baba agro food limited

BABA AGRO FOOD LIMITED (Formerly Sri Krishna Metcom Limited)

BRANDED NON-BASMATI RICE

SPECIALISTS

ANNUAL REPORT 2018-19

BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1

OUR BRANDS


Ind

ex

The Year at a Glance 4

From the Chairman‟s Desk 6

Corporate Information 8

Notice of 11th AGM 10

Attendance Slip 26

Board of Directors‟ Report 28

Management Discussion & Analysis 50

Independent Auditors‟ Report 58

Financial Statements 67

Proxy Form 84

Route Map 90


Enhanced Focus on Branded Business

We are largest producer of “Branded Non Basmati Rice” in India

Our Branded Rice Sales grew up by 64% to Rs.224.27 cr in FY2019 from Rs. 81.85 cr in FY2018

Further Premium Non Basmati Rice sales grew up by 87% to Rs.114.69 cr in FY2019.

Our Leading brands are “BABA”, “PANCHAKANYA” & “SINGHAM”. 60% of total rice sales are

in these brands. In the state of Jharkhand & Odissa, our brand “BABA” is synonymous with

Rice. Other brands which we have are Middu Bhai, Good Boy, Monchu etc.

We are food processors but are always hungry. Our hunger is satisfied with continuous trust

of our “CUSTOMERS”

Manufacturing and Distribution capabilities

The Company has expanded its capacity by 6TPH in FY 2019 at Bandheya, Ranchi Unit.

We have also taken 3 units of 8 TPH each totaling to 24 TPH on Long Term Lease. Further we

have under gone establishing new unit of 20 TPH at Aurangabad, Bihar which will start its

operation expected by November 2019.

During year we have extensively developed distribution network in Odissa State due to

which our sale of premium segment rice has been increased.

Focus is on Premium Segment Non Basmati Rice as its generates higher net margins,

changes in affordability of people and changes in their choice.

“We made collective efforts to ensure that we stayed

on course towards realizing our goal and vision of

becoming BRANDED NON BASMATI RICE SPECIALISTS”

THE YEAR AT A GLANCE

Highest ever

Revenue

from operations

₹ 460.42 Crores,

an increase of 112%

over last year.

EPS at ₹ 10.80 per

share

for FY2018-2019,

as compared to

₹ 3.16 per share

in the previous year.

Highest ever EBITDA

of

₹ 24.39 Crores, an

increase of 132%

over last year.

Net Worth of the

Company

increased by 68%

to ₹ 35.44 Crores

from that of last

year.

Highest ever Profit

Before Tax of ₹ 19.74 Crores,

an increase of 222%

over last year

5-year Net Sales

growth CAGR of 55%

and EBITDA growth

CAGR of 39%.

Highest ever Profit

After Tax of ₹ 14.29 Crores,

an increase of 250%

over last year.

Return on Equity

increased to 50.52%

in FY 2018-2019 from

23.43% in FY 2018


20172018

2019

₹

82.11

₹

216.87

₹

460.42

Revenue ₹ in cr

2017 2018 2019

₹ 6.49

₹

10.53

₹

24.39

EBIDTA ₹ in cr

2017 20182019

₹ 1.75

₹ 6.12

₹ 19.74

PBT ₹ in cr

20172018

2019

₹ 1.17

₹ 4.09

₹

14.29

PAT ₹ in cr

2017 2018 2019

₹ 0.93

₹ 3.16

₹

10.80

EPS

2017 2018 2019

8.91%

23.43

%

50.52

%

Return on Equity

2017 20182019

₹

10.89

₹

15.98

₹

26.78

Book Value

2017 2018 2019

₹ 13.76

₹ 21.15

₹ 35.44

Net Worth ₹ in cr

2017 2018 2019

9.38%

14.24

%

16.01

%

Return on Investment


To Our Shareholders

It‟s a matter of enormous pleasure for me to report to you that your company has made

tremendous strides in the year gone by. The year has seen a number of significant

developments; events that have had a bearing on the performance for the last year, and

events that will shape the future of your company.

In terms of significant milestones, we can look back with pride and recount several; some of the

major events of the year are briefed herein.

In line with our vision of becoming BRANDED NON-BASMATI RICE SPECIALISTS, we also decided to

rename ourselves as BABA AGRO FOOD LTD.

A year in which bold step were taken to march towards becoming a brand driven non basmati

rice company with wide basket of varieties of rice, covering multiple price points, reaching

house hold of all income groups with their regional taste of rice like never before.

Your very own brand „BABA‟ was an answer to the needs of market and for the women who

actually played multiple roles, as a professional and a homemaker. The lack of time

compounded with increased disposable incomes has created a demand. BABA is very high

quality branded Non-basmati rice, which is hygienically packed and requires no tiresome

cleaning before cooking. BABA attained an iconic status amongst millions of households

countrywide and is amongst the top Non-basmati rice brands in India.

Financial Year in Review

The Financial Year 2018-19 has been quite promising and challenging for Baba Agro Food Ltd.

Overall, the company achieved greater heights this year. The results were quite promising in

Rice Industry.

I am pleased to report that 2018-19 was a year of solid performance and record profits for Baba

Agro Food Ltd (BAFL). The Company achieved a net profit of Rs. 142.93 million in FY2018-19, up

250% from Rs. 40.89 million a year ago. Revenue increased 112% to Rs. 4604.18. The record results

were achieved on the back of strong demand for our brand “BABA” in eastern region and the

successful takeover of 3 units of 24 TPH on lease.

Expansion in and Beyond Jharkhand

The Company continued to expand its parboiled non basmati rice in existing unit at Ranchi. As

at 31 March 2019, our total plant capacity after said expansion grew to 46 TPH, of which 24 TPH

was taken under lease. Further we are now going beyond Jharkhand and expanding our

capacity by 20 TPH with ultra modern fully automatic Buhler plant at Aurangabad, Bihar which is

expected to start its operation tentatively from November 2019.

FROM THE CHAIRMAN‟S DESK


Going forward, we will continue to strengthen our business model and invest in new promising

markets as well as to develop the new integrated business model to maintain the rapid growth

of the Company.

Outlook and Prospects

India continues to remain the fastest growing major economy in the world in 2018- 19, despite a

slight moderation in its GDP growth from 7.2 per cent in 2017-18 to 6.8 per cent in 2018-19. This

moderation in growth momentum is mainly on account of lower growth in „Agriculture & allied‟

sector which was lower in 2018-19 at 2.9 per cent after two years of good agriculture growth.

Since 2010, production as well as yield of both major crops - rice and wheat has increased

significantly. As per fourth advance estimates, production of rice is estimated at record 112.91

million tonnes while production of wheat is estimated at 98.70 million tonnes in 2017-18 crop

year.

Your Company‟s deep rural linkages and expertise in agri-commodity sourcing, coupled with

differentiation through value-added services is a critical source of competitive advantage for

the Branded Rice Businesses. Given the volatile market conditions caused by climatic variations,

changes in Government policies and demand-supply dynamics, your Company has invested

significantly in building competitively superior agri-commodity sourcing expertise.

In Appreciation

I extend a warm welcome to Mrs. Sasmita Mohanty to the Board of Directors as Independent

Director. Mrs. Sasmita Mohanty has been appointed to the Board on 20 August 2019 and

replaces Mr Jeevan Prasad, an Independent Director, who has resigned from the Board due to

his personal engagements. I would like to thank the former Board member for his past

contributions and support during his tenure.

I convey sincere appreciation to our employees, bankers, business associates and customers for

their steadfast support.

Last but not least, I would like to thank our shareholders for their continued support and

confidence in Baba Agro Food Ltd.

Yogesh Kumar Sahu

Chairman & Managing Director


BOARD OF DIRECTORS

Chairman & Managing Director

Mr. Yogesh Kumar Sahu

Whole Time Director

Mr. Gyan Prakash Sahu

Mr. Rajesh Agrawal

Non Independent Non-Executive Directors

Mrs. Binita Sahu

Independent Non-Executive Directors

Mr. Manish Mantri

Mr. Jeevan Prasad (till 19/08/19)

Mrs. Sasmita Mohanty (wef 20/08/19)

CHIEF FINANCIAL OFFICER

Mr. Rajesh Agrawal

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Kumari Deepshikha

BOARD COMMITTEES

Audit Committee

Mr. Manish Kumar Mantri – Chairman

Mr. Jeevan Prasad – Member (till 19/08/2019)

Mrs. Sasmita Mohanty – Member (wef 20/08/2019)

Mr. Gyan Prakash Sahu – Member

Stakeholders Relationship Committee

Mrs. Binita Sahu – Chairman (wef 20/08/2019)

Mr. Jeevan Prasad – Chairman (till 19/08/2019)

Mr. Yogesh Kr Sahu – Member (wef 20/08/2019)

Mr. Rajesh Agrawal – Member

Corporate Social Responsibility Committee

Mr. Yogesh Kumar Sahu – Chairman

Mrs. Sasmita Mohanty – Member

Mr. Rajesh Agrawal – Member

Nomination and Remuneration Committee

Mr. Manish Kumar Mantri – Chairman

Mr. Jeevan Prasad – Member (till 19/08/2019)

Mrs. Sasmita Mohanty – Member (wef 20/08/2019)

Mrs. Binita Sahu – Member

STATUTORY AUDITORS

M/s Agrawal Sukla & Co.,

Chartered Accountants

F-1902, Siddhesh Jyoti Bldg, Balram Street

Grant Road. Mumbai - 400007

SECRETARIAL AUDITORS

M/s Birendra Banka & Associates

Company Secretaries

Chandra Heights, Ground Floor

Ratu Road, Ranchi - 834001

INTERNAL AUDITORS

M/s. Jaiswal Chourasia & Co.,


Plot No 2238 Near Huda Market

Sector-46, Gurgaon - 122002

REGISTRAR & SHARE TRANSFER AGENTS

Link Intime India Private Limited

C-101, 247 Park, L.B.S. Marg, Vikhroli West

Mumbai- 400083, Maharastra, India

Tel:- +912249186200

Email: [email protected]

BANKERS

HDFC Bank Limited

Bank of Baroda

IDBI Bank Ltd

State Bank of India

REGISTERED OFFICE

504, Managel Murti Height

Harmu Road, Ranchi – 834001

Jharkhand, India

Phone: 051-2285853

E-mail: [email protected]

Website: www.skmltd.co.in

CIN: L15400JH2008PLC013255

WORKS

Bandheya Unit

Village: Bandheya, Lodhma road

PO Piska Nagri, Dist. Ranchi- 835303

Lease Units (1,2 &3)

Village: Bandhtoli, Tikratoli

PO Piska Nagri, Dist. Ranchi- 835303

Bihar unit

Plot 250, Shivganj, PO Madanpur

Dist. Aurangabad - 824208, Bihar

Corporate Information

tel:-

mailto:[email protected]

BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 0

Notice is hereby given that the 11th Annual General Meeting (AGM) of the Members of Baba

Agro Food Limited (Formerly known as Sri Krishna Metcom Limited) will be held on September

25th, 2019 Wednesday at 3.30 PM at Hotel Raj Residency, Kutchery Chowk, Ranchi – 834001,

Jharkhand to transact the following Business:-

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for

financial year ended March 31, 2019, together with Report of the Board of Directors and

the Auditors thereon.

2. Confirmation for appointment of M/s. Agrawal Shukla & Co., Chartered Accountants as

Statutory Auditors of the Company

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT further to the resolution passed in the 10th Annual General Meeting held

on 28th September, 2018 for the appointment of M/s Agrawal Shukla & Co, Chartered

Accountants, Mumbai (Firm‟s Registration Number: 0326151E) as the statutory auditor and

pursuant to provisions of section 139(1)& 142 of Companies Act, 2013 , the appointment of

M/s Agarwal Shukla & Co. be and is hereby ratified upto the period of appointment.”

3. To appoint a director in place of Mr. Gyan Prakash Sahu (DIN: 00194221), who retires by

rotation and, being eligible, offers himself for re-appointment.

Special Business:

4. To consider Modification in Managerial Remuneration and if thought fit in this regard, pass

with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration

Committee and approval of the Board and further to the provisions of Section 196, 197,

203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with

Schedule V to the Act and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 (including any statutory modification(s) thereof for the

time being in force), the remuneration of Mr. Yogesh Kumar Sahu (Chairman & Managing

Director, holding DIN 02139226), Mr. Gyan Prakash Sahu (Whole time Director holding DIN

00194221), and Mr. Rajesh Agrawal (Executive Director & Chief Financial Officer, holding

DIN 06448058) be and are hereby modified, subject to the limit specified in Schedule V, in

case of inadequate profit.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and

perform all such acts, deeds, matters and things, as may be considered necessary,

desirable or expedient to give effect to this resolution.”

5. To appoint Mrs. Sasmita Mohanty as an Independent Director and in this regard, pass the

following resolution as an Ordinary Resolution:

Notice of Eleventh Annual General Meeting


“RESOLVED THAT, Mrs. Sasmita Mohanty (DIN: 08540315), who was appointed as an

Independent Director, pursuant to Section 161 and other relevant provisions of the

Companies Act, 2013 and Rules made thereunder (including any statutory modification or

re-enactment thereof, for the time being in force), Articles of Association of the Company,

approvals and recommendations of the Nomination and Remuneration Committee, be

and is hereby appointed as an Independent Director of the Company with effect from

25th September, 2019 up to 24th September, 2024, and that she shall not be liable to retire

by rotation.”

“RESOLVED FURTHER THAT, the Board be and is hereby authorized to delegate all or any of

the powers to any committee of directors with power to further delegate to or any other

Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things

and take all such steps as may be necessary, proper or expedient to give effect to this

resolution.”

6. To Increase Authorized Share Capital of the Company

To consider and, if thought fit, to pass with or without modification, the following Resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable

provisions of the Companies Act, 2013 read with the rules framed thereunder as may be

amended from time to time and the Articles of Association of the Company, and the

regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to

the extent applicable, the approval of the members be and is hereby granted to the

Board of Directors of the Company to increase the authorized share capital of the

Company to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into: (i)

2,00,00,000 (Two Crores only) Equity Shares of Rs.10/- (Rupees Ten Only) each and (ii)

50,00,000 (Fifty Lakh Only) Preference Shares of Rs.10/- (Rupees Ten Only) each.”

RESOLVED FURTHER THAT pursuant to the applicable provisions of the Act, the existing

Clause V of Memorandum of Association of the Company is hereby repealed and

replaced with the following Clause V:

“V. The Authorised share Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty

Five Crores) only divided into

1. 2,00,00,000 (Two Crores only) Equity Shares of Rs.10/- (Rupees Ten Only) each and;

2. 50,00,000 (Fifty Lakh Only) Preference Shares of Rs.10/- (Rupees Ten Only) each

with the power to increase or reduce the share capital of the Company and to

cancel any number of unallotted shares and to divide the shares in the share in the

capital for the time being into different classes and to attach thereto respectively

such preferential, qualified or special right, privileges or conditions as may be

determined in accordance with the regulation of the Company & Subject to various

provisions of the Act.”

RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby

authorized jointly and/or severally to do all such acts, deeds, matters and things as may

be necessary and expedient to give effect to this resolution on behalf of the Company

and also to settle all questions, doubts or difficulties which may arise in its effective

implementation.”


7. To Issue and Offer Redeemable Preference Shares on a Private Placement basis.

To consider and, if thought fit, to pass with or without modification, the following Resolution

as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and such other applicable

provisions, if any, of the Companies Act, 2013 (“Act”) read with the Rules framed there

under, as amended from time to time and subject to the Memorandum and the Articles of

Association of the Company and the regulations/guidelines, if any, prescribed by any

relevant authorities from time to time, to the extent applicable and subject to such other

approvals, permissions and sanctions, as may be necessary and subject to such conditions

and modifications as may be considered necessary by the Board of Directors (hereinafter

referred to as the “Board”, which term shall be deemed to include any Committee thereof

or persons nominated by the Board, exercising the powers conferred on the Board by this

Resolution, for the time being) or as may be prescribed or imposed while granting such

approvals, permissions and sanctions which may be agreed to by the Board, consent of

the Company be and is hereby accorded to the Board to create, offer and/or invite to

subscribe, issue and allot, upto 39,80,000 (Thirty Nine Lakh Only Eighty Thousand)

Redeemable Preference Shares of face value of Rs.10 each at a price of Rs. 73/- per share

(including a share premium of Rs. 63/- per share) for an aggregate amount not exceeding

Rs. 29,05,40,000/- (Twenty Nine Crore Five Lakh Fourty Thousand only) on a private

placement basis, during financial year 2019-20, in one or more tranches to the persons

named hereunder, on the terms as prescribed hereunder.”

