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Page 1: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense
Page 2: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

BOARD OF DIRECTORS:

ℵ Mr. Raghavendra Shripatrao Joshi Chairman cum Director

ℵ Mrs. Meena Raghavendra Joshi Director

ℵ Mr. Shashikant Vinayakrao Shastri Director

ℵ Mr. Anil Vasant Dharmadhikari Independent Director

ℵ Mr. Chandra Prakash Tripathi Independent Director

ℵ Mr. Balaji Prithviraj Singh Independent Director

KEY MANAGERIAL PERSON:

ℵ Mr. Omprakash Shiolalji Jaiswal Chief Executive Officer

ℵ Mr. Harshwardhan Raghavendra Joshi Chief Financial Officer

ℵ Mr. Mitesh Girish Gadhiya Compliance Officer

==============================================================================

BANKERS:

ℵ State Bank of India

==============================================================================

REGISTERED OFFICE:

Siddharth Arcade, Opp. Holiday Camp,

Station Road,

Aurangabad -431 005

Maharashtra

Tel No. 0240-2354913-17

Fax No. 0240-2332111

==============================================================================

STATUTORY AUDITORS: REGISTRAR AND SHARE TRANSFER AGENT:

Ashok Patil & Associates Bigshare Services Private Limited

A P Heights, E-2 & 3, Ansa Industrial Estate,

Near Gopal Tea Centre Saki-Vihar Road, Sakinaka,Andheri(E),

Aurangabad Mumbai-400072

For any Queries regarding Annual report contact:

Mr. Mitesh Girish Gadhiya

Legal cum Secretarial Dept. (Head)

Siddharth Arcade, Opp. Holiday Camp, Station Road, Aurangabad -431 005

Tel No. 0240-2354913-17

Fax No. 0240-2332111

E-Mail Id: [email protected]

Page 3: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

INDEX

1. Chairman’s Statement Page No. 1

2. Notice of 9th Annual General Meeting Page No. 3

3. Directors’ Report Page No. 11

4. Corporate Governance Report Page No. 15

5. Certificate on Compliance of Clause 52 of SME Listing Agreement Page No. 26

6. Management and Discussion and Analysis report Page No. 27

7. Independent Auditors Report Page No. 37

8. Annual Audited Accounts with Schedules and Annexure’s Page No. 43

9. Attendance Slip & Proxy Form Page No. 63

Page 4: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

9th

Annual Report | 2013-14

Chairman’s Statement

R J BIO-TECH LIMITED | Quality fetches, High Value

Dear Shareowners,

It gives me immense pleasure to present before you

the 9th Annual Report of R J Bio-tech Limited.

Financial Year 2013-14 witnessed weak demand

across the globe, sluggish domestic market,

deficient monsoon rain, lack of irrigation, high agro-

interest rates and fewer government aids’. All these

had a ripple effect on Indian agriculture farming

community. Seed Industry had to go through

consolidation phase due to worsening conditions of

markets coupled with high operational costs and

higher interest burden. I feel proud to state that, in

spite of such an unfavourable situation for Indian

Agriculture Sector, your Company managed to

deliver the sparkling performance.

Seeding the Future:

The growing demand and decreasing cultivable

land has brought in a severe threat to food security.

This could be evidenced in form of shortage of food,

uncontrollable food inflation and rising

malnutrition. Demand for the food is increasing at

the rate of squares whereas the cultivable area for

production of food still remains the same. Leaving

the only room for seed companies to increasingly

focus on the quality and productivity of the seeds.

R J Bio-tech has developed such variety of quality

seeds which are high on yield and low on farmer’s

pocket. Relentless efforts are being continuously

made to provide superior quality seeds.

Innovation is the way:

Since inception, we at R J Bio-tech have

continuously focused on our research and

development activities. This has helped us to bring

innovative products at affordable prices and remain

competitive in the seed market across the Country.

To bring in second green revolution, constant

investment in R&D activities is need of an hour to

fulfil India’s food demand and export to other

nations.

1

Page 5: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

9th

Annual Report | 2013-14

Chairman’s Statement

R J BIO-TECH LIMITED | Quality fetches, High Value

The Year for R J Bio-tech:

With immense pleasure and due credit to the Board

of Directors for their relentless effort, I proudly

state you that R J Bio-tech has achieved a record-

break turnover of INR 286.81 million and net profit

of 28.72 million in the Financial Year 2013-14. In

difficult times, R J Bio-tech has been growing at 30-

40% CAGR, commendable sales was backed by our

enduring support to our dealers. Earnings per share

(EPS) has increased more than 80% compared to

previous year.

Tapping the demand:

We, at R J Bio-tech have continuously strived to

bring out more and more product through intensive

research and continued focus on achieving “PAN

INDIA” Operations. We have large variety of seeds

in different segments to cater the growing demands

of farmers across the Country. R J Biotech

continues to operate in 10 states, No. of dealers

have considerably risen from 1200+ to 1500+. This

is the result of our continuous effort for improving

supply chain and logistics management and

increasing product availability for farmers at right

time.

Financial Year No. Of Products No. Of Dealers

2013-14 26 1500+

2012-13 23 1200+

2011-12 20 900+

Relationship Building Programme’s

Conducting Relationship Building Programmes is

an ongoing process at R J Bio-tech. Your Board of

Directors, Employees and Management of all

hierarchies participate in the relationship building

programmes wherein the farmers are given

demonstration of various R J Bio-tech products. The

initiatives are also being taken to educate the

farmers about the biotechnology and organic

farming.

Moving from regulatory governance to self

governance:

It gives me immense pleasure to inform you that, it

has been decided by the Board of Directors to

voluntarily prepare the Audited Financials of the

Company on quarterly basis. The Company is not

statutorily required to do so, but as a part of good

corporate governance and to provide even more

transparency and reliability to its Stakeholders, the

Company has taken up this decision. With this

decision, R J Bio-Tech becomes the first Company

on the SME platform of BSE, to voluntarily prepare

and provide Audited Financials on quarterly basis.

Partners of Change:

On behalf of our entire R J Family, I would like to

thank our employees, for their sustained and

continuous efforts to bring value to our

stakeholders and enrich the culture of dynamism

and changing the change. It is at the heart of our

organisation where the thought for value creation

binds us together.

I further thank all our Stakeholders, Bankers,

Members, Customers, Vendors, Various government

authorities, for their continuous support and faith

in the company

Sincerely,

Sd/-

Raghavendra Joshi

Chairman cum Director

R J Bio-tech Limited

2

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

NOTICE

NOTICE is hereby given that the Ninth Annual General Meeting of the Members of R J Bio-tech

Limited will be held on Monday, 29th day of September 2014 at 11.00 A.M. at the registered office

of the Company at Siddharth Arcade, Opp. Holiday Camp., Station Road, Aurangabad-431005 to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st

March 2014 and the Balance Sheet as at that date along with the reports of the directors and

auditors thereon.

2. To appoint a Director in place of Shashikant Shastri (holding DIN 00307652), who retires by

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

3. To appoint M/s Ashok Patil & Associates, Chartered Accountants (ICAI Registration No.

122045W) as the Statutory Auditors of the Company and fix their remuneration.

SPECIAL BUSINESS:

4. To consider and if thought fit to pass with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to

the Companies Act, 2013, Mr. Anil Vasant Dharmadhikari (holding DIN 06410911), Director of

the Company who retires by rotation at the Annual General Meeting and in respect of whom

the Company has received a notice in writing from a member proposing his candidature for the

office of Director, be and is hereby appointed as an Independent Director of the Company to

hold office for five consecutive years for a term up to 31st March, 2019.”

5. To consider and if thought fit to pass with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to

the Companies Act, 2013, Mr. Chandra Prakash Tripathi (holding DIN 03150939), Director of

the Company whose period of office is liable to determination by retirement of directors by

rotation and in respect of whom the Company has received a notice in writing from a member

proposing his candidature for the office of Director, be and is hereby appointed as an

Independent Director of the Company to hold office for five consecutive years for a term up to

31st March, 2019.”

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

6. To consider and if thought fit to pass with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to

the Companies Act, 2013, Mr. Balaji Prithviraj Singh (holding DIN 06413344), Director of the

Company whose period of office is liable to determination by retirement of directors by

rotation and in respect of whom the Company has received a notice in writing from a member

proposing his candidature for the office of Director, be and is hereby appointed as an

Independent Director of the Company to hold office for five consecutive years for a term up to

31st March, 2019.”

