To,
The Members,
CROP LIFE SCIENCE LIMITED
Your Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and Auditor's Report of your Company for the financial year ended on 31st March, 2024.
1. CORPORATE OVERVIEW AND BACKGROUND:
Our Company was incorporated as a public limited company under the provision of the Companies Act, 1956 on May 24, 2006. By Acquisition, Backward and forward integration, CLSL now has become a leading producer of a wide range of Products Fungicides, Herbicides, Insecticides, Plant Growth Regulators, and soil and plant health products.
CLSL believes in the strategy of continuous expansion and development of high-value and branded products with a thrust on registration and marketing according to customer requirements.
CLSL has a manufacturing site at Ankleshwar in Gujarat and runs on world class technologies and quality services. The company focuses on quality to serve its customers. Each stage of production from raw material to finished product is closely monitored and maintains the standard. The company's unit is certified with internationally ISO 9001:2015 for Quality assurance.
R & D is a major strength for the company and it continues to invest in innovative formulations that are environmentally and user-friendly. The company is fully committed to maintaining and expanding its portfolio. The aim of CLSL is to build strong relationships with customers to understand their needs and deliver real performance in terms of usage.
With our crop protection products, we are securing food for the world now and tomorrow.
CLSL lives to its commitment to prompt deliveries and adherence to promised delivery agenda. The organization works hand in hand with the farming community to bring innovation linear to life, fulfilling its motto of "Farmer's Prosperity".
"We believe that growth is built on doing better than what is good enough, rising above individual limitation and leaping over obstructions."
2. KEY FINANCIAL HIGHLIGHTS:
Particulars
2023-24
Profit Before Exceptional & Extraordinary items & tax
Profit/ (Loss) for the year
Total Other Comprehensive Income
3. STATE OF COMPANY'S AFFAIRS AND OUTLOOK
We are in to manufacturing of wide and varied range of products namely Pesticides and Micro Fertilizer Pesticides includes Insecticides, Fungicides, Herbicides and Weedicides. We have 302 technical formulations approval for manufacturing insecticides products from Directorate of Agriculture, Krishi Bhavan Gandhinagar including almost 44 technical formulations for export product only. We believe that comprehensive range of our products helps our distributors to achieve their business objectives and enable us to obtain additional business from existing customers as well as address a larger base of potential new customers.
Our Company have grown the depth and breadth of our distributor and wholesaler network rapidly. Our company is having approx 2200 channel distributors and wholesaler outlets chain located over different region of states of our country namely Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, Chhattisgarh etc. In addition, we are also exporting agro chemicals products to Bangladesh, Egypt, Myanmar, Vietnam, Sudan , UAE and other countries. Our company focuses on building long term relationships with our distributor and wholesaler network in both Tier 2 and Tier 3 cities as well as in India's largest cities. Our policy is to offer attractive margins to our distributors on seasonal basis to incentivize and motivate them with respect to the distribution of our products versus the products of our competitors.
Our individual promoter Directors, Mr. Rajesh Lunagariya and Mr. Ashvin Lunagaria are having experience of more than 16 years in the field of manufacturing of agro chemical namely Pesticides and Micro Fertilizer. Our promoter Directors are backed by experienced core management team who looks after the production, sales and marketing, research & development, legal compliance and finance. We benefit from the experience of the individual Promoters-Directors and core management team which has enabled us to successfully implement our growth strategies.
The factory is located in GIDC Industrial area at Ankleshwar, District: Bharuch. In GIDC Ankleshwar, number of chemical industrial units are established. The Factory is located near Ankleshwar Railway Station on the main track connecting Gujarat, Maharashtra and Delhi corridor. In this area, all the infrastructure facilities such as power supply, roads, water supply etc. are developed and provided by governments/Local Authorities. All the benefits of infrastructure facilities developed by Government/Local Authorities are reaped by our company. Ankleshwar enjoys the good connectivity through National Highway roads and railway, which makes the movements of the raw-material as well as finished goods easy and comfortable. Thus, it helps in smooth procurement of raw materials and dispatch of finished goods to our various customers PAN India from our well established Depots located at different places in Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, and Chhattisgarh.
