R J Bio-Tech Ltd
Directors Reports
To the Members,
Your directors have pleasure in presenting the Sixteenth Annual Report on the business
and operations of Company and the financial accounts for the year ended 31st
March, 2022.
FINANCIAL HIGHLIGHTS
The financial highlights of your Company, for the year ended 31st March,
2022 are summarized below:
|
|
(Rs. In Lakhs) |
| Particulars |
2021-2022 |
2020-2021 |
| Net Sales |
1,389.68 |
1,579.61 |
| Less: Total Expenses |
1,847.03 |
2,850.85 |
| Operating Profit |
(389.95) |
(1,271.24) |
| Less: Interest Expenses |
14.94 |
(296.93) |
| Profit Before Tax |
(404.90) |
(1,568.18) |
| Profit After Tax |
(404.90) |
(1,568.18) |
| Surplus carried forward to Balance Sheet |
(404.90) |
(1,568.18) |
| Basic Earnings per share (In Rs.) |
(9.67) |
(16.56) |
OPERATIONAL REVIEW
Kindly refer to Corporate Governance Report and Management Discussion & Analysis
annexed as ANNEXURE I and III forms part of this report.
DIVIDEND
There is no profit during financial year 2021-22 to the company. Board of Directors has
not recommended dividend for the period.
SHARE CAPITAL
The paid up equity share capital as on 31st March, 2022 was Rs.
9,46,76,000/- divided into 94,67,600 equity shares of face value of Rs.10/- each. There
was no public issue, rights issue, bonus issue or preferential issue, etc. during the
year. The Company has not issued shares with differential voting rights, sweat equity
shares, nor has it granted any stock options.
FINANCIAL STATEMENTS
Full version of the Annual Report 2021-22 containing complete Balance Sheet, Statement
of Profit & Loss, other statements and notes thereto, prepared as per the requirements
of Schedule III to the Companies Act, 2013, Directors' Report (including Management
Discussion and Analysis, Corporate Governance Report) are being sent via email to all
shareholders who have provided their email address (es).
Full version of Annual Report 2021-22 is also available for inspection at the
registered office of the Company during working hours upto the date of ensuing Annual
General Meeting (AGM). It is also available at the Company's website at www.rjbiotech.com.
SUBSIDIARIES
The Company does not have any subsidiary within the meaning of the Companies Act, 2013.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as ANNEXURE
IV.
THE CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in ANNEXURE V which
forms part of this Report
STATUTORY AUDITORS
In the 15th Annual General Meeting of the Company, M/s S M Bangad & Co,
Chartered Accountants, Aurangabad (Firm Registration No. 100974W), were appointed as the
Statutory Auditors of the Company to hold office until the conclusion of the 20th
Annual General Meeting.
STATUTORY AUDITORS COMMENTS ON THEIR REPORT:
The Statutory Auditors have made certain disclaimer. The disclaimer made by the
Statutory Auditors in the Auditors Report is as follows:
1. Following events or conditions indicate that a material uncertainty exists that may
cast significant doubt on the Company's ability to continue as a going concern and
therefore, it may be unable to realise its assets and discharge its liabilities in the
normal course of business. The financial statements (and notes thereto) do not disclose
this fact. However, the standalone financial statements of the Company have been prepared
on a going concern basis.
We draw attention to the standalone financial statements, which indicates that -
? The Company has incurred a net loss of Rs. 9.16 Crores during the year ended 31st
March, 2022 and also its current liabilities over current assets exceeded by Rs.
48.07 Crores.
? The Company has accumulated losses and its Net Worth has been fully eroded.
? The Company's financing arrangements expired and the amount outstanding of Rs. 46.84
Crores was payable on March 31, 2022. The Company has been unable to renegotiate or obtain
replacement financing and the loan to the company is currently classified by bank as
Non-Performing Asset. The bank has recently declared the company as a willful defaulter
and hence further alternate financing from the banking system seems to be difficult.
2. Under the Micro, Small & Medium Enterprises Development Act, 2006 which came
into force from 2nd October, 2006, certain disclosures are required to be made
relating to Micro, Small & Medium Enterprises. No such disclosures are made in
financial statements, in the absence of relevant information with the Company which is not
in compliance with the requirements of Schedule III of the Companies Act, 2013.
3. The Company has not determined the liability towards retirement benefits, such as
leave encashment, etc. as per the Accounting Standard 15-"Employee Benefits"
prescribed under Section 133 of the Companies Act, 2013. No provision has been made in the
books of accounts for the above liability as per the actuarial valuation report. The
financial statements do not disclose the financial impact of the above provisions. The
Loss in the statement of Profit & Loss and Current Liabilities are understated to that
extent. This constitutes a departure from the Accounting Standard -15 "Employee
Benefits".
4. The company has changed its policy for accounting of interest on loans payable to
bank during the year. The company had not accounted for interest payable during the
previous year, while it has accounted for the same during the current year. Due to the
same the loss for the year has increased by Rs.10,92,35,253/- and the liabilities have
increased to the same extent.
5. As a result of the matters stated in Para (i), Para (ii) Para (iii) & Para (iv)
above, we were unable to determine whether any adjustments might have been found necessary
in respect of recorded assets and liabilities in the Balance Sheet and the corresponding
elements making up the Statement of Profit and Loss and Cash Flow Statement.
DIRECTORS COMMENTS ON THE STATUTORY AUDITORS REPORT
1. The Company is taking steps to revive effectively in coming years. The company
proposes to restructure its debt obligations. The promoters has infused unsecured loan of
Rs. 3.31 Cr. till 31/03/2022 to operate the activity smoothly. The Company is having
experienced marketing staff and good dealers and distributors network to increase the
sales. The company is having wide range of varieties of field crops and vegetables.
