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BABA AGRO FOOD LTD.

25 February 2021 | 03:31

Industry >> Agricultural Products

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ISIN No INE672X01010 BSE Code / NSE Code / Book Value (Rs.) 61.96 Face Value 10.00
Bookclosure 28/09/2018 52Week High 70 EPS 14.95 P/E 4.68
Market Cap. 92.63 Cr. 52Week Low 35 P/BV / Div Yield (%) 1.13 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2018-03 

Dear Members,

The directors are pleased to present before you the 10th Annual Report of the Company along with the audited financial statement for the year ended on 3lst March 2O18.

1. Financial Result

The financial performance of the Company for the Financial Year ended on 3lst March, 2018 and for the previous Financial Year ended on 3lst March, 2017 is given below:

Rs. In Lacs

Particulars

2017-18

2016-17

Gross Revenue

21,686.64

8,2lO.65

Profit Before Interest & Depreciation

l,O53.42

649.1O

Depreciation

296.93

296.37

Profit before Tax (PBT)

612.13

175.22

Provision for Tax

2O3.23

57.94

Profit After Tax (PAT)

4O8.9O

117.28

Provision for Proposed Dividend including tax

-

-

Profit for the year carried to Reserve & Surplus

4O8.9O

117.28

Earnings Per Share (EPS)

3.16

O.93

2. Operations:

For the financial year 2O17-2O18, your Company recorded net revenue of Rs. 2,168.66 million as against Rs. 821.O1 million in the previous year and thereby recorded growth of 164% in the net sales. The key growth driver during the year was mainly due to increasing own production than that of job work for others and also increasing the sale of premium segment products. Your company continues its vision to be leaders in the Non Basmati Rice.

For the financial year 2O17-2O18, the Company achieved Profit before tax of Rs. 6l.2l million as against Rs. 17.52 million for previous financial year. The major driver for the increase in profit is increasing production for its own marketing rather than that of job work for others. We concentrated in our own production and marketing the products in our own brands 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 8 (Eight) times and Board Meetings were held as on the following dates:

Sl. No.

Date of the Board Meeting

l

O1.O4.2O17

2

O9.O5.2O17

3

O6.O6.2O17

4

O2.O9.2O17

5

22.O9.2O17

6

13.11.2O17

7

3O.O1.2O18

8

O9.O3.2O18

Attendance of the Directors:

Sl. No.

Name of the Director

No. of Board Meeting

Held

Attended

l.

Mr. Gyan Prakash Sahu

8

8

2.

Mr. Yogesh Kumar Sahu

8

8

3.

Mr. Jeevan Prasad

8

8

4.

Mr. Rajesh Agrawal

8

8

5.

Mrs. Binita Sahu

8

8

6.

Mr. Manish Kumar Mantri

8

8

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 3l, 2018 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 judgements 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 3l, 2O18;

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;

e) 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

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.

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 3l, 2O18.

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 l34(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. The State of Company's Affairs

During the year under review the Company has put all its efforts in serving required products to all its customers on time. The turnover during the reporting period amounted to Rs.21,686.64 Lacs The directors are thankful to all its suppliers for on time delivery of the products. The effort of our suppliers is the backbone to our Company.

11. 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.

12. Reserves

The Company has Closing Balance of Rs. 791.15 Lacs as Reserve and Surplus as on 3l.O3.2Ol8. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sl. No.

Particulars

Amount (Rs. In Lacs)

l

Opening Balance

112.25

2

Profit for the year

4O8.9O

3

Share Premium

27O.OO

Total

791.15

13. Material Changes and Commitments, if any affecting the Financial position of the Company occurred between the end of the Financial Year to which the Financial Statements relates and the date of the Report

No material changes and commitments, affecting the financial position of the Company occurred between the ends of the Financial Year to which the Financial Statements relates till the date of the Report.

14. Initial Public Offer

During the year the Company came out with Initial Public Offering of 35,OO,OOO Equity Shares at a face value of Rs. 10/- and a premium of Rs. 45/-. Your Directors are pleased to inform that the Company had successfully completed its Initial Public Offer.

The Company had received trading approval of 13232971 Equity Shares on EMERGE SME Platform of NSE with effect from September 26th, 2017 having the symbol "SKML".

The Company confirms that the Annual Listing Fees to NSE for the Financial Year 2O18-19 has been paid.

15. 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.

16. 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 l34(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.

B. 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.

C. Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and outgo is US $ 72OOO towards import of assets.

17. 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.

18. Directors and Key Managerial Personnel:

The Board of Directors appointed Mr. Rajesh Agrawal (DIN: O6448O58) as Whole-time Director (Executive Director) w.e.f. from Ol.O4.2Ol7.

Change in Designation of Designation of Directors:

During the Financial Year 2O17-18 the following changes in the designation of the Directors were effected:

Mr. Yogesh Kumar Sahu, Chairman and Managing Director

Designation of Mr. Yogesh Kumar Sahu changed from Whole time Director and CFO to Chairman and Managing Director w.e.f. Ol.O4.2Ol7, which was approved by the shareholders at their Ninth AGM dated O6.O6.2Ol7 for 3 years commencing from 01.04.2017 to 3l.O3.2O2O Mr. Yogesh Kumar Sahu shall be liable to retire by rotation.