We have state of the art in-house laboratory in our factory for Research & Development and for Chemical Testing, which keeps track of quality control of our products. All products which are dispatched from the factory premises are inspected by two authorized officials heading the dispatch department. Further, quality check is done at every stage of manufacturing to ensure the adherence to desired specifications. Since, our Company is dedicated towards quality of products, processes and inputs, we get repetitive orders from our buyers, as we are capable of meeting their quality standards, which enables us to maintain our brand image in the market.
4. CAPITAL STRUCTURE
The Authorized Share Capital of the Company is 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each.
The Paid up Share capital of the Company at the end of financial year 2023-24 was 17,14,00,000/- (Rupees Seventeen Crore fourteen lakhs Only) divided into 1,71,40,000 (One Crore Seventy one Lakh forty thousand) equity shares of 10/- each.
During the year under review the Company issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of Rs. 52.00 per equity share as through the Initial Public offer (IPO). During the year, the paid up share capital of the Company has increased from Rs. 12,00,00,000/- to Rs. 17,14,00,000/-.
5. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT:
There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
6. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the reserves by the Company. Total amount of net profit is maintained in retained earnings.
7. DIVIDEND:
To strengthen the financial position of the Company and to augment working capital your directors do not recommend declaring any dividend for the financial year 2023-24.
8. CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of business activities of the Company.
9. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:
During the year under review, HETBAN SPECHEM LIMITED became our Subsidiary on 27th March 2024.
As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of the subsidiary included in the consolidated financial statements is furnished in Form AOC 1 and consolidated performance and financial summary given in the key financial highlights.
In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements have been placed on the website of the Company, www.croplifescience.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.
Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiary in Form AOC-1 is attached to the Financial Statements.
We have Attached Form AOC-1 as an Annexure-X
The Company does not have any Joint Venture or Associate Company.
10. ADEQUACY OF INTERNAL CONTROL SYSTEM:
Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly and in a timely manner. The
Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.
Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.
11. DEPOSITS:
The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.
As on 31st March 2024, the company has outstanding unsecured loan of Rs. 14,58,459 from the Directors.
12. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE COMPANIES ACT, 2013:
There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review.
13. SHARE CAPITAL
The Paid-up Share capital of the Company at the beginning of the year was Rs. 12,00,00,000/-. During the period under review, the Company has issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of Rs. 52.00 per equity share through the Initial Public offer (IPO). Hence the paid up share capital of the Company has increased from Rs. 12,00,00,000/- to Rs. 17,14,00,000/-.
The shares of the company have been listed through the IPO on 30.08.2024.
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares:
Company has not issued any Bonus Shares during the year under review.
d. Employees Stock Option Plan:
Company has not issued any Employees Stock Option Plan during the year under review.
14. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.
15. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
Not applicable to our Company.
16. BOARD EVALUATION:
The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Composition of Board of Directors of the Company:
As on March 31, 2024 the Board has the following directors:
Sr. No. Name of the Director
1. Rajeshkumar Vrajlal Lunagariya
2. Ashvinkumar Ravji Lunagaria
3. Chunilal Samajubhai Virolia
4. Harendra Mukeshbhai Sevak
5. Parulben Hiteshkumar Shah
6. Devang Bhikhubhai Parekh
During the year, there is no Change in the Constitution of Board of Directors of the Company mentioned as above.
i) Retirement by rotation:
In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr Ashvinkumar Ravji Lunagaria (DIN: 02731913), Wholetime Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.
b. Key Managerial personnel:
During the year under review Mrs. Rajvi Nikunj Shah Chief Financial Officer (CFO) of the company has resigned w.e.f. January 25, 2024 and Mrs. Sunita Sebastian Gonsalves has been appointed as a Chief Financial Officer (CFO) of the company on February 13, 2024.
