To
The Members,
Baba Agro Food Limited
(Formerly known as Sri Krishna Metcom Limited)
Dear Members,
Your directors are pleased to present before you the 12th Annual Report of
the Company along with the audited financial statement for the year ended on 31st
March 2020.
1. Financial Result
The financial performance of the Company for the Financial Year ended on 31st
March, 2020 and for the previous Financial Year ended on 31st March, 2019 is
given below: Rs. In Lacs
| Particulars |
2019-20 |
2018-19 |
| Gross Revenue |
54300.13 |
46,041.75 |
| Profit Before Interest & Depreciation |
3962.59 |
2,438.86 |
| Depreciation |
638.82 |
291.02 |
| Profit before tax |
2748.84 |
1,974.05 |
| Tax Expenses |
770.2 |
544.72 |
| Profit After Tax |
1978.64 |
1,429.33 |
| Provision for Proposed Dividend including Tax |
- |
- |
| Profit for the year carried to Reserve & Surplus |
1978.64 |
1429.32 |
| Earnings Per Share |
14.95 |
10.80 |
2. Operations:
For the financial year 2019-2020, your Company recorded net revenue of Rs. 5430.01
million as against 4,604.17 million in the previous year and thereby recorded growth of
17.94% in the net sales. The key growth driver during the year was mainly due to
utilization of enhanced of capacity at Ranchi unit as well as brining up new unit at
Aurangabad Bihar which results into increase in production and increase in the sale of
premium segment products. Your company continues its vision to be leaders in the Non
Basmati Rice.
For the financial year 2019-2020, the Company achieved Profit before tax of Rs. 274.88
million as against Rs. 197.41 million for previous financial year. The major driver for
the increase in profit is due to utilization of enhanced capacity as well as increments of
capacity by establishing new unit at Bihar, increase in sale of Premium products and
broadening the market base. We concentrated in premium product marketing as well as
broadening the market base as well also launching the premium segment products with higher
profitability.
3. Change in the Nature of Business, if any:
There were no changes in the nature of business of the Company during the year under
review.
4. Annual Return:
The extract of Annual Return pursuant to the provisions of Section 92 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
in Form No. MGT-9 is enclosed herewith as Annexure I.
5. Board Meetings and Attendance:
The Directors of the Company met at regular intervals with the gap between two meetings
not exceeding 120 days to take a view of the Company s policies and strategies apart from
the Board matters. The notices of the Board meetings are given well in advance to all the
Directors of the Company. Additional meetings were held depending upon the requirements of
the Company.
During the year under review, the Board of Directors met 10 (Ten) times and Board.
Meetings were held as on the following dates:
| Sl. No. |
Date of the Board Meeting |
| 1 |
25.05.2019 |
| 2 |
17.06.2019 |
| 3 |
20.08.2019 |
| 4 |
15.10.2019 |
| 5 |
14.11.2019 |
| 6 |
17.12.2019 |
| 7 |
24.12.2019 |
| 8 |
31.12.2019 |
| 9 |
14.01.2020 |
| 10 |
17.03.2020 |
Attendance of the Directors:
| Sl. No. |
Name of the Director |
No. of Board Meeting |
|
|
Held |
Attended |
| 1 |
Mr. Gyan Prakash Sahu |
10 |
10 |
| 2 |
Mr. Yogesh Kumar Sahu |
10 |
10 |
| 3 |
Mr. Jeevan Prasad |
2 |
2 |
| 4 |
Mr. Rajesh Agrawal |
10 |
10 |
| 5 |
Mrs. Binita Sahu |
7 |
7 |
| 6 |
Mr. Manish Kumar Mantri |
10 |
8 |
| 7 |
Mrs. Rakhi Sahu |
1 |
1 |
| 8 |
Mr. Manish Kumar Sahu |
5 |
5 |
| 9 |
Mrs.Sasmita Mohantay |
6 |
0 |
| 10 |
Mr. Pankaj Harlalka |
5 |
4 |
| 11 |
Mr. Manoj Kumar Chaudhary |
5 |
4 |
6. Director s Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) and Section 134(5) of the
Companies Act, 2013 to the best of their knowledge and belief the Board of Directors
hereby submit that:
a) In the preparation of the Annual accounts, for the year ended on March 31, 2020
the applicable accounting standards have been followed and there are no material departure
from the same;
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 for the Financial Year
ended on March 31, 2020;
c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 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; The
directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively and e) 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.