7. To consider and if thought fit to pass with or without modification(s), the following resolution

as a Special resolution:

“RESOLVED THAT pursuant to Section 180(1)(c) and any other applicable provisions of the

Companies Act, 2013 and the rules made there under (including any statutory

modification(s)or re-enactment thereof for the time being in force), the consent of the

Company be and is hereby accorded to the Board of Directors to borrow moneys in excess of

the aggregate of the paid up share capital and free reserves of the Company, provided that the

total amount borrowed and outstanding at any point of time, apart from temporary loans

obtained/to be obtained from the Company’s Bankers in the ordinary course of business, shall

not be in excess of 100 Crores (Rupees one hundred crores) over and above the aggregate of

the paid up share capital and free reserves of the Company.”

By order of the Board

Sd/-

Date: 02nd September 2014 MITESH GADHIYA

Place: Aurangabad (Company Secretary)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A

MEMBER OF THE COMPANY.

2. The proxy Forms to be effective must reach to the Registered Office of the company not later

than 48 hours before the time fixed for the Annual General Meeting.

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out

details relating to Special Business at the meeting, is annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from

27th September 2014 to 29th September 2014, both days inclusive.

5. The members desiring any information regarding accounts are requested to write to company

at least seven days before the date of the Meeting so as to enable the management to keep the

information ready.

4

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

6. All the documents referred to in accompanying notice are open for inspection at the Registered

Office of the company on all the working days except Sunday and Holiday, between 11.00 a.m.

to 5.00 p.m. up to the date of Annual General Meeting. Members are requested to notify

changes in their addresses, if any.

7. The shareholders who attend the Meeting are requested to fill in the attendance slip and

deliver the same at the entrance of the Meeting hall. The shareholders holding shares in

dematerialised form should indicate the DP ID and Client ID numbers in the attendance slip.

8. The shareholders are requested to bring their copy of the Annual Report to the Meeting.

9. The Ministry of Corporate Affairs has taken a corporate “Green Initiative in the Corporate

Governance” by allowing paperless compliance by companies. Accordingly, the Notice of the

Annual General Meeting along with Annual Report for the year 2013-2014 is being sent by

electronic mode to those members whose e-mail addresses are registered with the Company/

Depositories, unless any member has specifically requested for a physical copy of the same. In

order to support the “Green Initiative”, the Members who have not yet registered their e-mail

addresses are requested to register the same with R&T Agent/ Depositories.

10. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20

of Companies (Management and Administration) Rules, 2014, the Company is pleased to offer

e-Voting facility as an alternative mode of voting which will enable the Members to cast their

votes electronically. Necessary arrangements have been made by the Company with Central

Depository Services (India) Limited (CDSL) to facilitate e-voting. E-voting is optional and

members shall have the option to vote either through e-voting or in person at the general

meeting.

(A) The instructions for e-voting are as under:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select “R J BIO-TECH LIMITED” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

- For CDSL: 16 digits beneficiary ID,

- For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

- Members holding shares in Physical Form should enter Folio Number registered

with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be

used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the

last 8 digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of

0’s before the number after the first two characters of the name in CAPITAL

letters. E.g. If your name is Ramesh Kumar with folio number 100 then

enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account or folio in dd/mm/yyyy

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in

the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the

details are not recorded with the depository or company please enter the

number of shares held by you as on the cut off date in the Dividend Bank

details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection

screen. However, members holding shares in demat form will now reach ‘Password

Creation’ menu wherein they are required to mandatorily enter their login password in

the new password field. Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they are eligible to

vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care

to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting

on the resolutions contained in this Notice.

(xi) Click on the EVSN for <R J BIO-TECH LIMITED> to choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else

to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”

option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then enter the User ID and

the image verification code and click on Forgot Password & enter the details as

prompted by the system.

(xviii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log

on to www.evotingindia.com and register themselves as Corporates.

- They should submit a scanned copy of the Registration Form bearing the stamp and sign

of the entity to [email protected]

- After receiving the login details they have to create a user who would be able to link the

account(s) which they wish to vote on.

- The list of accounts should be mailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

- They should upload a scanned copy of the Board Resolution and Power of Attorney

(POA) which they have issued in favour of the Custodian, if any, in PDF format in the

system for the scrutinizer to verify the same.

(xix) In case of any queries or issues regarding e-voting, you may refer to the Frequently

Asked Questions (“FAQs”) and e-voting manual available at

https://www.evotingindia.co.in under Help Section or write an email to

[email protected].

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

(B) The e-voting period commences on Monday, 22nd September 2014 (9.00 a.m. IST) and ends on

Wednesday, 24th September 2014 (6.00 p.m. IST). During this period, shareholders of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-off

date (Record Date) of Friday, 29th August, 2014, may cast their vote electronically. The e-voting

module shall be disabled by CDSL for voting thereafter.

(c) The voting rights of Members shall be in proportion to their shares in the paid-up equity

share capital of the Company as on the cut-off date of 29th August, 2014.

(D) Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it

subsequently.

(E) Mr. Nitin S, Sharma, Practising Company Secretary (Membership No. A27225) has been

appointed as “the Scrutinizer” to scrutinize the e-voting process in a fair and transparent

manner.

(F) The Scrutinizer shall, within a period not exceeding 3 (three) working days from the

conclusion of the e-voting period, unblock the votes in the presence of at least 2 (two)

witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes

cast in favour or against, as the case may be, and submit the same to the Chairman of the

Company.

(G) The results declared along with the Scrutinizer’s Report shall be displayed on the website of

the Company www.rjbiotech.com and on the website of CDSL www.evotingindia.com within

two days from the passing of the resolutions at the 9th Annual General Meeting of the Company

to be held on Monday, 29th September, 2014 at 11.00 A.M. and shall be communicated to the

stock exchanges, where the shares of the Company are listed.

7

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

EXPLANATORY STATEMENT PURSUANT TO SECTIN 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Mr. Anil Vasant Dharmadhikari is a Non-Executive Independent Director of the Company. He joined

the Board of Directors of the Company in January, 2013. Mr. Dharmadhikari is the Chairman of

Nomination & Remuneration Committee and is a member of the Shareholder/ Investor Grievance

Committee and Audit Committee, of the Board of Directors of the Company.

He has more than three decades of experience in Banking Industry. He has worked with many

scheduled Co-op Banks such as Saraswat Bank, Malkapur Urban Co-op Bank Ltd., Ajantha Urban Co-op

Bank Ltd., Punjab & Mahindra Co-op Bank Ltd. and Vaidyanath Urban Co-op Bank Ltd. His experience

includes project appraisal and processing, fund management, audit and inspection, foreign exchange

transactions, etc.

Mr. Dharmadhikari does not hold by himself or for any other person on a beneficial basis, any shares

in the Company.

Mr. Dharmadhikari retires by rotation at the ensuing Annual General Meeting under the erstwhile

applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable

provisions of the Companies Act, 2013, Mr. Dharmadhikari being eligible and offering himself for

appointment is proposed to be appointed as an Independent Director for five consecutive years for a

term upto 31st March, 2019. A notice has been received from a member proposing Mr. Dharmadhikari

as a candidate for the office of Director of the Company.

In the opinion of the Board, Mr. Dharmadhikari fulfils the conditions specified in the Companies Act,

2013 and rules made thereunder for his appointment as an Independent Director of the Company and

is independent of the management. Copy of the draft letter for appointment of Mr. Dharmadhikari as

an Independent Director setting out the terms and conditions would be available for inspection

without any fee by the members at the Registered Office of the Company during normal business

hours on any working day, excluding Saturday.

The Board considers that his continued association would be of immense benefit to the Company and

it is desirable to continue to avail services of Mr. Dharmadhikari as an Independent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Dharmadhikari

as an Independent Director, for the approval by the shareholders of the Company.

Your Directors recommend an ordinary resolution for approval of the Members.

Except Mr. Anil Vasant Dharmadhikari, none of the other Directors of the Company is in any way

concerned or interested in this resolution.

ITEM NO. 5

Mr. Chandra Prakash Tripathi is a Non-Executive Independent Director of the Company. He joined the

Board of Directors of the Company in January, 2013. Mr. Tripathi is the Chairman of the Shareholder/

Investor Grievance Committee and a member of the Audit Committee and Nomination &

Remuneration Committee, of the Board of Directors of the Company.

8

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

Mr. Tripathi has worked with Escorts Limited as Chief General Manager and with Bajaj Auto Ltd. as

Vice President. He is the recipient of Dr. Ram Rathi Rolling Trophy for the best CEO for QC (Quality

Circle) movement in India, which was awarded to him on 7th December 2000. He is currently acting as

an advisor (Corporate Social Responsibility) to Bajaj Auto Ltd.

