To,
The Members,
Your Directors have pleasure in presenting their Seventh Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2022
1. Financial summary or highlights/Performance of the Company
The summarized results of your Company are given in the table below:
|
Amount in Rs. |
|
Current Year |
Last Year |
Particulars |
For the year ended March 31, 2022 |
For the year ended March 31, 2021 |
Total Income |
12,92,07,828 |
6,37,18,114 |
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) |
~ 46,65,610 |
19,01,764 |
Finance Charges |
" 2,416 |
1,67,728 |
Depreciation |
1,24,633 |
3,36,370 |
Exceptional and Extra-Ordinary Items |
-- |
-- |
Provision for Income Tax (including for earlier years) |
|
|
- Current Tax |
-- |
' 3,90,000 |
- Deferred Tax |
14,336 |
(22,896) |
Net Profit/(Loss) After Tax |
45,24,225 |
10,30,562 |
Business Review / State Of The Company's Affairs
There was no change in nature of the business of the Company during the year under
review.
During the year, your Company earned total income of Rs. 12,92,07,828 and Profit of Rs.
45,24,225 for the year ended March 31, 2022.
2. Brief description of the Company's working during the year/State of Company's affair
The Company is involved in.
3. Change in the nature of business, if any
The company was involved in buying, selling, reselling, transporting, storing,
developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever
in all type of goods, kinds, metals, jewelries on retail as well as on wholesale basis in
India or elsewhere. However, after special resolution passed on 30.09.2021. The company
has now changes its business to the following.
To cultivate, grow, produce, harvest raise or deal in agriculture produce as
agriculturists, farmers or gardeners and to set up processing unit for import, export,
distribute or deal in agriculture produce of all description, like fruits, vegetable,
seeds and herbal products and trade in all the products required for cultivation,
harvesting, production and developments of seeds, vegetable, fruits and herbal items.
To cultivate, grow, produce or deal in agriculture produce and to carry on the business
of agriculturists, farmers, gardeners, dairymen, dairy farmers, and to acquire, hold, buy
or acquire freehold or leasehold agriculture land, farm, garden or any other, property and
to act as growers of corn, hay, straw, seeds or animal feed and to deal in live-stock and
deal in such business as may be required by farmers and dealers of agriculture produce.
To carry on the business of planters, growers and cultivators of seeds, vegetable,
fruits and herbs and to cultivate, grow, produce or deal in vegetable, fruits and herbs
and to undertake the activities for its processing, preservation or storage with the
installation for plant, machinery, cold storage, air conditioning, refrigeration and other
equipments and to provide consulting and support services.
The Company got listed on BSE SME IPO Platform on November, 2017.
4. Change in Name
Pursuant to the Change in Objects, the Company changed its Name from MRC EXIM LIMITED
to MRC AGROTECH LIMITED vide Special resolution passed by the members of the company on
30.09.2021
5. Transfer to Reserves:
During the year under review, there is no transfer to reserves.
6. Dividend
In order to conserve the profits incurred by the Company, the Board could not recommend
any dividend for the year under review.
7. Share Capital
There was no change in the capital structure of the company
8. Directors and Key Managerial Personnel
During the year, Mr. Jitendra Dhanaraj Jain (DIN: 00062457) and Mrs. Nilam
Himanshukumar Soni (DIN: 07777282) were the Independent Directors of the Company.
The maximum tenure of Independent Directors is in compliance with the Act. All
Independent Directors have confirmed that they meet the criteria as mentioned under
Regulation 25 of the SEBI Regulations read with Section 149(6) of the Companies Act, 2013.
Mr. KiritKumar Madhavlal Shah is the Managing Director of the Company.
