Mukta Agriculture Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present the 13^th Annual Report along with the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

Particulars	Year ended March	Year ended March
	31, 2024	31, 2023
Profit/(Loss) before interest, depreciation, tax and Extra	6.769	762.09
Ordinary Items
Less: Exceptional Items	199.216	1571.05
Less: Depreciation/amortization
Profit/(Loss) before interest, tax and Extra Ordinary Items	(192.447)	(808.95)
Less: Finance Costs	-	-
Profit/(Loss) before tax and Extra Ordinary Items	-	-
Less: Provision for taxes on income	-	-
--Current tax	-	-
--Deferred tax liability / (asset)	-	-
--MAT Credit Entitlement	0.811	-
Profit/(Loss) before Extra-Ordinary Items	(193.258)	(808.95)
Extra Ordinary Items (Net of Tax)
Profit/ (Loss) for the year	(193.258)	(808.95)
Other Comprehensive Income	24.791	(68.11)
Total Comprehensive Income for the year	(168.468)	(877.06)

2. STATE OF COMPANY''S AFFAIRS

The liquidity position of the company has been strained due to the challenging financial environment. The company''s revenue streams have been adversely affected by the market conditions.

During the year under review, the Company has incurred a total net loss of Rs. 1,68,46,854/- for the financial year ended 31st March 2024 as against Net loss of Rs. 87,70,633/- incurred in the previous financial year. The Basic Earnings per Share for the financial year ended 31st March 2024 is Rs. -0.891/- as against Rs. -3.731/- for the corresponding previous financial year ended 31^st March 2023.

3. DIVIDEND & RESERVES

In view of the losses incurred during the year and considering the Company''s ongoing financial performance, the Board of Directors do not recommend to distribute any dividend for the Year under review and therefore there is no amount proposed to be transferred to the General Reserves.

4. SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under review:

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 21,68,17,710/- (Rupees Twenty-One Crore Sixty- Eight Lakhs Seventeen Thousand Seven Hundred and Ten Only) divided into 2,16,81,771 (Two Crores Sixteen Lakhs Eighty-one Thousands Seven Hundred and Seventy-One) Equity Shares of the face value of Rs. 10/- each.

Further, during the year under review, the Company has not issued any shares with or without differential voting rights. It has neither issued employee stock options nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Director retires by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Krishan Khadaria, Director of the Company, retires by rotation, at the forthcoming Annual General Meeting (AGM) and, being eligible, he offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of Mr. Krishan Khadaria, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Appointment and cessation of Directors during the year:

During the period under review, there were following changes in the composition of Board of Directors of the Company:-

^Cessation of Mr. Narendra Gupta (DIN: 00418421) from the position of Independent Director of the Company w.e.f 18^th May, 2023.

> Appointment of Mr. Manaklal Agrawal (DIN: 10214780) as an Independent Director of the Company w.e.f 28^th July, 2023.

>Re-appointment of Ms. Niraali Thingalaya (DIN: 08125213) as an Independent Director for second term of five consecutive years w.e.f. 29th September, 2023.

^Cessation of Mrs. Asha Khadaria (DIN: 00219112) from the position of Non-executive Non-Independent Director of the Company w.e.f 27^th November, 2023.

^Cessation of Mr. Manoj Bhatia (DIN: 01953191) from the position of Independent Director of the Company w.e.f 30^th March, 2024.

Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

Appointment and Cessation of KMP during the year:

During the year under review, there is no Appointment and Cessation of KMP in the Company.

Pursuant to Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on 31^st March, 2024 are:

• Mr. Mohit Khadaria, Managing Director

• Mr. Rakesh Sahewal, Chief Financial Officer

• Mr. Aashish Garg, Company Secretary & Compliance Officer

Information regarding the directors seeking appointment/ re-appointment:

• Appointment of Mr. Himanshu Agarwal (DIN: 09569882), as an Additional Non-executive director in the Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive years, subject to the approval of the members at ensuing 13 ^th AGM of the Company.