Mr. Tripathi does not hold any shares in the Company.

Mr. Tripathi is a director whose period of office is liable to determination by retirement of directors

by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section

149 and other applicable provisions of the Companies Act, 2013, Mr. Tripathi being eligible and

offering himself for appointment is proposed to be appointed as an Independent Director for five

consecutive years for a term upto 31st March, 2019. A notice has been received from a member

proposing Mr. Tripathi as a candidate for the office of Director of the Company.

In the opinion of the Board, Mr. Tripathi fulfils the conditions specified in the Companies Act, 2013

and rules made thereunder for his appointment as an Independent Director of the Company and is

independent of the management. Copy of the draft letter for appointment of Mr. Tripathi as an

Independent Director setting out the terms and conditions would be available for inspection without

any fee by the members at the Registered Office of the Company during normal business hours on any

working day, excluding Saturday.

The Board considers that his continued association would be of immense benefit to the Company and

it is desirable to continue to avail services of Mr. Tripathi as an Independent Director. Accordingly, the

Board recommends the resolution in relation to appointment of Mr. Tripathi as an Independent

Director, for the approval by the shareholders of the Company.

Your Directors recommend an ordinary resolution for approval of the Members.

Except Mr. Chandra Prakash Tripathi, none of the other Directors of the Company is in any way

concerned or interested in this resolution.

ITEM NO. 6

Mr. Balaji Prithviraj Singh is a Non-Executive Independent Director of the Company. He joined the

Board of Directors of the Company in January, 2013. Mr. Singh is the Chairman of the Audit Committee

and a member of Shareholder/ Investor Grievance Committee and Nomination & Remuneration

Committee, of the Board of Directors of the Company.

Mr. Singh is a Practising Chartered Accountant by profession and has more than 15 years of

experience in the field of accounts and finance. Before taking up practice he was working with

Aurangabad Motor Manufacturing Limited as Assistant Manager (Finance)

Mr. Singh does not hold by himself or for any other person on a beneficial basis, any shares in the

Company.

Mr. Singh is a director whose period of office is liable to determination by retirement of directors by

rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section

149 and other applicable provisions of the Companies Act, 2013, Mr. Singh being eligible and offering

himself for appointment is proposed to be appointed as an Independent Director for five consecutive

years for a term upto 31st March, 2019. A notice has been received from a member proposing Mr.

Singh as a candidate for the office of Director of the Company.

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

In the opinion of the Board, Mr. Singh fulfils the conditions specified in the Companies Act, 2013 and

rules made thereunder for his appointment as an Independent Director of the Company and is

independent of the management. Copy of the draft letter for appointment of Mr. Singh as an

Independent Director setting out the terms and conditions would be available for inspection without

any fee by the members at the Registered Office of the Company during normal business hours on any

working day, excluding Saturday.

The Board considers that his continued association would be of immense benefit to the Company and

it is desirable to continue to avail services of Mr. Singh as an Independent Director. Accordingly, the

Board recommends the resolution in relation to appointment of Mr. Singh as an Independent Director,

for the approval by the shareholders of the Company.

Your Directors recommend an ordinary resolution for approval of the Members.

Except Mr. Balaji Prithviraj Singh, none of the other Directors of the Company is in any way concerned

or interested in this resolution.

ITEM NO. 7

Section 180(1)(c) of the Companies Act, 2013 effective from 12th September, 2013 requires that the

Board of Directors shall not borrow money in excess of the company’s paid up share capital and free

reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of

business, except with the consent of the company accorded by way of a special resolution.

It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1)(c) and

other applicable provisions of the Companies Act, 2013, as set out at Item No. 7 of the Notice, to

enable to the Board of Directors to borrow money in excess of the aggregate of the paid up share

capital and free reserves of the Company. Approval of members is being sought to borrow money upto

Rs. 100 Crores (Rupees one hundred crores) in excess of the aggregate of the paid up share capital and

free reserves of the Company.

Your Directors recommend the special resolution for approval of the Members.

None of the other Directors of the Company is in any way concerned or interested in this resolution.

10

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R J BIO-TECH LIMITED | Quality fetches, High Value

DIRECTORS’ REPORT

To the Members,

Your directors have pleasure in presenting the Ninth Annual Report on the business and operations of

Company and the financial accounts for the year ended 31st March 2014.

Particulars 2013-14 2012-13

Net Sales 2868.11 1985.19

Less: Total Expenses 2316.81 1620.67

Operating Profit 551.30 364.52

Less: Interest Expenses 264.09 233.95

Profit Before Tax 287.21 130.57

Profit After Tax 287.21 130.35

Surplus carried forward to Balance Sheet 287.21 130.35

Basic Earnings per share (Face Value of Rs. 10) 3.48 1.94

Operational review:

Unfavourable situation for Indian agriculture has taken hit for third straight year. Situation for

operating business are highly unfavourable. Your company in its Ninth Financial Year has achieved a

record increase in its revenue’s and a benchmark performance in its operations. Improvement in

supply chain management and increasing use of sophisticated technologies has helped us to achieve

benchmark performance.

Company is keen in developing high technological seeds which will further cater to growth.

Key Financial Highlights:

∋ Revenue from operations / Net sales increased by whopping 44% i.e. from Rs. 19.85 Crores to

Rs. 28.68 Crores.

∋ Whereas, Ratio of Total Expenditure to Net Sales remained unchanged.

∋ Operating profit increased by 51.24 % i.e. from Rs. 3.64 Crores to Rs. 5.51 Crores.

∋ Profit before tax increased by 120% i.e. from Rs. 130.57 Million to Rs. 287.21 Million.

∋ Profit after tax increased by 120% i.e. from Rs. 130.55 Million to Rs. 287.21 Million.

∋ Earnings per share increased by 1.54 i.e. from Rs. 1.94 to Rs. 3.48

∋ Substantial Expenditure is being expended on Research and Development activities.

∋ Book Value of Shares increased from Rs. 20.70 to Rs. 23.53

11

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Dividend:

Your Directors have recommended retaining the profit and declaring no dividend for the financial

year 2013-14. The dividend policy for the year under review has been formulated taking into

consideration of growth of the company and reduce the debt servicing burden.

Directors:

Mr. Shashikant Shastri (holding DIN 00307652) retires by rotation under Section 152 of the

Companies Act, 2013 and being eligible, offers himself for re-appointment.

Mr. Anil Dharmadhikari (holding DIN 06410911) retires by rotation under Section 152 of the

Companies Act, 2013 and being eligible, offers himself for re-appointment. Pursuant to Section 149

read with Schedule IV of the Companies Act, 2013 and the Companies (Appointment and Qualification

of Directors) Rules, 2014 and Clause 52 of the Listing Agreement, Mr. Anil Dharmadhikari to be

appointed as Independent Director of the Company at the ensuing Annual General Meeting.

Pursuant to Section 149 read with Schedule IV of the Companies Act, 2013 and the Companies

(Appointment and Qualification of Directors) Rules, 2014 and Clause 52 of the Listing Agreement, Mr.

Chandra Prakash Tripathi (holding DIN 03150939) and Mr. Balaji Singh (holding DIN 06413344) to be

appointed as Independent Director of the Company at the ensuing Annual General Meeting.

Statutory Auditors:

M/s Ashok Patil & Associates, Chartered Accountants (ICAI Registration No. 122045W), Statutory

Auditors of the Company for Financial Year 2013-14 offer themselves for re-appointment. Based on

the audit committee’s recommendation, Board recommends their re-appointment as statutory

auditors for Financial Year 2014-15.

Corporate Governance:

Company continues to adhere to better Corporate Governance, true & fair practices. A detailed report

is annexed as ANNEXURE I and forms part of this report. The Certificate issued by Neha P. Agrawal,

Practising Company Secretary, confirming the compliance of the conditions of Corporate Governance

as stipulated under clause 52 of the SME Listing Agreement, entered by Company with Bombay Stock

Exchange, is annexed as ANNEXURE II and forms this report.

Further CEO Certification ensuring the genuineness of financial reports and as required under clause

52 of SME Listing Agreement, is given in the Corporate Governance report.

Management Discussion and analysis:

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE III and forms

part of this report.

Auditors Report:

The observations of the Auditors in their report are self-explanatory and therefore, in the opinion of

the Directors, do not call for further comments.

12

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The conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read

with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is

given in ANNEXURE IV which forms part of this Report

Risk Assessment and Management:

Your Company has been on a continuous basis reviewing and streamlining its various operational and

business risks involved in its business. Your Company also takes all efforts to train its manpower from

time to time to handle and minimise these risks.