Mr. Sunil Agarwal was Executive Director of the Company who was appointed on 29/07/2021
Mr. Sadanandan Choikandy was appointed as Non Executive Director on 30.05.2022
Mr. Uttam Kumar Singh was appointed as a Non Executive Director on 15.07.2022
Mr Rahul Mathur was appointed as a Company Secretary and Compliance Officer on
28/09/2021
9. Corporate Governance
Corporate Governance is about maximizing shareholders value legally, ethically and
sustainability. The goal of Corporate Governance is to ensure fairness for every
stakeholder. We believe Corporate Governance is critical to enhance and retaining investor
trust.
The Management Discussion and Analysis Report, capturing your Company's performance,
industry trends provided in a separate section and forms an integral part of this report.
10. Particulars of Employees
As required under the provisions of Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, information in respect of employees of the Company is not given, as there were no
employees drawing remuneration beyond the prescribed limit under the above referred
provisions.
11. Board Evaluation
In terms of provisions of the Companies Act, 2013 and Schedule II- Part D of Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit and
Nomination & Remuneration Committees
12. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the median employee's
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. (As per Annexure II)
B) Details of the every employee of the Company as required pursuant to 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
C) Any director who is in receipt of any commission from the company and who is a
Managing Director or Whole-time Director of the Company shall receive any remuneration or
commission from any Holding Company or Subsidiary Company of such Company subject to its
disclosure by the Company in the Board's Report.
D) The following disclosures shall be mentioned in the Board of Director's report under
the heading "Corporate Governance", if any, attached to the financial
statement:
(i) All elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
(ii) Details of fixed component and performance linked incentives along with the
performance criteria;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has been issued at a discount
as well as the period over which accrued and over which exercisable.
13. Details Of Subsidiaries, Joint Ventures And Associate Companies
As on March 31, 2022, the Company had no subsidiary, joint ventures, and associate
companies.
14. Holding Company
As on March 31, 2022, the Company was not a subsidiary of any company.
15. Statutory Auditors and Auditors' Report
M/s A Puri & Co. Chartered Accountants (Firm Registration No. 108231W), Statutory
Auditors of the Company, were appointed within the prescribed limits under Section 141 of
the Companies Act, 2013 has been obtained.
However, Mr. Ashok Puri passed away in April, 2022. Hence, M/s Jain Anil and Associates
(FRN: 0115987W) were appointed as the Statutory Auditors of the Company in place of Mr.
Ashok Puri.
The observations and comments given in the report of the Auditors read and notes to
accounts are selfexplanatory and hence do not call for any further information and
explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report
does not contain any qualification, reservation or adverse remark.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. P Dhanuka &
Associates., Practicing Company Secretary has been appointed as Secretarial Auditors of
the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to this
report. The report is self-explanatory and does not call for any further comments.
17. Internal Audit & Controls:
The Company continues to engage M/s Jain Anil & Associates., as its Internal
Auditor. During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas. Internal Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.
18. Policy:
During the year the Company formulated and adopted Codes under SEBI (Prohibition of
Insider Trading) Regulations, 2015, Whistle Blower Policy/Vigil Mechanism, Risk Management
Policy and also formulated and adopted Code of Independent directors and Code of for Board
and Senior Management.
19. Board of Directors:
Category |
No. of Directors |
Non-Executive & Independent Directors including the Chairman |
2 |
Other Non-Executive Directors |
2 |
Executive Director (CEO & Managing Director) |
2 |
Total |
6 |
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act, 2013 and Regulation 17 (1) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Nilam Soni
(DIN: 07777282), a Woman Director, has been appointed as an Independent Director on the
Board.