The Board of Directors at their meeting held on 2^nd September, 2024 based on the recommendation of Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Himanshu Agarwal (DIN: 09569882) as an Additional director (in the capacity of an Independent Director) of the Company with effect from 2^nd September, 2024 who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 2^nd September, 2024 to 1^st September, 2029 subject to the approval of the members in the ensuing 13^th AGM of the Company to be held on 30^th September, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Director has submitted declaration that he meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

In view of the above, consent of the members for appointment of Mr. Himanshu as an Independent Director, was sought by way of Special Resolution under the Item No. 3 of the resolution to be passed at the 13th AGM scheduled to be held on 30^th September, 2024.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, at the time of appointing an Independent Director, a formal letter of appointment is given to them, which, inter alia, explains the roles, functions, duties, and responsibilities expected of them as a Director of the Company. The Director is also thoroughly briefed on the compliances required under the Act, the SEBI Listing Regulations, and other statutes. The Managing Director also have one to-one discussions with the newly appointed Director to familiarize them with the Company''s operations. As per regulation 46(2) of SEBI Listing Regulations, 2015, the terms and conditions of appointment of independent directors and the details of familiarisation programme are available on the website of the Company under the web link: https://www.mukta-agriculture.com/investors.html

6. CHANGE IN NATURE OF BUSINESS

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

7. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Accounting Standards had been followed and there is no material departures from the same;

b) They 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 Loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. MEETINGS OF THE BOARD

During the year under review, 7 (Seven) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

10. COMMITTEES OF THE BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various committees of Board such as:

a) Audit Committee;

b) Nomination & Remuneration Committee; and

c) Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of statutory committees are given in detail in the Corporate Governance Report, which forms part of this Report.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, Joint Ventures and Associate Company for the year ended 31^st March, 2024.

12. PARTICULARS OF EMPLOYEES

The information as per the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of p articulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company or on the email address of the Company i.e. [email protected]

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is mentioned below.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year 2023-24: Not applicable as your Company is not providing any remuneration to the Directors of the company.

b) Percentage increase in remuneration of each Director, CFO and Company secretary :

During the year under review, no Sitting fees or remuneration was paid to the Directors & percentage increase in the salary of CFO is 0.39%. There was no increase made in the salary of Company Secretary.

c) The percentage increase in the median remuneration of employees in the Financial Year 2023-24: During the Financial Year under review, the median remuneration is Rs 2,79333 p.a. and the percentage increase in Median Remuneration of employees is 11.48%.

d) During the year, there were 5 (Five) number of permanent employees are on roll of the company, however as on 31^st March, 2024.

e) 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:

Average percentile decrease made in the salaries of employees other than the managerial personnel in the last financial year is 18.56%. As compare to percentile increase in the managerial remuneration which is 24.45% increase made in salaries of other employees. There are no other exceptional circumstances for increase in the remuneration of key managerial personnel and increase in remuneration has been in accordance with the Company''s policies.

f) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy ofthe Company.

13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable on your Company and there were no complaint about sexual harassment during the year under review.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore there prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

15. FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there were no foreign exchange earnings or out flow.

16. DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-24 are given in the Notes on financial statement referred to in the Auditors'' Report.

18. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the period under review were placed before the Audit Committee and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further, in terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all contracts/ arrangements/transactions entered into by the Company with its related parties during the year under review were in ordinary course of business of the Company, on an arm''s length basis and in accordance with the policy on related party transactions formulated by the Company and reviewed on a periodic basis.

In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has formulated a policy on related party transactions which is available on Company''s website at https://www.mukta-

agriculture.com/pdfs/Policy on Related Party Transaction.pdf. The same was amended by Board of Directors from time to time in order to comply with the various amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that took place during the financial year 2023-24.

During the year under review, the requirement of making disclosure of material related party transactions pursuant to Section 134(3) of Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

19. STATUTORY AUDITORS & AUDITORS'' REPORT

M/s. Sunil Vankawala and Associates, Chartered Accountants (Registration No. 110616W) were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on 30^th September, 2020 till the conclusion of the 14^th AGM to be held in 2025.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every AGM. Thus, M/s. Sunil Vankawala and Associates will continue to hold office till the conclusion of 14^th AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditor''s Report on financial statements is a forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year, the Statutory & Internal Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

20. SECRETARIAL AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. Ritika Agarwal & Associates, Practicing Company Secretary as Secretarial Auditors to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as ANNEXURE II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

During the period under review, following observations were made by the Secretarial Auditor:

Observations	Management Remark
The Company has filed the Form AOC-XBRL for the F.Y 2022-23 by paying additional fees of Rs. 1400/-, under section 137 of Companies Act, 2013 and Rule 12(1) of Companies (Accounts) Rules, 2014.	Due to some ongoing technical glitch with the XBRL filing software the Company couldn''t generate the XML file on time which in turn caused delay in filing of the Form AOC-XBRL.
The Company passed an Ordinary Resolution instead of Special Resolution for appointment of Manaklal Agarwal as an Independent Director of the Company as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015.	Please note that, Mr. Manaklal Agarwal (DIN: 10214780), was duly appointed as an Independent Director of the Company, vide an ordinary resolution passed in the 12th Annual General Meeting held on 30th September, 2023. While passing the resolution our then Company Secretary did keep in mind the pre-requisite stated under section 152 of Companies act, 2013 which demands passing of an ordinary resolution in the general meeting for appointment of an Independent Director, however we happen to inadvertently overlook the requirement of passing a Special Resolution as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015 which was inserted w.e.f. 1st January, 2022. Our Company "Mukta Agriculture Limited" is a well compliant company and is committed to maintaining the highest standards of corporate governance. We understand that we should have been more diligent in meeting the regulatory requirements and consequently we are unquestionably apologetic for the bona fide mistake made at the end of the Company, however we would like to bring to you attention that despite the resolution with respect to Mr. Manaklal''s appointment as an Independent Director of the Company was put up as an Ordinary Resolution, but it was still passed with a requisite majority of 99.986% votes in its favor. In view of the above clarification, we henceforth assure that we will stay informed with latest updates in laws & regulations and would beforehand consider every aspect of regulations and provisions that shall be made applicable to the Company.

21. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the statutory auditors, M/s. Sunil Vankawala and Associates, confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the Corporate Governance Report as ANNEXURE V.

A Certificate of the MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also forming part of Corporate Governance Report as ANNEXURE IV.

22. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2023-24 in prescribed form MGT-7 is placed on the website of the Company at the following link: https://www.mukta-agriculture.com/investors.html.

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors'' Report by the Shareholders at the 13th Annual General Meeting and receipt of Certificate from Practising Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

24. INTERNAL CONTROL SYSTEMS

The Company has adequate and robust Internal Control System, commensurate with the size, scale and complexity of its operation. The Internal Control System is placed to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report have been given separately as "Annexure I" forming part of the Annual Report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committeepertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Company''s website at https://www.mukta-agriculture.com/investors.html.

27. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by Nomination & Remuneration Committee, details of which are provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation ofthe Non-Independent Directors was carried out bythe Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

28. RISK MANAGEMENT

The Board of Directors of the Company has made a Risk Management Policy which require them to aware the shareholders of the Company regarding development and implementation of risk management plan for the Company, including identification therein of elements of risks, if any, which in their opinion might threaten the existence of the Company, the management plan to mitigate the same and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The details of the Policy have been posted on the Company''s website www.mukta-agriculture.com.

29. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has framed a Policy which lays down a framework in relation to the remuneration of Directors, KMP and other employees of the Company.

The said Policy is available on the Company''s website http://www.mukta-agriculture.com/pdfs/NominationRemunerationPolicy.pdf.

30. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of this Report.

31. COST RECORDS AND COST AUDIT

In accordance with Section 148(1) of the Companies Act, 2013, the provision relating to maintenance of cost records and requirement of cost audit are not applicable to the Company during the year under review due to business activities carried out by the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS /COURTS /TRIBUNALS

During the year under review, no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

33. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE & BOARD''S CONSIDERATION UPON IT:

The Audit Committee generally makes certain recommendation to the Board of Directors of the Company during their meetings held to consider the financial results and such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board has considered all the recommendations made by the Audit Committee and has carried on the recommendations suggested by the Committee to its satisfaction. Thus, there are no recommendations unaccepted by the Board during the year under review.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no application made before National Company Law Tribunal for initiation of insolvency proceeding against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31 of 2016).

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, there are no such instances and no settlements have been done with banks or financial institutions.

36. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors

iii) Issue of shares (including sweat equity shares) to employees of the Company.

iv) there were no foreign exchange earnings or out flow.

37. GREEN INITIATIVES:

The Company supports and pursues the ''''Green Initiative'''' of the Ministry of Corporate Affairs, Government of India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by sending e-mail to [email protected] or with the Company by sending e-mail to [email protected] by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and your Company''s desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his / her e-mail id in same manner as mentioned above.

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the Notice of the 13th AGM and the Annual Report for the financial year 2023-24, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2023-24 will be available on the Company''s website www.mukta-agriculture.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.

38. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company.Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growthand success of the Company.

By and on behalf of the Board For Mukta Agriculture Limited

Sd/- Sd/-

Krishan Khadaria Mohit Khadaria Director Managing Director

DIN:00219096 DIN:05142395

Registered Office:

401/A, Pearl Arcade, Opp. P. K. Jewellers,

Dawood Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058

Place: Mumbai

Dated: 2^nd September, 2024

---

Mar 31, 2016

To,

Dear Shareholders,

The Directors take pleasure in presenting herewith the Fifth Annual Report together with the Audited Financial statements for the Financial Year ended 31stMarch, 2016.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year 2015-2016 is summarized below:

(Rs. In Lacs)

PARTICULARS	31-03-2016	31-03-2015
Profit before interest, depreciation, tax and Extra Ordinary Items	63.36	67.36
Depreciation/amortization	0.05	0.12
Profit before interest, tax and Extra Ordinary Items	63.31	67.24
Finance Costs	0.34	7.49
Profit before tax and Extra Ordinary Items	62.97	59.75
Less: Provision for taxes on income
-- Current tax	18.55	17.37
-- Deferred tax liability / (asset)	1.12	1.10
Profit before Extra Ordinary Items	43.30	41.28
Extra Ordinary Items (Net of Tax)
Profit for the year	43.30	41.28

PERFORMANCE & OUTLOOK

The Company has achieved the turnover of Rs. 1301 lakh for the year ended 31st March, 2016.