Directors’ Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to

Directors Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the year ended 31st March, 2014, the company has

followed the applicable accounting standards and there are no material departures from the

same.

2. The Directors have 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

state of affair of the Company as at 31st March, 2014 and of the profit of the Company for the

year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for

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

irregularities.

4. The Directors have prepared the annual accounts of the Company on a “going concern” basis.

Fixed Deposits:

Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 during

the period under review.

Particulars of Employees:

There is no employee in the Company whose particulars are required to be given under section

217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,

as amended.

Industrial Relations:

The Company enjoyed cordial relations with its employees at all levels. Your Directors appreciate the

support and co-operation provided by all the employees.

13

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Listing:

Your Company’s shares continue to be listed on the SME platform of BSE Limited. The listing fee to

BSE Limited for the year 2014-15 has been paid by your Company on time.

Proceeds of the Issue:

Company mobilised funds of Rs. 5,00,40,000 through IPO during the period under review, and the

monies so raised have been utilized for the purpose mentioned in the prospectus i.e. for funding

working capital and no material variation has occurred between the projections and actual utilisation.

E-voting:

In compliance with the provisions of Section 108 of the Act and the Rules framed there under, the

Members are provided with the facility to cast their vote electronically, through the e-voting services

provided by CDSL, on all the resolutions set forth in the Notice. The e-voting period commences on

Monday, 22nd September, 2014 (9:00 a.m. IST) and ends on Wednesday, 24th September, 2014 (6:00

p.m. IST). During this period, Members of the Company, holding shares either in physical form or in

dematerialised form, as on 29th August, 2014, may cast their vote electronically. The e-voting module

shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by a Member, he

shall not be allowed to change it subsequently. A separate communication is being sent to the

Members to avail of the e-voting facility.

Acknowledgements:

Your Directors are pleased to express their gratitude for all the co-operation and assistance received

from bankers, members, customers, vendors, various Government authorities and employees for their

support and faith in the Company.

For and on Behalf of Board

Date: 02nd September 2014

Place: Aurangabad Sd/-

RAGHAVENDRA JOSHI

(Chairman)

14

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ANNEXURE I

CORPORATE GOVERNANCE REPORT

In a strict sense, Governance is the application of best management practices, compliance of laws,

rules, regulations and adherence to ethical principles in all its dealings, to achieve the objects of the

Company, enhance stakeholder value and discharge its social responsibility. R J Bio-tech is committed

to good corporate governance and adopts best management practices, because we believe that,

effective Corporate Governance practices constitute a strong foundation on which successful

commercial enterprises are built to last. Your Company recognizes that strong Corporate Governance

is indispensable to resilient and vibrant capital markets and is, therefore, an important instrument of

investor protection. It is, therefore R J Bio-tech, continues to remain committed to a corporate culture

of conscience, integrity, fairness, transparency, accountability and responsibility for efficient and

ethical conduct of its business.

I. BOARD OF DIRECTORS’

A. COMPOSITION OF BOARD

Board of directors provides leadership and guidance to its management, employees, plays vital role in

the operations of the Company. Board has a fiduciary responsibilities ensuring the inalienable rights

of stakeholders and their interest are protected. Your directors are committed towards enhancing

long term value of its stakeholders through transparency and a balanced growth strategy.

As of the date of report, the Board of your company consists of six directors comprising of Three Non-

Executive Directors and Three Independent Directors of which, Mr. Raghavendra Shripatrao Joshi,

Chairman is Non-Executive Director of the Company.

B. NON-EXECUTIVE DIRECTORS’ AND DISCLOSURES

None of the Directors were paid any remuneration or sitting fees during the previous financial year

2013-14

C. BOARD AND COMMITTEES

Board Meetings:

None of the directors on the Board is a member of more than 10 committees and chairman of more

than 5 committees.

During the Financial year 2013-14 there were 11 Meetings held on 2nd May 2013, 30th July 2013, 28th

August 2013, 2nd September 2013, 16th September 2013, 20th September 2013, 26th October 2013,

28th October 2013, 23rd December 2013, 3rd February 2014, and 31st March 2014.

15

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Attendance of Board Meeting:

Name of Director

Category

Attendance of No.

of meetings held

during the year

Attendance of last AGM

No. Of Other Directorship/Committee

Membership / Chairmanship held in

Board Committees Meetings

held

During

their

Office of

Director

ship

Attended No. Of Other

Directorship

Committee

Membership

Chairmanship

held in Board

Committees

Mr.

Raghavendra

Shripatrao

Joshi

Chairman,

Non-

executive

director,

Non-

independe

nt

11 11 YES

12 6 3

Mr.

Shashikant

Vinayakrao

Shastri

Chairman,

Non-

executive

director,

Non-

independe

nt

11 11 YES 4 - -

Mrs. Meena

Raghavendra

Joshi

Non-

executive

director,

Non-

independe

nt

11 11 YES 12 - -

Mr. Anil

Vasant

Dharmadhika

ri

Non-

executive

director,

Non-

independe

nt

11 11 YES - - -

Mr. Chandra

Prakash

Tripathi

Non-

executive

director,

independe

nt

11 11 YES 4 - -

Mr. Balaji

Prithviraj

Tripathi

Non-

executive

director,

independe

nt

11 11 YES - - -

D. CODE OF CONDUCT

To promote adherence your board has laid down code of conduct for all board members and senior

management and the same is available on the website of the company.

16

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II. AUDIT COMMITTEE

A. COMPOSITION OF AUDIT COMMITTEE

Audit Committee consists of three directors, all of whom are Non-executive Directors and

Independent Directors. Audit Committee is lead by Chairman Mr. Balaji Prithviraj Singh and Mr.

Mitesh Girish Gadhiya, Company Secretary is the Secretary of the Audit Committee.

Audit Committee is formed in accordance of clause 52 of Listing Agreement and also Section 292A of

Companies Act, 1956 and the gap between two meetings did not exceed four months. Key Notes on

agenda of the meetings were Appointment of Statutory auditors, Operational, Financial review, risk

mitigation and other matters assigned to them. Chief Financial Officer of the Company assists the

Committee on Financial Concerns of the Company. The Chairman of the Committee briefs the Board

members about the significant discussions at Audit Committee Meetings.

Chairman of the Audit Committee, Mr. Balaji Prithviraj Singh was present at the Eighth Annual General

Meeting held on 30th Sep, 2013 at the registered office of the Company.

B. AUDIT COMMITTEE MEETINGS

Name of Member Status No. Of Meetings held

during the year

No. Of Meetings

attended during the

year

Mr. Balaji Prithviraj Singh Chairman 4 4

Mr. Chandra Prakash Tripathi Member 4 4

Mr. Anil Vasant Dharmadhikari Member 4 4

Requisite quorum was present during the meeting.

C. POWERS OF AUDIT COMMITTEE

The audit committee has followings powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary

D. ROLE OF AUDIT COMMITTEE

The role of the audit committee includes the following:

1. Oversight of the Issuer’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors.

17

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4. Reviewing, with the management, the annual financial statements before submission to the

board for approval, with particular reference to:

a. Matters required being included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by

management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the

board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through

an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for

purposes other than those stated in the offer document/prospectus/notice and the report

submitted by monitoring agency monitoring the utilisation of proceeds of a public or rights

issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing, with the management, performance of statutory and internal auditors, adequacy of

the internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit.

9. Discussion with internal auditors any significant findings and follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature and reporting the matter to the board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of non payment of declared dividends) and

creditors.

13. To review the functioning of the Whistle Blower mechanism, in case the same is existing

14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications,

experience & background, etc. of the candidate.

15. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee.

E. REVIEW OF INFORMATION BY AUDIT COMMITTEE

The Audit Committee reviewed the following information:

1. Management discussion and analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the audit committee),

submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutory auditors.

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee.

18

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F. SHAREHOLDERS /INVESTOR GRIEVANCE COMMITTEE

Your Company has constituted a shareholder / investors grievance committee to redress the

complaints of the shareholders. The said Committee was constituted vide resolution passed at the

meeting of the Board of Directors held on December 31, 2012.

The Investor Grievances Committee comprises of Independent Directors of the Company, of which Mr.

Chandra Prakash Tripathi is the Chairman. Mr. Mitesh Girish Gadhiya, Company Secretary cum

Compliance Officer assists the Shareholders Committee in resolving shareholders compliant and acts

as secretary to the committee. Till date Company has not received any compliant.

As on date, No Compliant is pending with the Company and No meeting has been conducted till date.

