RKB Agro Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors are pleased to present the annual report along with the audited financial statements for
the year ended 31st March 2024.

1 Financial results ¦ (Riinees in lakhs)

Particulars	31st March 2023	31st March 2022
Gross Revenue from operations	7,753.95	8600.91
Other Income	9.09	21.82
Total Revenue	7,763.04	8622.73
Expenditure before depreciation and financial cost	7590.28	8479.58
Depreciation	31.03	30.15
Financial cost	121.75	98.44
Profit before tax	19.98	14.56
Provision for Tax - Current Tax	3.12	2.27
Deferred tax Charge/ (Income)	-1.84	-1.07
Tax adjustment of earlier years	-	0.19
Profit/(Loss) after Tax for the year	18.70	13.17
Earnings per share - Basic & Diluted	0.25	0.18

The financial statements for the financial year ended March 31, 2024, forming part of this Annual
Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified
by the Ministry of Corporate Affairs.

1. Operations:

During the year, your company’s revenue from operations was Rs 7,753.95/-as against previous years’
figure of Rs. 8600.91/- Taking into account of other income the total revenue has aggregated to
Rs. 7,763.04/- as against Rs. 8622.73/- during the previous year. After providing for depreciation, financial
cost and tax expenses the operation has resulted in a net profit of Rs. 19.98/-as against the previous
year profit of Rs. 14.56/-

Due to favorable market conditions the company posted increased net profit for the year 2023-24 as
compared to previous year.

3. Dividend :

With a view to conserve the resources, your Directors have not recommended any dividend for the year
2023-24.

4. Reserves :

The Board does not propose to carry any amount to any reserves the entire net profit is proposed to be
transferred to Balance sheet under the heads of other equity.

5. Brief description of the Company’s state of affair:

During the year under review the performance of the company has shown quite same as previous year
from Rs. 8622.73/- to Rs. 7,763.04/- It was expected that, given a favorable weather condition conducive
for cultivation of cotton and with upward demand for cotton, your company would be able to achieve
turnover and decreased the expenses and increased profitability

6. Extract of the Annual Return:

The extract of annual return in for MGT-9 as required under the provisions of Section 92 (3) of the Act
is attached as Annexure A to this report.

7. Directors and Key Managerial Personnel:

A. Directors: SriVijayarajBhandari,Whole-Time Director as Resign from the directorship w.e.f.07-08-2023
The composition of the Board of Directors and the number of board meetings attended by them as follows:

Sl. No.	Name of Director	Designation	Qualification	No.of meeting attended
1	Sri. Sowbhagraj Bhandari	Managing Director	B.Com	08
2	Sri Rajendrakumar Shantilalji Dhoka	Independent Director	B.Com	08
3	Sri. Vinod Kumar Mootha	Independent Director	B.Com	08
4	Mrs. Rupal Bandari	Woman Director	BBM	08
5	Mr. Viyajraj Bhandari	Whole-Time Director	B.Com	02

During the financial year 2023-24, 08 Board meetings were held on 10-04-2023, 03-07-2023, 08-08¬
2023, 17-08-2023, 16-10-2023, 15-11-2023, 12-01-2024, 15-02-2024 the intervening gap between any
two meetings was within the period prescribed in section 173 of the Companies Act, 2013.

B. Key Managerial Personnel :

As required under section 203 of the Companies Act, 2013, apart from the Managing Director the
following are the Key Managerial Personnel.

Sri. Praveen Birsingh Choudhary - Company Secretary

Sri.Sripad Chandrakanth Hanchate - Chief Financial Officer

C. Declaration by Independent Director(s) :

Sri Rajendrakumar Shantilalji Dhoka, Sri Vinod Kumar Mootha and Mrs. Rupal Bandari Independent
Directors have furnished declaration to the effect that they meet the criteria of independence as provided
in sub-section (6) of Section 149 of the Companies Act, 2013.

8. Audit Committee:

The Audit Committee constituted by the Board consists of the following directors:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director - Chairman

Sri. Vinod Kumar Mootha Independent Director - Member

Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.

Sri Sripad Hanchate Chief Financial Officer

Vigilance Mechanism :

The Company has established a vigil mechanism and overseas through the committee, the genuine
concerns expressed by the employees, stakeholders and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of co employees and the Company.

9. Adequacy of internal financial controls with reference to the Financial Statements:

The internal financial controls are adequate to ensure that the financial statements are drawn up with
due care to reflect the factual position.