SN Name of Allottees Number of

Shares Consideration

1 Mr. Sudhir Prasad Sahu 1,30,000 94,90,000

2 Mr. Manish Kumar Sahu 6,50,000 4,74,50,000

3 Mr. Yogesh Kumar Sahu 10,52,000 7,67,96,000

4 Mr. Gyan Prakash Sahu 3,06,000 2,23,38,000

5 Mrs. Krishna Devi 1,62,000 1,18,26,000

6 Mrs. Rakhi Sahu 93,000 67,89,000

7 Mrs. Ekta Sahu 50,000 36,50,000

8 M/S Sudhir Prasad Sahu HUF 53,000 38,69,000

9 M/S Manish Kumar Sahu HUF 36,000 26,28,000

10 M/S Gyan Prakash Sahu HUF 1,75,000 1,27,75,000

11 M/S Yogesh Kumar Sahu HUF 1,76,000 1,28,48,000

12 M/S Shree Ram Enterprises Pvt Ltd 1,37,000 1,00,01,000

13 Mrs. Maya Kejriwal / Mrs. Sarita Kejriwal 68,500 50,00,500

14 Mr. Parth Kejriwal / M/s Suresh Kr Kejriwal HUF 68,500 50,00,500

15 Mr. Naresh Kr Kejriwal / Mr. Suresh Kr. Kejriwal 68,500 50,00,500

16 M/S Rahul Carbon Commercial Pvt Ltd. 1,37,000 1,00,01,000

17 Mr. Aditya Dhanuka, Mr. Rahul Dhanuka, Ms.

Deepshikha Dhanuka 68,500 50,00,500

18 Ms. Amita Singh 27,500 20,07,500

19 Mr. Gyanendra Kumar Singh 41,000 29,93,000

20 Mr. Ajay Kumar Jain 55,000 40,15,000

21 Mr. Arihant Jain 55,000 40,15,000

22 Mrs. Rekha Jain 27,500 20,07,500

23 Mr. Pankaj Sultania / Mrs. Arti Sultania 27,500 20,07,500


24 M/S Pankaj Sultania Design Studio Pvt Ltd 41,000 29,93,000

25 Mr. Himanshu Modi 27,500 20,07,500

26 M/S. Himanshu Gopal Swaroop Modi HUF 27,500 20,07,500

27 Mr. Gopal Swaroop Modi 27,500 20,07,500

28 Mr. Gopal Swaroop Modi HUF 27,500 20,07,500

29 Mrs. Madhu Devi Modi 27,500 20,07,500

30 Mrs. Suman Agrawal 35,000 25,55,000

31 M/s. Radheshyam Agrawal HUF 35,000 25,55,000

32 Mrs. Krishna Devi 34,000 24,82,000

33 Mr. Radheshyam Agrawal 33,000 24,09,000

39,80,000 29,05,40,000

Terms and Conditions of the Redeemable Preference Shares (“RPS”):

1. Priority with respect to payment of dividend or repayment of capital vis a vis equity

shares

2. Dividend: Nil; With respect to repayment of capital, Preference shares shall have priority

over Equity shares;

3. Participation in surplus fund: Nil;

4. Participation in surplus assets and profits on winding-up which may remain after the

entire capital has been repaid: Nil;

5. Payment of dividend on cumulative or non-cumulative basis: Not Applicable;

6. Conversion of preference shares into equity shares: Not convertible;

7. Voting rights: Voting Right as per section 47 (2) of the Act;

8. Redemption of preference shares: Preference Shares are redeemable at the end of

fifteen months from the date of allotment thereof or anytime earlier at the option of the

Company. The Preference Shares shall be redeemed at a price to be decided by the

Board of Directors but not exceeding a price of Rs. 90/- per share.

“RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts,

deeds and things and take all such steps and actions, execute all such deeds, documents

and writings and also give such directions and delegations, as it may in its such expenses

in relation there to and file documents, forms, etc. as required with the regulatory/

statutory authorities and authorise the officials of the Company for the aforesaid purpose,

as deemed fit.”

Place: Ranchi For and on behalf of

Date: 20th August 2019 Baba Agro Food Limited

(Formerly known as Sri Krishna Metcom Limited)

Sd/-

Kumari Deepshikha

Company Secretary

ACS No. 56980


Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or

proxies to attend and to vote instead of himself/herself and such proxy need not be a

member of the company. Proxies in order to be effective must be deposited at Registered

Office of the Company, duly completed and signed, not less than 48 hours before the

commencement of the meeting. A Proxy form is sent herewith. Proxy form submitted on

behalf of the Companies, Societies, etc. must be supported by an appropriate resolution /

authority, as applicable.

A person can act as proxy on behalf of members‟ not exceeding fifty (50) and holding in

the aggregate not more than ten (10) percent of the total share capital of the Company.

A member holding more than 10% of the total share capital of the company carrying

voting rights may appoint a single person as proxy and such person shall not act as a

proxy for any other person or shareholder.

2. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 is annexed

hereunder and forms part of the Notice.

3. Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (LODR)

Regulations, 2015 the Register of Members & Share Transfer books of the Company will

remain closed from Thursday, the 19th September, 2019 to Wednesday, the 25th day of

September, 2019 (both days inclusive).

4. Members are requested to bring their copies of the Annual Report with them, since

separate copies will not be distributed at the venue of the Annual General Meeting.

5. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending

the Meeting.

6. In case of joint holders only such joint holder who is higher in the order of names will be

entitled to vote.

7. Members desiring any information on accounts are requested to write to the Company at

least 10 days before the meeting so as to enable the management to keep the

information ready for reply.

8. Members, who hold shares in electronic form are requested to notify their DP and Client ID

Number at the AGM for easier identification.

9. NRI Members are requested to inform the investors Services Department of the Company

immediately of:-

a. Particulars of their bank account maintained in India with complete name, branch,

account type, account number, and address of the bank with pin code number, if

not furnished earlier; and

b. Change in their residential status and address in India on their return to India for

permanent settlement.

10. To prevent fraudulent transactions, members are advised to exercise due diligence and

notify the Company of any change in address or demise of any member as soon as

possible. Members are also advised not to leave their demat account(s) dormant for long.

Periodic statement of holdings should be obtained from the Concerned Depository

Participant and holdings should be verified.


11. Electronic copy of the Annual Report is being sent to all the members whose email IDs are

registered with the Company/Depository Participant(s) for communication purposes unless

any member has requested for a hard copy of the same. For members who have not

registered their email address, physical copies of the Annual Report is being sent in the

permitted mode.

12. Electronic copy of the Notice of the 11th Annual General Meeting of the Company inter

alia indicating the process and manner of E-voting along with Attendance Slip and Proxy

Form is being sent to all the members whose email IDs are registered with the

Company/Depository Participant(s) for communication purposes unless any member has

requested for a hard copy of the same. For members who have not registered their email

address, physical copies of the Notice of the 11th Annual General Meeting of the

Company inter alia indicating the process and manner of E-voting along with Attendance

Slip and Proxy Form is being sent in the permitted mode.

Voting through electronic means

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended by the Companies (Management

and Administration) Amendment Rules, 2015 and Regulation 44 and 45 of SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to

provide the members facility to exercise their right to vote at the Annual General Meeting

(AGM) by electronic means and the business may be transacted through e-Voting Services. The

facility of casting the votes by the members using an electronic voting system from a place

other than venue of the AGM (“remote e-voting”) will be provided by National Securities

Depository Limited (NSDL) in respect of all the agendas set out in the notice.

The e-voting period commences on September 22, 2019 (9:00 am) and ends on September 24,

2019 (5:00 pm). During this period shareholders‟ of the Company, may cast their vote

electronically. The e-voting module shall also be disabled for voting thereafter. Once the vote

on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it

subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of 18th September, 2019. Any person, who

acquires shares of the Company and become member of the Company after dispatch of the

notice and holding shares as of the cut-off date i.e. 18th September, 2019, may obtain the login

ID and password by sending a request at [email protected] or [email protected].

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1 : Log-in to NSDL e-Voting system

1. Visit the e-voting website of NSDL Open web browser by typing the following:

http://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon „Login‟ which is

available under „Shareholders‟ section.

3. A new screen will open. You will have to enter your User ID, your Password and a

Verification Code as shown on the screen.



Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at

http://www.eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-

services after using your log-in credentials, click on e-Voting and you can proceed to Step 2

i.e. cast your vote electronically.

4. Your User Id details are given below:

Manner of holding shares

i.e. Demat (NSDL or CDSL)

or Physical

Your User ID

i) For members who hold

shares in demat account

with NSDL

8 Character DP ID followed by 8 Digit Client ID

For example If your DP ID is IN300*** and Client ID is 12******

then your User ID is IN300***12******

ii) For Members who hold

shares in demat account

with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is

12************** then your user ID is 12**************

iii) For Members holding

shares in Physical Form.

EVEN Number followed by Folio Number registered with the

Company. For example if Folio Number is 001*** and EVEN

is 110347 then user ID is 110347001***

5. Your password details are given below:

i. If you are ready registered for e-Voting, then you can use your existing password to

login and cast your vote.

ii. If you are using NSDL e-voting system for the first time, you will need to retrieve the

„initial password‟ which was communicated to you. Once you retrieve your „initial

password‟, you need to enter the „initial password‟ and the system will force you to

change your password.

iii. How to retrieve your „initial password‟?

a) If your e-mail ID is registered in your demat account or with the company, your

„initial password‟ is communicated to you on your e-mail ID. Trace the e-mail

sent to you from NSDL from your mailbox. Open the e-mail and attachment i.e.

a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit

Client ID for NSDL account, last 8 digits of Client ID for CDSL account or folio

number for shares held in physical form. The .pdf file contains your „User ID‟ and

your „initial password‟.

b) If your e-mail ID is not registered, your „initial password‟ is communicated to you

on your postal address.

6. If you are unable to retrieve or have not received the „Initial password‟ or have forgotten

your password:

i. Click on „Forgot User Details / Password?‟ (If you are holding shares in your demat

account with NSDL or CDSL) option available on www.evoting.nsdl.com.

ii. „Physical User Reset Password?‟ (If you are holding shares in physical mode) option

available on www.evoting.nsdl.com.

http://www.evoting.nsdl.com/



iii. If you are still unable to get the password by aforesaid two options, you can send a

request at [email protected] in mentioning your demat account number / folio

number, your PAN, your name and your registered address.

7. After entering your password, tick on Agree to „Terms and Conditions‟ by selecting on the

check box.

8. Now, you will have to click on „Login‟ button.

9. After you click on the „Login‟ button, Home page of e-Voting will open.

Step 2: Cast your voting electronically on NSDL e-voting System.

How to cast your vote electronically on NSDL e-voting system?

A. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on

e-Voting. Then, click on Active Voting Cycles.

B. After click on Active Voting Cycles, you will be able to see all the companies „EVEN‟ in which

you are holding shares and whose voting cycle is in active status.

C. Select „EVEN‟ of company for which you wish to cast your vote.

D. Now you are ready for e-Voting as the Voting page opens.

E. Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the

number of shares for which you wish to cast your vote and click on „Submit‟ and also

„Confirm‟ when prompted.

F. Upon confirmation, the message „Vote cast successfully‟ will be displayed.

G. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

H. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members:

i. Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF / JPG Format) of the relevant Board Resolution / Authority Letter etc.

with attested specimen signature of the duly authorised signatory(ies), who are

authorised to vote, to the Scrutinizer by e-mail to [email protected] with a

copy marked to [email protected].

ii. It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential. Login to the e-Voting website will be

disabled upon five unsuccessful attempts to key in the correct password. In such an

event, you will need to go through the „Forgot User Details / Password?‟ or „Physical User

Reset Password?‟ option available on www.evoting.nsdl.com to reset the password.




iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-Voting user manual for Shareholders available at the download

section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request

at [email protected].

Please note the following:

A member may participate in the AGM even after exercising his right to vote through remote e-

voting but shall not be allowed to vote again at the AGM.

A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the

facility of remote e-voting as well as voting at the AGM through physical ballot form.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to

be held, allow voting with the assistance of scrutinizer, by use of physical ballot form for all those

members who are present at the AGM but have not cast their votes by availing the remote e-

voting facility.

The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

presence of at least two witnesses not in the employment of the Company and shall make, not

later than three days of the conclusion of the AGM, a consolidated scrutinizer‟s report of the

total votes cast in favour or against, if any, to the Chairman or a person authorized by him in

writing, who shall countersign the same and declare the result of the voting forthwith.

Other information:

o Your login id and password can be used by you exclusively for e-voting on the resolutions

placed by the companies in which you are the shareholder.

o It is strongly recommended not to share your password with any other person and take

utmost care to keep it confidential.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members

and e-voting user manual for members available at the Downloads sections of

https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

The Notice of the Eleventh Annual General Meeting (AGM) of the Company inter alia indicating

the process and manner of e-Voting process along with printed Attendance Slip and Proxy Form

can be downloaded from the link https://www.evoting.nsdl.com or www.skml.co.in.

By the order of Board of Directors

For Baba Agro Food Limited


Sd/-

Kumari Deepshikha

Company Secretary

ACS No. 56980



https://www.evoting.nsdl.com/


Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item No. 2

Ratification of Statutory Auditors

With the introduction of The Companies Amendment Act, 2017 read with Notification S.O.

1833(E) dated 7th May 2018 there is no requirement of annual ratification of appointment of

statutory auditor, but in the 10th Annual general Meeting along with the resolution of

appointment of the statutory Auditor i.e., Agrawal Shukla & Co. it was resolved that it would be

required to annually ratify appointment of statutory auditor by the shareholders at every general

meeting hence Company seeks members consent for ratification of appointment of a statutory

auditor.

The tenure of statutory auditor shall remain same as per resolution passed in 10th Annual

General Meeting i.e. from the conclusion of 10th Annual General Meeting till the conclusion of

15th Annual General meeting but from next year no annual ratification for appointment of

statutory auditor shall be done.

Item No. 4

Modification in Managerial Remuneration

The Company recognizes the valuable contributions made by the Managerial Persons, for its

development and it is felt that the time spent and contribution made by them be compensated

adequately. Accordingly, it is proposed to make the payment of Rs. 72 lacs to Mr. Yogesh

Kumar Sahu, Chairman & Managing Direcctor, Rs. 72 lacs to Mr. Gyan Prakash Sahu, Whole

time Direcctor and Rs. 42 lacs to Mr. Rajesh Agrawal, Whole time Direcctor cum CFO of the

company. As the remuneration proposed to be paid to Managerial Persons pertains to the

financial year 2019-20, the Company will require the approval from the Shareholders by passing

Special Resolution as per applicable provisions of the Companies Act, 2013.

Item No. 5

Appointment of Mrs. Sasmita Mohanty as an Independent Director

The Board, at its meeting held on August 20, 2019, appointed Mrs. Sasmita Mohanty as an

Independent Director of the Company with effect from August 20, 2019, pursuant to Section 161

of the Companies Act, 2013. The Company has also received (i) consent in writing from Mrs.

Sasmita Mohanty to act as Director in Form DIR 2 pursuant to Rule 8 of the Companies

(Appointment & Qualification of Directors) Rules, 2014 („Appointment Rules‟), (ii) intimation in

Form DIR 8 in terms of the Appointment Rules from Mrs. Sasmita Mohanty to the effect that she is

not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the

effect that she meets the criteria of independence as provided in subsection (6) of Section 149

of the Act.

In the opinion of the Board, Mrs. Sasmita Mohanty fulfils the conditions for independence

specified in the Act, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and he is independent. A copy of the draft letter for the

appointment of Mrs. Sasmita Mohanty as an Independent Director setting out the terms and

conditions is available for inspection without any fee by the members at the Company‟s

registered office during normal business hours on working days up to Wednesday, September

25, 2019.


The resolution seeks the approval of members for the appointment of Mrs. Sasmita Mohanty as

an Independent Director of the Company up to September, 24th 2024 pursuant to Sections 149,

152 and other applicable provisions of the Act and the Rules made thereunder (including any

statutory modification(s) or re-enactment(s) thereof ) and he shall not be liable to retire by

rotation.

All the material documents referred to in the Notice and Explanatory Statement such as the

appointment letter, statutory forms etc. are available for inspection without any fee by the

members at the Company‟s registered office during normal business hours on working days from

the date of dispatch of the notice up to the last date of voting, i.e. Wednesday, September 24,

2019.

No director, key managerial personnel or their relatives except Mrs. Sasmita Mohanty to whom

the resolution relates is interested in or concerned with the resolution in Item no. 5.

The Board recommends the resolution set forth in Item no. 5 for approval of the members

Item No. 6

The Board has appraised the financial requirement of the Company including the need to incur

capital expenditure for establishing of Unit at Aurangabad, Bihar along with making

arrangements for Working Capital. The Board therefore decided to raise further capital by way

of issue of equity shares/preference shares/directly and/or through issue of warrants carrying

option to subscribe for equity shares. In order to enable issue and allotment of shares, it is

proposed to increase the present Authorized Share Capital of the Company to Rs.25,00,00,000/-

(Rupees Twenty Five Crores Only) divided into: (i) 2,00,00,000 (Two Crores only) Equity Shares of

Rs.10/- (Rupees Ten Only) each and (ii) 50,00,000 (Fifty Lakh Only) Preference Shares of Rs.10/-

(Rupees Ten Only) each.”

Therefore alteration of Clause V of Memorandum of Association is contemplated under

Resolution No.6 of this notice.

The members consent is sought increase the authorized share capital of the Company as

aforesaid.

None of the directors/ key managerial personnel of the Company or their relatives are

concerned or interested in the resolution.

The Board of Directors recommends the Item No. 6 to be passed by the members of the

Company as Ordinary Resolution.

Item No. 7

Further it is proposed to issue and allot upto 39,80,000 Redeemable Preference shares of face

value of Rs. 10 each at a price of Rs. 73/- per share for an aggregate amount not exceeding Rs.

29,05,40,000/- (Twenty Nine Crore Five Lakh Fourty Thousand only) to the persons / entities

named in the resolution.