Mr. Gyan Prakash Sahu, Whole time Director

Designation of Mr. Gyan Prakash Sahu changed from Director to Whole time Director w.e.f. Ol.O4.2Ol7, which was approved by the shareholders at their Ninth AGM dated 06.06.2017 for 3 years commencing from Ol.O4.2Ol7 to 3l.O3.2O2O. Mr. Gyan Prakash Sahu shall be liable to retire by rotation.

Chief Financial Officer(CFO)

During the Financial year 2O17-18, Mr. Rajesh Agrawal was appointed as Chief Financial Officer of the Company, pursuant to the provisions of the Companies Act, 2O13.

Compliance Officer and Company Secretary

During the Financial Year 2O17-18, Ms. Namrata Maheswari resigned from the post of Company Secretary.

Ms. Shilpa Burman was appointed as Company Secretary & Compliance Officer, pursuant to the provisions of the Companies Act, 2013

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name

Designation

DIN

l.

Mr. Yogesh Kumar Sahu

Chairman / Managing Director

OO194221

2.

Mr. Gyan Prakash Sahu

Whole-time Director

O2139226

3.

Mr. Rajesh Agrawal

Whole-time Executive Director

O6448O58

4.

Mr. Jeevan Prasad

Independent Director

O2486814

5.

Mrs. Binita Sahu

Non Executive Woman Director

07792268

6.

Mr. Manish Kumar Mantri

Independent Director

07794554

7.

Mr. Rajesh Agrawal

Chief Financial Officer

-

8.

Ms. Shilpa Burman

Company Secretary

-

19. Declaration of Independent Directors

The independent directors of the Company Mr. Jeevan Prasad and Mr. Manish Kumar Mantri 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 l6(l) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2O15. The confirmations were noted by the Board.

20. Formal Annual Evaluation Process by Board:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, 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.

21. 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.

22. Subsidiaries, Joint Ventures and Associate Companies

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

23. Deposits

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor reviewed any deposits during the financial year.

24. Statutory Auditors

M/s N.K. Kejriwal & Co., Chartered Accountants, who were appointed as Statutory Auditors of the Company at its 9th AGM held on O6.O6.2Ol7 for 5 years and hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company and have given their resignation.

M/s Agrawal Shukla & Co,, Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company, which is subject to Shareholders' approval. The Board of Directors has proposed the appointment of M/s Agrawal & Shukla & Co., Chartered Accountants as the statutory Auditor of the company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013 (subject to the ratification of their appointment at every AGM of the company), to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

25. Secretarial Auditor

The Board appointed M/S Birendra Banka & Associates, Company Secretaries to conduct Secretarial Audit for the Financial Year 2O17-18. The Secretarial Audit Report for the Financial Year ended 3lst March, 2018 is enclosed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

26. Disclosures

A. Composition of Audit Committee

The Board of Directors in its meeting held on March 3l, 2017 constituted an Audit Committee in Compliance with the provision of Section 177 of the Companies Act, 2O13. During the year under review, meeting of Audit Committee was held on 9th May, 2017 and 13th November, 2017 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

2

Mr. Jeevan Prasad, Independent Director

Member

2

2

Mr. Gyan Prakash Sahu, Wholetime Director

Member

2

2

B. Composition of Nomination & Remuneration Committee

The Board of Directors in its meeting held on March 3l, 2017 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2O13.

During the year under review, Meeting of Nomination and Remuneration Committee was held on 1st April 2017 and 8th September 2017 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. Manish Kumar Mantri, Independent Director

Chairman

2

2

Mr. Jeevan Prasad, Independent Director

Member

2

2

Mr. Binita Sahu, Non-Executive Non-Independent Director

Member

2

2

C. Composition of Stakeholder's Relationship Committee

The Board of Directors in its meeting held on April lst, 2017 constituted a Stakeholder's Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2O13.

During the year under review, meeting of Nomination and Remuneration Committee was held on 25th September 2017 and 2nd February 2018 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. Jeevan Prasad, Independent Director

Chairman

2

2

Mrs. Binita Sahu, Non-Executive Non-Independent Director

Member

2

2

Mr. Rajesh Agrawal, Executive Director

Member

2

2

27. 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.

28. 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, 2O14.

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, 2O14.

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, 2O14.

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, 2O14.

E. Initial Public Offer

During the year under review, the Company came out with an Initial Public Offering of 35,OO,OOO Equity Shares at a face value of Rs. lO/- each and a premium of Rs. 45/- each. The Company received the trading approval for total 13232971 Equity Shares on EMERGE SME Platform of NSE with effect from September 26th 2017 having the symbol "SKML".

29. 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(l) 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.

30. Management Discussion and Analysis Report

Management Discussion & Analysis report for the year under review as stipulated 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.

31. Disclosure under Sexual Harrassment 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, 2O13.

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

SRI KRISHNA METCOM LIMITED

Sd/-

Place: Ranchi Yogesh Kumar Sahu

Date: August 23, 2018 Chairman