G. GENERAL BODY MEETINGS

Location, time & date, where the three immediately preceding Annual General Meetings of the

company were held are given below;

No special resolution was passed in the last year through postal ballot.

Year Date Venue Time Whether any Special

resolution passed in

the AGM

2010-11 26/09/2011 Siddharth Arcade, 3.00 P.M No

Opp. Holiday camp,

Station Road,

Aurangabad

2011-12 26/09/2012 Siddharth Arcade, 12.30 P.M No

Opp. Holiday camp,

Station Road,

Aurangabad

2012-13 30/09/2013 Siddharth Arcade, 4.00 P.M No

Opp. Holiday camp,

Station Road,

Aurangabad

19

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III. SUBSIDIARY COMPANIES

Company doesn’t have any subsidiary company or associate company in terms of definition

mentioned under Companies Act, 1956 or Companies Act, 2013.

IV. DISCLOSURES

A. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions of the Company which have potential

conflict with the interests of the Company at large. During the year, there were no materially

significant related party transactions, i.e. transactions of the Company of material nature with its

promoters, their subsidiaries, the Directors or the management or relatives, etc. That may have

potential conflict with the interests of the Company at large. Declarations have been received from the

senior management personnel to this effect.

Summary of related party transactions was placed before audit committee for their review and no

transaction were entered in other than arm’s length and abnormal course of business. The related

party transactions are disclosed in the Schedules on Notes to Accounts in the Annual Report and may

be referred for further details. Further 301 registers is maintained by the company in regard to

related party transactions, Copy of the same is available at registered office of the Company for

inspection of members of the Company.

B. ACCOUNTING TREATMENT

The Company has followed the Accounting Standards laid down by the Companies (Accounting

Standards Rules, 2006) in the preparation of its financial statements.

C. RISK MANAGEMENT

The Company has a well defined risk management framework in place and Companies follows

balanced risk to return strategy. The Company periodically places before the Audit Committee and the

Board, the key risks and the risk assessment and mitigation procedures followed by the Company. Till

date, Company has not entered into transaction which has material effect on company’s financial

position.

D. PROCEEDS FROM PUBLIC ISSUE

Company mobilised funds of Rs. 5,00,40,000 through Initial Public Offering Opened on 10th September

2013 and Closed on 12th September 2013 for the purpose of funding working capital needs. No

deviations of the proceeds were made for the monies raised through IPO and no material variations

have occurred between projections and actual utilisation. Half yearly report were reviewed by audit

committee regarding to the use / applications of the proceeds raised through IPO.

20

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E. REMUNERATION OF DIRECTORS

Neither Sitting fee nor remuneration was paid to Non-Executive Directors of the Company and the

said Directors does not hold any pecuniary relationship with Company.

F. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE III and forms

part of this report.

G. DETAILS OF NON-COMPLIANCE BY THE COMPANY

No penalties were imposed on the Company, during last three years, by any Statutory Authority on

any matter related to Capital Market.

H. CODE OF PREVENTION OF INSIDER TRADING

The Company has instituted a code of conduct for its management and staff. The code laid down

guidelines, which advises them on procedures to be followed and disclosures to be made, while

dealing with shares of R J Bio-tech Limited, and cautioning them of the consequences of violations.

I. CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior

Management / employees of the Company. The Code is available on the Company’s website. For the

year under review, all Directors and Senior Management of the Company have confirmed their

adherence to the provisions of the said Code.

Declaration as required under Clause 52 of the SME Listing Agreement entered into with Bombay

Stock Exchange:

I hereby confirm that: All Directors and Senior Management have affirmed compliance with Code of

Conduct for the financial year ended 31st March, 2014.

On behalf of Board

Sd/-

Place: Aurangabad Raghavendra Joshi

Date: 02nd September 2014 Chairman

21

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J. GENERAL SHAREHOLDERS INFORMATION

(i) Date, time and venue of Annual General Meeting:

Monday, 29th September 2014 at 11.00 am at Siddharth Arcade, Opposite Holiday Camp,

Station Road, Aurangabad – 431 005.

(ii) Financial year of the Company:

1st April to 31st March

(iii) Book Closure Date:

27th September 2014 to 29th September 2014 (both days inclusive)

(iv) Payment of Dividend:

Board of Directors has recommended retaining the profit and declaring no dividend for the

financial year 2013-14.

(v) Listing on Stock Exchanges:

Your Company is listed on the SME platform of Bombay Stock Exchange, Phiroze J eejeebhoy

Towers, Dalal Street, Mumbai – 400023 having Stock Exchange code “A-1”

GROUP INDEX: M / S&P BSE SME IPO

SCRIP ID: RJBIOTECH

SCRIP CODE: 536456

ISIN CODE: INE594O01015

(vi) Market Price Data: High. Low during each month in last financial year

Your Company was listed on 25th September 2013 on the SME platform of Bombay Stock

Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400023 following is the

Monthly High-Low Trading price in each month in last financial year since listing.

Month Open High Low Close

13-Sep 21.00 23.15 21.00 23.15

13-Oct 24.30 48.75 24.30 38.55

13-Nov 40.40 42.35 36.35 36.35

13-Dec 34.55 34.55 32.85 32.85

14-Jan 36.05 43.35 34.70 34.70

14-Mar 28.00 35.00 28.00 30.00

22

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(vii) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index

etc

Performance of Company’s stock during last financial year i.e. 25th Sep ’13 to 31st Mar ‘14

Performance of Company’s stock compared to BSE SENSEX during last financial year i.e. 25th

Sep ’13 to 31st Mar ‘14

(viii) Registrar and Transfer Agents x. Share Transfer System

Big Share Services Private Limited,

E-2 & 3, Ansa Industrial Estate,

Saki-Vihar Road, Sakinaka,

Andheri(E),

Mumbai-400072

(ix) Distribution of shareholding

Category (Shares) No of Shares % to holders No of Share holders % to equity

1-1000 300 0.01% 3 2%

1000-10000 357100 3.99% 54 31%

10000-100000 2334000 25% 101 58%

100000-1000000 3726200 39% 14 8%

1000000-10000000 3050000 32% 1 1%

Total 9467600 100% 173 100%

23

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(x) Dematerialization of Shares

As of 31st March, 2014, 87% of Shares are held in Demat mode, following is the details of

share held in various modes.

No. of shares held in dematerialised form in CDSL: 1,044,000 11%

No. of shares held in dematerialised form in NSDL: 7,165,700 76%

No. of shares held in physical form: 1,257,900 13%

Total No.of shares 9,467,600 100%

To enable us to serve our investors better, we request shareholders whose shares are in the

physical mode to dematerialize their shares and update their bank accounts with the

respective depository participants.

(xi) Registered Office and Correspondence Address:

Siddharth Arcade,

Opposite Holiday Camp,

Station Road,

Aurangabad,

Maharashtra– 431005

Ph. (0240) 2354912 to 17 Fax: (0240) 2332111

E-mail:[email protected]

Website: www.rjbiotech.com

(xii) Plant Location:

a. Plot No. J-1/8, MIDC, Chikalthana, Aurangabad, Maharashtra.

b. C/o Mahalaxmi Seeds Processing Plant, S. No. 38, Village Munipally, Mandal Jakranpally,

Nizambad, Andra pradesh.

(xiii) Research Centre:

a. Gut No. - 245, Farola, Villege Bidkin, Tq. Paithan, Dist. – Aurangabad, Maharashtra

b. Gut No.-27, Patodawadi, Walmi Naka, Paithan Road, Aurangabad, Maharashtra

c. S. No.- 272, 273, 274 & 279, Near PDR Function Hall, Aushapur Village, Ghatkesar

Mandal, Rangareddy, Andhra pradesh

K. MEANS OF COMMUNICATION

All the material information about the company and any significant material changes

effecting shareholders interest are posted on company’s website i.e.

http://www.rjbiotech.com

24

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V. CEO/CFO CERTIFICATION TO THE BOARD

To,

The Board of Directors,

R J Bio-tech Limited

We, Omprakash Jaiswal, Chief Executive Officer and Harshwardhan Joshi, Chief Financial Officer of R J

Bio-tech Limited to the best of our knowledge, information and belief certify that:

(i) We have reviewed financial statements and the cash flow statement for the Financial year 203-

14 and that to the best of our knowledge and belief :

a. These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

b. These statements together present a true and fair view of the company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

(ii) We also certify that, to the best of our knowledge and belief, no transactions entered into by

the company during the financial year 2013-14, which are fraudulent, illegal or violative of the

company’s code of conduct.

