meetings and the last AGM.

Name DIN Category of Directorship No. of Board Meeting Attended Attendance at last AGM
Mr. Subodh Agarwal 00122844 Managing Director- ED 06 Present
Mrs. Renu Agarwal 01767959 ED 05 Present
Mr. Vishal Maheshwari 06766258 NED -I 06 Present
Mr. N S Goel 02325340 NED -I 04 Absent
Mr. Neerai Agarwal 07718447 NED 04 Absent

ED - Executive Director

NED - I - Non -Executive - Independent Director

(c) Number of other Companies in which Director of the Company is a Director:

Name of Director No. of Directorships in other Boards
Mr. Subodh Agarwal 05
Mrs. Renu Agarwal Nil
Mr. Vishal Maheshwari 01
Mr. N.S.Goel Nil
Mr. Neerai Agarwal Nil

COMMITTEES OF THE BOARD

During the year, there has been following constitution of the committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

Details of the committees

Sl. No. Name of the Committee Chairman Member Member
1. Audit Committee Vishal Maheshwari Niranjan Swaroop Goel Subodh Agarwal
2. Nomination & Remuneration Committee Niranjan Swaroop Goel Vishal Maheshwari Neeraj Agarwal
3. Stakeholder Relationship Committee Vishal Maheshwari Subodh Agarwal Neeraj Agarwal

Presently there are three Committees of the Board, they are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

I. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Vishal Maheshwari (Chairman - Non Executive Independent Director), Mr. Subodh Agarwal (Member-Whole Time Director), Mr. Niranjan Swaroop Goel (Member- Independent Director). All the recommendations made by audit committee were accepted by Board.

i. Terms of Reference: The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. Vishal Maheshwari Chairman 05
Mr. Subodh Agarwal Member 05
Mr. N S Goel Member 05

iii. Details of Audit Committee Meetings held during the year under review: During the year there were 05 meetings of the Audit Committee held. The intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sr. No. Date
1. 28.05.2018
2. 21.06.2018
3. 06.08.2018
4. 13.11.2018
5. 12.02.2019

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

II. Nomination and Remuneration Committee

i. Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. N S Goel Chairman 02
Mr. Vishal Maheshwari Member 02
Mr. Neeraj Agarwal Member 01

The meetings of the Committee were held on 07.06.2018 & 12.02.2019.

iii. Remuneration Policy

Remuneration policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non -executive Directors, Executive Directors and Key Managerial Personnel of the Company based on evaluation criteria such as industry benchmarks, companys annual performance & its strategy, expertise, talent and meritocracy.

Directors express their satisfaction with the evaluation process.

Details of remuneration paid to Managing Director for the year under review:

Name of the Director Salary Commission Performance linked bonus Perquisites and Contribution to Provident Fund Terms of appointment
Mr.Subodh Agarwal 6,00,000 05 Years, (From 01/04/2019 To 31/03/2024)

III. Stakeholders Relationship Committee

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. Vishal Maheshwari (Ind. Director) Chairman 01
Mr. Subodh Agarwal Member 01
Mr. Niranian Swaroop Goel (In. Director) Member 01

The meeting of the Committee was held on 12.02.2019 which was attended by all the members.

> The Company Secretary of the Company acts as the Secretary to the Committee.

> There was no complaint received from the shareholders during the period under review as per the report provided by the Registrar and Transfer Agent, hence there are no pending Complaints.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans and Investments covered under provision of section 186 of the Companies Act, 2013 are stated in the notes of financial statements.

RELATED PARTY TRANSACTION

All Related Party Transactions (RPT) that were entered into during the financial year were on an arms length basis and in the ordinary course of business and do not have potential conflicts with the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-5 in Form AOC - 2 and the same forms part of this report.

SUBSIDIARY

There are two subsidiaries of Raghuvansh Agrofarms Limited:

1. Sanjeevani Fertilizers and Chemicals Private Limited(SFCPL)

Sanjeevani Fertilizers and Chemicals Pvt. Ltd. is unlisted subsidiary of the Raghuvansh Agrofarms Limited which holds 51.00% of the total equity share capital of the SFCPL. SFCPL is primarily engaged in cultivation of fruits. Sanjeevani has orchards of Pomegranate, Guava and Banana etc. The Orchards of SFCPL span across 1.888 hectares of farm land located at Village Gaur Pathak, Tehsil Pokhrayan, District Ramabai Nagar (Old Kanpur Dehat). The said farm land is owned by SFCPL. The gross revenue of the company stood at Rs. 2,22,34,337/ - (previous year Rs. 2,34,29,097/ -). Profit after Tax stood Rs. 1,08,88,787/- (Previous year Rs. 1,01,29,171/ -).

2. Kanpur Organics Private Limited(KOPL)

Kanpur Organics Private Limited is unlisted subsidiary of the Raghuvansh Agrofarms Limited as it holds 94.78% of total equity Shares of the Company. KOPL is primarily engaged in the production of Organic Manure. The gross revenue of the company stood at Rs.13,18,52,926 /-[Previous year Rs. 3,10,46,924/ -]. Profit after Tax Rs.2,15,12,563 / - (Previous year Rs. 47,09,567/ -).