Further pursuant to section 138 the Companies Act, 2013; the company has appointed M/s. Mootha
S.K. & Co., CharteredAccountants, Loharwadi, Raichur- 580101 as the InternalAuditor for the Company.

10. Composition of the Nomination and Remuneration Committee and its policy.

The Nomination and Remuneration Committee consists of the following members:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director Chairman

Sri. Vinod Kumar Mootha Independent Director Member

Mrs. Rupal Bhandari Non-Executive Director Member

Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.

The number of Directors on the Board of the Company is only five out of which two are independent
directors. The Audit Committee and Nomination and Remuneration have been constituted amongst
them however ensuring compliance with the provisions of the Act.

The Company has drawn up the remuneration policy considering the various parameters prevalent in
Raichur district, one of the backward districts in Karnataka State. Further the remuneration fixed for the
Managing Director and the Whole-time Director, the core promoters of the company is meager and so
also the remuneration offered to other Key Managerial Personnel.

11. Managerial Remuneration :

1) The ratio of the remuneration of Managing Director and the Whole-time Director to the median
remuneration of the employees of the Company is1:3. None of the Directors are paid any commission.

2) During the year the Directors were paid remuneration.

3) The percentage increase in the medial remuneration of the employees in the financial year is NIL

4) The number of permanent employees on the role of the Company is 7.

The company is situated in a backward district and considering the relevant parameters and in view of
the fact that there is no increase in the remuneration to CFO and Company Secretary. and accordingly
information under Rule 5 (viii) of Companies (Appointment and Remuneration Personnel) Rules, 2014
is not furnished. The remuneration paid to KMPs is as per the remuneration policy of the Company.

12. Change in the nature of business:

There is no change in the nature of the business.

13. Subsidiaries, Joint Ventures and Associate Companies:

There are no Subsidiary / Joint Venture Companies. There are Six Associate firms, viz., Kushal
Enterprises, Bhandari Distributors (P) Ltd, Bhandari Cotton Ltd, Mukan Marketing (P) Ltd,
RKB Foundation and MKB Hospital.

14. Particulars of Loans, Guarantees or Investments:

The Company has, during the year not given any loan, provided any guarantee and made any investments
falling within the purview of section 186 of the Companies Act, 2013.

15. Particulars of contracts or arrangements with related parties:

Details of related party transactions attracting the provisions of section 188 of the CompaniesAct, 2013
is provided in form AOC 2 as Annexure B to this Report.

16. Share Capital:

The paid up share capital of the Company stands at Rs.7,50,00,000/- (Rupees Seven crores and fifty
lakhs only) consisting of 75,00,000 equity shares of Rs. 10 each.

17. Risk Management Policy:

The Company has drawn up a Risk Management Policy. The Board constantly reviews the policy to
ensure that the fluctuation in market price for cotton would not impact the performance of the company.
Also the raining pattern including possibility of any drought / deluge is studied which would adversely
affect the cultivation of cotton. This exercise is done periodically for drawing up alternative plan to
overcome the situation.

18. Fixed Deposits :

During the year under report, the Company has not invited / accepted / renewed any fixed deposit from
public attracting the provisions of section 73 of the Companies Act, 2013, read with Companies
(Acceptance of Deposits) Rules, 2014.

19. Listing with Stock Exchanges :

As per the requirement of listing agreement with Bombay StockExchange Limited, Mumbai your directors
hereby declare that with regard to listing of shares there is no change in the status of discontinuance
during the current year. Your Company is making all out efforts to secure the approval of the said
Exchange for relisting of the securities and it is expected that it should materialize early.

20. Depository system :

As on 31st March 2024, 27,08,590 equity shares representing 36.11% of total paid up equity share
capital of the Company have been in dematerialized.

21. Mechanism for formal Board evaluation.

Every Director is requested to evaluate the effectiveness of the Board and identify the areas of
improvement and to evaluate the Board dynamics and inter-personal relations, inflow of information,
decision making capacity and inclination of each director. The Board also constantly evaluates the
contribution of the members and shares the information. The performance of independent directors is
evaluated with reference to their ability to contribute and monitor corporate governance practice, effective
participation in the long term strategic planning and commitment to their obligation and fiduciary
responsibilities, including participation in Board meetings and committee meetings.

22. Directors’ Responsibility Statement:

Pursuant to section 134 (5), your Directors state:

(a) That in the preparation ofAnnualAccounts, the applicable accounting standards had been followed
along, with proper explanation relating to material departures;

(b) That they 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 or loss of the
company for that period;

(c) That they 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) That they had prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls and compliance with the provision of all applicable
laws and that such systems were adequate and operating effectively.