2. In the matter of Willful defaulter the company is in consultation with its legal
counsels, to challenge the decision by taking appropriate legal action that may be
required in this regard.
3. The company has sent necessary communication to all the vendors to confirm their
MSME Status, however the confirmation is awaited.
4. Company has obtained demand note for every year from LIC towards the trust created
for Gratuity / Retirement Benefits/ Leave Encashment as per the Accounting Standard 15.
The said amount as per demand note issued by LIC is adjusted against the unpaid amount
pending with LIC.
5. Due to the account is NPA, company has not accounted for interest on loans taken
from banks.
SECRETARIAL AUDITOR
As per the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s Nitin S. Sharma & Associates, Practicing Company
Secretaries, Aurangabad to undertake the Secretarial Audit of the Company for the FY
2021-22. The Secretarial Audit Report in Form No MR-3 for the FY 2021-22 is annexed
herewith as ANNEXURE II and forms a part of this report.
There are no qualifications or observations or other remarks mentioned by the
Secretarial Auditors in their Report for the financial year 2021-22 which call for any
explanation from the Board of Directors.
ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial
Control (IFC) means the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial Controls with reference to the financial statements to be
disclosed in the Board's report. The Company has a well-placed, proper and adequate IFC
system which ensures that all assets are safeguarded and protected and that the
transactions are authorised, recorded and reported correctly.
The Internal Auditors are an integral part of the internal control system of the
Company. To maintain its objective and independence, the Internal Auditors report to the
Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control systems in the Company.
The Management has been also taking effort to more improve internal financial control
at all level of the company.
DIRECTORS
Mr. Prashant Chandresh Shukla appointed as an Independent Director (Independent) on 04th
March, 2021.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Act, the Independent Directors of the Company have
submitted their declaration confirming compliance with the criteria of independence as
stipulated under Section 149(6) of the Act.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1) Ruchita Zalte - Company Secretary
2) Mr. Yogesh Shelke - Chief Financial Officer
ANNUAL RETURN
The Annual Return as required under section 92 and section 134 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website (www.rjbiotech.com).
CORPORATE GOVERNANCE
Company continues to adhere to better Corporate Governance, true & fair practices.
A detailed report is annexed as ANNEXURE I and forms part of this report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The details regarding the number of meetings of the Board of Directors and Committee
meetings during the period under review is given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations 2015, the Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and analysis is annexed as ANNEXURE
III and forms part of this report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the Company has in place a vigil mechanism for
Directors and employees of the Company.
NOMINATION AND REMUNERATION POLICY
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies
Act, 2013, the Nomination and Remuneration Committee of the Board of Directors has in
place a policy which deals with the manner of selection of Board of Directors and Managing
Director and their remuneration. The objectives and key features of this policy are:
a) Formulation of the criteria for determining qualifications, positive attributes of
directors, Key Managerial Personnel (KMP) and senior management personnel and also
independence of Independent Directors;
b) Aligning the remuneration of Directors, KMPs and senior management personnel with
the Company's financial position, remuneration paid by its industry peers etc.;
c) Performance evaluation of the Board, its committees and Directors including
Independent Directors;
d) Ensuring Board diversity;
e) Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down; and
f) Directors' induction and continued training.
The Nomination and Remuneration policy of the Company is available on Company's website
www.rjbiotech.com.
RELATED PARTY TRANSACTIONS
Pursuant to Sub-Section 1 of Section 188 of the Companies Act, 2013, all transactions
with related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and
the details have been disclosed in the Financial Statements as required by AS- 18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Company has complied the provisions of Section 185 and 186. The Company has not given
any guarantee to others.
DISCLOSURE ON AUDIT COMMITTEE
The Audit Committee as on March 31, 2022 comprises of the following Independent
Directors:
1. Mr. Prashant Chandresh Shukla (Chairman)
2. Mr. Balram Ramchandra Yerme ( Member)
3. Ms. Aditi Raghavendra Joshi ( Member)
All the recommendations of the Audit Committee were accepted by the Board of Directors.
RISK ASSESSMENT AND MANAGEMENT
Your company is exposed to various business risks. These risks are driven through
external factors like economic environment, competition, regulations etc. Your Company has
been on a continuous basis reviewing and streamlining its various operational and business
risks involved in its business. Your Company also takes all efforts to train its manpower
from time to time to handle and minimize these risks.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that no material departures have been made from the same;
b) 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 the end of the financial year and of the
profits and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF COMPANIES
ACT, 2013
During the financial year ended 31st March, 2022, there were no frauds
reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the
Companies Act, 2013.
FIXED DEPOSITS
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013
during the period under review.
CONTINGENT LIABILITIES
The details of contingent liabilities are given in the Notes to Financial Statements.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with its employees at all levels. Your Directors
appreciate the support and co-operation provided by all the employees.
LISTING
Your Company's shares continue to be listed on the SME platform of BSE Limited and are
actively traded.
POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an
Internal Complaints' Committee. The following is a summary of sexual harassment complaints
received and disposed off during the year.
No. of complaints received: Nil
No. of complaints disposed off: NA
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND CODE OF PRACTICES AND PROCEDURES
FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time, the Company has in place the Code
of Conduct for prevention of Insider Trading and code of practices and procedures for fair
disclosure of unpublished price sensitive information. The Code of Conduct is available on
the Company's Website www.rjbiotech.com.
POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY
In compliance with Regulation 9 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
the Company has in place policy for preservation of document.
ACKNOWLEDGEMENTS
Your Directors are pleased to express their gratitude for all the co-operation and
assistance received from bankers, members, customers, vendors, various Government
authorities and employees for their support and faith in the Company.
For and on Behalf of Board
HARSHWARDHAN JOSHI
(Chairman)
DIN:06742716.
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