Other Relevant details of Directors:
Na)me of Director |
Date of Appointment and Resignation |
Category |
No. of Directorship^ ) held in Indian public &
private Limited Companies |
Committee(s) position |
Member |
Chairman |
Mr. Kiritkumar Madhavlal Shah (DIN 02764071) |
12/10/2015 |
Managing Director |
|
|
2 |
Mr. Sunil Agarwal 29/07/2021 (DIN: 08688234) |
30/07/2021 |
Executive Director |
|
|
1 |
Mrs. Nilam HimanshuKumar Soni (DIN:07777282) |
27/03/2017 |
Independent Director |
1 |
4 |
|
Mr. Jitendra Dhanaraj Jain (DIN: 00062457) |
10/05/2017 |
Independent ' Director |
2 |
4 |
- |
Mr. Praful Indarchand Jain |
01/08/2017 |
Chief Financial Officer |
|
2 |
1 |
Board Meetings held during the year |
|
|
Dates on which the Board Meetings were held |
Total Strength of the Board |
No. of Directors/KMP Present |
30th April, 2021 |
4 |
4 |
29th July, 2021 |
4 |
4 |
06th August, 2021 |
4 |
4 |
08th September, 2021 |
4 |
4 |
15th November, 2021 |
4 |
4 |
2nd March, 2022 |
4 |
4 |
16th March, 2022 |
4 |
4 |
30th March, 2022 |
4 |
4 |
Attendance of KMP in Board Meetings
Mr. Kiritkumar Shah 8/8
Mr. Sunil Agarwal 8/8
Mr. Jitendra Chauhan 8/8
Ms. Nilamben Soni 8/8
Mr Prafulchandra 8/8
Mr. Rahul Mathur 7/7
COMMITTEES OF THE BOARD.
(a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31, 2021 and details of the Members
participation at the Meetings of the Audit Committee are as under:
Name of Director |
Category |
Attendance at the Audit Meetings held on |
|
|
30th April, 2021 |
15th November, 2021 |
30th March, 2021 |
Ms Nilam Himanshukumar Soni |
Non-executive and Independent |
P |
P |
P |
Mr. Jitendra Dhanraj Jain |
Non- executive and Independent |
P |
P |
P |
Mr. Sunil Agarwal |
Executive and NonIndependent |
P |
P |
P |
Mr Praful Indarchand Jain |
Executive and NonIndependent |
P |
P |
P |
The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, some of the important
functions performed by the Audit Committee are:
a. the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
b. review and monitor the auditor's independence and performance, and effectiveness of
audit process;
c. examination of the financial statement and the auditors' report thereon;
d. approval or any subsequent modification of transactions of the company with related
parties;
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company, wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters.
(b) Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as at March 31, 2021 and
details of the Members participation at the Meetings of the Nomination and Remuneration
Committee are as under:
Name of Director |
Category |
Attendance at the Audit Meetings held on |
30th April, 2021 |
29th September, 2021 |
15th November, 2021 |
Ms Nilam Himanshukumar Soni |
Non-executive and Independent |
P |
P |
P |
Mr. Jitendra Dhanraj Jain |
Non- executive and Independent |
P |
P |
P |
Mr. Kiritkumar Madhavlal Shah |
Executive and NonIndependent |
P |
P |
P |
(d) Stakeholders' Relationship Committee (mandatory committee)
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
Listing Agreement, the Board has renamed the existing "Shareholders'/Investors'
Grievance Committee" as the "Stakeholders' Relationship Committee".
Name of Director |
Category |
Attendance at the Audit Meetings held on |
30th April, 2021 |
15th November, 2021 |
30th March, 2021 |
Ms Nilam Himanshukumar Soni |
Non-executive and Independent |
P |
P |
P |
Mr. Jitendra Dhanraj Jain |
Non- executive and Independent |
P |
P |
P |
Mr. Kiritkumar Madhavlal Shah |
Executive and NonIndependent |
P |
P |
P |
Details of Shareholders' Complaints:
Shareholders / Investors Complaints |
No. of Complaints |
Complaints as on April 01, 2020 |
0 |
Complaints received during 2020-2021 |
0 |
Complaints not solved to the satisfaction of shareholders |
0 |
Complaints pending as on March 31, 2021 |
0 |
During the year, no complaints were received from shareholders. As on March 31, 2022,
no investor grievance has remained unattended/ pending for more than thirty days.
20. Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of
Non-Independent Directors and members of management, was held on March 16, 2022, as
required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At
the Meeting, the Independent Directors:
Evaluation of the performance of Non-independent Directors and the Board of
Directors as a whole.
Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors.
Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
All the Independent Directors were present at the Meeting.
21. General Body Meetings
Particulars of last three Annual General Meetings:
AGM |
Year ended 31st March, |
Venue |
Date |
Special Resolutions Passed |
3rd |
2018 |
At the Registered Office |
29/09/2018 |
- |
4th |
2019 |
At the Registered Office |
30/09/2019 |
- |
5th |
2020 |
Audio Visual Means |
05/08/2020 |
. ' - |
6th |
2021 |
^At the Registered Office |
30/09/2021 |
' 2 |
22. Extraordinary General Meeting (EGM)
During the year under review, there was no Extraordinary General Meeting.
23. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
Due to the Pandemic and subsequent lockdown, the operations of the business are highly
affected. The same can be seen in the revenue as compared to the previous year. The market
overall has affected hugely and shall take a significant time to recover.
The Company changed its objects as stated above. Due to entire shift in the object, the
company has now entered a different industry and is flourishing and making its mark in the
agro industry.
24. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company.
25. Deposits
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year- NIL
(b) remained unpaid or unclaimed as at the end of the year-NIL
(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-NIL
26. Contracts and Arrangements with Related Parties
During the year, the Company had not entered into any contract or arrangement with
related parties which could be considered material' or which may have potential
conflict with interest of the company at large.
27. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of energy:
(i) |
the steps taken or impact on conservation of energy |
NIL |
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NIL |
(iii) |
the capital investment on energy conservation equipment's |
NIL |
(b) Technology absorption:
(i) the efforts made towards technology absorption |
NIL |
(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
NIL |
(a) the details of technology imported |
NIL |
(b) the year of import; |
NIL |
(c) whether the technology been fully absorbed |
NIL |
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
NIL |
(iv) the expenditure incurred on Research and Development |
NIL |
(c) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings
and outgo during the financial year.
28. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
29. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the loss of the company for financial year ended 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 this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
30. Particulars of Loans Given, Investments Made, Guarantees Given and Securities
Provided
The details of loans given, investments made, guarantees given and securities provided
are given in the Notes to the Financial Statements.
31. Corporate Social Responsibility (CSR)
The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013
are not applicable to your Company during the year under review.
32. Listing with Stock Exchanges:
The Company got listed on 21st October, 2014 on SME Platform of Bombay Stock
Exchange (BSE). The Company confirms that it has paid the Annual Listing Fees for the year
2020-21 to Bombay Stock Exchange (BSE) where the Company's Shares are listed.
The Company is in the process of migration to main board from SME Board.
33. Risk Management
The Company has formulated a Risk Management Policy. The Company for Risk Management
identifies, evaluates, analyses and prioritizes risks in order to address and minimize
such risks. This facilitates identifying high level risks and implement appropriate
solutions for minimizing the impact of such risks on the business of the Company.
34. Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management
instances of unethical behaviour, actual or suspected, fraud or violation of the company's
code of conduct.
35. Familiarisation Programme
The Company has formulated a Familiarization Programme for Independent Directors with
an aim to familiarize the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., to provide them with better understanding of the
business and operations of the Company and so as to enable them to contribute
significantly to the Company.
36. Significant and material orders passed by the regulators
During the period under review, there were no significant and material orders passed by
the regulators/ courts or tribunals that would impact going concern status of the Company
and its future operations.
37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. However, the Company has no women employee.
38. Penalties levied from various authorities
BSE has levied penalty of Rs, 1,06,000 for non appointment of company secretary.
However, the same was withdrawn by the company as the company was not in non compliance of
the same.
39. Acknowledgements
The Board records its appreciation of the commitment and support of the Employees at
all levels and the abundant co-operation and assistance received from the Bankers and
valued customers during the year under review and look forward for their total
involvement.
|