Information required under Rule 9 and 13 of Companies (Share Capital and Debentures) Rules,

2014 and Rule 14 of The Companies (Prospectus and Allotment of Securities) Rules, 2014


a. Objectives of the issue: capital expenditure for establishing of Unit at Aurangabad, Bihar

along with making arrangements for Working Capital.

b. Kind of security and the total number of securities to be issued and amount intended to

be raised: upto 39,80,000 Redeemable Preference shares at Rs. 73/- per share for an

aggregate amount not exceeding Rs. 29,05,40,000/- (Twenty Nine Crore Five Lakh Fourty

Thousand only)

c. the price or price band at/within which the allotment is proposed: shares shall be issued

at price of Rs. 73/- per share including a share premium of Rs. 63/- per share

d. Nature of shares (i.e. cumulative or non - cumulative, participating or non-participating,

convertible or non –convertible): Non- Cumulative, Non-participating, non-convertible,

Redeemable Preference Shares

e. Manner of issue of shares: Private Placement

f. Basis on which the price has been arrived at along with report of the registered valuer

and name and address of valuer who performed valuation: The issue price has been

arrived at based on the valuation report dated August 20, 2019 issued by Mr. Shashi

Agarwal, Registered Valuer (Securities or Financial Assets), Reg. No.

IBBI/RV/06/2019/11433 having office at Subarna Appartment, 21N Block-A, New Alipore,

Kolkata – 700053

g. Relevant date with reference to which the price has been arrived at: August 20, 2019.

h. Date of passing of Board resolution: August 20, 2019

i. the class or classes of persons to whom the allotment is proposed to be made: It is

proposed to allot shares to a constituent of the Promoters Group and other investors as

named in the resolution.

j. Intention of promoters, directors or key managerial personnel to subscribe to the offer:

the offer will be made both to the Promoters Group and non promoters

k. Terms of redemption, manner and modes of redemption: Preference Shares are

redeemable at the end of fifteen months from the date of allotment thereof or anytime

earlier at the option of the Company. The Preference Shares shall be redeemed at a

price to be decided by the Board of Directors but not exceeding a price of Rs. 90/- per

share.

l. the proposed time within which the allotment shall be completed: the allotment is

proposed to be completed within one year from the date of passing the members

resolution.


m. the names of the proposed allottees

SN Name of Allottees Number of

Shares Consideration

1 Mr. Sudhir Prasad Sahu 1,30,000 94,90,000

2 Mr. Manish Kumar Sahu 6,50,000 4,74,50,000

3 Mr. Yogesh Kumar Sahu 10,52,000 7,67,96,000

4 Mr. Gyan Prakash Sahu 3,06,000 2,23,38,000

5 Mrs. Krishna Devi 1,62,000 1,18,26,000

6 Mrs. Rakhi Sahu 93,000 67,89,000

7 Mrs. Ekta Sahu 50,000 36,50,000

8 M/S Sudhir Prasad Sahu HUF 53,000 38,69,000

9 M/S Manish Kumar Sahu HUF 36,000 26,28,000

10 M/S Gyan Prakash Sahu HUF 1,75,000 1,27,75,000

11 M/S Yogesh Kumar Sahu HUF 1,76,000 1,28,48,000

12 M/S Shree Ram Enterprises Pvt Ltd 1,37,000 1,00,01,000

13 Mrs. Maya Kejriwal / Mrs. Sarita Kejriwal 68,500 50,00,500

14 Mr. Parth Kejriwal / M/s Suresh Kr Kejriwal HUF 68,500 50,00,500

15 Mr. Naresh Kr Kejriwal / Mr. Suresh Kr. Kejriwal 68,500 50,00,500

16 M/S Rahul Carbon Commercial Pvt Ltd. 1,37,000 1,00,01,000

17 Mr. Aditya Dhanuka, Mr. Rahul Dhanuka, Ms.

Deepshikha Dhanuka 68,500 50,00,500

18 Ms. Amita Singh 27,500 20,07,500

19 Mr. Gyanendra Kumar Singh 41,000 29,93,000

20 Mr. Ajay Kumar Jain 55,000 40,15,000

21 Mr. Arihant Jain 55,000 40,15,000

22 Mrs. Rekha Jain 27,500 20,07,500

23 Mr. Pankaj Sultania / Mrs. Arti Sultania 27,500 20,07,500

24 M/S Pankaj Sultania Design Studio Pvt Ltd 41,000 29,93,000

25 Mr. Himanshu Modi 27,500 20,07,500

26 M/S. Himanshu Gopal Swaroop Modi HUF 27,500 20,07,500

27 Mr. Gopal Swaroop Modi 27,500 20,07,500

28 Mr. Gopal Swaroop Modi HUF 27,500 20,07,500

29 Mrs. Madhu Devi Modi 27,500 20,07,500

30 Mrs. Suman Agrawal 35,000 25,55,000

31 M/s. Radheshyam Agrawal HUF 35,000 25,55,000

32 Mrs. Krishna Devi 34,000 24,82,000

33 Mr. Radheshyam Agrawal 33,000 24,09,000

39,80,000 29,05,40,000

n. the change in control, if any, in the company that would occur consequent to the

preferential offer: No change in control of the company pursuant to the allotment of

Preference Shares

o. the number of persons to whom allotment on preferential basis have already been

made during the year, in terms of number of securities as well as price: Nil


p. The pre issue and post issue shareholding pattern of the company and expected

dilution: Since the preference shares are not convertible, no dilution is expected to

happen upon issuance of redeemable preference shares.

The pre and post equity pattern of the company is given below:

Sr.

No. Category

Pre Issue Post Issue*

No. of Shares % No. of Shares %

A Promoters‟ holding

1 Indian

Individual/HUF 97,32,971 73.55% 97,32,971 73.55%

Non Individual NIL NIL NIL NIL

Sub-total 97,32,971 73.55% 97,32,971 73.55%

2 Foreign promoters - -

Sub-Total (A) 97,32,971 73.55% 97,32,971 73.55%

B Non-promoters/Public holding

1 Institutional investors NIL NIL NIL NIL

2 Non-institution

Corporate bodies 13,64,000 10.31% 13,64,000 10.31%

Individual/HUF 21,36,000 16.14% 21,36,000 16.14%

Sub-Total (B) 35,00,000 26.45% 35,00,000 26.45%

GRAND TOTAL 1,32,32,971 100% 1,32,32,971 100%

* Since the Preference Shares shall be redeemable and not convertible, there will not be any

change in the equity shareholding pattern of the company.

None of the other directors, key managerial personnel of the Company or their relatives are

concerned or interested in the resolution.

The Board of Directors recommends the Item No. 7 to be passed by the members of the

Company as Special Resolution.


ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO SEBI (LISTING OBLIGATIONS

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON

GENERAL MEETINGS:

As required pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings, the

particulars of Directors seeking appointment/re-appointment:

Brief profile of Mr. Gyan Prakash Sahu (DIN: 00194221) who retires by rotation and, being

eligible, offers himself for re-appointment as Whole Time Director

Name Mr. Gyan Prakash Sahu

Designation to which appointed Whole Time Director

Date of Birth 22/02/1977

Date of Appointment on Board April 1, 2017

Address: 101, Krishna Appartment, Ratu Road, Ranchi – 834001, Jharkhand

Qualification Commerce Graduate

Experience He has started his career in the family business. Later, he started

Mines Crusher in year 2002 at Barbil, Odissa as his 1st independent

venture and has made it a successfully venture. Thereafter, he

moved to food processing from year 2007 with establishment of

Rice Mill. He is an expert on Non-Basmati Paddy & Rice

Manufacturing as well as Supply Chain Management. He has over

10 years of experience in the field of manufacturing as well as

trading of Paddy, Rice, Wheat, Atta, Flour, Maize and Poultry

Feed. His passion for food processing helped him excel in the rice

industry with several expansions and also let him to setup ultra

Modern Whole Wheat Processing Plant.

Association Member of FJCCI & JSIA

Shareholding in the Company as on

March 31, 2019 (individual capacity)

28,24,530 (21.34%)

Number of Board Meetings Attended

during the year

8

Directorship and Committee

membership held in other companies

as on 31 March 2019

Directorship:-

Baba Food Processing India Pvt Ltd

Sri Krishna Mineral Ore Pvt Ltd

Committee Membership:- Nil

Inter-se relationships between Directors

and Key Managerial Personnel

Mr. Gyan Prakash Sahu, Whole Time Director is the brother of Mr.

Yogesh Kumar Sahu, Chairman & Managing Director.

Terms & Conditions for re-appointment

Terms & Conditions of appointment or re-appointment are as per

the Nomination and Remuneration Policy of the Company.

Details of Remuneration last drawn

Remuneration last drawn during Financial Year 2018-19 is 60.00

Lacs

Details of Remuneration Sought to be

paid

Remuneration is decided by Board of Directors on the

recommendation of Nomination and Remuneration Committee

which is as per the Nomination and Remuneration Policy of the

Company.


Brief profile of Mrs. Sasmita Mohanty who is being appointed as

Woman Independent Director

Name Mrs. Sasmita Mohanty

Designation to which appointed Woman Independent Director

Date of Birth 21/12/1971

Address: 188, Harmony Apartments, Pocket 1, Sector – 4, Amberhai,

Dwarka Sector – 6, South West Delhi, Delhi – 110075

Qualification Strategic Management from IIM Ahmedabad ( IIMA)

Masters in Business Administration -HR

Masters in Sociology

Experience Companies that She worked/ is working for:

BTL - Bollore International Logistics / Bollore Ports

(Currently since last 14 years: Responsible for South Asia.

Earlier area of responsibility included Middle East and

South Asia.

Menlo WW (A Conway Group US based Company)

Sapient Corporation (An IT company headquartered at

USA)

Exel India Pvt Ltd ( A British Company – Now widely

known as DHL)

OMFED ( Govt Of Odisha, India)

Other Experience

Speaker with some management schools like KIIT-BBSR,

SCMLD - Pune, JV (SU), IMS– Indore and HR events of BT

and EY

Association CHRO Forum

Indian Management Association

NHRD- Delhi Chapter

Shareholding in the Company NIL

Reason for Appointment To fulfill the requirements of Section 149 of the Companies

Act, 2013 read with Companies (Appointment and

Qualification of Directors) Rules, 2014 and Regulation 17 of

the Securities and Exchange Board of India(Listing

Obligations and Disclosure Requirements) Regulations, 2015

Date of Appointment 20th August, 2019


BABA AGRO FOOD LIMITED (Formerly Known As Sri Krishna Metcom Limited)

504, MANGAL MURTI HEIGHTS, 5TH FLOOR, RANI BAGAN, HARMU ROAD,

RANCHI, JHARKHAND-834001

ATTENDANCE SLIP FOR 11TH ANNUAL GENERAL MEETING

(To be handed it over at venue of the Meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s)

of Baba Agro Food Limited.

DP ID

Client ID

Folio No.

Name & Address of Shareholders

Name of Joint Holder(s)

No. of Shares held

I hereby record my presence at the Annual General Meeting of the Company on

Wednesday, the 25th day of September, 2019 at 3:30 pm in Hotel Raj Residency, Kutchery

Chowk, Ranchi – 834001 Jharkhand.

Shareholder‟s/Proxy‟s name in Block Letters Signature of Shareholder/Proxy

Note: Shareholders wishing to attend the meeting must bring the attendance slip, duly signed to

the meeting and hand it over at the entrance of the hall.

The e-voting period commences on September 22, 2019 (9:00 am) and ends on September 24,

2019 (5:00 pm).

ATTENDANCE SLIP


To

The Members,

Baba Agro Food Limited


Dear Members,

Your directors are pleased to present before you the 11th Annual Report of the Company along

with the audited financial statement for the year ended on 31st March 2019.

1. Financial Result

The financial performance of the Company for the Financial Year ended on 31st March,

2019 and for the previous Financial Year ended on 31st March, 2019 is given below:

Rs. In Lacs

Particulars 2018-19 2017-18

Gross Revenue 46,041.75 21,686.64

Profit Before Interest & Depreciation 2,438.86 1,053.42

Depreciation 291.02 296.93

Profit before Tax (PBT) 1,974.05 612.13

Provision for Tax 544.72 203.23

Profit After Tax (PAT) 1,429.33 408.90

Provision for Proposed Dividend including tax - -

Profit for the year carried to Reserve & Surplus 1429.32 408.90

Earnings Per Share (EPS) 10.80 3.16

2. Operations:

For the financial year 2018-2019, your Company recorded net revenue of Rs. 4,604.17

million as against Rs. 2,168.66 million in the previous year and thereby recorded growth of

112% in the net sales. The key growth driver during the year was mainly due to increasing

own production than that of job work for others and also increasing the sale of premium

segment products. Your company continues its vision to be leaders in the Non Basmati

Rice.

For the financial year 2018-2019, the Company achieved Profit before tax of Rs. 197.41

million as against Rs. 61.21 million for previous financial year. The major driver for the

increase in profit is increasing production for its own marketing rather than that of job work

for others. We concentrated in our own production and marketing the products in our

own brands as well also launching the premium segment products with higher profitability.

BOARD OF DIRETORS REPORT


3. Change in the Nature of Business, if any:

There were no changes in the nature of business of the Company during the year under

review.

4. Annual Return:

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies

Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules,

2014 in Form No. MGT-9 is enclosed herewith as Annexure I

5. Board Meetings and Attendance:

The Directors of the Company met at regular intervals with the gap between two

meetings not exceeding 120 days to take a view of the Company‟s policies and strategies

apart from the Board matters. The notices of the Board meetings are given well in

advance to all the Directors of the Company. Additional meetings were held depending

upon the requirements of the Company.

During the year under review, the Board of Directors met 8 (Eight) times and Board

Meetings were held as on the following dates:

Sl. No. Date of the Meeting

Meeting 1 05.04.2018

2 29.05.2018

3 23.08.2018

4 06.11.2018

5 01.12.2018

6 14.01.2019

7 28.01.2019

8 30.03.2019

Attendance of the Directors

Sl. No. Name of the Director No. of Board Meeting

Held Attended

1. Mr. Gyan Prakash Sahu 8 8

2. Mr. Yogesh Kumar Sahu 8 8

3. Mr. Jeevan Prasad 8 8

4. Mr. Rajesh Agrawal 8 8

5. Mrs. Binita Sahu 8 8

6. Mr. Manish Kumar Mantri 8 8

6. Director‟s Responsibility Statement:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the

Companies Act, 2013 to the best of their knowledge and belief the Board of Directors

hereby submit that:

a) In the preparation of the Annual accounts, for the year ended on March 31, 2019 the

applicable accounting standards have been followed and there are no material

departure from the same;


b) The directors had selected such accounting policies and applied them consistently

and made judgements and estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company for the Financial Year

ended on March 31, 2019;

c) The directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

d) The directors had prepared the Annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and are operating

effectively and

f) The directors had devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems were adequate and operating effectively.

7. Comment on Auditor‟s Report

There were no qualifications, reservations, adverse remarks or disclaimer made by the

auditors in their report for the financial year ended on March 31, 2019.

8. Particulars of Loans, Guarantees of Investments made under the provisions of Section 186

of the Companies Act, 2013

The details of loans, investment, guarantees and securities covered under the provisions of

Section 186 of the Companies Act, 2013 are provided in the financial statement.

9. Particulars of Contracts or arrangement made with Related Parties

During the year under review, contracts or arrangements entered into with the related

party, as defined under Section 2(76) of the Companies Act, were in ordinary course of

business and at arm‟s length basis. Details of the transactions pursuant to Compliance of

Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)

Rules, 2014 are enclosed herewith as Annexure II.

During the year the Company has not entered into any materially significant related party

transactions which may have potential conflict with the interest of the Company at large.

Suitable disclosures as required are provided in AS-18 which is forming the part of the notes

to financial statement.

10. The State of Company‟s Affairs

During the year under review the Company has put all its efforts in serving required

products to all its customers on time. The turnover during the reporting period amounted

to Rs. 4,604.17 million. Directors are thankful to all its suppliers for on time delivery of the

products. The effort of our suppliers is the backbone to our Company.


The Company continued to expand its parboiled non basmati rice in existing unit at

Ranchi. As at 31 March 2019, our total plant capacity after said expansion grew to 46 TPH,

of which 24 TPH was taken under lease. Further we are now going beyond Jharkhand and

expanding our capacity by 20 TPH with ultra modern fully automatic Buhler plant at

Aurangabad, Bihar which is expected to start its operation tentatively from November

2019.

Going forward, we will continue to strengthen our business model and invest in new

promising markets as well as to develop the new integrated business model to maintain

the rapid growth of the Company.

11. Internal Financial Control Systems and their Adequacy

The Company has its internal financial control system commensurate with operations of

the Company. The management regularly monitors the safeguarding of its assets,

prevention and detection of frauds and errors, and the accuracy and completeness of

the accounting records including timely preparation of reliable financial information.

The head of Internal Audit together with External audit Consults and reviews the

effectiveness and efficiency of these systems and procedures to ensure that all assets are

protected against loss and that the financial and operational information is accurate and

complete in all respects.

12. Reserves

The Company has Closing Balance of Rs. 2,220.48 Lacs as Reserve and Surplus as on

31.03.2019. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sl. No. Particulars Amount (Rs. In Lacs)

1 Opening Balance 521.15

2 Profit for the year 1,429.33

3 Share Premium 270.00

Total 2,220.48

13. Material Changes and Commitments, if any affecting the Financial position of the

Company occurred between the end of the Financial Year to which the Financial

Statements relates and the date of the Report

The name of the company has been changed from Sri Krishna Metcom Limited to Baba

Agro Food Limited w.e.f. 14.05.2019 via fresh Certificate of Incorporation issued by ROC,

Jharkhand. The name has been changed in view of better representation of the main

objects of the company.