(f) That they had devised proper systems to ensure compliance with the provision of all applicable
laws and that such systems were adequate and operating effectively

23. Corporate Governance :

A report on Corporate Governance is attached to this report as Annexure C.

24. Auditors :

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made there under,
M/S Dagliya & co, Chartered Accountants, Bangalore (Firm Registration No 000671S) who are appointed
as Auditors of the Company for a term of 5 years from the financial year 2022-23 to till the conclusion of
the Annual General Meeting of the financial year 2027-28.

25. Auditors’ Report:

Explanations or comments by the Board on the qualification, reservation or adverse remark or disclaimer
made by the auditor are detailed below:

Ref. to Audit Report	Qualification / reservation / adverse remark / disclaimer	Explanation / comments by the Board
Basis for qualified opinion	(ii) The company has not ascertained from the creditors as to whether they are registered as Micro or Small Enterprise under Micro Small & Medium Enterprises DevelopmentAct, 2006 and as such the particulars of dues, if any accrued to such enterprises is not determined and provided for. Consequential impact on profit for the year and Trade payables as atthe yearend is not ascertainable.	The Company has large no. of creditors and they are all cotton growing farmers who are not re¬ quired to register under Micro Small & Medium Enterprises Dev. Act, 2006. With regard to other entities action initiated to ascertain the applica¬ bility of the said Act. However this will not have any impact on the profit for the year andthe trade payables
	(iii) The Company has accounted the Retirement Gratuity on cash basis as against actuarial valuation basis as envisaged in AS-15 notified under Rule7 of the Companies (Accounts) Rules, 2014 an disclosure required under this standard is not disclosed. Consequential impact on the accounts is not ascertainable.	Action is being taken to get the actuarial valuation done as envisaged in AS-15.

26. Secretarial Audit Report :

The Secretarial Audit Report pursuant to section 204 of the Companies Act, 2013 is attached as
Annexure D to this Report.

27. Corporate Social Responsibility :

Your Company does not fall under the purview of eligibility criteria as defined under the provision of
section 135 of the CompaniesAct, 2013 and hence the provisions of CSR are not applicable to the Company.

28. Maintenance of Cost records :

Pursuant to section 148(1) of the Companies Act, 2013 and Rules made there under, maintenance of
cost records has not been prescribed by Central Government hence it is not applicable.

29. Prevention of Sexual Harassment at Workplace :

As perthe requirement of theSexual Harassment ofWomenatWorkplace(Prevention,Prohibition& Redressal)
Act, 2013 (‘POSH Act’) and Rules made there under, your Company has constituted Internal Complaints
Committees (ICC) and also states that there were no complaints reported/filed under the said Act.

30. Conservation of energy, technology absorption and exchange earnings and outgo :

i. Conservation of energy :

Statement attached as Annexure E to this report.

ii. Technology absorption :

The activity of the company is agro based and the operation being medium in size the company
has not at present made any efforts in technology absorption.

iii. Foreign Exchange Earnings and out flow :

There is no Foreign Exchange in flow/ out go during the year under review.

31. Acknowledgements :

The Board of Directors place on record its appreciation of the continued support provided by the Bankers,
stakeholders, valued customers, suppliers, employees at all levels and the Government and Local
Authorities in conducting the Business activities of the Company.

Date : 26-08-2024 On behalf of R K B Agro Industries Limited

Place: Raichur.

S.K. Bhandari
Managing Director
DIN : 00409750

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Mar 31, 2023

Your directors are pleased to present the annual report along with the audited financial statements for the year ended 31st March 2023.

1. Financial results : (Rupees in Lakhs)

Particulars	31st March 2023	31st March 2022
Gross Revenue from operations	8600.91	7973.21
Other Income	21.82	16.22
Total Revenue	8622.73	7989.43
Expenditure before depreciation and financial cost	8479.58	7948.51
Depreciation	30.15	28.57
Financial cost	98.44	78.48
Profit before tax	14.56	40.92
Provision for Tax - Current Tax	2.27	15.17
Deferred tax Charge/ (Income)	-1.07	- 1.48
Tax adjustment of earlier years	0.19	0.20
Profit/(Loss) after Tax for the year	13.17	83.35
Earnings per share - Basic & Diluted	0.18	1.11

The financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified

by the Ministry of Corporate Affairs.