The Company achieved higher revenue owing to exports of Soya Lecithin powder feed all over the World. Also, in order to pace up with the changing food basket of the consumers, Company has initiated with the Organic farming. There was an all-round increase in the demand of the organic crops and thus the production and sales both boosted up.

Subsequently, the Company has achieved a Profit after tax of Rs. 43.30 lakh from the operations of the Company as compared to previous profit of Rs. 41.28 lakh. Hence, the focused approach of growing profitable business have resulted in the better performance of the Company at the EBITA level for the year as compared to previous year.

The Company is involved in the business of trading of agriculture goods & products. Company has made its move to expand by entering in the field of organic farming. Our aspiration is to nurture our nation organically. Since the general public is becoming more and more aware nowadays about the benefits of Organic Farming over traditional farming, thus this is the time for us to grow into the cultivation & farming for organic food so as to benefit the society as well as farmer to become self-sufficient in his requirements for agro-inputs and reduce his costs. With this initiation of cultivating crops through organic modes has surely benefited the nation in varied fashion moreover with the development of Agricultural industry and liberal policies of the government, the Board of Directors of your Company feel that projected new activities will help the Company to expand its business and strengthen its area of operations. With this comprehensive strategy to nurture our Company to a new height will surely be proven in the coming years.

DIVIDEND & RESERVES Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2016, in order to conserve resources for new growth and development opportunities.

Reserves

During the year under review, no amount was transferred to Reserves.

SHARE CAPITAL Consolidation of Shares

On 22nd December, 2015, shareholders of the Company approved by way of passing Special Resolution through Postal Ballot, Consolidation of every 10 (Ten) equity shares of nominal face value of Re. 1/- (Rupee One Only) each fully paid-up into 1 (One) Equity Share nominal face value of Rs. 10/- (Rupees Ten Only) each fully paid-up, in compliance with the provisions of Section 61(1) (b) and 64 of the Companies Act, 2013 and other applicable provisions, of the Companies Act, 2013 along with approvals, consents, permissions and sanctions received from the various authorities

The paid up Equity Share Capital of your Company after consolidation of the face value of equity shares is Rs. 21,68,17,710/- (Rupees Twenty-One Crores Sixty-Eight Lakh Seventeen Thousand Seven Hundred and Ten Only) divided into 21681771 (Two Crore Sixteen Lakh Eighty-One Thousand Seven Hundred and Seventy- One) Equity Shares of the face value of Rs. 10/- (Rupee Ten Only) each.

During the period under review, The Company''s trading in equity shares was suspended due to procedural reason i.e. Consolidation of face value of shares from Re. 1/- each to Rs. 10/- each fully paid-up. Trading in the consolidated equity shares of face value of Rs. 10/- each of the Company was resumed w.e.f. April 20, 2016.

DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Members, at the 4th Annual General Meeting (AGM) held on September 30, 2015, approved the appointment of Ms. Madhumati Gawade as a Director of the Company.

Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Ms. Madhumati A. Gawade, Director of the Company, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered herself for reappointment.

Apart from this there are No Changes in the Board of Directors of the Company.

Information regarding the directors seeking appointment / re-appointment

The Resume and other information regarding the directors seeking appointment/re-appointment as required by the Regulation 36 of the Listing Regulations have been given in the Notice convening the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That 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 financial year ended 31st March, 2016 and of the profit of the company for the year ended on that date.

c) That the Directors have 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) That the Directors have prepared the annual accounts on a ''going concern basis'';

e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANEGERIAL PERSONNEL

Key Managerial Personnel''s (KMP''s) of the Company under Section 203 of the Companies Act, 2013, are as follows:

S.No.	Name	Designation
1	Mr. Rakesh Sahewal	Chief Financial Officer
2	Mr. Sushil Bajaj	Manager
3	Ms. Khushboo V. Zota	Company Secretary

The other details pertaining to the remuneration of the KMP''s have been provided in the Extract of Annual Report annexed hereto and forming part of this Report.