No other material changes and commitments, affecting the financial position of the

Company occurred between the ends of the Financial Year to which the Financial

Statements relates till the date of the Report.


14. Transfer to the Investor Education and Protection Fund

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013

do not apply as there was no dividend declared and paid in last seven years so the

Company was not required to transfer any amount to the Investor Education and

Protection Fund (IEPF) established by Central Government pursuant to the provision of

Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period

of 7 years from the date it became due for repayment.

15. Conversion of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

The information pertaining to conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014

A. Conservation Energy:

i) The steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption.

Therefore, achieving reduction in per unit consumption of energy is an ongoing

exercise in the company. The Company ensures optimal use of energy with

minimum extent of wastage as far as possible. The day to day consumption is

monitored in an effort to save energy.

ii) The steps taken by the Company for utilizing alternate source of energy:

The Company is exploring an alternate source of energy for internal generation of

power for captive consumption.

iii) The capital investment on energy conservation equipment:

Company has not made any capital investment on energy conservation

equipment.

B. Technology Absorption:

The Company is always in pursuit of finding the ways and means to improve the

quality and reduce the cost of its products. The company has not imported any

technology during the year nor has separate independent research and

development activity and hence as such no material amount of expenditure was

incurred on technology and research and development activity.

C. Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and

outgo is Nil.

16. Statement concerning development and implementation of Risk Management Policy of

the Company

The Company has in place, a mechanism to identify, assess, monitor and mitigate various

risks towards the key business objectives of the Company. Major risks identified by the

business and functions are systematically addressed through mitigating actions on a

continuing basis.

17. Directors and Key Managerial Personnel:

There has been no change in the Board of Directors and Key Managerial Personnel during

the period under review.


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

Sr. No. Name Designation DIN

1. Mr. Yogesh Kumar Sahu Chairman / Managing Director 00194221

2. Mr. Gyan Prakash Sahu Whole-time Director 02139226

3. Mr. Rajesh Agrawal Whole-time Executive Director 06448058

4. Mr. Jeevan Prasad * Independent Director 02486814

5. Mrs. Binita Sahu Non Executive Woman Director 07792268

6. Mr. Manish Kumar Mantri Independent Director 07794554

7. Mr. Rajesh Agrawal Chief Financial Officer -

8. Ms. Kumari Deepshikha ** Company Secretary -

* Mr. Jeevan Prasad resigned from 19/08/2019

** Ms Kumari Deepshikha appointed as Company sectary wef 25/05/2019 by Board of

Directors after resignation of Ms. Shilpa Burman on same date.

18. Declaration of Independent Directors

The independent directors of the Company Mr. Jeevan Prasad and Mr. Manish Kumar

Mantri have confirmed to the Board that they meet the criteria of independence as

specified under Section 149(6) of the Companies Act 2013 and they qualify to be the

Independent Directors. They have also confirmed that they meet the requirements of

Independent Director as mentioned under Regulation 16(1) (b) SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the

Board.

19. Formal Annual Evaluation Process by Board:

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

Board has carried the evaluation of its own performance, performance of Individual

Directors, Board Committees including the Chairman of the Board on the basis of

attendance, contribution and various criteria as recommended by the Nomination and

Remuneration Committee of the Company. The evaluation of the working of the Board, its

committees, experience and expertise, performance of specific duties and obligations etc

were carried out. The Directors expressed their satisfaction with the evaluation process

and outcome.

The performance of each of the non-independent directors (including the Chairman) was

also evaluated by the Independent Directors at separate meeting held of Independent

Directors of the Company.

20. Corporate Governance

Since the Company‟s securities are listed on EMERGE SME Platform of NSE, by virtue of

Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the

compliance with the Corporate Governance provisions as specified in Regulations 17 to

27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of

Schedule V are not applicable to the Company. Hence Corporate Governance does not

form part of this Board‟s Report.

21. Subsidiaries, Joint Ventures and Associate Companies

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


22. Deposits

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor

reviewed any deposits during the financial year.

23. Statutory Auditors

Members of the Company in 10th Annual General Meeting of the Company held on

28.09.2018 appointed M/s Agrawal Shukla & Co, Chartered Accountants as the statutory

auditor of the Company for the tenure of five years starting from the conclusion of 10th

Annual General Meeting till the conclusion of 15th Annual General Meeting subject to

annual ratification by members. Hence, Board hereby proposes for ratification of

appointment of M/s Agrawal Shukla & Co, Chartered Accountants as the statutory auditor

of the Company.

24. Secretarial Auditor

The Board appointed M/S Birendra Banka & Associates, Company Secretaries to conduct

Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report for the

Financial Year ended 31st March, 2019 is enclosed herewith as Annexure III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse

remark or disclaimer

25. Disclosures

A. Meetings of Audit Committee

During the year under review, meeting of Audit Committee was held on 29th May,

2018, 23rd August, 2018 and 5th November, 2018 and attendance records of the

members of the Committee are as follows:

Name Status

No. of the

Committee

Meeting entitled

No. of the

Committee

Meeting attended

Mr. Manish Kumar Mantri,

Independent Director Chairman 3 3

Mr. Jeevan Prasad,

Independent Director Member 3 3

Mr. Gyan Prakash Sahu,

Wholetime Director Member 3 3

B. Meetings of Nomination & Remuneration Committee

During the year under review, Meeting of Nomination and Remuneration Committee

was held on 29th October, 2018 and the attendance records of the members of the

Committee are as follows:

Name Status

No. of the

Committee

Meeting entitled

No. of the

Committee

Meeting attended

Mr. Manish Kumar Mantri,


Mr. Jeevan Prasad,

Independent Director Member 1 1

Mr. Binita Sahu, Non-Executive

Non-Independent Director Member 1 1


C. Meeting of Stakeholder‟s Relationship Committee

During the year under review, meeting of Nomination and Remuneration

Committee was held on 30th June 2018 and 1st October 2018 and the attendance

records of the members of the Committee are as follows:

Name Status

No. of the

Committee

Meeting entitled

No. of the

Committee Meeting

attended

Mr. Jeevan Prasad,


Mrs. Binita Sahu, Non-

Executive Non-

Independent Director

Member 2 2

Mr. Rajesh Agrawal,

Executive Director Member 2 2

26. Details of significant and material orders passed by the Regulators or Courts or Tribunals

There were no significant and material orders issued against the Company by any

regulating authority or court or tribunal that could affect the going concern status and

Company‟s operation in future.

27. Share Capital

A. Provision of money by company for purchase of its own shares by employees or by

trustees for the benefits of employees

The Company has not made any provision of money for purchase of its own shares

by employees or by trustees for the benefit of employees as per Rule 16(4) of

Companies (Share Capital and Debentures) Rules, 2014.

B. Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in

accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule

8(13) of the Companies (“Share Capital and Debentures) Rules, 2014.

C. Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential voting rights during

the financial year as per Rule 4(4) of Companies (Share Capital and Debentures),

Rules, 2014.

D. Issue of Employee Stock Option

The Company has not issued any employee stock option during the financial year as

per Rule 12(9) of Companies (Share Capital and Debentures), Rules, 2014.

E. Initial Public Offer

The Company has not issued any initial public issue during the financial year.


28. Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee‟s

remuneration and other details as required pursuant to Section 197(12) of the Companies

Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 as amended from time to time, are enclosed as

Annexure IV.

The details of remuneration paid to the Directors including the Managing Director of the

Company are given in Form MGT-9 forming part of the Directors Report.

29. Management Discussion and Analysis Report

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

Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is enclosed as Annexure V hereto and forms

part of this Report.

30. Disclosure under Sexual Harrassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013

The Company has always been committed to provide a safe and conductive work

environment to its employees. Your Director further state that during the year under review

there were no cases filed pursuant to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

31. Acknowledgements

Your directors would like to place on record their appreciation for the support to the

Company received from the Employees at all levels. Our growth was made possible by

their hard work, solidarity, cooperation and support. We would also like to thank our

Bankers, Associates and all other clients and well-wishers.

FOR AND ON BEHALF OF THE BOARD

BABA AGRO FOOD LIMITED


Sd/-

Place: Ranchi Yogesh Kumar Sahu

Date: August 20, 2019 Chairman


Annexure I

FORM NO MGT 9

Extract of Annual Return as on the financial year ended on 31st March, 2019

[Pursuant to section92(3)of the Companies Act, 2013 and rule12(1)of the Companies

(Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

i. CIN

L15400JH2008PLC013255

ii. Registration Date

31.07.2008

iii. Name of the Company

Baba Agro Food Limited (Formerly Known

As Sri Krishna Metcom Limited)

iv. Category/Sub-Category of the Company

Company Limited by Shares/Non-government

Company

v.

Address of the Registered office and

contact details

504, Mangal Murti Heights, 5th Floor Rani

Bagan, Harmu Road, Ranchi, Jharkhand-

834001

vi. Whether listed company

Yes

vii.

Name, Address and Contact details of

Registrar and Transfer Agent, if any

Link Intime India Private Limited

C-101, 1st Floor, 247 Marg, Vikhroli (West),

Mumbai-400083

Maharashtra, India

Tel: +912249186200

Fax: +912249186195

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be

stated:-

Sr.

No.

Name and Description of main products/

services

NIC Code of the

Product/ service

% to total

turnover of the

company

1 Manufacture of Food Products (Food

Processing-Paddy/Rice) 1079 100%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name And Address Of

The Company

CIN/GLN Holding/ Subsidiary

/Associate

%of

shares

held

Applicable

Section

NA NA NA NA NA


4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the

year [As on 31-March-2018]

No. of Shares held at the end of the year [As

on 31-March-2019] %

Chang

e

during

the

year Demat Physical Total

% of

Total

Shar

es

Demat Physic

al Total

% of

Total

Shares

A. Promoters (including Promoter Group)

1) Indian

a) Individual/ HUF 97,32,971 NIL 97,32,971 73.55 97,32,971 NIL 97,32,971 73.55 NIL

b) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) State Govt.(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (A)(1): 97,32,971 NIL 97,32,971 73.55 97,32,971 NIL 97,32,971 73.55 NIL

2) Foreign NIL NIL NIL NIL NIL NIL NIL NIL NIL

NRI Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

Other Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL

Banks / FIs NIL NIL NIL NIL NIL NIL NIL NIL NIL

Any Other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (A)(2): NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total

shareholding of

Promoters and

Promoter Group) (A)

97,32,971 NIL 97,32,971 73.55 97,32,971 NIL 97,32,971 73.55 NIL

B. Public/ Non-promoter Shareholding

1. Institutions

a)Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

b)Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

c)Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL

d)State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

e)Venture Capital

Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

f)Insurance

Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL

g)FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL

h)Foreign Venture

Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

i)Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-Total (B)(1):- NIL NIL NIL NIL NIL NIL NIL NIL NIL


2. Non-Institutions

a) Bodies Corp.

Indian 1396000 NIL 13,96,000 10.55 13,42,000 NIL 13,42,000 10.14 (0.41)

Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Individuals

(i) Individual

shareholders holding

nominal share

capital up-to Rs. 2

lakh

4,43,946 NIL 4,43,946 3.35 4,50,000 NIL 4,50,000 3.40 0.05

(ii) Individual

shareholders holding

nominal share

capital in excess of

Rs 2 lakh

8,72,000 NIL 8,72,000 6.59 8,92,000 NIL 8,92,000 6.74 0.15

c) NBFC registered

with RBI NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) Employee

Trusts NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Depositories

(holding DRs)

(Balancing figure)

NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Others(Specify)

Hindu Undivided

Family 770000 NIL 770000 5.82 788000 NIL 788000 5.95 0.14

Non Resident

Indians (Non

Repat)

2000 NIL 2000 0.02 NIL NIL NIL NIL (0.02)

Non Resident

Indians (Repat) 6000 NIL 6000 0.05 6000 NIL 6000 0.05 NIL

Clearing Member 10054 NIL 10054 0.08 22,000 NIL 22,000 0.17 0.09

Sub-total(B)(2) 3500000 NIL 3500000 26.45 3500000 NIL 3500000 26.45 NIL

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

3500000 NIL 3500000 26.45 3500000 NIL 3500000 26.45 NIL

C. Shares held

By Custodian for

GDRs & ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total

(A+B+C) 1,32,32,971 NIL 1,32,32,971 100 1,32,32,971 NIL 1,32,32,971 100 NIL


ii. Shareholding of Promoters

SN

Shareholder‟s Name Shareholding at the beginning of the

year Shareholding at the end of the year

%

change

in share

holding

during

the

year

No. of

Shares

% of total

Shares of

the

compan

y

% of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered

to total

shares

1. Sudhir Prasad Sahu 3,85,663 2.91 NIL 3,85,663 2.91 NIL NIL

2. Yogesh Kumar Sahu 26,16,204 19.77 NIL 26,16,204 19.77 NIL NIL

3. Gyan Prakash Sahu 28,24,530 21.34 NIL 28,24,530 21.34 NIL NIL

4. Binita Sahu 4,75,685 3.59 NIL 4,75,685 3.59 NIL NIL

5. Ekta Sahu 6,86,781 5.19 NIL 6,86,781 5.19 NIL NIL

6. Krishna Devi 1,57,500 1.19 NIL 1,57,500 1.19 NIL NIL

7. Yogesh K Sahu (HUF) 3,80,347 2.87 NIL 3,80,347 2.87 NIL NIL

8. Gyan P. Sahu (HUF) 3,71,295 2.81 NIL 3,71,295 2.81 NIL NIL

9. Sudhir Pd Sahu (HUF) 18,34,966 13.87 NIL 18,34,966 13.87 NIL NIL

Total 97,32,971 73.55 NIL 97,32,971 73.55 NIL NIL

iii. Change in Promoter’s Shareholding (please specify, if there is no change)

Sr.

no

Particulars Shareholding at the beginning of the

year

Cumulative Shareholding during the

year

No. of shares % of total shares

of the company

No. of shares % of total shares

of the company

1. At the beginning of the year 97,32,971 73.55 97,32,971 73.55

2.

Date wise Increase / Decrease in

Promoters Share holding during the

year specifying the reasons for

increase

/ decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

No Change No Change No Change No Change

3. At the End of the year 97,32,971 73.55 97,32,971 73.55

iv. Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and holders of GDRs

and ADRs) S.

No.

Name of the Shareholders Shareholding at the

beginning of the year

Increase /Decrease in

shareholding

Cumulative Shareholding

at the end of the year

No. of

Shares

%age of

total shares

of the

Company

Increase Decrease No. of

shares

%age of

total shares

of the

Company

1 Aditya Dhanuka HUF NIL NIL 322000 - 322000 2.43

2 Current Opinion & Future

Trends Pvt. Ltd. 3,16,000 2.38 - 2000 314000 2.37

3 Ashok Sarkar Realtors LLP 2,90,000 2.19 18000 - 308000 2.32

4 Pratyush Foods Pvt. Ltd. 3,28,000 2.48 - 46000 282000 2.13

5 Narnolia Financial Advisors

Limited 2,92,000 2.21 - 16000 276000 2.08

6 Pankaj Sultania 98,000 0.74 - - 98000 0.74

7 Pankaj Sultania HUF 98,000 0.74 - - 98000 0.74

8 Pankaj Sultania Design

Studio Private Limited 98,000 0.74 - - 98000 0.74

9 Sparsh Kejriwal 82,000 0.62 - - 82000 0.62

10 Sparsh Kejriwal HUF 82,000 0.62 - - 82000 0.62

11 Praveen Kumar Agarwal 82,000 0.62 - - 82000 0.62

12 Nutrelis Project I. Pvt. Ltd. 68000 0.51 - - 68000 0.51

13 Vrinda Agarwal 66000 0.50 - - 66000 0.50

14 Suresh Kumar Kejriwal 58000 0.43 - - 58000 0.43

15 Raj Kumar Dhanuka (HUF) 3,22,000 2.43 - 322000 NIL NIL


v. Shareholding of Directors and Key Managerial Personnel

S. No. Name of the

Shareholders

Shareholding at the

beginning of the year

01.04.2018

Increase /Decrease in

shareholding

Cumulative Shareholding

at the end of the year

31.03.2019

No. of

Shares

%age of

total shares

of the

Company

Increase Decrease No. of

shares

%age of

total shares

of the

Company

1. Yogesh Kumar Sahu 26,16,204 19.77 NIL NIL 26,16,204 19.77

2. Gyan Prakash Sahu 28,24,530 21.34 NIL NIL 28,24,530 21.34

3. Binita Sahu 4,75,685 3.59 NIL NIL 4,75,685 3.59

4. Rajesh Agrawal 2,000 0.02 2,000 NIL 4,000 0.04

5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Rs. In Lacs

6. REMUNERATIONOFDIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Remuneration to Managing Director, Whole-time Directors and/or Manager

Amount in Rs. Lacs

Sl. No. Particulars of Remuneration MD - Yogesh

Kumar Sahu

WTD - Gyan

Prakash Sahu

Total

Amount

1 Gross salary

(a)Salary as per provisions contained in

section17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2)Income-tax Act,

1961

(c)Profits in lieu of salary

undersection17(3)Income-taxAct,1961

60.00

0.40

-

60.00

0.40

-

120.00

0.80

-

2 Stock Option NIL NIL NIL

3 Sweat Equity NIL NIL NIL

4 Commission

- as % of profit

- others, specify…

NIL NIL NIL

5 Others, please specify NIL NIL NIL

6 Total(A) 60.40 60.40 120.80

7 Ceiling as per the Act

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

2140.61 NIL NIL 2140.61

Total(i+ii+iii) 2140.61 NIL NIL 2140.61

Change in Indebtedness during

the financial year

- Addition

- Reduction

3425.33

(227.96)