(iii) We accept responsibility for establishing and maintaining internal controls for financial

reporting and we have evaluated the effectiveness of internal control systems of the company

pertaining to financial reporting and we have also disclosed to the Auditors and the Audit

Committee, deficiencies in the design or operation of company’s internal controls, if any, of

which we were aware off and the appropriate steps have been taken to rectify those

deficiencies.

(iv) We have indicated to the auditors and the Audit committee

a. significant changes in internal control over financial reporting during the year;

b. significant changes in accounting policies during the year and if any, the same have been

disclosed in the notes to the financial statements; and

c. Instances of significant fraud of which we have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company’s internal

control system over financial reporting.

Sd/- Sd/-

Place: Aurangabad Omprakash Jaiswal Harshwardhan Joshi

Date: 02nd September 2014 Chief Executive Officer Chief Financial Officer

R J BIO-TECH LIMITED R J BIO-TECH LIMITED

25

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R J BIO-TECH LIMITED | Quality fetches, High Value

ANNEXURE II

Certificate on compliance with the conditions of Corporate Governance under clause 52 of SME

Listing Agreement with Bombay Stock Exchange

To,

The Members of,

R J Bio-tech Limited

I have examined the Compliance of conditions of Corporate Governance by R J Bio-tech Limited for the

year ended 31st March, 2014 as stipulated in Clause 52 of the SME Listing Agreement, entered by R J

Bio-tech Limited into with the Bombay Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the management. My

examination was limited to procedures and implementations thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statement of the Company.

In my opinion and to the best of my information and according to the explanation given to me, I report

as under:

I certify that the Company has complied with the conditions of Corporate Governance as stipulated in

Clause 52 of SME Listing Agreement entered between R J Biotech Limited and Bombay Stock

Exchange.

I further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the management has conducted the affairs of the

Company.

Aforementioned certificate is given on the basis my information and according to the examination of

the documents carried out by me and explanations furnished to me by the Company, its officers and

agents. This certificate is given at the specific request of the R J Bio-tech Limited.

Hence certified.

SD/-

NEHA P. AGARWAL

DATE: 02nd September 2014 PRACTISING COMPANY SECRETARY

PLACE: AURANGABAD M. NO. F7350 & C. P . NO. 8048

26

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ANNEXURE III

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Outlook:

ndian agriculture has come a long way since the Green Revolution of the late 1960’s. India

presents an interesting scenario: both GDP and food grain production in the country have risen

faster than the growth in population over the last 50 years. But now the situation is becoming

alarming as the agricultural growth has been static in recent years.

The total demand estimate for food grains will touch 280 million tons by 2020. To achieve the

forgoing amount of production a growth rate of 4% in agricultural sector has to be maintained over

next 15 years. It is very important that the economic growth fosters social equity. For this the

agricultural growth should be in the forefront of our national GDP growth.

Therefore the focus of the Second Green Revolution or the so called “Evergreen Revolution” is on

ensuring food and nutritional security to the Indian populace especially below poverty line population

which constitutes around 28% of the Indian population. With practically no more land to farm and

some depletion of the agricultural land, this miracle is not easy to achieve. Science and technology

have to play a big role. High productive seeds, private sector involvement and expenditure on long

stalled irrigation schemes are the keys to achieving higher production. Hence a Second Green

Revolution that maximizes productivity and generates income and employment opportunities for the

rural population is need of hour. As the most critical of all farm inputs in agricultural production,

SEED holds the key for increased productivity. Coupled with biotechnology and other crop

improvement technologies, seeds offer tremendous opportunity for improving the productivity of

Indian Agriculture.

India’s GDP growth for 2013-14 has been about 5% and at the same levels as that of the previous

financial year. In the last five years, the growth rate of the economy has been lower than the estimates.

Indian Seed industry still remains to be amongst the largest top 5 seed market in the world and

continuing to grow around 12-13.5% Per annum. Opportunity lies unprecedented in field crops and

vegetable crops, Cotton crops have been exploited well with GM technology. Second green revolution

is taking shape at slower pace, lesser than planned due to deficient monsoons and other economic,

political reasons.

The Industry structure, conduct and performance of the global seeds industry witnessed dramatic

change in the last 3 decades with the advent of hybrid and GM seeds along with the ability to patent

seeds and traits making this an attractive investment option. Market share of proprietary hybrids is

more than 85% of the total global seed market. However, it is only 25% of in the Indian context thus

presenting a huge value creation opportunity. Hybrid seeds have achieved good penetration in

vegetables and crops like pearl millet, sorghum and maize and rapid adoption of BT cotton showcases

the willingness of Indian farmers to adapt to high-yield products, provided they demonstrate superior

performance. The policies for the sector are likely to be favourable, given the new governments stated

intent of improving seed availability.

Given the number of fundamental factors providing strong tailwinds to the sector, going forward, the

value creation in the Indian seed industry is headed upward.

I

27

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Indian Seeds Industry valuation over the period of time:

On a positive note Indian seed industry is poised to grow at a CAGR of 17% for next 4 years. By

India will rank at No 3 or 4 in the Global Seed Business.

brought positive vibes to the industry, it’s is keen on appr

bring India to the state of self-sufficiency in food consumption.

Future Thrust Areas

• Going forward, increasing population and reduction in arable land will make food scarcity an all

important concern. The food grain production needs to be increased faster than the demand, for

the food security of the country and this can be done through high yielding hybrids.

• Technologies that reduce consumption of water and other inputs along with reduction of crop

duration will be the norm for the future to enable farmers practice sustainable agriculture.

• Advent of new technologies in crop engineering for nutritional enhancement, production of

vaccines and antibiotics , industrial uses like enhanced starch content, useful enzy

biofuel efficacy etc.

• Changing lifestyles and health awareness is causing people to shift towards more organic food

products. Hybrids crop varieties with enhanced disease and pest tolerance to reduce application of

chemicals and fertilizers will meet this requirement.

• Increasing usage of hybrids in paddy from the present 6% can contribute to food production

through higher yields. Hybrid rice is reported to provide 15

traditional varieties. All the area under hybr

Chhattisgarh, Bihar and Uttar Pradesh.

hybrids for the South, East and Northern parts of the country.

• In crops like Wheat, Mustard, Red gram

industry is spending huge financial and human resources for breeding hybrids in these crops

which may be launched in the next few years.

enhance the yields by at least 10% per annum thereby incentivizing the farmers.

R J BIO-TECH LIMITED | Quality fetches, High Value

uation over the period of time:

On a positive note Indian seed industry is poised to grow at a CAGR of 17% for next 4 years. By

India will rank at No 3 or 4 in the Global Seed Business. “Clear Mandated” New Government has

brought positive vibes to the industry, it’s is keen on approving new scientific technologies which can

sufficiency in food consumption.

Going forward, increasing population and reduction in arable land will make food scarcity an all

grain production needs to be increased faster than the demand, for

the food security of the country and this can be done through high yielding hybrids.

Technologies that reduce consumption of water and other inputs along with reduction of crop

ll be the norm for the future to enable farmers practice sustainable agriculture.

Advent of new technologies in crop engineering for nutritional enhancement, production of

vaccines and antibiotics , industrial uses like enhanced starch content, useful enzy

Changing lifestyles and health awareness is causing people to shift towards more organic food

products. Hybrids crop varieties with enhanced disease and pest tolerance to reduce application of

l meet this requirement.

Increasing usage of hybrids in paddy from the present 6% can contribute to food production

through higher yields. Hybrid rice is reported to provide 15-20% yield gains when compared to

traditional varieties. All the area under hybrids now is in Central part of the country in and around

Chhattisgarh, Bihar and Uttar Pradesh. The industry is working overtime to develop suitable Rice

hybrids for the South, East and Northern parts of the country.

In crops like Wheat, Mustard, Red gram (Arhar) also there is potential to develop hybrids and

industry is spending huge financial and human resources for breeding hybrids in these crops

which may be launched in the next few years. The Introduction of the hybrids in these crops can

ields by at least 10% per annum thereby incentivizing the farmers.

Quality fetches, High Value

On a positive note Indian seed industry is poised to grow at a CAGR of 17% for next 4 years. By 2016,

“Clear Mandated” New Government has

oving new scientific technologies which can

Going forward, increasing population and reduction in arable land will make food scarcity an all-

grain production needs to be increased faster than the demand, for

the food security of the country and this can be done through high yielding hybrids.

Technologies that reduce consumption of water and other inputs along with reduction of crop

ll be the norm for the future to enable farmers practice sustainable agriculture.