1. Operations:

During the year, your company’s revenue from operations was Rs 8600.91/-as against previous years’ figure of Rs. 7973.21/- Taking into account of other income the total revenue has aggregated to Rs. 8622.73/- as against Rs. 7989.43/- during the previous year. After providing for depreciation, financial cost and tax expenses the operation has resulted in a net profit of Rs. 13.17/-as against the previous year profit of Rs. 83.35/-

Due to unfavorable market conditions the company posted decreased net profit forthe year2022-23 as compared to previous year.

3. Dividend :

With a view to conserve the resources, your Directors have not recommended any dividend forthe year 2022-23.

4. Reserves :

The Board does not propose to carry any amount to any reserves the entire net profit is proposed to be transferred to Balance sheet under the heads of other equity.

5. Brief description of the Company’s state of affair :

During the year under review the performance of the company has shown quite same as previous year from Rs. 7989.43/-to Rs. 8622.73/- It was expected that, given a favorable weather condition conducive for cultivation of cotton and with upward demand for cotton, your company would be able to achieve increased turnover and the profitability

6. Extract of the Annual Return:

The extract of annual return in for MGT-9 as required under the provisions of Section 92 (3) of the Act is attached as Annexure A to this report.

7. Directors and Key Managerial Personnel:

A. Directors : Sri Vijayaraj Bhandari, Whole-Time Director as Resign from the directorship w.e.f. 08-08-2023 The composition of the Board of Directors and the number of board meetings attended by them as follows:

SI. No.	Name of Director	Designation	Qualification	No.of meeting attended
1	Sri. Sowbhagraj Bhandari	Managing Director	B.Com	10
2	Sri V.M. Bhandari Whole-time	Director	B.Com	06
3	Sri Rajendrakumar Shantilalji Dhoka	Independent Director	B.Com	10
4	Sri. Vinod Kumar Mootha	Independent Director	B.Com	10
5	Mrs. Rupal Bandari	Woman Director	BBM	10

During the financial year 2022-23, 10 Board meetings were held on 10-04-2022, 01-07-2022, 07-07- 2022, 26-07-2022,18-08-2022, 20-10-2022, 03-12-2022, 28-12-2022, 15-02-2023, 28-02-2023 the intervening gap between any two meetings was within the period prescribed in section 173 of the Companies Act, 2013.

B. Key Managerial Personnel:

As required under section 203 of the Companies Act, 2013, apart from the Managing Director the following are the Key Managerial Personnel.

Sri. Praveen Birsingh Choudhary - Company Secretary

Sri.Sripad Chandrakanth Hanchate - Chief Financial Officer

C. Declaration by Independent Director(s) :

Sri Rajendrakumar Shantilalji Dhoka, Sri Vinod Kumar Mootha and Mrs. Rupal Bandari Independent Directors have furnished declaration to the effect that they meet the criteria of independence as provided

in sub-section (6) of Section 149 of the Companies Act, 2013.

8. Audit Committee :

The Audit Committee constituted by the Board consists of the following directors:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director Chairman

Sri. Vinod Kumar Mootha Independent Director Member

Sri V. M. Bhandari Whole-time Director Member

Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.

Sri Sripad Hanchate Chief Financial Officer

Vigilance Mechanism :

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees, stakeholders and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

9. Adequacy of internal financial controls with reference to the Financial Statements:

The internal financial controls are adequate to ensure that the financial statements are drawn up with due care to reflect the factual position.

Further pursuant to section 138 the Companies Act, 2013; the company has appointed M/s. Mootha S.K. & Co., CharteredAccountants, Loharwadi, Raichur- 580101 as the InternalAuditorforthe Company

10. Composition of Nomination and Remuneration Committee and its policy.

The Nomination and Remuneration Committee consists of the following members:

Sri. Rajendrakumar Shantilalji Dhoka Independent Director Chairman

Sri. Vinod Kumar Mootha Independent Director Member

Mrs. Rupal Bhandari Non Executive Director Member

Sri Praveen Birsingh Choudhary Company Secretary as Secretary to the Committee.

The number of Director on the Board of the Company is only five out of which two are independent directors. The Audit Committee and Nomination and Remuneration have been constituted amongst them however ensuring compliance with the provisions of the Act.

The Company has drawn up the remuneration policy considering the various parameters prevalent in Raichurdistrict, one ofthe backward districts in Karnataka State. Furtherthe remuneration fixed forthe Managing Director and the Whole-time Director, the core promoters ofthe company is meager and so also the remuneration offered to other Key Managerial Personnel.