1846.49 NIL

5271.82

(227.96)

Net Change 3197.37 1846.49 NIL 5043.86

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

5337.98

1846.49

NIL 7184.47

Total (i+ii+iii) 5337.98 1846.49 NIL 7184.47


ii. Remuneration to other directors

Amount in Rs. Lacs

iii. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Amount in Rs. Lacs

Sl. no. Particulars of

Remuneration

Key Managerial Personnel

CEO Company

Secretary

CFO Total

1. Gross salary

(a)Salary as per provisions

contained in section 17(1)of the

Income-tax Act,1961

(b)Value of perquisites u/s

17(2) Income-tax Act, 1961

(c)Profits in lieu of salary under

section 17(3)Income-tax Act,1961

NIL

-

-

2.51

-

-

30.00

-

-

32.51

-

-

2. Stock Option NIL NIL NIL NIL

3. Sweat Equity NIL NIL NIL NIL

4. Commission

- as % of profit

-others, specify…

NIL NIL NIL NIL

5. Others, please specify NIL NIL NIL NIL

6. Total - 2.51 30.00 32.51

7. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of

the

companies

Act

Brief

description

Details of Penalty/

Puni shment/ Compounding fees

imposed

Authority[RD

/NCLT/Court]

Appeal

made. If

any(give

details)

A. Company

Penalty NIL NIL NIL

Punishment NIL NIL NIL

Compounding NIL NIL NIL

B. Directors

Penalty NIL NIL NIL



C. Other Officers In Default

Penalty NIL NIL NIL



Sl. No. Particulars of Remuneration Manish Kumar

Mantri

Jeevan Prasad

Binita Sahu Total

Amount

1 Independent Directors

·Fee for attending board committee

meetings

·Commission

·Others, please specify (Coveyance)

0.50

-

-

0.55

-

-

-

-

-

1.05

-

-

2 Total(1) 0.50 0.55 - 1.05

3 Other Non-Executive Directors

·Fee for attending board committee

meetings

·Commission

·Others, please specify (Coveyance)

-

-

-

-

-

-

0.48

-

0.03

0.48

-

0.03

4 Total(2) - - 0.51 0.51

5 Total(B)=(1+2) 0.50 0.55 0.51 1.56

6 Overall Ceiling as per the Act


Annexure II

FORM NO. AOC 2 (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with

related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including

certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

NONE: DURING THE REPORTING PERIOD, ALL TRANSACTIONS WERE AT ARM‟S LENGTH BASIS.

(a) Name(s) of the related party and nature of relationship : NA

(b) Nature of contracts/arrangements/transactions : NA

(c) Duration of the contracts/arrangements/transactions : NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if

any : NA

(e) Justification for entering into such contracts or arrangements or transactions : NA

(f) date(s) of approval by the Board : NA

(g) Amount paid as advances, if any: NA

(h) Date on which the special resolution was passed in general meeting as required under

first proviso to section 188 : NA

2. Details of material contracts or arrangement or transactions at arm's length basis

NONE: DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR

ARRANGEMENT.

(*As defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015

and adopted by the Board of Directors in the Related Party Transactions Policy of the

Company, “Material Related Party Transaction” means a transaction with a related party if

the transaction/ transactions to be entered into individually or taken together with previous

transactions during a Financial Year, exceeds 10% of the annual consolidated turnover of

the company as per the last audited financial statements of the company.)

(a) Name(s) of the related party and nature of relationship : NA

(b) Nature of contracts/arrangements/transactions : NA

(c) Duration of the contracts/arrangements/transactions : NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if

any: NA

(e) Date(s) of approval by the Board, if any : NA

(f) Amount paid as advances, if any : NA

FOR AND ON BEHALF OF THE BOARD

BABA AGRO FOOD LIMITED

(Formerly Known As Sri Krishna Metcom Limited)

Sd/-

Place: Ranchi Yogesh Kumar Sahu

Date: August 20, 2019 Chairman


Annexure III

Form No. MR-3 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

To,

The Members,

Baba Agro Food Limited (Formerly known as Sri Krishna Metcom Limited)

We have conducted the secretarial audit of the compliance of applicable statutory provisions

and the adherence to good corporate practices by M/S Baba Agro Food Limited (Formerly

known as Sri Krishna Metcom Limited) (hereinafter called the company). Secretarial Audit was

conducted in a manner that provided us a reasonable basis for evaluating the corporate

conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company‟s books, papers, minute books, forms and returns filed

and other records maintained by the company and also the information provided by the

Company, its officers, agents and authorized representatives during the conduct of secretarial

audit, we hereby report that in our opinion, the company has, during the audit period covering

the financial year ended on March 31, 2019 complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance-

mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on March 31, 2019 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there

under to the extent of Foreign Direct Investment, Overseas Direct Investment and External

Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 („SEBI Act‟):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;


f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998;

i) The Securities and Exchange Board of India (Listing Obligation and Disclosure

Requirements) Regulations, 2015

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the National Stock Exchange

India of Ltd.;

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

We further report that The Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. There were

no changes in the composition of the Board of Directors during the period under review. The

name of the company has been changed from Sri Krishna Metcom Limited to Baba Agro Food

Limited w.e.f. 14.05.2019 via fresh Certificate of Incorporation issued by ROC, Jharkhand. The

name has been changed in view of better representation of the main objects of the company.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for

meaningful participation at the meeting.

Majority decision is carried through while the dissenting members‟ views are captured and

recorded as part of the minutes.

We further report that there are adequate systems and processes in the company

commensurate with the size and operations of the company to monitor and ensure compliance

with applicable laws, rules, regulations and guidelines.

Place: Ranchi For Birendra Banka & Associates,

Date: 30.05.2019 Company Secretaries

Sd/-

CS Birendra Banka

ACS No. 29788

C P No. 10774

Note:

The report is to be read with our letter with even date which is annexed as Annexure I and forms

an integral part of this report.


Annexure I to the Secretarial Audit Report for the financial year ended 31st March, 2019

To,

The Members

Baba Agro Food Limited


CIN: L15400JH2008PLC013255

504, Mangal Murti Heights,

5th Floor, Rani Bagan, Harmu Road,

Ranchi, Jharkhand-834001

Our report of even date is to be read along with this letter;

1. Maintenance of secretarial record is the responsibility of the management of the

Company. Our responsibility is to express an opinion on these secretarial records based

on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the processes and practices, we followed provide a

reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and

Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. Our examination was limited

to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company

nor of the efficacy or effectiveness with which the management has conducted the

affairs of the Company.

Place: Ranchi For Birendra Banka & Associates,

Date: 30.05.2019 Company Secretaries

Sd/-

CS Birendra Banka

ACS No. 29788

C P No. 10774


Annexure IV

Details pursuant to section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) rule, 2014 as amended

by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,

2016.

PARTICULARS OF REMUNERATION

A. The Ratio of the Remuneration of each Director to the Median Remuneration of the

Employees of the Company for the Financial Year 2018-19:

S. No. Name of Director and Designation Ratio of Median

Remuneration

1 Mr. Yogesh Kumar Sahu

Managing Director

51.53:1

2 Mr. Gyan Prakash Sahu

Whole-time Director

51.53:1

3 Mr. Rajesh Agrawal

Whole-time (Executive) Director

25.76:1

4. Mrs. Binita Sahu

Non Executive Women Director

NIL

5. Mr. Jeevan Prasad


NIL

6. Mr. Manish Kumar Mantri


NIL

B. The Percentage Increase in Remuneration of each Director, Chief Financial Officer,

Company Secretary, if any, in the Financial Year 2018-19:

S. No. Name of KMP and Designation

% increase in

Remuneration

1 Mr. Yogesh Kumar Sahu

Managing Director

100%

2 Mr. Gyan Prakash Sahu

Whole-time Director

100%

3

Mr. Rajesh Agrawal

Whole-time (Executive) Director &

Chief Finance Officer

66.67%

4. Ms. Shilpa Burman

Company Secretary

39.44%

C. The Percentage Increase in the Median Remuneration of Employees in the Financial Year

2018-19: There was an increase of 12.52% in the median remuneration of employees in the

financial year 2018-19.

D. The Number of Permanent Employees on the rolls of Company: 219


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: The average increase in salaries of employees

other than managerial personnel in 2018-19 was 11%, Percentage increase in the

managerial remuneration for the year was 13%.

F. Affirmation that the remuneration is as per the remuneration policy of the Company: The

Company‟s remuneration policy is driven by the success and performance of the

individual employees and the Company. Through its compensation package, the

Company‟s endeavors to attract, retain, develop and motivate a high performance staff.

Individual performance pay is determined by business performance and the performance

of the individuals measured through the annual appraisal process. The Company affirms

remuneration is as per the remuneration policy of the Company.


Annexure V

Indian Economy

India continues to remain the fastest growing

major economy in the world in 2018- 19, despite

a slight moderation in its GDP growth from 7.2 per

cent in 2017-18 to 6.8 per cent in 2018-19. This

moderation in growth momentum is mainly on

account of lower growth in „Agriculture & allied‟

sector which was lower in 2018-19 at 2.9 per cent

after two years of good agriculture growth.

Since 2010, production as well as yield of both

major crops - rice and wheat has increased

significantly. As per fourth advance estimates,

production of rice is estimated at record 112.91

million tonnes while production of wheat is

estimated at 98.70 million tonnes in 2017-18 crop

year.

Indian Rice Industry

Rice is the staple diet for nearly half of the global

population. Over 90% of the global rice output

and consumption is centred in Asia, wherein the

world‟s largest rice producers, China and India,

are also the world‟s largest rice consumers. India

is the second largest producer of rice after China

and the largest exporter in the world.

Rice production in India increased at 1.43%

CAGR during FY03-FY18. Rice production in

FY2017-18, at 111 million tonne (MT), constituted

40% of the total food grain production of 278 MT

in the country. India‟s total cereal export stood at

Rs. 56,259 crores, with rice exports at Rs. 54,061

crores (96.1 %).

India rice industry is expected to grow at CAGR

of 2.0% over the forecast period. India‟s fourth

advance estimates, production of rice is

estimated at record 112.91 million tonnes. The

factors such as government support in rice

production, favorable monsoons, rising number

of rice processing companies, increasing exports

are majorly impacting the growth of India rice

industry.

MANAGEMENT DISCUSSION AND ANALYSIS


“BABA risk management is

a dynamic process with

an attempt to constantly

identify all the emerging

risks and propose solutions

to manage it”

Export scenario

Rice grown in India can be broadly categorised as basmati and non-basmati.

Indian basmati, being one of the finest rice in the world, is exported to more than 100 countries,

and the market is expected to reach Rs. 32,000 crore in FY 2018-19. Similary non basmati rice

export is indeed down in 2018-19 to nearly 21,000 crore but volume of non basmati rice export is

much higher than that of basmati rice i.e. by nearly 70% higher.

Export data of Basmati rice and Non-Basmati rice (Amount in Cr, Qty in metric tonnes)

Cereals 2016-17 2017-18 2018-19

QTY Amount QTY Amount QTY Amount

Non Basmati Rice 67,70,804 16,929.87 86,48,488 22,967.82 75,99,674 21,185.27

Basmati Rice 39,85,195 21,512.90 40,56,758 26,870.16 44,14,584 32,804.30 Source: http://agriexchange.apeda.gov.in/indexp/exportstatement.aspx

Non-Basmati Rice varieties are mainly exported to Nepal, Benin, Senegal, and other African

nations. In FY 2017-18, India exported 8.6 million Tonnes of non-basmati rice worth Rs. 22,000

crore as against 6.8 Million Tonnes worth Rs. 17,000 crore in FY 2016-17, an annual increase of

35% in value terms. Non-basmati rice faces stiff competition from other rice exporters, primarily

Thailand and Vietnam. Moreover, the export of non-basmati rice is susceptible to changes in

government policies.

Domestic Scenario

The non-Basmati variety is known to be almost 50% or more cheaper than the Basmati variety. In

India, states like West Bengal, Uttar Pradesh, Odisha, Andhra Pradesh, Bihar, Jharkhand, Assam

and Telangana are among the largest consumers of non-Basmati rice.

The rice market, especially the non-basmati segment is largely unorganised and unbranded,

with low entry barriers. Stiff competition exists in both domestic and international markets, but

now non basmati rice companies aggressively focus on brand building through organised retail

and marketing. Indeed there is stable demand for non-basmati rice from both domestic and

international markets, demand of branded rice & Premium Non Basmati Rice in domestic

market is on an upward swing due to rising affluence and shift in customer preference towards

branded products.

Demand & Supply Scenario

Rice production in India accounts for 40% of total food grain production and most of it is

consumed within the country. Rice production during FY 2017-18 was 111 MT as against 110 MT in

FY 2016-17, depicting an annual increase of about 1.2%. The agriculture ministry aims to increase

rice production further to 113 MT in FY 2018-19.

More than 4,000 varieties of rice are grown in India to meet

diversified consumer demand. 40-45% of the produce is retained

by farmers for their own consumption and seed use. Of the

balance, common coarse variety, which is most widely eaten in

the country, is mandatorily procured by the government to ensure

food security under the Public Distribution system (PDS). Rice millers

procure the rest for marketing to consumers. 90% of rice grown is

non-basmati variety, which witnesses stable domestic demand

being the staple food for majority Indians. Rice mill players also earn

revenue from sale of by-products such as bran and rice bran oil.


“To meet the

challenge, BABA has

adopted the strategy of attracting retail

consumers across all price segments with a variety of retail packs”

On the supply side, rice production remains highly dependent on monsoon and faces

agricultural risks such as outbreak of diseases, which could lead to variance from the projected

production levels impacting supply and hence prices, and damages caused by poor storage

facilities.

Demand risk to the sector is moderate; 90% of rice grown in India is non-basmati variety, which

witnesses stable domestic demand being the staple food for majority Indians.

Nature & Extent of Competition

In India, rice sales are largely unbranded in nature. The unbranded unorganised sector

accounts for around 60% market share, despite the spread of modern trade as well as the huge

network of branded market to the Tier-2 and Tier-3 cities and towns in the recent years. But, the

rising penetration of organised retail and increasing customer awareness have forced players to

turn their attention towards establishing brands. This is true especially in the case of non basmati

rice, which enjoys a premium position in the rice industry. Brand development allows for

differentiation in a commoditised industry, and hence paves the way for better command on

pricing in the long term.

Of late, there has been a gradual shift to rice being sold in

packs – in lower and higher quantities, following the move by

a large number of traders and millers launching their own rice

brands, following the footsteps of the big players. Though, the

share of branded rice in the overall domestic rice market is

small in terms of volume.

Entry barriers are huge for new basmati entrants due to high working

capital requirement and stiff competition from known brands. Reputed

companies with established contract farming and paddy procurement relationships,

wide distribution networks and state-of-the-art manufacturing facilities, have

competitive advantage over smaller and less organised players.

Although the basmati category faces tough competition in the domestic market, Pakistan is the

only competitor internationally. And India enjoys an edge over it due to high production and

superior quality of the aromatic product.

The non-basmati segment is characterised by high competition as low entry barriers have led to

numerous industry players, both in domestic as well as the export markets. Low upfront capital

investment requirements, low technical intensity with largely standardised equipment, low skilled

manpower requirement, easy availability of raw material and steady demand characterise the

segment. The main export competitors in this category are Thailand and Vietnam.

The competitive risk, especially in the non-basmati segments, will continue to remain high given

the low entry barriers and large number of players. However, in the case of basmati rice, the

rising penetration of organised retail and increasing customer awareness, is paving the way for

better command on pricing in the long term.


Higher Procurement and Increase in MSP

The total rice procured by Food Corporation of India (FCI) in the 2018-19 marketing season was

at a higher level of 440 Lacs tonnes, compared to 381 Lacs tone procured in the previous

season.

Similarly, The total paddy procured by Food Corporation of India (FCI) in the 2018-19 marketing

season 655 Lacs tonnes, compared to 568 Lacs tone procured in the previous season.

The government in the last July increased the paddy MSP by 13% to 1,750/quintal, the biggest

hike in six years. It was part of an electoral promise to ensure farmers get at least 50% profit over

cost of crops for which MSPs are fixed. Further to support the farmers, the Government again

increased the MSP of kharif crops in line with the rising cost of production. The support price of

common variety rises from 1,750 a quintal to 1,815 while higher quality „Grade A‟ variety rises

from 1,770 to 1,835 a quintal.

Our Company Overview

“12 YEARS AGO, A SEED WAS SOWN.

TODAY, WE'RE STILL REAPING THE HARVEST”

Starting off from humble beginnings in 80‟s

as agricultural commodities traders in

eastern region of India, Promoters started

with 8 TPH rice mill at Ranchi Jharkhand

and in very 12 years of time, Today, We are

the leading processor of rice in Eastern

Region of India.

The delicious journey of Company began

under the brand name "Baba". The journey

starts with manufacturing rice taking pride

in its quality and retaining the taste and

aroma of purity.

The Company has emerged not just as one of the major non basmati rice producer company

but also as one of the largest branded non basmati rice manufacturers in India with one of most

efficient rice company in India as well as highest GST payer in Non Basmati segment.