7. Comment on Auditor s Report
There were no qualifications, reservations, adverse remarks or disclaimer made by the
auditors in their report for the financial year ended on March 31, 2020.
8. Particulars of Loans, Guarantees of Investments made under the provisions of
Section 186 of the Companies Act, 2013
The details of loans, investment, guarantees and securities covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in the financial
statement.
9. Particulars of Contracts or arrangement made with Related Parties
During the year under review, contracts or arrangements entered into with the related
party, as defined under Section 2(76) of the Companies Act, were in ordinary course of
business and at arm s length basis. Details of the transactions pursuant to Compliance of
Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are enclosed herewith as Annexure II. During the year the Company has
not entered into any materially significant related party transactions which may have
potential conflict with the interest of the Company at large. Suitable disclosures as
required are provided in AS-18 which is forming the part of the notes to financial
statement.
10. Internal Financial Control Systems and their Adequacy
The Company has its internal financial control system commensurate with operations of
the Company. The management regularly monitors the safeguarding of its assets, prevention
and detection of frauds and errors, and the accuracy and completeness of the accounting
records including timely preparation of reliable financial information. The head of
Internal Audit together with External audit Consults and reviews the effectiveness and
efficiency of these systems and procedures to ensure that all assets are protected against
loss and that the financial and operational information is accurate and complete in all
respects.
11. Reserves
The Company has Closing Balance of Rs. 6875.90 Lacs as Reserve and Surplus as on
31.03.2020. The Closing Balance of Reserve and Surplus is bifurcated as follows:
| Sl. No. Particulars |
Amount (Rs. In Lacs) |
| 1 Opening Balance |
1950.48 |
| 2 Profit for the year |
1978.64 |
| 3 Share Premium |
2777.40 |
| 4 Capital Reserve |
169.38 |
| Total |
6875.90 |
12. Corporate Social Responsibility
During The Financial Year 19-20 Company was liable to Spend Rs.18, 66,460
towards CSR and Company successfully spend the same in various social activities as per
the CSR Policy of the Company. For the FY 2020-2021 Company is liable to spend
Rs.30,63,102 towards CSR and Company is planning accordingly to spend the same.
13. Transfer to the Investor Education and Protection Fund
During the year under review, the provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and paid in last seven years so the
Company was not required to transfer any amount to the Investor Education and Protection
Fund (IEPF) established by Central Government pursuant to the provision of Section 125(e)
of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from
the date it became due for repayment.
14. Conversion of Energy, Technology Absorption, Foreign Exchange Earnings and outgo.
The information pertaining to conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.
A. Conservation Energy: i. The steps taken or impact on conservation of energy:
The Company lays great emphasis on savings in the cost of energy consumption.
Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in
the company. The Company ensures optimal use of energy with minimum extent of wastage as
far as possible. The day to day consumption is monitored in an effort to save energy.
ii. The steps taken by the Company for utilizing alternate source of energy:
The Company is exploring an alternate source of energy for internal generation of power
for captive consumption.
iii. The capital investment on energy conservation equipment:
Company has not made any capital investment on energy conservation equipment.
iv. Technology Absorption:
The Company is always in pursuit of finding the ways and means to improve the quality
and reduce the cost of its products. The company has not imported any technology during
the year nor has separate independent research and development activity and hence as such
no material amount of expenditure was incurred on technology and research and development
activity.
B. Foreign Exchange Earnings and outgo:
During the Financial year under review, the foreign exchange earnings is Nil and outgo
is US $ 57,800; GBP 1,60,000 and EURO 9,81,000 towards import of assets.
15. Statement concerning development and implementation of Risk Management Policy of
the
Company
The Company has in place, a mechanism to identify, assess, monitor and mitigate various
risks towards the key business objectives of the Company. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis.