Advent of new technologies in crop engineering for nutritional enhancement, production of

vaccines and antibiotics , industrial uses like enhanced starch content, useful enzymes, higher

Changing lifestyles and health awareness is causing people to shift towards more organic food

products. Hybrids crop varieties with enhanced disease and pest tolerance to reduce application of

Increasing usage of hybrids in paddy from the present 6% can contribute to food production

20% yield gains when compared to

ids now is in Central part of the country in and around

The industry is working overtime to develop suitable Rice

(Arhar) also there is potential to develop hybrids and

industry is spending huge financial and human resources for breeding hybrids in these crops

The Introduction of the hybrids in these crops can

ields by at least 10% per annum thereby incentivizing the farmers.

28

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Seed Conditioning – Quality Control

RJ biotech has developed a very systematic and

rigorous testing protocol which depicts the

comprehensive quality assurance system.

The Company follows a stringent quality assurance

system, which involves thorough monitoring at field

level during seed production and after seed arrival

through different laboratory and field tests.

The different processes adopted by the Company for

quality control are as follows

Quality Control Tests

• Physical Purity

Test

• Moisture Test

• Germination Test

• Warm Test

• Cold Test

• Seed Viability Test

• Seed Health

• Vigour Test

• Genetic Purity Test/

Molecular GOT

Company’s performance:

R J Bio-Tech Limited, an agri-biotechnology company in India, was incorporated in the year 2005. It

focused on its R & D activities for three years and launched its proprietary products in 2008. Presently

the Company deals in 31 field crops and 42 vegetable crops as its proprietary products. Research and

Development is an ongoing activity at R J Bio-Tech Limited. It is one the few companies in the Country

who has its own R & D infrastructure facilities.

R J Bio-tech has its own research programmes for developing varieties as per Indian agro-climatic

conditions. These varieties are thoroughly tested on various parameters before being introduced into

the product portfolio for commercial sale. The outcome of research (Nucleus Seed) is thoroughly

tested under different laboratory and farm conditions for adaptability. The seeds, bred in controlled

conditions are called the foundation or parent seed which is provided to the seed growers for

multiplication in their farms.

The harvested crop yields commercial seed which is processed and sold in the market. The seed

collected from farmers is tested on various parameters as per the Seed Act 1966 and the seeds

qualifying the tests are further processed, treated and conditioned and packed for commercial sale to

farmers. The sale is managed through a channel distributors and dealers spread across the country for

proper and timely delivery.

Processing Infrastructure

• Since seed marketing is a seasonal business,

the marketing staff works in close

connection with channel partners and end

users (farmers) for disseminating the new

agriculture technology as well as

researching the market for future trends

and demand estimation.

• The Company manages and conducts the

sale through a channel of distributors and

dealers spread across the country for

proper and timely delivery of the product to

the end user.

• The Company is selective in choosing the

dealers and distributors based on technical

expertise, local market knowledge and

financial stability and builds dealers/

distributors loyalty through an emphasis on

service, access to breeders, joint trials,

ongoing training and extensive promotional

material support.

29

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• The Company organizes dealer conferences to create confidence and appraise the innovative

technology of the Company and also offers distributor discounts and other attractive

incentives, tours and cash discounts for promotion of sales.

• The Company conducts field demonstrations through demonstration of technology in the

farmers’ fields on the superiority of the product.

• The sales force tags with the delivery channel for executing the sale as well as for realization

from the channel members.

Branding & Sales Promotion Strategy

Competitive analysis and future play:

• The Company has a strong R&D based business model. It has a vibrant R&D programme with

portfolio of products in pipeline to compete with any product in the market.

• Demonstrated superior performance of its existing products in crops like paddy, chilli, cotton

etc. where company’s products are competing against MNC products.

• Strong promoter support and professional management.

• Highly skilled and experience man power at the top in all the functional areas like R&D,

Production, Marketing etc.

• Current market presence in 10 States. Focus on building a pan-Indian distributor network to

deliver the products to the end users in time with the highest level of efficiency.

• Focus on developing and deploying innovative marketing methods to create brand value and

penetrate the market.

• Focus on Launching BG (Bollgaurd) Cotton Seeds by Khariff, 2015.

• To Launch Maize seeds across India in near future, as the company has received approval from

Central Government

• Focus on increasing Marketing personnel and substantial investment into R&D Activities which

will provide strong base to the company.

Seed Processing Plant Facility

J1/9, MIDC, Chikalthana,

Aurangabad

Grading, Gravity,

Treatment & Packing

At village Munipally,

Nizamabad

Grading, Gravity

Treatment, Packing

• Pre-season and post

season result

demonstrations

• Video on wheels campaign

• Mass postering & banners

• Wall & Bus paintings

• Auto stickers

• Hoardings at village

level

• Advertisement in

newspapers, agriculture

magazines

• Farmer training programs

• Participation in Krishi Melas

• Participation in Exhibition

and Agri Expo

30

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FINANCIAL ANALYSIS AND DISCUSSION ON PERFORMANCE OF OPERATIONS:

Particulars 2013-14 % to

revenue

2012-13 % to

revenue

Growth

rate

I Revenue from Operations 2,868.11 100% 1,985.19 100% 44%

II Expenses :

Cost of Materials Consumed 1,318.84 46% 902.34 45% 46%

Purchases of Stock-in-Trade

Changes in Inventories of Finished

goods,

(440.83) -15% (240.64) -12% 83%

work-in-progress and Stock-in-Trade

Employee Benefit Expenses 240.48 8% 201.96 10% 19%

Finance Costs 264.09 9% 233.95 12% 13%

Depreciation & Amortization

Expenses

45.24 2% 36.21 2% 25%

Other Expenses 1,153.08 40% 720.80 36% 60%

Total Expenses 2,580.90 90% 1,854.62 93% 39%

III Profit/(Loss) before exceptional

and extraordinary items and tax

287.21 10% 130.57 7% 120%

Exceptional Items - 0.17

IV Profit/(Loss) before extraordinary

items and tax

287.21 10% 130.40 7% 120%

V Profit before tax 287.21 10% 130.40 7% 120%

VI Tax Expense:

(1) Income tax - 0.05

(2) Current tax - -

(3) Deferred tax charge / (credit) - -

(4) MAT Credit - -

VII Profit after Tax 287.21 10% 130.35 7% 120%

VIII Earning per equity share:

Basic & Diluted 3.48 1.94 79%

� Sales increased by 44% during financial year 2013-14 compared to financial year 2012-13.

Phenomenal increase in sales was due to aggressive marketing strategy and development of

quality seeds, which helped company to gain confidence over customer and customer get

availability of these quality seeds around the clock and with ease.

� Operational cost rise marginally during the period under review on account of inflation but the

pressure of rising operational cost was controlled with increase in sales and economies of

scale.

� Other expenses rose by over 60% due to increasing overheads.

� As the Company continues to enjoy tax exemption in both direct and indirect taxes, the strategy

proved accretive. Wherein PAT increased by 120% from 130.40 Lacs to 287.21 Lacs and EPS

(Basic & Diluted) from Rs. 3.48 to Rs. 1.94.

31

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Segment wise performance:

Cotton seeds continue to remain growth driver for the Company

the demand of Cotton seeds and Maize seeds were

seen due to reason of rise in prices of Cotton and

Maize. Due to deficient monsoon

Vegetables and other field crops didn’t witness the

steep rise as seen in Cotton and Maize Crops.

Cotton seeds continue to remain growth driver for

the Company in the major geographies. Shoot in

the demand of Cotton seeds and Maize seeds were

seen due to reason of rise in prices of Cotton and

Maize. Due to deficient monsoon, Paddy,

Negative growth in Other field crops was

deficient and delayed monsoon and shifting of

farmers sowing cotton seeds.

Cotton

25%

Paddy

25%Maize

23%

Vegetabl

e

17%

Other

field

Crops

10%

Sales Mix

2013-14

Composition of Sales %wise

Type of Crop 2013-

14

2012-

13

2011

12

Cotton 25% 12% 12%

Paddy 25% 32% 30%

Maize 23% 17% 23%

Vegetables 17% 22% 15%

Other field

Crops 10% 16% 19%

Total 100% 100% 100%

R J BIO-TECH LIMITED | Quality fetches, High Value

to remain growth driver for the Company in the major geographies

Maize seeds were

seen due to reason of rise in prices of Cotton and

. Due to deficient monsoon, Paddy,

nd other field crops didn’t witness the

steep rise as seen in Cotton and Maize Crops.