MEETINGS OF THE BOARD

During the year under review 12 meetings of the Board of Directors were held as required under the Companies Act, 2013 & Listing Regulations. The details of number of Board Meetings held form a part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee of Directors

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Details of composition, terms of reference, number and dates of meetings held for respective committees and details of the familiarization programmers'' for Independent Directors are given in the Report on Corporate Governance attached to this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint ventures and associate company for the year ended 31st March, 2016.

EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT POLICY OF WOMEN AT WORKPLACE

Your Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors states that during the year under review, there were No Cases filed pertaining to Sexual harassment/ discrimination at work place.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Act.

Technology Absorption

The Company has carried on the following activities during the year 2015-2016:

- Employ of improved seeds in cultivation.

- Pest control measures to protect crop from diseases.

- Use of fertilizers and manures for healthy crops development.

- Using organic products for improved nutrition value.

Due to the above efforts, it is expected higher yield of diseases free crops with organic values will be available to the Company and customers at large.

Foreign Exchange earnings and outgo

(Rs. in Lakhs)

	Year 2015-2016	Year 2014-2015
Total Foreign Exchange earned	Rs. 517.75/-	Nil
Total Foreign Exchange outgo	Nil	Nil

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and the Rules made there under. Thus there are no unclaimed deposits as on date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year 2015-2016, were at an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Listing Agreement/Listing Regulations.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: www.mukta-agriculture.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company. The details of related party transactions are set out in the notes of financial statements.

STATUTORY AUDITORS & AUDITOR''S REPORT Statutory Auditors

During the year M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) resigned at the 4th AGM held on 30th September, 2015 and M/s. Bansal Bansal & Co., Chartered

Accountants (Firm Registration No. 100986W) was appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 4th Annual General Meeting of the Company till the conclusion of the 9th AGM subject to ratification by the Members at every Annual General Meeting.

Necessary resolution for ratification of appointment of the Auditors is set out in the Notice of AGM for seeking approval of the members.

Auditor''s Report

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR & AUDITOR''S REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shivhari Jalan, a Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 20152016.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as "Annexure II."

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point no.1:

The company shall now file the Form MGT-10 after obtaining the details from RTA.

Response to point no. 2:

Due to the transformation and application of new Companies Act, the Company was in process to get approval from the shareholders which are mandate as per the new act, as a result of this company delayed getting shareholders'' approval in pursuance to Section 186 of the Companies Act, 2013.

Further, the Company has duly charged interest on loan given in terms of Section 186, Companies Act, 2013 except for one which is doubtful of recovery.

Response to point no. 3:

Your company is law abiding entity, and filed the necessary forms &returns with the authorities. However, there were few delays due to technical reasons of uploading on MCA site which the management ensures to file the same in time.

Response to point no. 4:

In order to comply with the requirement of Section 188 of the Companies Act, 2013 and clause 49 (VII) of the Listing agreement in respect of the related party transaction the Company have duly obtained approval from the Shareholders by passing Special Resolution in the 4th AGM held on September 30, 2015.

Response to point no. 5:

Due to the system break- down the Company was not in the position to intimate to BSE about the meeting of the Board of Directors held on May 30, 2015. Thus, the acknowledgement copy the same was not available with the Company.

Response to point no. 6:

Due to the internet hitch-up the intimation was delayed which the management ensures to file the same in time hereinafter.

Response to point no. 7:

The Board is of the view that there are few delays made in respect to comply with the clause 41 (VI) (a) of the Listing agreement & Regulation 47(3) of the LODR Regulations however, with improved business policy the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same henceforth.

CORPORATE GOVERNANCE

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. As per Regulation 34 (3) of the Listing, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance of conditions of Corporate Governance forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 as on March 31, 2016 is set out in "Annexure III" forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

On 22nd December, 2015, the Shareholders of the Company approved by way of Postal Ballot, adoption of new set of Articles of Association in the place of existing Articles of Association in line with the provisions of the Companies Act, 2013.

NAME CHANGE OF THE COMPANY

Pursuant to the approval of shareholders by the way of Special Resolution passed through the process of Postal Ballot concluded on 22nd December, 2015, the name of the Company stands changed from Pearl Agriculture Limited to Mukta Agriculture Limited with effect from 11th February, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the requirement of Regulation 17 of Listing Regulation, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no Director/ employee have denied accessing the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company''s website (www. mukta-agriculture.com)

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 the Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the Directors individually. The manner in which the evaluation has been carried out has been laid down by the Nomination & Remuneration Committee.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

LISTING

The shares of your Company continued to be listed at BSE Limited. Listing fee has already been paid for the financial year 2016-17.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2016 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There are no significant/ material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) No change in nature of business.