16. Directors and Key Managerial Personnel:
There has been following changes in the Board of Directors and Key Managerial Personnel
during the period under review.
| Name of Director/KMP |
Designation |
change |
Effective Date |
| Mr. Jevan Prasad |
Independent Director |
Resignation |
19/08/2019 |
| Mrs. Binita Sahu |
Non Executive Director |
Resignation |
17/12/2019 |
| Mrs. Rakhi Sahu |
Non Executive Director |
Appointment |
17/03/2020 |
| Mr. Manish Kumar Sahu |
Managing Director |
Appointment |
17/12/2019 |
| Mrs. Sasmita Mohantay |
Independent Director |
Appointment |
20/08/2019 |
| Mrs. Sasmita Mohantay |
Independent Director |
Resignation |
10/03/2020 |
| Mr. Pankaj Harlalka |
Independent Director |
Appointment |
17/12/2019 |
| Mr. Manoj Kumar Chaudhary |
Independent Director |
Appointment |
17/12/2019 |
| Ms. Kumari Deepshikha |
Company Secretary |
Resignation |
14/01/2020 |
| Ms. Swati |
Company Secretary |
Appointment |
14/01/2020 |
* Mr. Jeevan Prasad resigned from 19/08/2019
** Ms Swati appointed as Company sectary wef 14/01/2020 by Board of Directors after
resignation of Ms. Kumari Deepshikha on same date.
17. Declaration of Independent Directors
The independent directors of the Company Mr. Pankaj Harlalka and Mr. Manoj Kumar
Choudhary have confirmed to the Board that they meet the criteria of independence as
specified under Section 149(6) of the Companies Act 2013 and they qualify to be the
Independent Directors. They have also confirmed that they meet the requirements of
Independent Director as mentioned under Regulation 16(1) (b) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
18. Formal Annual Evaluation Process by Board:
Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees including the Chairman of the Board on the basis of
attendance, contribution and various criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc
were carried out. The Directors expressed their satisfaction with the evaluation process
and outcome. The performance of each of the non-independent directors (including the
Chairman) was also evaluated by the Independent Directors at separate meeting held of
Independent Directors of the Company.
19. Corporate Governance
Since the Company s securities are listed on EMERGE SME Platform of NSE, by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 the compliance with the Corporate Governance provisions as specified in Regulations
17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E
of Schedule V are not applicable to the Company. Hence Corporate Governance does not form
part of this Board s Report.
20. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint Venture or Associate Company.
21. Deposits
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor
reviewed any deposits during the financial year.
22. Statutory Auditors
Members of the Company in 10th Annual General Meeting of the Company held on
28.09.2018 appointed M/s Agrawal Shukla & Co, Chartered Accountants as the statutory
auditor of the Company for the tenure of five years starting from the conclusion of 10th
Annual General Meeting till the conclusion of 15th Annual General Meeting
subject to annual ratification by members. Hence, Board hereby proposes for ratification
of appointment of M/s Agrawal Shukla & Co, Chartered Accountants as the statutory
auditor of the Company.
23. Secretarial Auditor
The Board appointed M/S Birendra Banka & Associates, Company Secretaries to conduct
Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for the
Financial Year ended 31st March, 2021 is enclosed herewith as Annexure III to this
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
24. Disclosures
A. Meetings of Audit Committee
During the year under review, there was appointment of Mr. Manoj Kumar Choudhary and
Resignation of Mr. Sasmita Mohanty. Meeting of Audit Committee was held on 25th May, 2019,
and 11th November, 2019 and attendance records of the members of the Committee
are as follows:
| Name |
Status |
No. of the Committee Meeting entitled |
No. of the Committee Meeting attended |
| Mr. Manish Kumar Mantri, Independent Director |
Chairman |
2 |
3 |
| Mr. Manoj Kumar Choudhary, Independent Director |
Member |
0 |
0 |
| Mr. Gyan Prakash Sahu, Wholetime Director |
Member |
2 |
3 |
B. Meetings of Nomination & Remuneration Committee
During the year under review, there was appointment of Mr. Pankaj Harlalka and Mr.
Manoj Kumar Choudhary and Resignation of Mrs. Sasmita Mohanty and Mrs. Binita Sahu in the
committee. Meeting of Nomination and Remuneration Committee was held on 20th August, 2019
and on 14th December, 2019. The attendance records of the members of the
Committee are as follows:
| Name |
Status |
No. of the Committee Meeting entitled |
No. of the Committee Meeting attended |
| Mr. Manish Kumar Mantri, Independent Director |
Chairman |
2 |
2 |
| Mr. Jeevan Prasad, Independent Director |
Member |
1 |
1 |
| Mrs. Binita Sahu, Non-Executive Non-Independent Director |
Member |
2 |
2 |
| Mr. Pankaj Harlalka |
Member |
0 |
0 |
| Mr. Manoj Kumar Choudhary |
Member |
0 |
0 |
C. Composition of Stakeholder s Relationship Committee
During the year under review, there was appointment of Mr. Pankaj Harlalka and Mr.