11. Managerial Remuneration :

1) The ratio ofthe remuneration of Managing Director and the Whole-time Director to the median remuneration ofthe employees ofthe Company is1:3. None ofthe Directors are paid any commission.

2) During the year the Directors were paid remuneration.

3) The percentage increase in the medial remuneration ofthe employees in the financial year is NIL

4) The number of permanent employees on the role ofthe Company is 7.

The company is situated in a backward district and considering the relevant parameters and in view of the fact that there is no increase in the remuneration to CFO and Company Secretary, and accordingly information under Rule 5 (viii) of Companies (Appointment and Remuneration Personnel) Rules, 2014 is not furnished. The remuneration paid to KMPs is as per the remuneration policy ofthe Company

12. Change in the nature of business :

There is no change in the nature ofthe business.

13. Subsidiaries, Joint Ventures and Associate Companies :

There are no Subsidiary / Joint Venture Companies. There are four Associate firms, viz., Kushal Enterprises, Bhandari Distributors (P) Ltd, Mukan Marketing (P) Ltd, RKB Foundation

14. Particulars of Loans, Guarantees or Investments :

The Company has, during the year not given any loan, provided any guarantee and made any investments falling within the purview of section 186 ofthe Companies Act, 2013.

15. Particulars of contracts or arrangements with related parties :

Details of related party transactions attracting the provisions of section 188 ofthe CompaniesAct, 2013 is provided in form AOC 2 as Annexure B to this Report.

16. Share Capital:

The paid up share capital ofthe Company stands at Rs.7,50,00,000/- (Rupees Seven crores and fifty lakhs only) consisting of 75,00,000 equity shares of Rs. 10 each.

17. Risk Management Policy :

The Company has drawn up a Risk Management Policy. The Board constantly reviews the policy to ensure that the fluctuation in market price for cotton would not impact the performance ofthe company. Also the raining pattern including possibility of any drought / deluge is studied which would adversely affect the cultivation of cotton. This exercise is done periodically for drawing up alternative plan to overcome the situation.

18. Fixed Deposits :

During the year under report, the Company has not invited / accepted / renewed any fixed deposit from public attracting the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

19. Listing with Stock Exchanges :

As perthe requirement of listing agreement with Bombay StockExchange Limited, Mumbai yourdirectors hereby declare that with regard to listing of shares there is no change in the status of discontinuance during the current year. Your Company is making all out efforts to secure the approval of the said Exchange for relisting of the securities and it is expected that it should materialize early.

20. Depository system :

As on 31st March 2023, 27,08,590 equity shares representing 36.11% of total paid up equity share capital of the Company have been in dematerialized.

21. Mechanism for formal Board evaluation .

Every Director is requested to evaluate the effectiveness of the Board and identify the areas of improvement and to evaluate the Board dynamics and inter-personal relations, inflow of information, decision making capacity and inclination of each director. The Board also constantly evaluates the contribution of the members and shares the information. The performance of independent directors is evaluated with reference to their ability to contribute and monitor corporate governance practice, effective participation in the long term strategic planning and commitment to their obligation and fiduciary responsibilities, including participation in Board meetings and committee meetings.

22. Directors’ Responsibility Statement:

Pursuant to section 134 (5), your Directors state:

(a) That in the preparation ofAnnualAccounts, the applicable accounting standards had been followed along, with proper explanation relating to material departures;

(b) That they 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 or loss of the company for that period;

(c) That they 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) That they had prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls and compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

(f) That they had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

23. Corporate Governance :

A report on Corporate Governance is attached to this report as Annexure C.

24. Auditors :

Pursuant to the provisions of Section 139 of the CompaniesAct, 2013 and the rules made there under, M/ s Dagliya & co, Chartered Accountants, Bangalore (Firm Registration No 000671S) who are appointed asAuditors of the Company for a term of 5 years from the financial year 2022-27 to till the conclusion of the Annual General Meeting of the financial year 2022-23.

