Riddhi Siddhi Gluco Biols Ltd Directors Report.

To

The Members,

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 28th Annual Report and the Audited Accounts for the Financial Year ended on 31st March 2019.

FINANCIAL RESULTS:

(Rs. in lakhs)
PARTICULARS Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue from operations and other Income 23367.71 44014.13
Profit before Interest, Depreciation and Tax 7867.54 5020.77
Finance Cost 1757.73 3687.82
Profit before Depreciation and Tax 6109.81 1332.95
Depreciation 1135.89 1123.92
Profit /(Loss) before Tax and Exceptional items 4973.92 209.03
Exceptional Items - -
Net Tax Expense (benefit) 521.21 (3695.84)
Net Profit 4452.71 3904.87

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the financial year 2018-19, the revenue from operation and other income of the Company has decreased from Rs.44014.13 lakhs to Rs.23367.71 lakhs. Though, decrease in total revenue of the Company net profit of the Company increased from Rs.3904.87 lakhs to Rs.4452.71 lakhs. The Board is hopeful to get better result in the next year.

DIVIDEND:

Your Directors recommended a dividend of Rs.2/- (Two Rupees ) per share on fully paid up equity shares of the face value of Rs.10/- (Ten Rupees) each i.e., 20% on paid up equity share capital of the Company for the financial year ended on 31st March, 2019.

The total outgo towards dividend would be Rs.142.72 lakhs excluding Tax on dividend.

TRANSFER TO RESERVE:

The Board does not proposed to carry any amount to reserves out of profit.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

DEPOSIT:

During the period under review, Company has not accepted or renewed any deposits from the public.

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2019 stood at Rs.7,13,63,860/-. During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants. During the year Company has redeemed 50 lakhs, 8% Non-Cumulative Redeemable Preference Shares of Rs.10/- each at face value.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ganpatraj L. Chowdhary (DIN: 00344816), Managing Director of the Company will retire by rotation in the ensuing 28th Annual General Meeting and being eligible offer himself for reappointment. During the year, Mrs. Urvi Desai was appointed as an Additional Independent Director of the Company w.e.f 14.02.2019. Further, on recommendation of Nomination and Remuneration committee Mr. Sathymurthy Rajagopal (DIN:0013097), Board has proposed to re-appoint him for further period of 5 years.

Further, Mrs. Vaishali Patel, independent director of the Company has resigned from the Board of Directors of the Company w.e.f. 12.02.2019 due to personal reasons and Mr. Kinjal Shah, Company Secretary of the Company has resigned on 09.01.2019. The Company expresses sincere gratitude to them for the contribution made during their tenure as Director/Company Secretary of the Company. Mr. Sharad Jain was appointed as Company Secretary of the Company w.e.f. 14.02.2019.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

During the year, four Board Meetings were convened. The dates on which the Board Meetings were held are 30.05.2018, 14.08.2018, 14.11.2018 and 14.02.2019.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

During the year under review, one meeting of Independent Directors was held on 14.02.2019 and two meetings of Corporate Social Responsibility Committee were held on 30.05.2018 and 14.02.2019.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

i. that in the preparation of the annual statements, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that accounting policies had been selected and applied them consistently except which has been mentioned in notes and 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 ended on 31st March, 2019 and of the profit and loss of the company for that period;

iii. 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;

iv. the Directors had prepared the annual accounts 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; and

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.

DETAILS OF COMMITTEE OF DIRECTORS:

Detail note on Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, CSR Committee, Finance & Investment Committee and Stake Holders Relationship/ Investor Grievances Committee of Directors, number of meetings held of each Committee during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in Annexure I to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors: Independent Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return for the year ended on 31.03.2019 in form MGT-9 is annexed herewith as Annexure II. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Companys website at www.riddhisiddhi.co.in.

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at www.riddhisiddhi.co.in .

RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. Though, rules relating to Risk Management Policy does not applicable to the Company, Company has voluntarily adopted the Risk Management Policy and uploaded the same on Companys website at www.riddhisiddhi.co.in .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has following subsidiaries but does not have any associate company and joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.

Sr. no. Name of Entity CIN/LLPIN Status
1 Shree Rama Newsprint Limited L21010GJ1991PLC019432 Subsidiary
Village Barbodha, Taluka Olpad, District Surat – 395 005 Gujarat
2 Riddhi Siddhi Estate Creator LLP AAG-0739 Subsidiary
10, Abhishree Corporate Park, Nr. Swagat Bunglows BRTS Bus Stand, Ambali – Bopal Road, Ambli, Ahmedabad – 380 058
3 Riddhi Siddhi Infraspace LLP AAG-5189 Subsidiary
10, Abhishree Corporate Park, Nr. Swagat Bunglows BRTS Bus Stand, Ambali – Bopal Road, Ambli, Ahmedabad – 380 058

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:

A statement containing the salient features of the financial statement of the Companys subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as Annexure-III in prescribed form AOC-1.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC 2 as annexed Annexure-IV. In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Material Related Party Transactions which is also available on Companys website at www.riddhisiddhi.co.in .