After the closure of financial Year Mr. Sherry Kallil Sunny Resigned w.e.f. April 30, 2024 as a Company Secretary and compliance officer of the company. In the Board meeting held on 31.07.2024 Board has appointed Ms. Ashish Mahendersingh Chaudhary as a Company Secretary and compliance officer of the company.
Ms. Ashish Mahendersingh Chaudhary has resigned from the post of Company Secretary & Compliance Officer w.e.f. 13th August, 2024 to pursue career opportunities outside the company.
18. MEETINGS:
i) Board Meeting
During the year under review, the following Board meetings were held and convened:
Date of Board Meeting
Total Number of directors associated as on the date of meeting
Attendance
ii) Annual General Meeting
Sr No. Type of Meeting
1. Annual General Meeting
19 . DIRECTOR'S RESPONSIBILITY STATEMENT:
1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement;
2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;
4. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
5. That the Directors have prepared the annual accounts on a going concern basis
6. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
7. That 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.
20 . INDEPENDENT DIRECTOR'S DECLARATION:
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.
21. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www.croplifescience.com
22. AUDIT COMMITTEE:
In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ‘Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Company's accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.
The Company Secretary acts as the Secretary to the committee
During the year under review, Audit Committee met 4 Four times viz on April 10, 2023, August 9, 2023, November 10, 2023 and March 19, 2024.
The composition of the Audit Committee as at March 31, 2024:
Name of the Director
Attendance to Attended
Devang Bhikhubhai Parekh
4
Harendra Mukeshbhai Sevak
Ashvinkumar Ravji Lunagaria
There was no change in the constitution of Audit Committee during the F.Y. 2023-24.
23 . NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION:
In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing
Regulations, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:
? Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees
? Formulation of criteria for evaluation of performance of independent directors and the Board.
? Devising a policy on Board diversity
? Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
? Recommending the remuneration, in whatever form, payable to the senior management personnel.
? Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
? Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
During the year under review, Nomination and Remuneration Committee met 3 (Three) times, viz on April 10, 2023 , August 28, 2023 and February 13, 2024. The composition of NRC as on March 31, 2024:
Parulben Hiteshkumar Shah
There was no change in the constitution of Nomination and Remuneration Committee during the F.Y. 2023-24.
24. STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of section 178 of the Act and regulation 20 of the SEBI Listing Regulations, the Board has constituted the Stakeholders Relationship Committee ("SRC"). The brief terms of reference of NRC as specified in clause B of Part D of Schedule II of the Listing Regulations inter alia contains:
? Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. ? Review of measures taken for effective exercise of voting rights by shareholders. ? Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. ? Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
During the year under review, Stakeholders Relationship Committee met 1 (One) time, viz on March 19, 2024. The composition of SRC as on March 31, 2024:
Chunilal Samajubhai Virolia
There was no change in the constitution of Stakeholders Relationship Committee during the F.Y. 2023-24.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.
The Details of CSR Committee annexed herewith and marked as Annexure - IX
26. AUDITORS:
a. STATUTORY AUDITORS:
At the Annual General Meeting held on 20th December, 2023, M/s SHAH & SHAH, Chartered Accountants (Firm Registration No: 131527W), were appointed as Statutory Auditors of the company for a term of 5(five) years from the conclusion of the 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company.
The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.
EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:
There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.
b. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ranjit Kumar Singh of M/s. Ranjit & Associates, Practicing Company Secretary (Membership: F12564) (COP: 23646) as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-VI.
We have conducted the AGM within the extended time period but doe to want of quorum, the meeting was adjourned for the next week at the same place, day and time and so it comes after the extension period which was beyond our control.
