Ratnamani Agro Industries Ltd Directors Report

2016 -17 To,

The Members,

Mahavir Green Crop Limited

Your Directors are pleased to present the 44 th Annual Report and the Company’s audited accounts for the financial year ended March 31, 2017.

Financial Results

The Summarized performance of the Company for the financial years 2016-17and 201516 is given below:

Particulars	31.03.2017	31.03.2016
Revenue from Operations	721000	913030
Other Income	--	--
Total Revenue	721000	913030
Total Expenditure ( including Change in Inventories)	708790	899853
Profit Before Tax	12210	13177
Less: Tax expense/ Deferred tax liability	--	--
Profit after Tax	12210	10137
Earnings Per Share	0.00	0.00

OPERATIONAL OVERVIEW

For the year ended 31^st March, 2017, your Company has reported total revenue and net profit after taxation of Rs.721000/- and Rs. 12210/- respectively as compared to last

year’s total revenue and net profit after taxation of Rs. 913030/- and Rs. 10137/- respectively. Directors are striving hard to improve the performance of the Company.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31st March, 2017 considering the current position of the Company.

TRANSFER TO RESERVES

The Company has not transferred any portion of profits to General Reserve Account for the financial year.

SHARE CAPITAL

During the year under review, the Company had paid up Capital of Rs. 53212900 comprising of 5321290 Equity Shares of 10/- Each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings :	: NIL
ii. Foreign Exchange Outgo :	: NIL

MATERIAL CHANGES AND COMMITMENTS

There was change is registered office of the Company two times during the financial year except that 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 to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report is attached herewith as ANNEXURE - I.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company’s operation in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II .

RELATED PARTIY DISCLOSURES

During the year there was no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment and Re-Appointment:

Mr. Rokibhau Vaghela has resigned from the Directorship and Mr. Paras Shah appointed as Additional Director The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

BOARD EVALUATION

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 Audit and Nomination and Remuneration Committee.

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 judgement 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 Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

No Company has given remuneration to Director hence, this clause is not applicable. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to the company.

STATUTORY AUDITORS’ AND THEIR REPORT AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules, M/s. Kamlesh bhojani & associates, Chartered Accountants, be appointed as statutory auditor he Company, to hold office from the conclusion of this Meeting until the conclusion of s of t the next Annual General Meeting (AGM) of the Company.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Jatin Kapadia, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

The Secretarial Auditors’ comments and Boards explanation are as under:

A) The Company has closed its register of members and given advertisement but copy of the same is not available with the Company for my verification.

B) The Company has not appointed internal Auditors for the year under reviewed.

C) the Company has not appointed Company Secretary.

D) As per explanation given by the management of the Company, the Company had sent Annual General Meeting Notice to the Members of the Company but the Company has not served me proof for sending said Notice to Member.

E) As per the Clause 41 of the erstwhile Listing Agreement, it is necessary to obtain Limited Review and / or Audit Report from Statutory Auditors having peer review certificate issued by the ICAI. As per information provided by the management of the Company, the Auditors do not possess any peer review certificate.

F) As per information provided by the Company that the Company published advertisement for the quarter result and/or financial result as per the Clause 41 of erstwhile listing agreement but same is not available for my assessment.

G) The Nomination and Remuneration Committee was not duly constituted as per the provisions of the Act.

H) The Company has not appoint CFO

I) Notice and other relating data for Board Meeting is not available to inspection.

J) Certain forms are not submitted with ROC

K) Minutes books are not available to inspection

L) The Company has not paid listing fees

M) The Company has not complied with Clause 41 of the listing agreement

N) The Company has not complied with secretarial standard

Above qualification is self explanatory and not call for further qualification.

RISK MANAGEMENT POLICY

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil

Mechanism for directors and employees to report genuine concerns has been established.

DIRECTORS’ RESPONSIBILITY STATEMENT

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 profit and loss of the company for that period;

c. the directors had 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. 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.

CORPORATE GOVERNANCE

As per Regulation 15 of of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Corporate Governance is not applicable to the Company

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming

part of the Annual Report.

LISTING

The equity shares of the Company are listed with BSE Limited.

CHANGE IN THE NATURE OF BUSINESS

The Company is working in the same Business line. During the financial 2015-16, the Company has not made any Changes in the Nature of its Business.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the Financial Year under reviewed, the Board of Directors of the Company met for 9 times.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company’s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials

and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Ahmedabad	By and on behalf of
Date: 14th August, 2017	For Mahavir Green Crop Limited
	(Previously known As Ratnamani Agro Industries Ltd)
	PARAS VINODCHANDRA SHAH
	Director sd/-
	DIN: 00341800