APPRECIATION

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors''.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.

By and on behalf of the Board

for Mukta Agriculture Limited

(Formerly known as Pearl Agriculture Limited)

Sd/- Sd/-

Krishan Khadaria Manoj Bhatia

Director Director

DIN: 00219096 DIN: 01953191

Place : Mumbai

Date : 13th August, 2016

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting herewith the Fourth Annual Report together with the Audited Financial statements for the Financial Year ended 31st March, 2015

1. FINANCIAL HIGHLIGHTS (Rs. In Lacs)

PARTICULARS 31-03-2015 31-03-2014

Profit before interest, depreciation,

tax and Extra Ordinary Items 67.36 14.29

Depreciation/amortization 0.12 0.03

Profit before interest, tax and Extra Ordinary Items 67.24 14.26

Finance Costs 7.49 1.00

Profit before tax and Extra Ordinary Items 59.75 13.26

Less: Provision for taxes on income

--Current tax 17.37 5.40

--Deferred tax liability / (asset) 1.10 (1.61)

Profit before Extra Ordinary Items 41.28 9.47

Extra Ordinary Items (Net of Tax) - -

Profit for the year 41.28 9.47

2. STATE OF COMPANY'S AFFAIRS

The Company has achieved a Profit after tax of Rs. 41,28,364/- (Rupees Forty One Lacs Twenty Eight Thousand Three Hundred and Sixty Four Only) from the operations of the Company as compared to a profit after tax of Rs. 9,46,786/- (Rupees Nine Lacs Forty Six Thousand Seven Hundred and Eighty Six Only) earned during the previous financial year. Hence, the focused approach of growing profitable business have resulted in the better performance of the Company at the EBITA level for the year as compared to previous year

The Company is involved in the business of trading of agriculture goods & products. With the development of Agricultural industry and liberal policies of the government, the Board of Directors of your Company feels that proposed new activities will help the Company to expand its activities and intensify its area of operations. The Company also intends to grab the opportunities available in this field.

3. DIVIDEND & RESERVES

Due to new growth opportunities and insufficient profits your Directors do not recommend any dividend for the year 20142015.

During the year under review, no amount was transferred to Reserves.

4. SHARE CAPITAL

Sub-Division of Shares

Pursuant to the provisions of Section 61 of the Companies Act, 2013, and other applicable provisions, if any, of the Companies Act, 2013, the Memorandum and Articles of Association of the Company and the approval given by members at its Extra-Ordinary General meeting held on 18th July, 2014 for subdivision of equity shares of the Company, each equity share of nominal value of Rs. 10/-(Rupees Ten Only) was sub-divided into 10 (Ten) Equity Shares of nominal value of Re. 1/- (Rupee One Only) each fully paid-up. The record date for the sub-division was 19th August, 2014.

The paid up Equity Share Capital of your Company after sub-division of the face value of equity shares is Rs. 216,817,710/- (Rupees Twenty-One Crore Sixty-Eight Lacs Seventeen Thousand Seven Hundred and Ten Only) divided into 216817710 (Twenty One Crore Sixty Eight Lacs Seventeen Thousand Seven Hundred and Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each.

5. DIRECTORS

In terms of Section 149 of the Act, the Members, at their meeting held on 30th September 2014, appointed the following as Independent Directors of the Company:

* Mr.Manoj Bhatia (w.e.f. 30.09.2014)

* Mr.Nitin Chaudhary* (w.e.f. 09.07.2013)

In accordance with the provisions of the Companies Act, 2013, Mr. Krishan Khadaria, Director of the Company, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered himself for reappointment.

Mr. Omprakash Bajaj resigned as an Independent Director of the Company w.e.f. 9th January, 2015.The Board has placed on record its deep appreciation for the valuable contribution made by him during his tenure of office.

Mrs. Asha Khadaria resigned as Director of the Company w.e.f 13th February, 2015. The Board has placed on record its deep appreciation for the valuable contribution made by him during her tenure of office.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 30th March, 2015, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 30th March, 2015. The requisite resolution for approval of her appointment as Director is being proposed in the notice of the ensuing AGM for the approval of the members.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.The profile of Directors seeking appointment/ reappointment forms part of the Corporate Governance Report *

*Nitin Chaudhary was appointed as Additional Director w.e.f 09.07.2013 and was duly regularized at the 3rd Annual General Meeting held on 30th September, 2014 as NonExecutive Independent Director.

6. KEY MANAGERIAL PERSONNEL

Ms. Prachi Harishkumar Chheda has resigned from the post of Company Secretary of the Company w.e.f. 9th January, 2015. The Board placed on record its deep appreciation for the valuable contribution made by her during her tenure of office.