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Limited till the signing date. The Company has paid the requisite listing fees to the stock exchange.

DELISTING OF SHARES:

The Company had received a letter dated 07.12.2017 from Mr. Ganpatraj L. Chowdhary, Promoter and Managing Director of the Company expressing his intention to provide an exit opportunity to the public shareholders of the Company [defined to mean all the shareholders of the Company other than the Promoter Group Members and hereinafter referred to as the ("Public Shareholders") in accordance with the Delisting Regulations. The Acquirer/ Promoter shall purchase the entire 17,96,634 Equity Shares of Rs. 10/- each representing 25.18% of the Equity Capital of the Company, held by the Public Shareholders, in order to voluntarily delist the Equity Shares of Riddhi Siddhi Gluco Biols Limited (RSGBL) from the stock exchange i.e. BSE. Pursuant to receipt of the letter dated 07.12.2017, the Board of Directors of the Company ("Board of Directors") at its meeting held on 12.12.2017 took on record the said letter and consented to the Delisting Offer in terms of Regulation 8(1) (a) of the Delisting Regulations subject to consent of the Public Shareholders.

A special resolution had been passed by the shareholders of Riddhi Siddhi Gluco Biols Limited through postal ballot, the result of which was declared on 02.02.2018 and notified to the BSE by the Company vide letter dated 02.02.2018, approving the delisting of the Equity Shares in accordance with the Delisting Regulations. The votes cast by the Public Shareholders in favour of the Delisting were more than two times the number of votes cast by the Public Shareholders against it.

The Company has received in-principle approval for the proposed delisting of equity shares from BSE vide their letter no. DCS/DEL/HM/IP/1286/2017-18 dated 20.2.2018.

BSE informed the Company on March 21, 2018 vide Notice 20180321-38 & Notice 20180321-47 that the delisting process is on hold as per directions of SEBI till further instruction.

In-principle approval granted by the Exchange to the proposed voluntary delisting of securities of Company has been withdrawn after following due process by exchange. Consequently, the shares/funds will be returned back to the shareholders / promoters respectively, immediately upon expiry of seven working days i.e. on January 7, 2019.

However, Order dated January 04, 2019 passed by Honble Securities Appellate Tribunal (SAT) in the matter of one investor in the issue viz. Shobhendra Mansukhlal Daruwala (Appellant) versus Securities and Exchange Board of India (SEBI) & Others (Respondents), the funds deposited in the Escrow Account by the Acquirer/Promoter of the Company shall not be returned to the Acquirer/Promoter. However, the shares will be returned back to the shareholders on January 07, 2019, as advised earlier. Honble SATs Order dated February 21, 2019 in the aforesaid matter, the interim order dated January 04, 2019 stands vacated and accordingly the funds/amount deposited in the Escrow Account by the Acquirer/Promoter of the Company shall be returned to the Acquirer/Promoter.

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

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company as Company was not engaged in any manufacturing during the year under review. Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs.23.53 lakhs toward interest and repayment of external commercial borrowing during the year under review.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Report on Corporate Governance, Management Discussion & Analysis Report, in terms of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is made part of this report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed to this Annual Report.

PARTICULARS OF EMPLOYEES :

Company does not have any employees who is drawing remuneration in excess of limit prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as Annexure- V.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Ravi Kapoor & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2019. Secretarial Audit Report issued by M/s. Ravi Kapoor & Associates, Company Secretaries, in form MR-3 forms part of this report and marked as Annexure-VI.

CASH FLOW STATEMENT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Annual Report.

AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W), were reappointed as Statutory Auditors of the Company for a period of five consecutive years i.e. from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2021.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(i) By the Statutory Auditors in their report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the Company Secretary in Practice. except one observation mentioned by Secretarial Auditor in the matter of delisting of equity shares of the Company that Independent Oversight Committee of Listing Function of BSE Ltd. has passed an order dated 26th December, 2018 alleging certain violations and withdrawing the in-principle delisting approval. In the said matter Securities Appellate Tribunal vide its order dated 21st February, 2019 has noted that the irregularities are being investigated by Securities and Exchange Board of India (SEBI) and has directed SEBI to complete the investigation expeditiously.

