Download - 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 | 2
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8
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.,
Chartered Accountants
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
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 1
“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.”
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 2
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 3
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 4
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 5
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 6
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 7
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 8
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
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
(Formerly known as Sri Krishna Metcom Limited)
Sd/-
Kumari Deepshikha
Company Secretary
ACS No. 56980
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 1 9
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 0
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 1
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 2
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 3
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 4
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 5
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 11th Annual Report 2018-19 P a g e | 2 6
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 8
To
The Members,
Baba Agro Food Limited
(Formerly known as Sri Krishna Metcom 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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 2 9
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;
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 0
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 1
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 2
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 3
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 4
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,
Independent Director Chairman 1 1
Mr. Jeevan Prasad,
Independent Director Member 1 1
Mr. Binita Sahu, Non-Executive
Non-Independent Director Member 1 1
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 5
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,
Independent Director Chairman 2 2
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 6
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
(Formerly known as Sri Krishna Metcom Limited)
Sd/-
Place: Ranchi Yogesh Kumar Sahu
Date: August 20, 2019 Chairman
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 7
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 8
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 3 9
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 0
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 1
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 2
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
Punishment NIL NIL NIL
Compounding NIL NIL NIL
C. Other Officers In Default
Penalty NIL NIL NIL
Punishment NIL NIL NIL
Compounding 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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 3
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 4
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;
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 5
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 6
Annexure I to the Secretarial Audit Report for the financial year ended 31st March, 2019
To,
The Members
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
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 7
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
Independent Director
NIL
6. Mr. Manish Kumar Mantri
Independent Director
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 4 8
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 0
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 AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 1
“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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 2
“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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 3
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 4
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 5
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 6
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 7
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 8
TO,
The Members of Baba Agro Food Limited
(Formerly known as Sri Krishna Metcom 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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 5 9
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 0
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 1
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.
Chartered Accountants
Firm Registration number: 0326151E
Sd/-
Date : 25/05/2019
Place : RANCHI
CA. PANKAJ KUMAR AGRAWAL
Partner
M.No. : 062658
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 2
“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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 3
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.
For AGRAWAL SHUKLA & CO.
Chartered Accountants
Firm Registration number: 0326151E
Sd/-
Date : 25/05/2019
Place : RANCHI
CA. PANKAJ KUMAR AGRAWAL
Partner
M.No. : 062658
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 4
“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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 5
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 6
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.
For AGRAWAL SHUKLA & CO.
Chartered Accountants
Firm Registration number: 0326151E
Sd/-
Date : 25/05/2019
Place : RANCHI
CA. PANKAJ KUMAR AGRAWAL
Partner
M.No. : 062658
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 7
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 8
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
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 6 9
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
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 0
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
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 1
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 2
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 3
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.
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 4
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 5
Notes forming part of Financial Statement
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 ₹
Particulars As at March 31 2019 As at March 31 2018
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 6
Notes forming part of Financial Statement
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 7
Notes forming part of Financial Statement
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 -
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 8
Notes forming part of Financial Statement
15. Inventory
Amount in ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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 ₹
Particulars As at March 31
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 7 9
Notes forming part of Financial Statement
20. Other Income Amount in ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8 0
Notes forming part of Financial Statement
27. Depreciation and Amortisation Cost
Amount in ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8 1
Notes forming part of Financial Statement
30. Contingent Liabilities
Amount in ₹
Particulars As at March 31 2019 As at March 31 2018
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8 2
Notes forming part of Financial Statement
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 ₹
Particulars For the year ended
March 31 2019
For the year ended
March 31 2018
Capital Expenditure - 58,63,500
Revenue Expenditure - -
(b) Raw material consumed
Amount in ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
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 ₹
Particulars For the year ended
March 31 2019
For the year ended
March 31 2018
Earning in Foreign Currency - -
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8 4
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 8 5
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
BABA AGRO FOOD LIMITED 11th Annual Report 2018-19 P a g e | 9 1
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
Non Basmati Rice