During the year under review, the Company appointed following persons as Key Managerial Personnel:

S. Name of the Designation Date of No. Person Appointment

1 Rakesh Sahewal Chief Financial Officer 17th September, 2014

2 Sushil Bajaj Manager 1st September, 2014

3 Khushboo Zota Company Secretary 30th March, 2015

7. MEETINGS OF THE BOARD

During the year under review the details of number of Board Meetings held forms a part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

* Audit Committee of Directors

* Nomination and Remuneration Committee

* Stakeholders Relationship Committee

* Risk Management Committee

Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarization programmers' for Independent Directors are given in the Report on Corporate Governance.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the requirement of the clause 49 of Listing Agreement with Stock Exchange in India, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as "Annexure A."

10. CORPORATE GOVERNANCE

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

11. STATUTORY AUDITORS & AUDITOR'S REPORT

Statutory Auditors

M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) holds office until the conclusion of ensuing Annual General Meeting (AGM) and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Hence, the Audit Committee and the Board hereby recommends the appointment of M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 4th Annual General Meeting up to the conclusion of 9th Annual General Meeting subject to ratification by Members every year.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

12. SECRETARIAL AUDITOR & AUDITOR'S REPORT

The Board has appointed M/s. G.S. BHIDE & ASSOCIATES, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure B". The report does not contain any qualification, reservation or adverse remark.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That 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 financial year ended 31st March, 2015 and of the profit of the company for the year ended on that date.

c) That the Directors have 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) That the Directors have prepared the annual accounts on a 'going concern basis';

e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C" to this Report.

15. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits. There are no unclaimed deposits as on date.

16. RELATED PARTY TRANSACTION

In all related party transactions that were entered into during the financial year, an endeavour was made consistently that they were on an arm's length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. However, the material related party transactions are accorded for shareholders approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.pearl-agriculture.com.The details of the transactions with Related Parties are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

17. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy forms part of Corporate Governance Report.

18. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGERIAL PERSONNEL

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the

Company's website www.pearl-agriculture.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

19. GUIDELINES ON INSIDER TRADING

The details of the Code of Insider Trading adopted by the Company forms the part of Corporate Governance Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no Director/ employee have denied accessing the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy has been posted on the Company's website under the web link http://www. pearl-agriculture.com

21. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Act.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there has been no foreign exchange outflow/ inflow.

24. PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation of Board of Directors (Including Independent Directors), Key Managerial Personnel and committees of the Board on the basis of which they have been evaluated.

25. PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) The Company does not have any subsidiary, associate and Joint Venture.

iii) Issue of shares (including sweat equity shares) to employees of the Company

iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

v) No change in nature of business.

vi) The Company confirms that it has paid the annual listing fees for the year 201516 to Bombay Stock Exchange.

vii) There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

27. ACKNOWLEDGEMENT

Your Directors express their gratitude to the members, bankers, customers, financial institutions and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.

By and on behalf of the Board for Pearl Agriculture Limited

Sd/- Sd/- Krishan Khadaria Manoj Bhatia Director Director DIN :00219096 DIN :01953191

Place : Mumbai Date : 14th August, 2015

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Third Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The highlights of the Company''s financial performance for the year ended 31st March, 2014 are summarized below:

((Rs.) In Lakhs) Particulars 31.03.2014 31.03.2013

Profit before interest, depreciation, tax and Extra Ordinary Items 14.29 5.00

Depreciation / amortization 0.03 -

Profit before interest, tax and Extra Ordinary Items 14.26 5.00

Finance Costs 1.00 -

Profit before tax and Extra Ordinary Items 13.26 5.00

Less: Provision for taxes on income

- Current tax 5.40 3.90 - Deferred tax liability / (asset) (1.61) (2.31)

Profit before Extra Ordinary Items 9.47 3.41 Extra Ordinary Items (Net of Tax) - - Profit for the year 9.47 3.41

PERFORMANCE AND FUTURE PROSPECTS

The Company has achieved a Profit after tax of Rs. 9,46,786/- (Rupees Nine Lakhs Forty Six Thousand Seven Hundred and Eighty Six Only) from the operations of the Company as compared to a profit after tax of Rs. 3,41,553/- (Rupees Three Lakhs Forty One Thousand Five Hundred and Fifty Three Only) earned during the previous financial year. The turnover of the Company during the financial year was Rs. 23,89,24,455/- (Rupees Twenty Three Crores Eighty Nine Lakhs Twenty Four Thousand Four Hundred and Fifty Five Only) as against last year''s turnover of Rs. 40,08,60,057/- (Rupees Forty Crores Eight Lakhs Sixty Thousand Fifty Seven Only).