25. Auditors’ Report:

Explanations or comments by the Board on the qualification, reservation or adverse remark or disclaimer made by the auditor are detailed bellow:

Ref. to Audit Report	Qualification / reservation / adverse remark / disclaimer	Explanation / comments by the Board
Basis for qualified opinion	(ii) The company has not ascertained from the creditors as to whether they are registered as Micro or Small Enterprise under Micro Small & Medium Enterprises Development Act, 2006 and as such the particulars of dues, if any accrued to such enterprises is not determined and provided for. Consequential impact on profit for the year and Trade payables as atthe yearend is not ascertainable.	The Company has large no. of creditors and they are all cotton growing farmers who are not required to register under Micro Small & Medium Enterprises Dev. Act, 2006. With regard to other entities action initiated to ascertain the applicability of the said Act. However this will not have any impact on the profit for the year andthe trade payables
Report on other legal and regulatory requirements	(iii) The Company has accounted the Retirement Gratuity on cash basis as against actuarial valuation basis as envisaged in AS-15 notified underRule7 ofthe Companies (Accounts) Rules, 2014 an disclosure required under this standard is not disclosed. Consequential impact on the accounts is not ascertainable.	Action is being taken to get the actuarial valuation done as envisaged in AS-15.

26. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204 of the Companies Act, 2013 is attached as Annexure D to this Report.1

27. Corporate Social Responsibility :

Your Company does not fall under the purview of eligibility criteria as defined under the provision of section 135 of the CompaniesAct, 2013 and hence the provisions of CSR are not applicable to the Company.

28. Maintenance of Cost records :

Pursuant to section 148(1) ofthe CompaniesAct, 2013 and Rules made there under, maintenance of cost records has not been prescribed by Central Government hence it is not applicable.

29. Prevention of Sexual Harassment at Workplace :

As perthe requirement of theSexual Harassment ofWomenatWorkplace(Prevention,Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made there under, your Company has constituted Internal Complaints Committees (ICC) and also states that there were no complaints reported/filed under the said Act.

30. Conservation of energy, technology absorption and exchange earnings and outgo :

i. Conservation of energy :

Statement attached as Annexure E to this report.

ii. Technology absorption :

The activity ofthe company is agro based and the operation being medium in size the company has not at present made any efforts in technology absorption.

iii. Foreign Exchange Earnings and out flow :

There is no Foreign Exchange in flow/ out go during the year under review.

31. Acknowledgements :

The Board of Directors place on record its appreciation ofthe continued support provided by the Bankers, stakeholders, valued customers, suppliers, employees at all levels and the Government and Local Authorities in conducting the Business activities ofthe Company.

Date : 24-08-2023 On behalf of R K B Agro Industries Limited

Place: Raichur.

S.K. Bhandari Managing Director DIN : 00409750

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Mar 31, 2014

Dear members,

The directors are pleased to present the annual report along with the audited financial statements for the year ended 31st March 2014.

FINANCIAL RESULTS:

Year ended Year ended Particulars 31.3.2014 31.3.2013

Turnover 60,752,688 93,574,489

Other Income 1,693,561 895,818

Total 62,446,249 94,470,307

Expenditure before Depreciation 52,800,749 90,374,485

Depreciation 2,059,675 1,013,335

Profit/(loss) before tax 7,585,826 4,087,917

Prior period expenses - Interest on loan 0 0

Current Tax, deferred tax adjustment and tax adjustment of prior periods. 1,504,110 (-) 224,218

Profit/(loss) for the period 6,081,716 4,312,135

OPERATIONS:

The total sales and other income during the year under review aggregated to Rs. 62,446,249/-as against Rs. 94,470,3071- in the previous year. The decrease in the turnover was on account of reduced production of kappas due to scanty rains in the region. However the profit for the year has increased at Rs. 7,585,826/- compared to the previous year which was of Rs. 3,082,487/-. This was possible due to cost cutting at levels and marked efficiency in the operation.

FUTURE OUTLOOK:

The Company has drawn up plans to increase the turnover over a period of time. In this direction the Company has made an investment to the extent of Rs 167.00 lakhs towards purchase and commissioning of certain balancing Plant and Machinery, in addition to construction of building aimed at increasing the operation ofthe Company. With this addition the turnover is expected to go up considerably.

DIVIDEND:

Your directors do not recommend any dividend for the year, in order to meet future contingencies and requirements.

DIRECTORS:

There is no change in the constitution ofthe Board. Mr. S. K. Bhandari, Director ofthe Company retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

FIXED DEPOSITS:

During the year under report, the Company has not invited any fixed deposit from public in terms ofthe provisions of section 58Aof the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING WITH STOCK EXCHANGES:

As per the requirement of listing agreement with stock exchanges, your directors hereby declare that the listing of shares had been discontinued throughout the year with the Bombay Stock Exchange Limited, Mumbai and efforts are being made for relisting of shares and the listing fees for the year 2014-15 stands paid.