Our company is in the business of processing of non-basmati and basmati rice in India. We are

one of the largest processors of non-basmati with a milling capacity of 1104 metric tons (after

expansion) per day in the State of Jharkhand. We have expanded our capacity by 144 metric

tons per day during the year.

Our Company is establishing a new ultra modern highly automated continuous Buhler‟s Swiss

Technology Paddy Processing & Rice Milling Plant with a installed capacity of 20 tons per hour

i.e. 480 metric tons per day at Aurangabad, Bihar with storage capacity of 65000 metric tons of

paddy to produce Premium Non Basmati Steam Rice with target to cater the market of East,

North East, North, few area of West and south as well as export to Gulf & Nepal.

Despite the stiff competition in the domestic market, demand for rice in India remained quite

strong during the year. Although domestic markets remains one of the highly price sensitive rice

markets, the organized players like us performed relatively better during the year compared to

the unorganized players, thanks to the implementation of GST in the previous financial year.


The FY19, a year of exceptional performance for the Company, was year when we had

passionate developments in our company. To improve our profitability we focused in our

competencies viz., brand, product mix, capacity enhancement, cost control. A favourable

industry scenario, coupled with the seamless execution of our strategic plans led to visible

growth in terms of revenues, profits, volumes as well as values. During the year, the Company

reported 86% y-o-y volume growth and 112% y-o-y value growth at the back of our strong focus

on branding, customer engagement, and wide distribution network.

With brand “BABA”, company is able to couple a strong brand image with an impressive

product range, catering the needs of the customers across different income segments, is what

helped the Company stay ahead of the curve. In few years, company with wide portfolio is able

to translate its ability to engage with different kinds of customer, grow their exposure, emerge as

the preferred supplier and attract new customers, creating a virtuous cycle of growth and

profitability.

Making of Baba

We were persistent and determined to grow. Over the years, we devised strategies and

persevered to create a business model that was robust, relatively non-cyclical and resistant

against weather vagaries.

The result is evident for all to appreciate. While unorganized rice millers focused on unbranding

due to GST, we focused extensively on our brand value, maintaining quality & supply under our

brands and that stand tall, that are truly premium. Today we are among few rice millers selling

under brand.

When others looked for quick returns with rigorous cost-control, we invested in state-of-the-art

manufacturing and large scale warehousing facilities that are our assets today and our biggest

strength for tomorrow.

When others treated rice as a commodity, we painstakingly created premium, aromatic, well-

aged non basmati brands coupled with a range of rice varieties.

It‟s no surprise then that when we nurture your business with care and confidence, you defy

difficult times and achieve defining results,

And in the process, “BABA” set new benchmarks for excellence.

RISKS MANAGEMENT

Regulatory risk: Any sudden change in the regulatory policies can adversely affect the industry

which in turn can impact the Company‟s business.

Non Basmati Rice has wide varieties like Banskati & Miniket consumed mostly in West Bengal,

Swarno & BPT in Bihar, Parmal in Jharkhand, Govind bhog in high end families, Sonam in Bihar

Odissa & South etc. Company with its wide basket has ensured its presence across all the

varieties to cater these regions. Normally regulatory policies in case of non basmati effects

export market only but since we deals in both regular and premium rice with wide varieties, we

can change focus from one to other.


Competition risk: Rising competition from the organized and unorganized players and other

major rice producing nations could impact sales and in turn profitability.

BABA is not just rice manufacturer rather is the market leader of branded segment of Non-

Basmati rice with basket of wide varieties of rice targeting almost all the segment. Due to

quality, consistent supply, brand image, wide varieties, convenience in carrying, value for

money peoples are moving towards branded rice now a days instead of loose unbranded rice.

Therefore risk from other unbranded rice producer is mitigated. Enhanced focus on a 360-

degree brand building exercise and engaging customers at multiple points resulting in an

integrated communication approach. Thereby, has been successful in maintaining its leadership

position for years now.

Raw material risk: Non availability of raw materials may impact the production and which in turn

may have an impact on the sales and profitability of the Company. At the same time, higher

cost of raw materials in off seasons may also impact the bottom-line.

At present major raw material Long Grain Paddy is available in around 100 Kms of plant and in

last one decade we have well connected with farmers, traders, aggregators ensuring regular

timely and quality paddy supply and therefore availability is not a constraint. Further company

has infrastructure to store around 50,000 metric tons of paddy (mostly premium quality) to

overcome the supply as well as cost of paddy in off season. Due to these company productions,

sale as well as profitability is not impacted.

Brand risk: If the License agreement through which the company owns the brand is not

renewed than it may affect the company growth. Further in a crowded marketplace, company

might lose recall, resulting in sluggish off-take, lower realizations and reduced profitability.

License agreement of brand BABA was for 7 years from FY15 which has now been extended by

15 years before completion of agreement with wider geographic locations. Further in case of

non basmati rice, mostly millers are just producers and trade as commodity and there are very

few miller who have developed brand so there is no crowded market place in case of branded

non basmati rice rather there is huge scope for it. We are Branded non Basmati Rice

manufacturer.

Geographical risk: Company is restricted its market in eastern zone only which shows high

geographical risk. Any substantial happening in this zone markets can impact the business of the

Company.

The Company has started its market from Jharkhand a decade ago and now it has its footprints

in Jharkhand, Bihar, Odissa, West Bengal. Further the company has also started or planned to

start its marketing in Assam, Delhi, Mizoram and Andhra Pradesh. After operation of Unit at Bihar,

Company will further expand its market in Export market i.e. Gulf & Nepal along with domestic

market in Gujarat, Maharastra, Telangana. This will moderate the risk arising from geographical

instability.


COMPLIANCE CERTIFICATE

(As per Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015)

We, Yogesh Kumar Sahu, Chairman & Managing Director and Rajesh Agrawal, Whole time

Director & CFO of Baba Agro Food Limited (Formerly known as Sri Krishna Metcom Limited), to

the best of our knowledge, information and belief, certify that:

1. We have reviewed Financial Statements and the Cash Flow Statement for the year ended

March 31, 2019 and;

a) These Financial Statements do not contain any materially untrue statement or omit

any material fact or contain statements that might be misleading;

b) These Financial Statements together present, in all material respects, a true and fair

view of the Company‟s affairs, the financial conditions and results of operations and

are in compliance with applicable accounting standards, laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the

Company during the year which are fraudulent, illegal or which violate the Company‟s

code of conduct.

3. We are responsible for establishing and maintain internal controls over financial reporting

by the Company and we have:

a) Designated such controls to ensure that material information relating to the

Company, is made known to us by others;

b) Designated or caused to be designated, such internal control systems over financial

reporting, so as to provide reasonable assurance regarding the preparation of

financial statements in accordance with Generally Accepted Accounting Principles

(GAAP);

c) Evaluated the effectiveness of internal control systems of the Company pertaining to

financial reporting.

4. During the year, we have disclosed to the Company‟s Auditors and the Audit Committee

of the Board of Directors:

a) Any change, that has materially affected or is reasonably likely to materially affect,

the Company‟s internal control over financial reporting;

b) Any significant changes in accounting policies during the year, and that the same

have been disclosed appropriately in the notes to the financial statements;

c) Instances of significant fraud, if any, that we are aware especially if any member of

management or employee involved in financial reporting related process. No such

instances were noticed during the year 2018-19;

d) All significant changes and deficiencies, if any, in the design or operation of internal

controls, which could adversely affect the Company‟s ability to record, process,

summarize and report financial data; and

e) All the material weaknesses in internal controls over financial reporting including any

corrective actions with regard to deficiencies.


5. In the event of any materially significant misstatements or omissions, we will return to the

Company that part of any bonus or incentive which was inflated on account of such

mistakes or omissions.

6. We affirm that we have not denied any employee, access to the Audit Committee of the

Company (in respect of matters involving alleged misconduct) and we have provided

protection to whistleblowers from unfair termination and other unfair or prejudicial

employment practices.

7. We further declare that all Board Members and senior managerial personnel have

affirmed compliance with the code of conduct for the current year.

sd/- sd/-

Place: Ranchi Yogesh Kumar Sahu Rajesh Agrawal

Date: 25/05/2019 Chairman & Managing Director Executive Director & CFO


TO,

The Members of Baba Agro Food Limited


Report on the Financial Statements

OPINION

We have audited the accompanying financial statements of Baba Agro Food Limited (“the

Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit

and Loss, statement of changes in equity and the Statement of Cash Flows for the year ended

on that date, and a summary of the significant accounting policies and other explanatory

information.

In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid financial statements give the information required by the Companies Act,

2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the

Accounting Standards prescribed under section 133 of the Act read with Rule 7 of the

Companies(Accounts) Rules, 2014 and other accounting principles generally accepted in

India, of the state of affairs of the Company as at March 31, 2019, the profit and Loss account

and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards on

Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards

are further described in the Auditor‟s Responsibilities for the Audit of the Financial Statements

section of our report. We are independent of the Company in accordance with the Code of

Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical

requirements that are relevant to our audit of the financial statements under the provisions of

the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the ICAI‟s Code of Ethics. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the financial statements of the current period. These matters were

addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters. There were no

such matters identified during the audit.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company‟s Board of Directors is responsible for the preparation of the other information.

The other information comprises the information included in the Annual Reports, but does not

include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

INDEPENDENT AUDITORS’ REPORT


In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained during the course of our audit or

otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement

of this other information; we are required to report that fact. We have nothing to report in this

regard.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company‟s Board of Directors is responsible for the matters stated in section 134(5) of the

Act with respect to the preparation and presentation of these financial statements that give a

true and fair view of the financial position, financial performance, changes in equity and cash

flows of the Company in accordance with the Accounting Standards and other accounting

principles generally accepted in India. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the

financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company‟s

ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends

to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company‟s financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but

is not a guarantee that an audit conducted in accordance with SAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.


Obtain an understanding of internal financial controls relevant to the audit in order to

design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)

of the Act, we are also responsible for expressing our opinion on whether the Company has

adequate internal financial controls system in place and the operating effectiveness of such

controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management‟ use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Company‟

ability to continue as a going concern. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditor's report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor‟s

report. However, future events or conditions may cause the Company to cease to continue

as a going concern.

Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in

aggregate, makes it probable that the economic decisions of a reasonably knowledgeable

user of the financial statements may be influenced. We consider quantitative materiality and

qualitative factors in (i) planning the scope of our audit work and in evaluating the results of

our work; and (ii) to evaluate the effect of any identified misstatements in the financial

statements.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied

with relevant ethical requirements regarding independence, and to communicate with them

all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor‟s

report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposes of our audit.


b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, statement of changes in

equity and the Statement of Cash Flow dealt with by this Report are in agreement

with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the AS specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.

e) On the basis of the written representations received from the directors as on March

31, 2019 taken on record by the Board of Directors, none of the directors is

disqualified as on March 31, 2019 from being appointed as a director in terms of

Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls, refer

to our separate Report in “Annexure A”. Our report expresses an unmodified

opinion on the adequacy and operating effectiveness of the Company's internal

financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in

accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations

given to us, the remuneration paid by the Company to its directors during the year

is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as

amended in our opinion and to the best of our information and according to the

explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial

position in its financial statements in accordance with generally accepted

accounting practice.

ii. The Company did not have any long term contracts including derivative

contracts for which there were any material foreseeable loses.

iii. There has been no delay in transferring amounts, required to be transferred, to

the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the

Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a

statement on the matters specified in paragraphs 3 and 4 of the Order.

For AGRAWAL SHUKLA & CO.


Firm Registration number: 0326151E

Sd/-

Date : 25/05/2019

Place : RANCHI

CA. PANKAJ KUMAR AGRAWAL

Partner

M.No. : 062658


“Annexure A” to the Independent Auditors‟ Report

(Referred to in paragraph 1(f) under „Report on Other Legal and Regulatory Requirements‟

section of our report to the Members of Baba Agro Food Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-

section 3 of Section 143 of the Companies Act, 2013 (the Act”)

We have audited the internal financial controls over financial reporting of BABA AGRO FOOD

LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established by

the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India. These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to respective company‟s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the internal financial controls over financial

reporting of the Company based on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards

on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial

reporting was established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of

the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an

understanding of internal financial controls over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected depend on the auditor's

judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion on the internal financial controls system over financial reporting of

the Company.


MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company‟s internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company‟s internal financial control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company‟s assets that could have a material effect on

the financial statements.

LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting,

including the possibility of collusion or improper management override of controls, material

misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to future periods are

subject to the risk that the internal financial control over financial reporting may become

inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the

Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2019, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by

the Institute of Chartered Accountants of India.




Sd/-

Date : 25/05/2019

Place : RANCHI


Partner

M.No. : 062658


“Annexure B” to the Independent Auditor‟s Report

(Referred to in paragraph 2 under „Report on Other Legal and Regulatory Requirements‟ section

of our report to the Members of Baba Agro Food Limited of even date)

i. In respect of the Company‟s fixed assets:

(a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items of fixed assets in a

phased manner which, in our opinion, is reasonable having regard to the size of the

Company and the nature of its assets. Pursuant to the program, certain fixed assets

were physically verified by the management during the year. According to the

information and explanations given to us, no material discrepancies were noticed

on such verification.

(c) According to the information and explanations given to us, the records examined

by us and based on the examination of the conveyance deeds / registered sale

deed provided to us, we report that, the title deeds, comprising all the immovable

properties of land and buildings which are freehold, are held in the name of the

Company as at the balance sheet date. In respect of immovable properties of land

and building that have been taken on lease and disclosed as fixed assets in the

financial statements, the lease agreements are in the name of the Company.

ii. The management has conducted physical verification of inventory at reasonable interval

during the year and no material discrepancies were noticed on such physical

verification. In our opinion and according to the information and explanations given to

us, the procedures of physical verification of inventories followed by the management

are reasonable and adequate in relation to the size of company and nature of its

business.

iii. According the information and explanations given to us, the Company has not granted

any loans, secured or unsecured, to companies, firms or other parties covered in register

maintained under Section 189 of the Act and therefore provision of clause 3(iii)(a),

3(iii)(b) and 3(iii)(c) of the said order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, the

Company has not granted any loans or made investments or provided any guarantees

or securities to the parties covered under Section 185 and Section 186 of the Act.

Therefore, the provisions of clause 3(iv) the said order is not applicable to the company.

v. In our opinion and according to the information and explanations given to us, the

Company has not accepted deposits during the year and does not have any unclaimed

deposits as at March 31, 2019 and therefore, the provisions of the clause 3 (v) of the

Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government

under section 148(1) of the Companies Act, 2013 for the business activities carried out by

the Company. Thus, reporting under clause 3(vi) of the order is not applicable to the

Company.


vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues,

including Provident Fund, Employees‟ State Insurance, Income Tax, Goods and

Service Tax, Customs Duty, Cess and other material statutory dues applicable to it

with the appropriate authorities.

However, we have broadly reviewed other compliance pertaining to Factories &

employees and not made a detailed examination & records with a view to

determining whether they are accurate or complete.

(b) There were no undisputed amounts payable in respect of Provident Fund,

Employees‟ State Insurance, Income Tax, Goods and Service Tax, Cess and other

material statutory dues in arrears as at March 31, 2019 for a period of more than six

months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Value Added

Tax which have not been deposited as at March 31, 2019 on account of dispute are

given below:

Nature of

Statue

Nature of

Dues

Forum where

Dispute is pending

Period to which

amount pertains Amount Rs.

The Income

Tax Act, 1961

Income Tax Commissioner's

of Income Tax

AY 2016-17 3,15,974

viii. The Company has no default in repayment of loans or borrowings to any banks or

financial institutions. The company has no loans or borrowings payables to government or

has not issued any debentures as such did not have any outstanding debentures during

the year. Hence reporting under clause 3 (viii) of the Order is not applicable to the

Company.

ix. The Company has not raised moneys by way of further public offer (including debt

instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not

applicable to the Company.

x. To the best of our knowledge and according to the information and explanations given

to us, no fraud by the Company or no material fraud on the Company by its officers or

employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the

Company has paid / provided managerial remuneration in accordance with the

requisite approvals mandated by the provisions of section 197 read with Schedule V to

the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the

Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the

Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where

applicable, for all transactions with the related parties and the details of related party

transactions have been disclosed in the financial statements as required by the

applicable accounting standards.


xiv. During the year, the Company has not made any preferential allotment or private

placement of shares or fully or partly paid convertible debentures and hence reporting

under clause 3 (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the

year the Company has not entered into any non-cash transactions with its Directors or

persons connected to its directors and hence provisions of section 192 of the Companies

Act, 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934.