The details of financial performance of Subsidiaries are furnished in annexure -4 and attached to this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, Increases in labor, personnel and benefit costs, may adversely affect our business operations, as well as our operating results. To mitigate such risk the management is always vigilant to overcome the aforesaid problem by applying appropriate technology, employing deserving executives, proper reporting and recording of data, timely evaluation and best decisions making.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Neeraj Agarwal, Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment, apart from him, there is one Managing Director, one Executive Director and rest of the Directors are Independent Directors.

During the financial year under review, on 31st May, 2018 Mr. D. P. Singh had resigned from the post of Chief Financial Officer of the Company. Mrs. Renu Agarwal, being a Director of the Company, had been appointed as a Chief Financial Officer of the Company in a duly convened Board Meeting held on 21.06.2018. On 15.02.2019 Mr. Shailendra Kumar Shukla had been appointed as a Chief Financial Officer (CFO) of the company in place of Mrs. Renu Agarwal who had resigned from the post of CFO on the same day 15.02.2019.

Except as above there was no change has taken place in the position of Directors and KMPs held by them in the Financial Year 2018 -19.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PUBLIC DEPOSITS

As on March 31, 2019, there are no public deposits. There are no deposits that remain unclaimed. The company has not renewed/ accepted fixed deposits and therefore there is no information required to be furnished in respect of outstanding deposits.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non -Executive Directors are Independent in terms of regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

• Mr. Vishal Maheshwari

• Mr. Niranjan Swaroop Goel

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations along with other rules and regulations applicable, if any, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is as per the provisions of the of the Companies Act 2013 and applicable regulations of SEBI(LODR) Regulations 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

PARTICULARS OF EMPLOYEES

The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as an annexure -6 and none of the employee is drawing remuneration of Rs.5,00,000/ - or more per month if employed for a part of the year or Rs.60,00,000/ - if employed throughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our company for the period ended on 31st March, 2019.

AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report which is annexed hereto and forms part of the Annual Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) having its office at 18 -B, NAVEEN MARKET, KANPUR-208001, UTTAR PRADESH, the Statutory Auditors of the Company, has been appointed in an Extra- ordinary General Meeting held on 20.04.2018 to fill the casual vacancy caused by the resignation of M/s. U. Narain & Company Chartered Accountants, for the audit of accounts for the financial year 2017 -18.

Further, M/s. KAMAL GUPTA ASSOCIATES (Firm Reg. No.: 000752C) has been appointed as Statutory Auditors of the Company for a period of five years from the conclusion of Annual General Meeting held on 08.09.2018 till the conclusion of 27th Annual General Meeting.

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "15(2) : The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of-15(2)(b): the listed entity which has listed its specified securities on the SME Exchange:

Provided that for other listed entities which are not companies, but body corporate or are subject to regulations under other statues, the pro visions of corporate go vernance pro visions as specified in regulation 17,17A 18, 19, 20,21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.

Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

There were no complaints received during the financial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS -21 on Consolidated Financial Statements read with Regulation 33 of the SEBI (LODR) Regulations, 2015 the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended on March 31, 2019 are provided in the Annual Report.

A statement containing the salient features of the financial statements of each of the subsidiary in the prescribed Form AOC -1 are annexed (Annexure -4).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No material changes have been occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, report known as Business Responsibility Report (BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has ventured into the field of renewable energy. The Company has been successfully running a Bio Gas Power Plant on pilot basis at its Kapli Farms. The said plant has been operational for a period of more than 3 years. Apart from that, the Company has commissioned 1000 M3 capacity Bio Gas Plant for Power Generation at the factory premises of its subsidiary, Sanjeevani Fertilizers and Chemicals Private Limited and has entered into Memorandum of Understanding.

There was no foreign exchange inflow or Outflow during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended on March 31, 2019, the applicable accounting standards have been followed.

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 March 31, 2019 and of the profit of the Company for the year ended on that date.

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

iv. The Directors have prepared the annual accounts for financial year ended on March 31, 2019 on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DETAILS

The company has adopted number of codes and policies to comply with the provisions of various applicable rules, regulations and act and uploaded the same on the website of the company if required by the concerned law.

ACKNOWLEDGEMENT

We thank our customers, business associates, bankers, government authorities and other stakeholders for their continued support during the year.

We wish to convey our deep appreciation to the suppliers/vendors for their valuable support. We also place on record our sincere appreciation for the enthusiasm and commitment of Companys employees for the growth of the Company and look forward to their continued involvement and support.

Place: Kanpur By order of the Board of Directors
Date: 20.08.2019 For Raghuvansh Agrofarms Limited
- Sd- - Sd-
(Subodh Agarwal) (Renu Agarwal)
Managing Director Director
DIN: 00122844 DIN: 01767959