DEPOSITORY SYSTEM:

2546890 equity shares representing 78.38 % of total paid up equity share capital ofthe Company have been in dematerialized form as on 31.3.2014.

CORPORATE GOVERNANCE:

A report on corporate governance is attached to this report.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was no Foreign Exchange Earnings in flow and out go during the year under review. DIRECTORS'' RESPONSIBILITY STATEMENT:

a) In the preparation ofthe annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at 31st March 2014 and the profit ofthe Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis. PARTICULARS OF EMPLOYEES:

None of the employee was in receipt of remuneration during the year or part of the year ended on 31.03.2014 exceeding such sum as prescribed under section 217 (2A) ofthe Companies Act, 1956 read with Companies (Particulars of Employee''s) Rules 1975 as amended from time to time.

AUDITORS:

M/s. Dagliya &Co., Chartered Accountants, existing auditors retire at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT:

With regard to observation in the Audit Report the Directors furnish the following explanation:

Para Observation of Auditors Reply

Qualified Opinion

(i) Details of creditors as to Macro The creditors constitute no Small and Medium Units SSI unit as Kappas the main raw material is agro based product and procured through agents and farmers. However steps are taken to identify SSI inits constituting sundry creditors so as to furnish particulars as required.

(ii) In the absence of net book value The machineries are obsolete of certain items of Plant & and the estimated realizable Machinery retired from active use value is expected to be less and held for disposal, we are than the written down value unable to confirm whether these as on 31-3-2014. assets are stated at lower of their book value and Net Realizable Value as required under AS-10 notified by the Companies (Accounting Standards) Rules, 2006. Consequential impart on the accounts is not ascetainable (Refer clause II (9) of Note 19 to the Financial Satements).

(iii) Accounted Retirement Gratuity on The work relating to get the cash babis as against valuation gratuity liability evaluated basis as envisaged in AS-15. under method is under progress Consequential impact on the and it would be implemented in accounts is not ascertainable. the coming year

Report on Other Legal and Regulatory Requirements

(1a) No particulars including quantity, The details are being noted. location recorded in fixed register

(3a) Company has granted loan to three The amount is not any loan parties and the amount involved given but it represents trade during the yearend balance is advance given in the course Rs. 1,62,50,899/- and the yearend of business. balance is Rs. 1,29,60,000/-

(3e) Company has loan from 25 parties. Loan has been taken from the Amount involved during the year is Directors and relatives towards Rs. 9,13,01,580/- and the yearend one time settlement of outstanding dues to financial institution and bank. Action initiated for conversion of the loan to equity.

(5b) Transactions with one of the parties The applicability or otherwise attract the provisions of section of the provisions of the 297 of the Companies Act, 1956 Comapnies Act are being requiring prior approval from the examined and if found Central Government which has not necessary actions will be been complied with. taken to get the approval/it compounded.

6 Contravention of the provisions of The company has not invited section 58A of the Comapnies Act. any deposit from the public except that the company has borrowed Rs. 7,10,80,880 from related parties to augument funds for settlement of pressing lenders. This loan carries no interest. The company is taking steps to comply with the procedural formalities in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy are furnished here under:

a) Conservation of energy:

Energy conservation measures taken - The Company has continued its conservation measures at its cotton ginning, pressing unit and sunflower/ cottonseed oil extraction unit that include correction of defective electrical installations.

b) Additional investment and proposals:

The additional investments have been made from time to time as and when required.

c) Impact of measures:

In a) and b) above resulted in avoidance of wastage of energy there by achieved reduction of power consumption.

The Company has no activity that is required to be furnished details of total energy consumption as per Form "A" of the annexure to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 as it does not fall under the industries specified in the schedule thereto.

The Company continued research and development activity consistently to ensure quality ofthe Company''s products that meet the requirement of the customers.

EMPLOYEE RELATIONS:

Industrial relations remain cordial and the Directors wish to place on record their appreciation ofthe valuable services rendered by the employees at all levels.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their appreciation for the continued support provided by the valued customers, suppliers, State and Central Government and Local Authorities in conducting the Business activities of the Company.

On Behalf of RKB Agro Industries Ltd

Date: 10-10-2014 S.K. Bhandari V.M. Bhandari

Place: Raichur. Managing Director Whole-time Director

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Mar 31, 2010

The Members,

The directors are pleased to present the annual report along with the audited financial statements for the year ended 31st March 2010.