Sd/-

Date : 25/05/2019

Place : RANCHI


Partner

M.No. : 062658


Balance Sheet Amount in ₹

Particulars

Notes As at March 31

2019

As at March 31

2018

I. EQUITY AND LIABILITIES

1. Shareholder's Funds

(a) Share Capital

3 13,23,29,710 13,23,29,710

(b) Reserves and Surplus

4 22,20,48,239 7,91,15,380

2. Non-Current Liabilities

(a) Long Term Borrowings

5 18,46,49,005 1,34,28,000

3. Current Liabilities

(a) Short-Term Borrowings

6 53,37,98,745 20,06,33,144

(b) Trade Payables

7 8,18,86,937 10,54,98,694

(c) Other Current Liabilities

8 2,04,63,664 1,14,87,600

(d) Short-Term Provisions

9 5,66,67,068 2,11,11,440

Total Equity & Liabilities

1,23,18,43,368 56,36,03,968

II. ASSETS

1.Non-Current Assets

(a) Property, Plant & Equipment

(i) Tangible assets

10 23,24,07,328 16,10,26,219

(ii) Intangible assets

- -

(iii) Capital work-in-progress

5,41,77,058 36,00,000

(b) Non Current Investment

11 57,46,970 55,19,523

(c) Deffered Tax Assets (Net)

12 57,47,394 35,52,657

(d) Long-Term Loans and Advances

13 2,68,69,228 76,59,539

(e) Other Non Current Assets

14 8,35,479 -

2. Current Assets

(a) Inventories

15 58,20,29,659 24,88,76,165

(b) Trade receivables

16 24,65,83,567 10,03,43,157

(c) Cash and cash equivalents

17 1,30,71,266 32,95,832

(d) Other Current Assets

18 6,43,75,419 2,97,30,876

Total Assets

1,23,18,43,368 56,36,03,968

Summary of significant accounting policies

and other explanatory information

1-32

This is the balance sheet referred to in our report of even date

For: Agrawal Shukla & CO.

For and on behalf of the Board of Directors of

Baba Agro Food Ltd. Chartered Accountants

Firm Reg. No.: 0326151E

Sd/-

Sd/-

Sd/- CA. Pankaj Kumar Agrawal

Yogesh K Sahu

Gyan Prakash Sahu

Partner

Chairman & MD

Whole-time Director

M. No.: 062658

DIN:02139226

DIN:00194221

Sd/-

Sd/- Place: Ranchi

Rajesh Agrawal

Kumari Deepshikha

Date: May 25, 2019

Director & CFO

Co. Secretary & CO

DIN:06448058

M.No: 56980

FINANCIAL STATEMENTS


Statement of Profit & Loss

Amount in ₹

SN Particulars Notes

For the year

ended March 31

2019

For the year

ended March 31

2018

I Revenue from Operations 19 4,59,86,56,669 2,16,47,61,563

Other Income 20 55,18,262 39,02,549

Total Revenue (I) 4,60,41,74,931 2,16,86,64,112

II Expenses:

Cost of Materials Consumed 21 3,84,84,91,920 1,73,57,87,838

Purchase of Stock-in-Trade 22 9,81,16,644 15,29,40,676

Cost Packing Material Consumed 23 5,10,48,122 2,18,03,309

Changes in inventories 24 (5,53,88,898) (13,21,105)

Employee Benefit Expenses 25 9,79,62,583 4,21,88,703

Finance Cost 26 1,73,77,981 1,44,35,489

Depreciation and Amortization 27 2,91,02,349 2,96,93,391

Other Expenses 28 32,00,59,040 11,19,22,757

Total Expenses (II) 4,40,67,69,741 2,10,74,51,058

III Profit before exceptional and

extraordinary items and tax

(I-II) 19,74,05,190 6,12,13,054

IV Profit before tax 19,74,05,190 6,12,13,054

V Tax expense:

- Current Tax 5,66,67,068 2,11,11,440

- Deferred Tax (21,94,737) (8,74,163)

- Previous Year Tax - 85,834

VI Profit from the Continuing Operations (IV-V) 14,29,32,859 4,08,89,943

VII Profit for the Year 14,29,32,859 4,08,89,943

VIII Earning Per Equity Share 29

- Basic 10.80 3.16

- Diluted 10.80 3.16

Summary of significant accounting policies

and other explanatory information

1-32

This is the profit & loss statement referred to in our report of even date





Sd/-

Sd/-

Sd/- CA. Pankaj Kumar Agrawal

Yogesh K Sahu

Gyan Prakash Sahu

Partner

Chairman & MD

Whole-time Director

M. No.: 062658

DIN:02139226

DIN:00194221

Sd/-

Sd/- Place: Ranchi

Rajesh Agrawal

Kumari Deepshikha

Date: May 25, 2019

Director & CFO

Co. Secretary & CO

DIN:06448058

M.No: 56980


Cash Flow Statement

Amount in ₹

SN Particulars

For the year

ended March 31

2019

For the year

ended March 31

2018

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax 19,74,05,190 6,12,13,054

Adjustments for:

Depreciation and amortisation 2,91,02,349 2,96,93,391

Pre-operative Expenses - 8,35,479.00 -

Interest Paid 1,73,77,981 1,44,35,489

Operating profit before working capital changes 24,30,50,041 10,53,41,934

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories (33,31,53,494) (10,94,07,427)

Trade receivables (14,62,40,410) (8,57,06,826)

Other Current Assets (3,46,44,543) (1,95,00,386)

Adjustments for increase / (decrease) in operating

liabilities:

Trade payables (2,36,11,757) 9,67,72,643

Other current liabilities 89,76,064 41,05,287

Short-term provisions 3,55,55,628 1,61,42,974

Cash generated from operations (25,00,68,471) 77,48,199

Net income tax (paid) / refunds (5,66,67,068) (2,11,97,274)

Net cash flow from / (used in) operating activities (A) (30,67,35,539) (1,34,49,075)

B. Cash flow from investing activities

Capital expenditure including capital advances (15,10,60,516) (3,46,29,454)

Investment in Fixed Deposit (2,27,447) (7,02,827)

Increase in Security Deposit (Non Current) (1,92,09,689) (19,35,000)

Net cash flow from / (used in) investing activities (B) (17,04,97,652) (3,72,67,281)

C. Cash flow from financing activities

Proceeds from issue of equity shares - 3,30,00,000

Interest Paid (1,73,77,981) (1,44,35,489)

Payment to Long Term Loan 17,12,21,005 (2,27,96,000)

Increase / decrease in Short-term Borrowings 33,31,65,601 5,43,59,060

Net cash flow from financing activities (C) 48,70,08,625 5,01,27,571

D. Net increase / (decrease) in Cash and cash equivalents

(A+B+C) 97,75,434 (5,88,785)

Cash & cash equivalents at the beginning of the year 32,95,832 38,84,617

E Cash and cash equivalents at the end of the year 1,30,71,266 32,95,832

This is the cash flow statement referred to in our report of even date





Sd/-

Sd/-

Sd/-

CA. Pankaj Kumar Agrawal

Yogesh K Sahu

Gyan Prakash Sahu

Partner

Chairman & MD

Whole-time Director

M. No.: 062658

DIN:02139226

DIN:00194221

Sd/-

Sd/-

Place: Ranchi

Rajesh Agrawal

Kumari Deepshikha

Date: May 25, 2019

Director & CFO

Co. Secretary & CO

DIN:06448058

M.No: 56980


Statement of Changes in Equity for the Year Ended 31st March 2019

Particulars Equity Share

Capital

Other Equity

Total Equity Share

Remium

Retained

Earnings Total

Balance as at April 1, 2017 12,63,29,710 - 1,12,25,437 1,12,25,437 13,75,55,147

Share Issued during the year 60,00,000 2,70,00,000 - 2,70,00,000 3,30,00,000

Profit for the year - - 4,08,89,943 4,08,89,943 4,08,89,943

Other Changes during the year - - - - -

Balance as at March 31, 2018 13,23,29,710 2,70,00,000 5,21,15,380 7,91,15,380 21,14,45,090

Balance as at April 1, 2018 13,23,29,710 2,70,00,000 5,21,15,380 7,91,15,380 21,14,45,090

Share Issued during the year - - - - -

Profit for the year - - 14,29,32,859 14,29,32,859 14,29,32,859

Other Changes during the year - - - - -

Balance as at March 31, 2019 13,23,29,710 2,70,00,000 19,50,48,239 22,20,48,239 35,43,77,949

This is the statement of changes in equity referred to in our report of even date





Sd/-

Sd/-

Sd/-

CA. Pankaj Kumar Agrawal

Yogesh K Sahu

Gyan Prakash Sahu

Partner

Chairman & MD

Whole-time Director

M. No.: 062658

DIN:02139226

DIN:00194221

Sd/-

Sd/-

Place: Ranchi

Rajesh Agrawal

Kumari Deepshikha

Date: May 25, 2019

Director & CFO

Co. Secretary & CO

DIN:06448058

M.No: 56980


Notes forming part of Financial Statement

1. Corporate Information

Baba Agro Food Limited (Formerly known as Sri Krishna Metcom Ltd) (“the Company”) is a

public company domiciled in India and incorporated on 31st July 2008 under the provision of

the erstwhile Companies Act 1956. The name of the company has been changed from “Sri

Krishna Metcom Limited” to “Baba Agro Food Limited” via fresh Certificate of Incorporation

issued by ROC, Jharkhand on 14th May, 2019. The Company is primarily engaged in the

business of milling, processing and marketing of rice. The company product portfolio

comprises raw rice, steamed rice, parboiled rice and its allied products.

2. Significant accounting policies

a) Basis of preparation

The financial statements of the Company have been prepared under the historical cost

convention on an accrual basis of accounting in accordance with the Generally

Accepted Accounting Principles in India, including the Accounting Standards specified

under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies

(Accounts) Rules, 2014 as amended. All assets and liabilities have been classified as

current or non-current, wherever applicable as per the operating cycle of the Company

as per the guidance as set out in Schedule III to the Companies Act, 2013.

b) Use of estimates

The preparation of financial statements in conformity with GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and

liabilities, the disclosure of contingent liabilities at the date of the financial statements

and the reported amount of revenue and expenses during the period reported. Actual

results could differ from those estimates. Any revision to accounting estimates is

recognised prospectively in current and future periods. Management believes that the

estimates made in the preparation of the financial statements are prudent and

reasonable.

c) Fixed assets

Fixed assets are recorded at cost of acquisition less accumulated depreciation. Cost of

acquisition comprises purchase price and any attributable costs of bringing the assets to

their working condition for their intended use.

Capital work-in-progress comprises the cost of fixed assets that are not yet ready for their

intended use at the reporting date.

d) Depreciation

Depreciation is provided on written down value method based on useful life of the

assets as prescribed in Schedule II to the Companies Act, 2013 or the management

estimate of the useful life of the asset.

Depreciation on additions is being provided on pro-rata basis from the date of such

additions. Similarly, depreciation on assets sold/disposed off during the period is being

provided up to the date on which such assets are sold/disposed off.

Leasehold improvements are being depreciated under the straight line method over

the primary period of lease or the useful life as estimated by management, whichever is

lower.


e) Investments

Investments that are readily realisable and intended to be held for not more than a year

are classified as current investments. All other investments are classified as long term

investments.

Long-term investments are carried at cost, however, provision for diminution in value is

made to record other than temporary diminution in the value of such investments.

f) Inventories

Inventories are valued at lower of average cost and net realizable value.

Inventories are valued as follows:

Raw materials, stores and spares and packing materials

Lower of cost or net realisable value. Cost is determined on Average basis and includes

all the cost incurred in bringing the goods to be their present location and condition.

Finished goods

Lower of cost and net realisable value. Cost includes cost of raw materials, direct

overheads which are incurred to bring the inventories to their present location and

condition.

g) Revenue recognition

Revenue is recognised to the extent that it can be reliably measured and is probable

that the economic benefits will flow to the Company.

Sale of goods:

Revenue from sale of goods is recognised when the significant risks and rewards

associated with the ownership of the goods are transferred to the customer and is

stated net of sales returns, trade discounts and indirect taxes.

Interest:

Income is recognised on a time proportion basis taking into account the amount

outstanding and the applicable rate of interest.

Income from services

The Company derives its other operating revenue primarily from service charges and

processing charges and the revenue from these services are recognised as revenue

when the related services are rendered.

h) Foreign currency transactions

Transactions in foreign currency are recorded at the exchange rates prevailing at the

date of the transaction. Exchange differences arising on settlement of foreign currency

transactions are recognised in the Profit and Loss Account.

Monetary assets and liabilities denominated in foreign currencies and remaining

unsettled as at the balance sheet date are translated using the closing exchange rates

on that date and the resultant net exchange difference is recognised in the Profit and

Loss Account.


i) Retirement and other employee benefits

Short term benefits

All employee benefits payable wholly within twelve months of rendering the service are

classified as short term employee benefits. Benefits such as salaries, wages, bonus etc.

are recognised in the Profit and Loss Account in the period in which the employee

renders the related service.

Provident fund

The Company makes contribution to statutory provident fund in accordance with

Employees Provident Fund and Miscellaneous Provisions Act, 1952 which is a defined

contribution plan. Contribution paid/ payable is recognized as an expense in the period

in which the services are rendered by the employee.

Gratuity

Gratuity is a post-employment benefit and is in the nature of defined benefit plan. The

liability recognised in the balance sheet in respect of gratuity is the present value of the

defined benefit obligation as at the balance sheet date.

The defined benefit/obligations calculated at the balance sheet date in line with AS 50

and any gains or losses are recognised immediately in the statement of profit and loss.

j) Borrowing costs

Borrowing costs directly attributable to acquisition or construction of qualifying assets,

which necessarily take a substantial period of time to get ready for their intended use

are capitalised.

Borrowing cost which are not relatable to qualifying asset are recognised as an expense

in the period in which they are incurred.

k) Income taxes

Provision for current income tax is made on the assessable income at the tax rate

applicable to the relevant assessment year. Deferred income taxes are recognised for

the future tax consequences attributable to timing differences between the financial

statement determination of income and their recognition for tax purposes. The effect on

deferred tax assets and liabilities of change in tax rates is recognised in income using the

tax rates and tax laws that have been enacted or substantively enacted by the

balance sheet date.

Deferred tax assets are recognised and carried forward only to the extent that there is a

reasonable certainty that sufficient future taxable income will be available against

which such deferred tax assets can be realised. However, deferred tax arising from

brought forward losses and depreciation are recognised only when there is virtual

certainty supported by convincing evidence that such assets will be realized.

l) Earnings per share

Basic earnings per share is computed by dividing the net profit/ (loss) attribute to equity

share holders for the year by the weighted average number of equity shares outstanding

during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the

year attributable to equity shareholders and the weighted average number of shares

outstanding during the year are adjusted for the effects of all dilutive potential equity

shares.


m) Provisions and contingencies

The Company creates a provision when there is a present obligation as a result of past

events that probably requires an outflow of resources and a reliable estimate can be

made of the amount of the obligation. A disclosure for a contingent liability is made

when there is a possible but not probable obligation or a present obligation that may,

but probably will not, entail an outflow of resources. When there is an obligation in

respect of which the likelihood of outflow of resources is remote, no provision or

disclosure is made.

n) Impairment

The Company on an annual basis makes an assessment of any indicator that may lead

to impairment of assets. If any such indication exists, the Company estimates the

recoverable amount of the assets. If such recoverable amount is less than the carrying

amount, then the carrying amount is reduced to its recoverable amount by treating the

difference between them as impairment loss and is charged to the statement of profit

and loss. If at the balance sheet date there is an indication that if a previously assessed

impairment loss no longer exists, the recoverable amount is reassessed and the asset is

reflected at the recoverable amount subject to a maximum of depreciated historical

cost.

o) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of

ownership of the leased assets are classified as operating leases. Lease rentals in respect

of assets taken on operating lease are charged to the statement of profit and loss on a

straight line basis over the lease term.

p) Government grant

Grants and subsidies from the government are recognised when there is reasonable

assurance that (i) the Company will comply with the conditions attached to them, and

(ii) it is certain that the ultimate collection will be made. Where the government grants

are of the nature of promoters‟ contribution, i.e., they are given with reference to the

total investment in an undertaking or by way of contribution towards its total capital

outlay, it is recognised as capital reserve which can be neither distributed as dividend

nor considered as deferred income

q) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at

bank, cash on hand and short term investments with an original maturity of three months

or less.

For: Agrawal Shukla & CO. For and on behalf of the Board of Directors of Chartered Accountants Baba Agro Food Limited Firm Reg. No.: 0326151E Sd/- Sd/- Sd/- CA. Pankaj Kumar Agrawal Yogesh K Sahu Gyan Prakash Sahu

Partner Chairman & MD Whole-time Director M. No.: 062658 DIN:02139226 DIN:00194221

Sd/- Sd/- Place: Ranchi Rajesh Agrawal Kumari Deepshikha Date: May 25, 2019 Director & CFO Company Secretary & CO

DIN:06448058 MN: 56980



3. Share Capital

Amount in ₹

Particulars As at March 31 2019 As at March 31 2018

Number Amount Number Amount

Authorised Capital

Equity Shares of Rs.10.00 each 1,75,00,000 17,50,00,000 1,75,00,000 17,50,00,000

Total 17,50,00,000 17,50,00,000

Issued & Subscribed

Equity Shares of Rs.10.00 each 1,32,32,971 13,23,29,710 1,32,32,971 13,23,29,710

Total 13,23,29,710 13,23,29,710

Paid Up

Equity Shares of Rs.10.00 each fully paid up 1,32,32,971 13,23,29,710 1,32,32,971 13,23,29,710

Total 1,32,32,971 13,23,29,710 1,32,32,971 13,23,29,710

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Amount in ₹


Number Amount Number Amount

Equity Shares at beginning of the year 1,32,32,971 13,23,29,710 1,26,32,971 12,63,29,710

Add: Equity Share issued during the year

6,00,000 60,00,000

Equity Share at end of Year 1,32,32,971 13,23,29,710 1,32,32,971 13,23,29,710

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having the par value of Rs.10 per share (previous

year Rs.10 per share). Each holder of equity share is entitled to one vote per share.

During the year ended March 31, 2019 the amount of per share dividend recognised as

distributions to equity shareholders was Nil per share (previous year Nil per share).