Regarding the observation relating to the provision of Section 185 and 186, we have taken approval of the shareholders in our General Meeting, thus is now complied with.
c. INTERNAL AUDITOR:
During the year under review provisions of Section 138 of Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed M/s. ABNP &
Co LLP, Chartered Accountants (CA. Navroz Patva, M. No. 14051) as internal auditor of the Company in the Board meeting held on 20th August 2023.
d. COST AUDITOR:
Pursuant to the Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have appointed M/s. Y S Thakar & Co., Practicing Cost Accountants (Firm Registration No. 000318) as the Cost Auditor of the Company for Financial Year 2024-25, subject to remuneration being ratified by the Members at the ensuing AGM of the Company
27. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:
No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.
28. RISK MANAGEMENT:
The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management
Policy as the elements of risk threatening the Company's existence are very minimal.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provision of Section 135 the Company was required to spend INR 9,51,626 /- during the F.Y. 2023-24 and the same can't be spent but as per CSR Provision same has been Transferred on the Fund mentioned under Schedule VII of Companies Act 2013.
Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company. This Policy has been approved by the Board. The CSR Policy is available on the Company's website at www.croplifescience.com.
The annual report on CSR activities is annexed herewith and marked as Annexure - IX.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2023-24.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished
(A) Conservation of energy:
A The steps taken / impact on conservation of energy:
The Company has not taken any steps for conservation of energy in the year under review, however the Company is searching for techniques to reduce the conservation of energy.
B The steps taken by the Company for utilising Alternate Sources of Energy
The Company is in the process of searching the best available alternate source of Energy in renewable sector
C The capital investment on energy conservation equipment:
The Company is in the process of searching capital investment on energy conservation equipment
(B) Technology absorption:
A Efforts, in brief, made towards technology absorption, adoption and innovation.
B Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc.
C In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof,
D Research & Development
Specific areas in which R & D is carried out by the Company.
(C) Foreign exchange earnings and Outgo
Amount (Rs. In Lakhs)
PARTICULARS
Export Sales
Import Purchases
32. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Details of top 10 employees and information required under the provisions of Sec.197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, as amended, which form part of the Directors' Report, is given as Annexure- VIII., and will be made available to any shareholders on request as per provision of section 136(1) of the said Act.
The Managing Director or Whole Time Director as per the terms of his /their appointment, does not draw any commission or remuneration from subsidiary Company(ies). Hence, no disclosure(s) as required u/s 197(14) of the Act has been made.
The remuneration paid to the Directors, Managing Directors, Whole time Directors and Managers during the Financial Year under review is within the limit as prescribed under Sec 197(1) of the Companies Act,2013.
The remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company which is available on the Company's website www.croplifescience.com.
33. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Company's website and can be accessed on its website link: www.croplifescience.com.
34. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.
35. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:
None of the Directors of the Company are in receipt of any commission from any holding or subsidiary Company.
36. RELATED PARTIES TRANSACTIONS:
All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arm's length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure-II to this Report. The related party transaction details are also mentioned in note no. 46 of the standalone audited financials
Company's Related Party Transactions Policy appears on its website link: www.croplifescience.com.
37. CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and As per Regulation 15(2) (b) of the SEBI Listing Regulations, compliance with the corporate governance provisions As specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to the Company. The Certificate of the non-applicability of submission of Report on Corporate Governance is attached as Annexure - V to the
Board's Report.
38. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.
The Management Discussion and Analysis Report is appended as Annexure-III to this Report.
39. CEO AND CFO CERTIFICATION:
Mr. Rajeshkumar Lunagariya, Managing Director and Ms. Sunita Sebastian Gonsalves, Chief Financial Officer have given certificate to the board as contemplated in SEBI Listing Regulations.
The said certificate is attached as Annexure-IV.
40. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
Your Company is required to take a certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10 (i) of Part C of Schedule V of the Securities Exchange Board of India.
The certificate on non-disqualification of directors (Pursuant to Regulation 34(3) and schedule V para-C clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 received from Mr. Ranjit k. Singh (CP No: 23646, Meb No: F12564) forming the part of the Annual Report as
Annexure-VII. 41. ANNUAL RETURN:
The Annual Return of Company for the FY 2023-24 will be available on the Company's website at www.croplifescience.com.