FINANCIAL RESULTS :

Particulars Year ended Year ended 31.3.2010 31.3.2009

Turnover and other income 46,421,144 134,314,120

Depreciation 1,074,383 1,571,013

Profit / (Loss) before tax 169,519 (31,506,402)

Less: Provision for FBT - (0.30)

Add: Deferred taxation adjustment (5,817,816) 1,303,298

Profit/(Loss) after taxation 4,502,729 (30,412,207)

Add / (Less): brought from last year (129,279,756) (98,867,549)

Balance carried to balance sheet (117,202,027) (129,279,756)

OPERATIONS :

The total sales and other income during the year under review aggregated to Rs. 46,421,144 as against Rs. 134,314,120 in the previous year. The Company's net profit for the year was Rs. 4,502,729 as against loss of Rs.30,412,207 during the previous year.

DIVIDEND :

Your directors do not recommend any dividend for the year

DIRECTORS :

There is no change in the constitution of the Board. Mr. V. M. Bhandari and Mr. Shantilal Mootha, Directors of the Company retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

FIXED DEPOSITS :

During the year under report, the Company has not invited any fixed deposit from public in terms of the provisions of section 58 A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING WITH STOCK EXCHANGES :

As per the requirement of listing agreement with stock exchanges, your directors hereby declare that the listing of shares had been discontinued throughout the year with the following exchange and efforts are being made for relisting of shares and the listing fees for the year 2009-10 stands paid.

Bombay Stock Exchange Ltd Phiroze Jee Jeebhoy Towers, Dalai Street Mumbai.

DEPOSITORY SYSTEM :

19,36,990 equity shares representing 59.613% of total paid up equity share capital of the Company have been in dematerialized form as on 31.3.2010.

CORPORATE GOVERNANCE:

A report on corporate governance is included in the annual report.

DIRECTORS' RESPONSIBILITY STATEMENT:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) Appropriate Accounting Policies have been selected and applied consistently and have 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 31st March 2010 and the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES :

None of the employee was in receipt of remuneration during the year or part of the year ended on 31.03.2010 exceeding such sum as prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee's) Rules 1975 as amended from time to time.

FOREIGN EXCHANGE EARNINGS AND OUT GO :

There was no Foreign Exchange Earnings in flow and out go during the year under review.

AUDITORS :

M/s. "M/S. Dagliya & Co., Chartered Accountants, existing auditors retire at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT :

With regard to observation in the Audit Report the Directors furnish the following explanation :

Para Observation of Auditors Reply

11(e) Disqualification of On the basis of legal opinion Directors under obtained by the company, the section 274 (1)(g) Directors are not disqualified in terms of section 274 (1) (g) of the Companies Act, 1956.

II(f) Details of creditors The creditors constitute no SSI unit as to Macro Small and as Kappas the main raw material is Medium Units agro based product and procured through agents and farmers. However step are taken to identify SSI units constituting sundry creditors so as to furnish particulars as required

II(g) Non making provision Details and confirmation being ascert towards interest accr ained and provisioning will be -ued on the dues considered in the next financial payable to Canara Bank year. Further the Company is contem -plating a proposal for OTS and the outcome will be reported in the coming year. As regards short provi -sion for interest of KSFC corporate loan, the Company's proposal for OTS is under active consideration of KSFC and therefore no provision for penal interest was made.

II(h) Non providing for This is being done and will be Retirement Gratuity reported in the coming year

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars relating to conservation of energy are furnished here under.

a) Conservation of energy: Energy conservation measures taken: The Company has continued its conservation measures at its cotton ginning, pressing unit and sunflower/ cottonseed oil extraction unit that include correction of defective electrical installations.

b) Additional investment and proposals: The additional investments have been made from time to time as and when required.

c) Impact of measures: In a) and b) above resulted in avoidance of wastage of energy there by achieved reduction of power consumption.

The Company has no activity that is required to be furnished details of total energy consumption as per Form "A" of the annexure to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 as it does not fall under the industries specified in the schedule thereto.

The Company continued research and development activity consistently to ensure quality of the Company's products that meet the requirement of the customers.

EMPLOYEE RELATIONS :

Industrial relations remain cordial and the Directors wish to place on record their appreciation of the valuable services rendered by the employees at all levels.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the continued support provided by the valued customers, suppliers, Karnataka State Financial Corporation, Canara Bank, State and Central Government and Local Authorities in conducting the Business activities of the Company.

For the Board of Directors

Place : Raichur Date :26th October 2010 S. K. Bhandan V. M. Bhandan Managing Director Whole-time Director