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive

remaining assets of the Company, after payment of all liabilities. The distribution will be in

proportion to the number of equity shares held by the shareholders.

c) Details of shareholders holding more than 5% of the equity shares of the Company

Amount in ₹

Particulars

As at March 31 2019 As at March 31 2018

Nos of Shares held % Holding Nos of Shares held % Holding

Gyan Prakash Sahu 28,24,530 21.34 28,24,530 21.34

Yogesh Kumar Sahu 26,16,204 19.77 26,16,204 19.77

Sudhir Prasad Sahu (HUF) 18,34,966 13.87 18,34,966 13.87

Ekta Sahu 6,86,781 5.19 6,86,781 5.19



4. Reserve & Surplus

Amount in ₹

Particulars As at March 31

2019

As at March 31

2018

Surplus/(Deficit) in Statement of Profit & Loss

Opening Balance 5,21,15,380 1,12,25,437

Add: Profit for the period 14,29,32,859 4,08,89,943

Share Premium 2,70,00,000 2,70,00,000

Total 22,20,48,239 7,91,15,380

5. Long Term Borrowings

Amount in ₹


2019

As at March 31

2018

Secured:

Term Loan (I) - From Banks - 93,28,000

Term Loan (II) - From Banks - 41,00,000

Unsecured:

Loans from Directors & Promoters Group 18,46,49,005 -

Total 18,46,49,005 1,34,28,000

6.Short-Term Borrowings

Amount in ₹


2019

As at March 31

2018

Secured:

Cash Credit Loan - from Banks 29,54,18,691 9,92,71,177

Warehouse Receipt Loans - From Banks 22,49,52,054 7,85,65,967

Current Portion of Long Term Loan 1,34,28,000 2,27,96,000

Total 53,37,98,745 20,06,33,144

7. Trade Payable

Amount in ₹


2019

As at March 31

2018

Sundry creditors 8,18,86,937 10,54,98,694

Total 8,18,86,937 10,54,98,694

8. Other Current Liabilities

Amount in ₹


2019

As at March 31

2018

Staff Welfare Fund 1,19,332 1,48,775

Audit Fee Payable 2,87,292 1,37,292

Duties & Taxes 5,24,492 31,02,258

Gratuity Obligation Provision 7,68,782 5,37,939

Security Deposit 50,000 -

Expenses Payable 1,87,13,766 75,61,336

Total 2,04,63,664 1,14,87,600

9.Short-Term Provisions

Amount in ₹


2019

As at March 31

2018

Provision for Taxation 5,66,67,068 2,11,11,440

Total 5,66,67,068 2,11,11,440



10. Property, Plant & Equipment

Amount in ₹

Particulars

Lease

Hold

Land

Building Plant &

Machinery

Furniture

& Fixtures

Office

Equipme

nts

Vehicles Capital

WIP Total

Gross Block:

Balance as on

31.03.2018 36,45,217 3,30,27,142 25,99,68,871 11,65,995 7,41,128 49,32,939 36,00,000 30,70,81,292

Additions

during the year 12,90,519 76,78,588 8,82,43,422 82,757 9,03,949 22,84,223 5,41,77,058 15,46,60,516

Deletion During

the year - - - - - - 36,00,000 36,00,000

Balance as on

31.03.2019 49,35,736 4,07,05,730 34,82,12,293 12,48,752 16,45,077 72,17,162 5,41,77,058 45,81,41,808

Accumulated Depreciation:

Balance as on

April 1, 2018 6,07,536 90,83,003 13,06,25,894 5,44,035 5,78,133 10,16,472

14,24,55,073

Depreciation

for the period 1,64,524 23,35,482 2,47,42,084 1,65,789 3,15,430 13,79,040

2,91,02,349

Balance

31.03.2019 7,72,060 1,14,18,485 15,53,67,978 7,09,824 8,93,563 23,95,512 - 17,15,57,422

Net Block:

Balance as at

31.03.2018 30,37,681 2,39,44,139 12,93,42,977 6,21,960 1,62,995 39,16,467 36,00,000 16,46,26,219

Balance as at

31.03.2019 41,63,676 2,92,87,245 19,28,44,315 5,38,928 7,51,514 48,21,650 5,41,77,058 28,65,84,386

11. Non Current Investment

Amount in ₹


2019

As at March

31 2018

Fixed Deposit & Accrued Interest 57,46,970 55,19,523

Total 57,46,970 55,19,523

12.Deferred Tax Assets

Amount in ₹


2019

As at March

31 2018

Deferred Tax assets due to depreciation timing diff 57,47,394 35,52,657

Total 57,47,394 35,52,657

13.Long-Term Loans & Advances

Amount in ₹


2019

As at March

31 2018

Security Deposits 2,68,69,228 76,59,539

Total 2,68,69,228 76,59,539

14. Other Non Current Assets

Amount in ₹


2019

As at March

31 2018

Preliminary Expense - 31,600

Less: Written off During the Year - (31,600)

Pre- Operative Expenses 8,35,479 10,83,531

Less: Written off During the Year - (10,83,531)

Total 8,35,479 -



15. Inventory

Amount in ₹


2019

As at March

31 2018

Raw Material 44,53,61,783 18,68,81,661

Finished Goods 9,55,76,383 4,01,87,485

Stores & Spares 2,80,56,780 1,98,56,700

Packing Material 1,30,34,713 19,50,319

Total 58,20,29,659 24,88,76,165

16. Trade Recievables

Amount in ₹


2019

As at March

31 2018

Outstanding for more than six months

Unsecured, Considered Good : - -

Others

Unsecured, Considered Good : 24,65,83,567 10,03,43,157

Total 24,65,83,567 10,03,43,157

17. Cash & Cash Equivalent

Amount in ₹


2019

As at March

31 2018

Cash in hand 18,49,183 22,30,005

Balances with banks 1,12,22,083 10,65,827

Total 1,30,71,266 32,95,832

18. Other Current Assets

Amount in ₹


2019

As at March

31 2018

Income tax Refundable 10,12,180 9,68,620

Advance Income Tax 5,65,64,271 2,11,55,000

TDS Receivable 34,138 34,138

Prepaid Insurance / Expenses 3,37,515 12,95,718

Staff Advance 74,560 (32,312)

Security Deposits 8,93,710 7,50,000

CMR Receivables 54,59,045 55,59,712

Total 6,43,75,419 2,97,30,876

19. Revenue from Operations

Amount in ₹

Particulars For the year ended

March 31 2019

For the year ended

March 31 2018

Sale of products 4,59,86,56,669 2,16,47,61,563

Total 4,59,86,56,669 2,16,47,61,563



20. Other Income Amount in ₹


March 31 2019

For the year ended

March 31 2018

Interest on FDR & Security Deposit 11,38,423 3,95,283

Misc. Income 43,79,839 35,07,266

Job Work Charges - -

Total 55,18,262 39,02,549

21. Cost of Material Consumed

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Opening stock 18,68,81,661 7,98,62,650

Add: Purchases 4,10,69,72,042 1,84,28,06,849

Less: Closing stock (44,53,61,783) (18,68,81,661)

Total 3,84,84,91,920 1,73,57,87,838

22. Purchase of Stock in Trade

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Purchase Finished Goods 9,81,16,644 15,29,40,676

Total 9,81,16,644 15,29,40,676

23. Cost of Packing Material

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Opening stock 19,50,319 62,64,958

Add: Purchases 6,21,32,516 1,74,88,670

Less: Closing stock (1,30,34,713) (19,50,319)

Total 5,10,48,122 2,18,03,309

24. Change in Inventories

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Inventories at the end of the year:

Finished goods 9,55,76,383 4,01,87,485

9,55,76,383 4,01,87,485

Inventories at the beginning of the year:

Finished goods 4,01,87,485 3,88,66,380

4,01,87,485 3,88,66,380

Total (5,53,88,898) (13,21,105)

25. Employement Benefit Expenses

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Salaries and Wages 9,65,59,380 4,16,56,157

Provident Fund & ESI 11,72,360 3,71,624

Gratuity 2,30,843 1,60,922

Total 9,79,62,583 4,21,88,703

26. Finance Cost Amount in ₹


March 31 2019

For the year ended

March 31 2018

Interest 1,73,77,981 1,44,35,489

Total 1,73,77,981 1,44,35,489



27. Depreciation and Amortisation Cost

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Provision for Depreciation (as per Schedule 10) 2,91,02,349 2,85,78,260

Pre Operative Expense W/Off - 10,83,531

Preliminary Expense W/Off - 31,600

Total 2,91,02,349 2,96,93,391

28. Other Expenses

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Power & Fuel 12,35,73,151 4,87,63,729

Consumption of Stores and Spare Parts 2,35,98,510 1,14,39,860

Repairs and Maintenance - Building 6,23,880 2,00,182

Repairs and Maintenance - Machinery 1,18,58,831 20,84,435

Repairs and Maintenance - Vehicles 5,01,457 93,683

Repairs and Maintenance - Computer 7,29,172 2,40,565

Repairs and Maintenance - General 47,870 1,29,696

Rent including Lease Rentals 3,74,13,843 41,66,295

Directors Remuneration 1,50,00,000 78,00,000

Insurance 26,84,993 6,37,505

Registraton, Rates and Taxes 13,32,154 3,48,539

Postage, Telephone & Communication 4,46,065 4,22,672

Travelling and Conveyance 43,90,895 41,13,730

Printing and Stationery 1,05,032 1,21,120

Fees & Subscription 1,87,050 -

Commission & Brokerage 1,32,94,709 52,08,633

Charity & Donations 2,13,175 1,10,557

Legal & Professional Charges 29,13,937 11,98,234

Auditor Fees 1,50,000 75,500

Bank Charges 19,96,109 6,88,150

Carriage Outward 4,31,43,319 1,77,96,236

Discount & Rebate 2,19,89,202 -

Brand Loyalty 5,00,000 2,50,000

CMR Processing and other Expenses 21,53,927 5,49,651

Advertisement and Promotion 4,28,354 3,17,663

Security Guard 15,81,912 11,66,556

Staff Welfare 48,18,939 13,87,663

Sitting Fee 1,56,000 60,000

Guest Entertainment & Guest House 4,53,630 -

Initial Public Issue & Market Making - 6,71,918

Wastage Disposal & Farming 27,77,852 9,71,734

Miscellaneous Expenses 9,95,072 9,08,251

Total 32,00,59,040 11,19,22,757

29. Earnings per share

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Profit as per Profit and loss Statement 14,29,32,859 4,08,89,943

Weighted average number of equity shares in

calculating basic and diluted EPS 1,32,32,971 1,29,38,724

Basic earnings per share 10.80 3.16



30. Contingent Liabilities

Amount in ₹


Claim not acknowledged as debt:

Liabilities relating to Bank Guarantees - 51,53,000

Disputed Liability under Income Tax 3,15,974 2,63,566

Total 3,15,974 54,16,566

31. Related Party Disclosure

Related Party in terms of Accounting Standard 18 and as per Companies Act 2013 are given below:

Name of Related Party Relation

Mr. Yogesh Kumar Sahu Director

Mr. Gyan Prakash Sahu Director

Mrs. Binita Sahu Director

Mr. Sudhir Prasad Sahu Father of Director

Mrs. Krishna Devi Mother of Director

Mr. Manish Kumar Sahu Brother of Director

Baba Rice Mill Yogesh Kumar Sahu, Proprietor

Sri Krishna Rice Mill Gyan Prakash Sahu, Proprietor

Panchakanya Trading Sudhir Prasad Sahu, Proprietor

Mrs. Ekta Sahu Wife of Director Gyan Prakash Sahu

Manya Agro Product Partner: Yogesh Kumar Sahu & Binita Sahu

Sambhavi Agro Product Partner: Gyan Prakash Sahu

Aastha Agri Link Partner : Manish kumar Sahu

Mrs.Rakhi Sahu Wife of Manish Kumar Sahu

Gyan Prakash Sahu (HUF) Director - HUF

Yogesh Kumar Sahu (HUF) Director - HUF

Panchakanya Agriline Partner: Director Yogesh Kumar Sahu

Sanskriti Agro Products Partner: Sudhir Pd Sahu, Brother of Director

Sri Krishna Agro Product Partner: Gyan P Sahu & Yogesh Kr Sahu

Sri Krishna Agri Link Partner: Gyan Prakash Sahu & Sudhir Pd Sahu

Amount in ₹

Transactions during the year with related parties For the year ended

March 31 2019

For the year ended

March 31 2018

Purchase from - Baba Rice Mill 60,90,42,535 13,10,37,181

Purchase from - Sri Krishna Rice Mill 6,49,37,758 2,21,86,550

Purchase from - Panchakanya Trading 5,70,71,785 8,51,98,959

Sale to - Baba Rice Mill - 12,57,48,848

Sale to - Sri Krishna Rice Mill - 13,45,260

Rent paid to - Mrs. Binita Sahu 5,70,000 5,70,000

Rent paid to - Mrs. Ekta Sahu 5,33,280 5,33,280

Rent paid to - Mr. Sudhir Prasad Sahu 1,80,000 1,80,000

Rent paid to Sri Krishna Rice Mill 90,00,000 -

Rent paid to Baba Rice Mill 96,00,000 -

Rent paid to Rakhi Sahu 2,85,000 -

Remuneration Paid to - Mr Gyan Prakash Sahu 60,00,000 30,00,000

Remuneration Paid to - Mr Yogesh Kumar sahu 60,00,000 30,00,000

Loan repaid Aastha Agri Link 1,11,00,000 -

Loan from Aastha Agri link - 1,11,00,000

Loan repaid Manya Agro Products 15,11,946 -

Loan from Manya Agro Products - 15,11,946

Sale to - Panchakanya Agri Line - 74,23,820

Sale to - Sanskriti Agro Product - 42,97,039

Sale to - Sri Krishna Agro Product - 92,62,670

Purchase to - Sanskriti Agro Product - 94,70,197

Purchase to - Sri Krishna Agri Link - 49,87,030

Purchase to - Sri Krishna Agro Product - 64,41,692

Purchase to - Panchakanya Agri Line - 1,07,50,784



32. Information pursuant to provisions of paragraph 5 of Part II of Schedule III of the Companies Act,

2013 :

(a) Expenditure in foreign currency (on accrual basis) Amount in ₹


March 31 2019

For the year ended

March 31 2018

Capital Expenditure - 58,63,500

Revenue Expenditure - -

(b) Raw material consumed

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Indigenous 3,84,84,91,920 1,73,57,87,838

Imported - -

(c) Packing material consumed

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Indigenous 5,10,48,122 2,18,03,309

Imported - -

(e) Consumable and spares

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Indigenous 2,35,98,510 1,14,39,860

Imported - -

(f) Earning in foreign currency

Amount in ₹


March 31 2019

For the year ended

March 31 2018

Earning in Foreign Currency - -


BABA AGRO FOOD LIMITED (Formerly Known as Sri Krishna Metcom Limited)

CIN: L15400JH2008PLC013255

504, MANGAL MURTI HEIGHTS, 5TH FLOOR, RANI BAGAN, HARMU ROAD,

RANCHI, JHARKHAND-834001

PROXY FORM

Eleventh Annual General Meeting

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rule, 2014]

CIN L15400JH2008PLC013255

Name of the Company BABA AGRO FOOD LIMITED (Formerly known as Sri Krishna Metcom

Limited)

Registered Office 504, Mangal Murti Height, Harmu Road, Ranchi- 834001 Jharkhand

Name of the Member(s)

Registered Address

Email Id

Folio No./ Client ID

DP ID

I/We being the member(s) of -------- shares of the above named Company, hereby appoint

1 Name

Address

E-Mail ID Signature

or failing him

2 Name

Address

E-Mail ID Signature

or failing him

3 Name

Address

E-Mail ID Signature

PROXY FORM


As my / our proxy to attend or vote (on a poll) for me/ us and on my / our behalf at the 11th

Annual General Meeting of the Company to be held on Wednesday September 25th, 2019 at

Hotel Raj Residency, Kutchery Chowk, Ranchi – 834001, Jharkhand and at any adjournment

thereof in respect of such resolution as are indicated below:

S.

No.

Resolutions For Against Abstain

Ordinary business

1 To receive, consider and adopt the Audited Financial

Statements of the Company for financial year ended

March 31, 2019, together with Report of the Board of

Directors and the Auditors thereon.

2 Confirmation for appointment of M/s. Agrawal Shukla &

Co., Chartered Accountants as Statutory Auditors of the

Company

3 To appoint a director in place of Mr. Gyan Prakash Sahu

(DIN: 00194221), who retires by rotation and, being

eligible, offers himself for re-appointment.

Special business

4 To consider Modification in Managerial Remuneration

5 To appoint Mrs. Sasmita Mohanty as an Independent

Director

6 To Increase Authorized Share Capital of the Company

7 To Issue and Offer Redeemable Preference Shares on a

Private Placement basis.

Signed this ------- day of -----------2019.

Signature of Shareholder-----------------

Signature of Proxy holder(s) -------------

Note: This form of proxy in order to be effective should be duly completed and deposited at the

registered office of the Company, not less than 48 hours before the commencement of

business.

Affix Revenue Stamp


NOTES:


Route MAP


India ki

Ubharti Nayi Aadat

BABA AGRO FOOD LIMITED (Formerly Sri Krishna Metcom Limited)

Registered Office:

504, Mangal Murti Height

Rani Bagan, Harmu Road

Ranchi -834001, Jharkhand

Ph: +91 651 228583

E.: [email protected]

Non Basmati Rice

baba agro food limited

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