TO THE MEMBERS
Dear Shareholders,
Your directors have pleasure in presenting the 11th Annual Report of City Crops agro Limited ('the Company') along with the audited financial statements for the financial year ended 31st March 2024.
1. FINANCIAL SUMMARY
The Company's financial performances for the year under review along with previous year's figures are given hereunder:
INR in Lacs
2. Performance Overview
The Company is primarily engaged in the business of manufacturing and trading activities. During the year 2023-24, the profit of the Company unfortunately increases to Rs. 228.07/- Lakhs from Rs. 113.10/- Compare to Last Financial Year. The Directors and the management of the Company continuously working on the process to increase the profit of the Company. The various teams and management are working on the growth and development of the Company. There has been no change in the nature of business of the Company during the financial year ended 31st March 2024.
3. DIVIDEND
The company has not declared any dividend to boost its resources.
4. PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits from public falling under the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
5. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements.No Reportable material weakness in the design or operation was observed during the year.
6. CAPITAL EXPENDITURE
Capital expenditure of 0.57 Lacs was incurred during the year 2023-24.
7. LISTING
The company applied for the listing with the total issue size for of 1,63,16,760 Equity Shares of face value of Rs. 10 Each ("Equity Shares") the lead manager to the issue was Turnaround Corporate Advisors Private Limited and Registrar to The Issue was Skyline Financial Services Private Limited, issue opens on: September 26, 2023 issue closes on: September 29, 2023.
In the process of listing of company in BSE the company have reconstituted/ re- designated the board of directors committee; fresh audit committee/ nomination & remuneration committee/ stakeholder relationship committee were established. Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Directors. The Adequate notices are 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, if any, are captured and recorded as part of the minutes. 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.
As per Reg. 15 of SEBI (LODR) Reg, 2015, the company is listed in SME platform. Hence the provision of under Reg 27 of SEBI (LODR) Reg, 2015 with respect to corporate governance is not applicable to the company. Pursuant BSE Circular No. LIST/COMP/01/2019-20 dated 2nd April 2019 and as per the terms of the Company's Code of Conduct for Prohibition of Insider Trading in securities, framed pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Company has Listed its 1,63,16,760 Equity Shares on BSE SME Platform vide BSE Notice No. 20231009-25 dated 09th October, 2023
8. DIRECTOR
Mr. Kaupilkumar Hasmukhbhai Shah (DIN: 08937535) retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.
Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by Regulation 36 (3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings, are given in the notice of the ensuing AGM.
DECLARATION BY INDPENDENT DIRECTORS
The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.
9. AUDITORS
The members of the Company at the 09th Annual General Meeting held on September 30, 2022 had appointed M/s VSSB & Associates, Chartered Accountant (Firm Registration No. 121356W) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 09th Annual General Meeting till the conclusion of the 14th Annual General Meeting to be held in the year 2027.
M/s VSSB & Associates, Chartered Accountant, have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.
M/s VSSB & Associates, Chartered Accountant, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of the ICAI.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the financial statements of the Company for the year ended March 31, 2024.
10. SECRETARIAL AUDITOR
M/s. Dharti Patel & Associates, Practicing Company Secretaries have carried out Secretarial Audit under the provisions of Section 204 of the Act, for the financial year 2023-24 and submitted their report, which is annexed to this report. The report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the financial year ended 31st March 2024 is annexed and forms part of the Report.
11. COST AUDITOR
As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are being maintained. However, the provisions of appointing Cost Auditor is Not Applicable for the financial year ending 31st March 2024.
12. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company for the FY 2023-24 are:
Mr. Kaupilkumar Hasmukhbhai Shah - Managing Director & Chief Financial Officer
Mrs. Zalakben Chintan Gajjar - Company Secretary
13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION186 OF COMPANIES ACT, 2013
Particulars of loans and advances given are provided under note to the
financial statement. Particulars of investment made are provided under to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.
14. WHOLLY OWNED SUBSIDIARY
The Company City Crops Agro Limited does not have any subsidiary.
15. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements asspecified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act,2013. The performance evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director) covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc. NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of independent directors, performance of Non- Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees and the directors with the Company.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the City Crops Agro Limited Code of Conduct ('CoC'), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined. Hence, the Company has established a vigil mechanism through "City Crops Agro Limited Whistle Blower Policy" to enable employees, trainees, directors and Vendors of the Company, to report genuine concerns, unethical behavior, actualor suspected fraud, violation of Company's Insider Trading Code, any unlawful act or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman of the audit committee. There were
no whistle blower complaints received by the Company during the year.
