Raghuvansh Agrofarms Ltd Directors Report.

The Board of Directors has pleasure in presenting the Twenty Fifth Annual Report along with the Audited Accounts for the year ended on 31st March, 2021.

FINANCIAL RESULTS:

STANDALONE FINANCIAL RESULT

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

Amount (in Rs.)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Turnover 54653572 158300921
Other Income 20890303 10752078
Profit/(Loss) before taxation 46568973 60029695
Less : Tax Expense 8034727 41269
Deferred Tax 114852 (363638)
Profit/(Loss) after tax 38419394 60352064

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 2021 Year ended 31st March 2020
Turnover 192953573 434236339
Other Income 26851343 12592463
Profit/(Loss) before taxation 56745690 98415958
Less: Tax Expense 10715847 838501
Deferred Tax 313089 (283882)
Profit/(Loss) after tax 45716754 97861339

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year, company has continued the same business activities but made the value addition by upgrading the technology.

Company had ventured in new activities and accordingly established various plants i. e. Jaggery Plant, Aeroponic Plant and Lab for Cordyceps which are running successfully.

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 other agricultural products. Apart from that Company is also running business of organic manure successfully. Company is also engaged 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 even during lockdown imposed by Central/State Authorities due to Pandemic Covid. It is expected that company would explore more opportunities in dairy activities in coming time.

Company is also engaged in generation of power through Bio Gas Power Plant and that is running 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 in 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, 2021, the Company has not transferred any amount to Balance Sheet under the head "any specific reserve".

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 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, 2021, 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 25th June, 2021 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 2021-22.

ANNUAL RETURN

The annual return as and when made, will be available at the website of the Company at www.raghuvanshagro.com

NUMBER OF MEETINGS OF THE BOARD

During the year only 08 Meetings of the Board of Directors held, the intervening gap between meetings was within the period prescribed under the Companies Act, 2013.

Sl. No. Date of the Meeting
1. 11.06.2020
2. 24.07.2020
3. 02.09.2020
4. 09.10.2020
5. 21.10.2020
6. 11.11.2020
7. 15.12.2020
8. 04.02.2021

(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.

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 08 Present
Mrs. Renu Agarwal 01767959 ED 08 Absent
Mr. Vishal Maheshwari 06766258 NED-I 08 Present
Mr. N S Goel 02325340 NED-I 08 Present
Mr. Neeraj Agarwal 07718447 NED 02 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 04
Mrs. Renu Agarwal Nil
Mr. Vishal Maheshwari 01
Mr. N.S.Goel Nil
Mr. Neeraj 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

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 Niranjan Swaroop Goel
4. Corporate Social Responsibility Committee Vishal Maheshwari Subodh Agarwal Neeraj Agarwal

During the year there were four Committees of the Board, they are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility 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 04
Mr. Subodh Agarwal Member 04
Mr. N S Goel Member 04

iii. Details of Audit Committee Meetings held during the year under review: During the year there were 04 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. 10.06.2020
2. 24.07.2020
3. 11.11.2020
4. 04.02.2021

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 00

The meetings of the Committee were held on 10.06.2020 and 11.11.2020. 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. Niranjan Swaroop Goel (In. Director) Member 01

The meeting of the Committee was held on 04.02.2021 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.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

i. Terms of Reference

The terms of reference of this Committee are wide enough covering the matters specified under the Companies Act, 2013 and its rules i.e. The Companies (Corporate Social Responsibility Policy) Rules, 2014.

ii. Composition, Name of Members and Chairperson

Name Designation No. of Meetings Attended
Mr. Vishal Maheshwari (Ind. Director) Chairman 02
Mr. Subodh Agarwal Member 02
Mr. Neeraj Agarwal (Non Exe. Director) Member 00

The meetings of the Committee were held on 24.07.2020 and 01.08.2020 which were duly attended by the members.

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-2 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 an 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. 2,65,71,619/- (previous year Rs. 2,42,40,724/-). Profit after Tax stood Rs. 76,77,299/- (Previous year Rs. 1,42,84,894/-

2. Kanpur Organics Private Limited (KOPL)

Kanpur Organics Private Limited is an 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. 10,76,34,822/-[Previous year Rs.24,32,93,715/-]. Profit after Tax Rs. 11,90,469/- (Previous year Rs. 2,32,24,379/-).

The details of financial performance of Subsidiaries are furnished in Annexure-3 and attached to this report.

RISK MANAGEMENT

Adverse weather conditions, future climate changes, increases in labor, personnel and benefit costs, Global Pandemic 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 two Directors are Non-Executive Independent Directors.

On 02nd June, 2020 Mr. Shailendra Kumar Shukla had resigned from the post of Chief Financial Officer of the Company and at his place on 11.06.2020 Mr. Arpit Agarwal had been appointed as a Chief Financial Officer of the Company. Later on, on 11.11.2020 Mr. Arpit Agarwal resigned from the post of Chief Financial Officer and at his place Mr. Vikas Mishra was appointed as the Chief Financial Officer of the Company.

Except as above there was no change has taken place in the position of Directors and KMPs held by them in the Financial Year 2020-21.

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, 2021, 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

And pursuant to the Companies (Appointment And Qualification of Directors) Rules, 2019 all the Independent Directors of the Company have registered themselves with Independent Directors Data

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations along with other rules and regulations applicable, if any, 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. 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-4 and none of the employee is drawing remuneration of Rs.8,50,000/- or more per month if employed for a part of the year or Rs.1,02,00,000/- if employed throughout the period.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee of the Board has formulated and recommended to the Board a CSR Policy indicating CSR Activities which can be undertaken by the Company.

The Company has identified focus areas for CSR Initiatives which includes:

1. Eradicating hunger, poverty and malnutrition

During the year under review, your company deployed more than 2% of its average net profits (computed as per the relevant provisions of the Companies Act, 2013) of the Preceding years on CSR Projects, fully utilizing the required amount.

The CSR Report on activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-5 to this report.

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) has been appointed as Statutory Auditors of the Company for a period of five years from the conclusion of 22nd 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 provisions of corporate governance provisions 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 2020-21 and hence no complaint is outstanding as on 31.03.2021 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, 2021 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-3).

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

No such change or events occurred which effects the Financial Position of the Company.

But due to lock down imposed by Regulatory Authorities caused by PANDEMIC COVID-19. The company has implemented remote working policies and continued the same till the approval of the respective authorities, at the Corporate Office as well as registered office of the Company. There was no significant impact of the COVID-19, on the Financial or Non-Financial Parameters of the Company except slight slowdown in the business Operations due to lock down, imposed by the Government.

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 had 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 4 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, 2021, 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, 2021 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, 2021 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: 13.08.2021 For Raghuvansh Agrofarms Limited
-Sd- -Sd-
(Subodh Agarwal) (Renu Agarwal)
Managing Director Director
DIN: 00122844 DIN: 01767959