The Company is involved in the business of trading of agriculture goods & products. With the development of Agricultural industry and liberal policies of the government, the Board of Directors of your Company feels that proposed new activities will help the Company to expand its activities and intensify its area of operations. The Company also intends to grab the opportunities available in this field.

DIVIDEND

Given the growth requirements of the business & the absence of sufficient profits, your Directors do not recommend any dividend for the year 2013- 2014.

DIRECTORS

Mrs. Asha Khadaria who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Her brief profile is furnished in the annexure to the explanatory statement of the notice of this Annual General Meeting.

Mr. Nitin Chaudhary and Mr. Omprakash Bajaj were appointed as Additional Directors as per Section 260 of the Companies Act, 1956 (corresponding section 161(1) of the Companies Act, 2013) to hold office upto the date of this Annual General meeting and are eligible for appointment as Directors of the Company. In accordance with the provisions of section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), it is proposed to appoint them as Directors of the Company.

Further, as on the date of this Report, Mr. Manoj Bhatia, Mr. Nitin Chaudhary and Mr. Omprakash Bajaj are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, for a term up to 31st March, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

PREFERENTIAL ISSUE

Pursuant to the provisions of Section 81(1 A) and all other applicable provisions of Companies Act, 1956 and the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (The SEBI (ICDR) Regulations, 2009), the Company had brought out a Preferential Issue of Equity shares, wherein, the Company at its Extra-Ordinary General meeting held on 4th May, 2013 offered 1,25,00,000 (One Crore Twenty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 10/- (Rupees Ten Only) per share to Strategic Investors not forming a part of the Promoter group.

Consequent to the above and on receiving the necessary approval from the shareholders, the Company at its Board meeting held on 9th May, 2013, allotted 11312500 Equity Shares Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 10/- (Rupees Ten Only) per share.

Further, in order to comply with the pricing formula prescribed under regulation 76(3) of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009, the Company at its meeting held on 14th February, 2014, recomputed the preferential issue price and from Rs. 20/- (Rupee Twenty Only) per share to a price of Rs. 82. 70 (Rupees Eighty Two and Seventy Paise Only) per share. Notice of the same were sent to respective shareholders for paying the differential amount.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) that 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 profit of the Company for that period;

c) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to reappoint them as the Auditors of the Company commencing from the conclusion of this Annual General Meeting, until the conclusion of the 6th Annual General Meeting of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to the accounts are self-explanatory and therefore do not require further explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

1. Economic Scenario:

The world economy has experienced subdued growth in 2013. Most developed economies are still facing the lingering effects of the earlier financial crisis. The emerging economies have slowed down in the past two years. India has faced multiple challenges viz: fiscal deficit, inflation, political uncertainly, rapid depreciation of the Rupee etc. All these have resulted in sluggish domestic demand and growth. Towards the end of the fiscal year, certain fiscal and monetary initiatives taken by the Indian Government and the Reserve Bank of India (RBI) helped stabilizing financial market conditions, but the domestic macro- economic environment still remains challenging. There are high expectations from the new Government as is evidenced by the robust performance of Stock market and appreciation of the Rupee.

2. Risks and Concerns

India is one of the fastest developing countries. Though Agriculture is the primary source of livelihood for more than 50% its population directly and indirectly, its contribution to the GDP is below 15%. Growing populations, shrinking farmland, scarcity of water continue to increase pressure on improving farm productivity. Further, the sources of risk in agriculture are numerous and diverse, ranging from events related to climate and weather conditions to animal diseases; from changes in agriculture etc.

3. Outlook

The company is expanding its business activities and is putting continuous efforts to attain further efficiencies. Further, the Company is confident that in spite of the possible recessionary conditions in the industry it will perform better in view of the strong fundamentals of the Company and hope to improve its turnover.

4. Internal Control System and their adequacy

The Company has adequate Internal Control System commensurate with its size and nature of business. All transactions are properly authorized, recorded and reported to the management. The Internal Control Systems are designed to ensure that the financial statements are prepared based on reliable information.

PARTICULARS OF EMPLOYEES

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time and a separate report on Corporate Governance along with the Auditors Certificate confirming compliance with the requirements of clause 49, is annexed to this report.

CONSERVATION OF ENERGY AND TECHNOLOGICAL ABSORPTION

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company. Your Directors also wish to place on record their gratitude to the shareholders, government, banks and other business constituents for their continued faith, assistance and support extended to the the Company.

By and on behalf of the Board for Pearl Agriculture Limited

Krishan Khadaria Manoj Bhatia Director Director Place: Mumbai Dated: 30th May, 2014