Reply of Director:

With respect to above observation of Secretarial Auditor in the matter of delisting of equity shares of the Company, your Directors submit that as the final investigation by SEBI is pending therefore we are not in a position to comment in this matter.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The provisions regarding Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013 are applicable to the Company and constituted the Internal Complaint Committee as per the provisions regarding Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013. There is no complaints received or pending till 31st March, 2019 under the said policy.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report

SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:

Provisions of maintenance of Cost Accounts and Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and provisions regarding appointment of Cost Auditors are not applicable to the Company.

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Companys website at www.riddhisiddhi.co.in .

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

For and on behalf of the Board of Directors
(Ganpatraj L. Chowdhary)
Date: 12.08.2019 Chairman and Managing Director
Place: Ahmedabad DIN: 00344816

Annexure - III

Form AOC-I

[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

(Rs. In Lakhs)

Name of the subsidiary :- SHREE RAMA NEWSPRINT LIMITED RIDDHI SIDDHI ESTATE CREATOR LLP RIDDHI SIDDHI INFRASPACE LLP
1 The date since when subsidiary was acquired: 24-Jul-15 30-Mar-16 30-May-16
2 Reporting period for the subsidiary concerned, if different from the holding companys reporting period: N.A. N.A. N.A.
3 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries: N.A. N.A. N.A.
4 Share capital / Partners Capital 14,752.20 602.39 30,131.37
5 Reserves & surplus : 30,260.37 58.51 -4,109.63
6 Total assets : 86,328.28 2,517.72 36,309.64
7 Total Liabilities : 86,328.28 2,517.72 36,309.64
8 Investments : 9,566.05 9.90 3,000.00
9 Turnover : 50,382.76 2,654.54 -
10 Profit before taxation : 3,822.74 136.37 -1,884.58
11 Provision for taxation : - 44.53
12 Profit after taxation : 3,822.74 91.85 -1,884.58
13 Proposed Dividend : - - -
14 Extent of shareholding 64.84 99.00 99.95
(in percentage) :

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil

Part "B": Associates and Joint Ventures

(Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures)

Name of Associates/ Joint Ventures Name
1. Latest audited Balance Sheet Date
2. Date on which the Associate or Joint Venture was associated or acquired
3. Shares of Associate or Joint Ventures held by the company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extent of Holding (in percentage) N.A.
4. Description of how there is significant influence
5. Reason why the associate/joint venture is not consolidated
6. Networth attributable to Shareholding as per latest audited Balance Sheet
7. Profit or Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

1. Names of associates or joint ventures which are yet to commence operations: NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year: NIL

ANNEXURE -IV

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis

a Name(s) of the related party and nature of relationship Kavita Chowdhary (Wife of Mr. Siddharth G. Chowdhary, Whole Time Director of the Company)
b Nature of contracts/arrangements/transactions Payment of rent for using of office premise by the Company
c Duration of the contracts / arrangements/transactions: 3 years
d Salient terms of the contracts or arrangements or transactions including the value, if any Payment of rent of Rs. 4,37,000/- per month plus service tax/ GST
e Justification for entering into such contracts or arrangements or transactions It is necessary to avail office premises on rent for using the said premises as registered office.
f Date(s) of approval by the Board 13.08.2016, 30.05.2017 (Supplementary Agreement)
g Amount paid as advances, if any Nil
h Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Not Applicable

2. Details of material contracts or arrangement or transactions at arms length basis

a Name(s) of the related party and nature of relationship Bluecraft Agro Private Limited (Enterprise controlled by or over which Director of the Company able to exercise significant influence)
b Nature of contracts/arrangements/transactions Trading of Agricultural Commodities
c Duration of the contracts / arrangements/transactions: As per terms of contract/arrangement
d Salient terms of the contracts or arrangements or transactions including the value, if any Amount of Rs. 373.64 Lakhs received for sale of Agricultural commodities.
e Date(s) of approval by the Board 30.05.2018
f Amount paid as advances, if any Nil
g Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Not Applicable

Annexure-V

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

Particulars Name of the Directors and Designation
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year; Mr. Ganatraj L. Chowdhary Managing Director 19.03:1
Mr. Siddharth G. Chowdhary Whole Time Director 10.15:1
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Mr. Ganatraj L. Chowdhary Managing Director Nil
Mr. Siddharth G. Chowdhary Whole Time Director Nil
Mukesh Samdaria Chief Financial Officer 46.91%
Kinjal Shah Company Secretary 18.27%
Sharad Jain Company Secretary Nil

 

(iii) The percentage increase in the median remuneration of employees in the financial year; 11.57%
(iv) The number of permanent employee on the roll of Company; 12
(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. There were no increments in remuneration of managerial personnel in the last Financial Year except Chief Financial Officer and Company Secretary. Increment of CFO was 46.91% and increment of Company Secretary was 18.27% as against 11.57% for non-managerial personnel.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company. It is hereby affirmed that remuneration paid is as per the Nomination and Remuneration policy of the Company