17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
SEBI has mandated that the Business Responsibility and Sustainability Reporting (BRSR) shall be applicable to the top 1,000 listed entities (by market cap) for reporting on a mandatory basis from FY 2023-24. The Company does not fall under the list of top 1,000 listed entities, so BRSR is not applicable to the Company.
18. BUSINESS RISK MANAGEMENT:
The Company's management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Board does not foresee any risk which may threaten the existence of the Company.
19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
CONSERVATION OF ENERGY:
• The steps taken or impact on conservation of energy:
The Company has used various energy conservation measures that impact conservation of the environment. The company is preventing wastage, using the latest energy efficient technology like inverter-based air conditioners, replacing old conventional light fittings with latest generation CFL and LED light fittings to reduce the overall power consumption. The Company is promoting maximum usage of natural light in the day time by placing side glass windows.
• The steps taken by the company for utilizing alternate sources of energy: The Company is exploring ways and ideas through which it can utilize alternate sources of energy in energy intensive production line in place of conventional sources of energy, its viability, and cost effectiveness. No capital investment was made by the Company in energy conservation equipment.
• The capital investment on energy conservation equipment's;
No capital investment was made by the Company in energy conservation equipment.
TECHNOLOGY ABSORPTION:
The Company has not incurred any major expenditure which can be
appropriated to Research and Development work.
FOREIGN EXCHANGE EARNINGS AND OUTGO : NIL
20. STATUTORY STATEMENTS
20.1 Corporate Social Responsibility
As required under Section 134(3)(o) of the Act, the provisions of the Corporate Social Responsibility is Not Applicable on the Company.
20.2 Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;
a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.
b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for the year ended on that date;
c. That directors had taken proper and sufficient care for the 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 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 were 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.
21. DISCLOSURES UNDER COMPANIES ACT, 2013
21.1 Extract of the Annual Return:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.citycropagro.in within 60days of Completion of Annual General Meeting.
21.2 Number of Board Meetings:
The Board of Directors met 8 (Eight) times during the year 2023-24. The details of the Board meetings and the attendance of the Directors provided in the Annual Return of the Company available on the website of the Company within 60 days of Annual General Meeting.
21.3 Committees of Board of Directors:
Details of memberships and attendance of various committee meetings are given in Annual Return and The Meetings were held on regular interval. The Board has accepted / considered all recommendations made by the Committees to the Board during the financial year.
21.4 Related Party Transactions:
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A detailed report on contracts & arrangements made with related parties during the financial year 2023-24 being arm's length transaction have been reported and annexed as note no. 31 to the financial statements.
22. POLICIES
The following policies approved by the Board of Directors of the Company were uploaded and are available in the Company's website at the web link www.citycropagro.in
22.1.1 Policy For Preservation Of Documents And Archival Of Documents
22.1.2 Policy on Vigil Mechanism
22.1.3 Nomination and Remuneration Policy
22.1.4 Policy on Board Diversity
22.1.5 Code of Fair Disclosure n Price Sensitive information
22.1.6 Policy for Determining Materiality for Disclosures
22.1.7 Policy on Related Party Transactions
22.1.8 Risk Management Policy
22.1.9 Performance Evaluation Mechanism
22.1.10 Material subsidiary policy
23. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013
The ratio of the remuneration of each director to the median remuneration of the employees for the financial year and such other details as required are as given below:
The remuneration of Directors and employees are as per the remuneration policy of the Company. The statement of particulars of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014, for the year ended 31st March 2024, is given and forms part of this Report.
24. AUDIT COMMITTEE
The Composition of Committees of The Board of Directors are as follows:
Independent
25. NOMINATION AND REMUNARATION COMMITTEE
Bipinchandra
Gajjar
Hasmukhbhai
Shah
Director
26. STAKEHOLDER RELATIONSHIP COMMITTEE
Bipinchandra Gajjar
27. CORPORATE GOVERNANCE
The Company is Listed of BSE SME Platform and As per the SEBI (LODR)
Regulation, 2015, the Company having Listed on SME Platform is Not Required to Corporate Governance. So Corporate Governance is Not Applicable to the Company.
28. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS
The Company has a structured familiarization program for independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarized with their function, role, rights, responsibilities and the nature of the company Business. The Board of Directors has complete access to the information within the Company. Presentations are made to the Board of Directors at all the Meetings and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management. Presentations, inter alia, cover the Company's strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time. The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013-
The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year2023-24.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
31. Acknowledgement
The directors thank the distributors, vendors and bankers for their continued support and assistance. The directors gratefully acknowledge the support rendered by them. The directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed by them in the Company.