Yogesh Kumar Sahu in Place Of Mr. Jeevan Prasad and Mrs. Binita Sahu in the Committee.
Meeting of Nomination and Remuneration Committee was held on 30th June 2019 and
2nd October 2019 and the attendance records of the members of the Committee are
as follows:
| Name |
Status |
Committee Meeting No. of the entitled |
Committee Meeting No. of the attended |
| Mr. Jeevan Prasad, Independent Director |
Chairman |
1 |
1 |
| Mrs. Binita Sahu, Non-Executive Non-Independent Director |
Member |
2 |
2 |
| Mr. Rajesh Agrawal, Executive Director |
Member |
2 |
2 |
D. Corporate Social Responsibility Committee
During the year under review, there was appointment of Mr.Manish Kumar Mantri in Place
Of Mrs. Sasmita Mohanty in the Committee. Meeting of CSR Committee was held on 28th
August,2019, 21st December,2019 and 1st March 2020 and the
attendance records of the members of the Committee are as follows:
| Name |
Status |
No. of the Committee Meeting entitled |
No. of the Committee Meeting attended |
| Mr. Rajesh Agrawal, Executive Director |
Chairman |
3 |
3 |
| Mr.Manish Kumar Mantri Independent Director |
Member |
0 |
0 |
| Mr. Yogesh Kumar Sahu Non- Executive Director |
Member |
3 |
3 |
25. Details of significant and material orders passed by the Regulators or Courts or
Tribunals
There were no significant and material orders issued against the Company by any
Regulating authority or court or tribunal that could affect the going concern status and
Company s operation in future.
26. Share Capital
A. Provision of money by company for purchase of its own shares by employees or by
trustees for the benefits of employees
The Company has not made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees as per Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.
B. Issue of Sweat Equity Shares
The Company has not issued any sweat equity share during the financial year in
accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8(13) of the Companies ("Share Capital and Debentures) Rules, 2014.
C. Issue of Equity Shares with Differential Rights
The Company has not issued any equity shares with differential voting rights during the
financial year as per Rule 4(4) of Companies (Share Capital and Debentures), Rules, 2014.
D. Issue of Employee Stock Option
The Company has not issued any employee stock option during the financial year as per
Rule 12(9) of Companies (Share Capital and Debentures), Rules, 2014.
E. Initial Public Offer
During the year under review, there was no Public Offer of Equity Shares.
F. Preferential Issue
During the year under review, the company alloted 10,97,000 (Ten Lakh Ninety Seven
Thousand Only) Redeemable Preference Shares of face value of Rs.10/- each at a price of
Rs. 73/- per share (including a share premium of Rs. 63/- per share) on a private
placement basis to persons as mentioned in Offer Letter on 17th December,2019.
And on 24th December,2019 alloted 28,83,000(Twenty Eight lakh Eighty Three
Thousand Only) Redeemable Preference Shares of face value of Rs.10 each at a price of Rs.
73/- per share (including a share premium of Rs. 63/- per share) on a private placement
basis to persons as mentioned in Offer Letter.
27. Managerial Remuneration
Disclosures of the ratio of the remuneration of each director to the median employee s
remuneration and other details as required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, are enclosed as
Annexure IV.
The details of remuneration paid to the Directors including the Managing Director of
the Company are given in Form MGT-9 forming part of the Directors Report.
28. Management Discussion and Analysis Report
Management Discussion & Analysis report for the year under review as stipulate
under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure V hereto
and forms part of this Report.
29. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition
&
Redressal) Act, 2013
The Company has always been committed to provide a safe and conductive work environment
to its employees. Your Director further state that during the year under review there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
32. Acknowledgements
Your directors would like to place on record their appreciation for the support to the
Company received from the Employees at all levels. Our growth was made possible by their
hard work, solidarity, cooperation and support. We would also like to thank our Bankers,
Associates and all other clients and well-wishers.
|
FOR AND ON BEHALF OF THE BOARD |
|
BABA AGRO FOOD LIMITED |
|
(Formerly known as Sri Krishna Metcom Limited) |
|
Sd/- |
| Place: Ranchi |
Yogesh Kumar Sahu |
| Date: Aug 25, 2020 |
Chairman |
|