42. MAINTENANCE OF COST RECORD:
The Company is required to maintain Cost Records as specified by Central government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained. During the year under review, Cost Audit is also applicable to us and accordingly, we have appointed the Cost Auditors and their details are mentioned elsewhere in this report.
43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
During the year under review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
44. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:
There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.
The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and
Financial Statements which forms part of this Annual Report. (Note 38 of Financial Statements)
45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC):
During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).
46. WEBSITE:
Your Company has its fully functional website https://www.croplifescience.com/ which has been designed to exhibit all the relevant details about the Company. The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.
47. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:
During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as
its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
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 arm's length transaction under third proviso thereto. 1.Details of Contracts or Arrangements or Transactions not at Arm's length basis.
Sr. No. Particulars
d. Salient terms of the contracts or arrangements or transaction including the value, if any
e. Justification for entering into such contracts or arrangements or transactions.
h. Date on which the special resolution was passed in General meeting as required under first proviso to section 188
2. Details of Contracts or Arrangements or Transactions at Arm's length basis for the year ended on 31st March 2024.
Sr. No. (A) Name of Related Parties Expenses/Purchase of PPE:
Nature of Relationship
Nature of INR (in Lacs)
Transactions
1. Hetban Spechem Limited
Mr. Rajeshkumar Vrajlal Lunagariya & Mr. Ashvinkumar Ravji Lunagaria are Directors and Members
Lease/Rent Paid
104.00
2. CLSL Pack Science Pvt. Ltd.
Mr. Ashvinkumar Ravji Lunagaria is Director and Member and Mr. Bansil Lunagariya son of Mr. Rajeshkumar Vrajlal Lunagariya is Director
Purchase of Material
3.74
3. Technomac Enterprise
Entity controlled by KMP or their relative
0.97
4. Technomac Enterprise
Purchase of PPE
9.88
5. Rajesh V. Lunagariya
Director and Member
Remuneration
72.00
6. Rajesh V. Lunagariya
Reimbursement Expense
1.62
7. Ashvin R. Lunagaria
8. Chunilal Samajubhai Viroliya
Director
9. Chunilal Samajubhai Viroliya
10. Rajan A. Lunagariya
Son of Mr. Ashvinkumar Ravji Lunagaria
11. Rajvi Nikunj Shah
Chief Financial Officer *
12. Sherry Kallil Sunny
Company Secretary #
13. Sunita Gonsalves
Chief Financial Officer $
(B) Income:
3. CLSL Solutions Pvt. Ltd
*During the year under review Mrs. Rajvi Nikunj Shah Chief Financial Officer (CFO) of the company has resigned w.e.f. January 25, 2024 # After the closure of financial Year Mr. Sherry Kallil Sunny Resigned w.e.f. April 30, 2024 as a Company Secretary and compliance officer of the company.
$. On February 13, 2024 Mrs. Sunita Sebastian Gonsalves has been appointed as a Chief Financial Officer
(CFO) of the company. a) Salient terms of the contracts or arrangements or transactions including the value, if any
Terms of the contract confirm to the prevailing market rates and all the care has been taken to ensure reasonability of prices as compared to the prevailing rates in the market better quality products and timely supplies. Remuneration is paid as per the terms of contract with the Directors and approved by shareholders b) Justification for entering into such contracts or arrangements or transactions
It is ensured that the contract with the Contracting party is advantageous to the Company and its shareholders. The Company intends to ensure following aspects by dealing with contracting parties: c) Date(s) of approval by the Board
Board Meeting held on 10/04/2023 d) Date on which the Ordinary resolution was passed in general meeting as required under first proviso to section 188:
N.A.
3. The details of all related party transactions as per IND AS-24 have been disclosed in Notes to Standalone Accounts of Financial Statement in note no. 46 in.