Cotton seeds continue to remain growth driver for

the Company in the major geographies. Shoot in

the demand of Cotton seeds and Maize seeds were

seen due to reason of rise in prices of Cotton and

Maize. Due to deficient monsoon, Paddy,

Vegetables and other field crops didn’t witness the

steep rise as seen in Cotton and Maize Crops.

Amongst Cotton crops “R J 101” was star product in

Gujarat and “R J 105” in Karnataka and Maharashtra.

“R J 20-20” Maize variety perfumed exceptionally well

in all ten states.

Negative growth in Other field crops was due to

deficient and delayed monsoon and shifting of

Segment wise Sales

Type of Crop 2013-14

Cotton 726.15

Paddy 708.33

Maize 665.53

Vegetables 481.63

Other field

Crops 286.47

Total 2868.11

2011-

12

12%

30%

23%

15%

19%

100% YoY Growth Chart

Type of Crop 2013-

14

Cotton 194%

Paddy 13%

Maize 92%

Vegetables 9%

Other field Crops -11%

Overall Sales

Growth 44%

Quality fetches, High Value

geographies. Shoot in

field crops didn’t witness the

steep rise as seen in Cotton and Maize Crops.

Amongst Cotton crops “R J 101” was star product in

Gujarat and “R J 105” in Karnataka and Maharashtra.

20” Maize variety perfumed exceptionally well

Segment wise Sales (in Lacs)

2012-13 2011-

12

247.19 198.51

625.49 483.19

347.05 376.11

443.46 244.89

321.99 307.00

1985.18 1609.7

YoY Growth Chart

2012-13 2011-12

25% 246%

29% -25%

-8% 92%

81% 26%

5% 21%

23% 20%

32

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Human Resource:

We believe that employee’s of our Company are the strong pillar to our success. Various Programmes

are conducted for employee motivation, their development and engagement as a part of good human

resources management. Your Board follow the policy of “let the best talent be rewarded and the rest

be motivated and nurtured”.

Company employed more than 140 employees (previous year: 110+ employees) as of the year end,

and enjoys cordial relations with its employees and workers. All the wage agreements have been

renewed in a timely manner and are all valid and subsisting. Employees support in implementation of

reforms that impact quality, cost erosion and improvements in productivity across all locations which

is commendable.

Company is keen on hiring the Personnel in line with the growth strategy. During the previous 2-3

years Company has constantly being hiring Marketing Staff and R&D Staff in order to broad base the

products as well as market for those products. Company has steep recruitment and selection process,

interview consists of test consisting of aptitude and technical test and also panel interviews for senior

positions

Your Company continues to adopt employee performance review system. Each employee is given Key

Review Areas (KRA’s) based on his department and functional role on which his performance will be

assessed on a half yearly basis. These appraisals form a basis for identifying the shortcomings and

provide training facilities to improve his overall performance. Your company also has well defined

appraisal system in place for recognition of talented and deserving employees, which includes line

and staff function personnel.

No Strikes, Lock out’s or any anarchy occurred during the period under review and Company enjoys

cordial industrial relations with its employees.

33

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Swot Analysis:

Strength

• The Company has a strong R&D based

business model. It has a vibrant R&D

programme with portfolio of products in

pipeline to compete with any product in the

market.

• Growing dealers and distributors chain

• Demonstrated superior performance of its

existing products in crops like paddy, chilli,

cotton etc. where company’s products are

competing against MNC products.

• Strong promoter support and professional

management.

• Current market presence in 10 states. Focus

on building a pan-Indian distributor network

to deliver the products to the end users in

time with the highest level of efficiency.

• Focus on developing and deploying

innovative marketing methods to create

brand value and penetrate the market.

• Cost efficient and value addition

manufacturing process.

• More products in pipeline.

Opportunity

• Rise in consumption pattern of food has

provided a room to Indian seed industry to

provide more high quality seeds with better

productivity.

• The company has continuously invested and

focused on its R & D, thus in forthcoming

period, there are more high quality seeds to

hit the market.

• New Government will boost the agriculture

sector and has been stressing on bringing

science into agriculture.

• Ease of regulatory barriers by both state and

central government.

• Faster adoption of new technological seeds by

Indian farmers

• Sprawling demand for the food.

• Slow and Steady improvement in the

domestic as well as global economy.

• Further Tax exemptions to Indian Seed

Industry waited.

Weakness

• Presence not in all Indian states.

• High employee / labour attrition rate.

• Inadequate Working Capital during the peak

period.

• High Marketing Cost

Threat

• Worsening of domestic and global economy.

• Cultural resistance to change by farmers.

• Deficient and delayed monsoon and drought

like situations in coming future.

34

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Risk and Concerns:

The performance of the crop protection industry and other Agri inputs is heavily dependent on

monsoons, pest and disease incidences on crops. Major fluctuations in total rainfall and its

distribution affect the crop acreages and overall productivity and have a direct correlation with sales.

The new technological seeds such as genetically modified seeds could affects company’s public image

as it has negative perseverance and in many countries have enacted laws and prohibits the use of GM

seeds in farming. Over the period industry has become more fragmented and which may affect

company’s’ profitability and also effect company’s credit rating.

Farmers’ willingness and ability to spend will be an important driver to demand generation. Strong

support produce prices and better availability of credit will ease the pressure on the farming

community. Tightening regulations can be looked upon as an opportunity by committed enterprises.

Exchange rate fluctuations between Dollar and Rupee could also impact revenues as well as costs in

the foreseeable future. The rising crude prices could have an impact on the costs and prices of various

products.

Internal Control Systems and their adequacy:

The Company’s operations are spread across 10 States in India. The internal control system is

commensurate with the size, scale and complexity of its operations. All operations run on the ERP

system. The operations in different geographies need to adhere to their own legal compliances and

regulatory framework.

The in-house internal audit team plans the audit schedule of all plants, subsidiaries and depots. The

schedule is worked out on the basis of risk assessment to ensure that all the assets of the Company are

protected against loss. It also ensures that the transactions are authorised and recorded in the books

of the Company. Apart from the in-house team, external professionals are engaged by the Company to

ensure a compliance of all statutory regulations.

The Audit Committee of the Board is informed regularly about the significant findings of the internal

audit regarding various locations and functions to help take effective steps to ensure compliance and

good governance. The Audit Committee reviews the internal audit plan at the beginning of every year

to ensure coverage of most of the functions and locations with a view to mitigate the risks. The

periodic report prepared by internal audit team forms the basis of certification by the Managing

Director and Chief Financial Officer for financial reporting as required under Clause 52 of the Listing

Agreement.

35

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9th Annual Report | 2013-14

R J BIO-TECH LIMITED | Quality fetches, High Value

ANNEXURE IV

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act,

1956 read with the Companies (Disclosure of Particulars in the Report of the Board of

Directors) Rules, 1988

FORM A

A. POWER AND FUEL CONSUMPTION:

Electricity 2013-14 2012-13 a) Units Purchased (Nos.) 37,455 63,200

Total Amount (in Lacs) 2.60 4.75

Rate per unit (avg) 6.95 7.51

b) Own Generation

N.A N.A

Through diesel generator

Unit

Unit per litre of diesel oil

Cost per unit

Coal

Quantity (Tonnes)

Total Amount

Average rate

Furnace Oil

Quantity (Litres)

Total Amount

Average rate

Others / Internal Generation

Quantity

Total Amount

Average rate

FORM B

A. RESEARCH AND DEVELOPMENT ACTIVITIES

Till date Company has made expenditure of more than Rs. 8 Crores on its R & D Activities, and your

Board of Directors has decided to continue to expend on Research and Development Activities, which

will help Company to build a better and large product portfolio.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Continuous efforts are being made towards technology absorption, adaptation and innovation.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange 2013-14 2012-13

Forex Earnings : NIL NIL

Forex Outgo 22.88 Lacs 33.70 Lacs

36

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01]

02]

03]

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. 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. In making those risk assessments, the auditor

considers internal control relevant to the Company’s preparation and fair presentation of the

financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.

Auditor’s Responsibility

Management is responsible for the preparation of these financial statements that give a true and

fair view of the financial position, financial performance and cash flows of the Company in

accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the

Companies Act, 1956. This responsibility includes the design, implementation and maintenance

of internal control 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.

Management’s Responsibility for the Financial Statements

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of

Chartered Accountants of India. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

ASHOK PATIL & ASSOCIATES,,CHARTERED ACCOUNTANTS

"A P Heights", Behind Gopal Cultural Hall, New Osmanpura,Aurangabad - 431 005

R J Bio-Tech Limited.

“Siddharth Arcade”, Opp. Holiday Camp, Station Road,

Aurangabad – 431 005

(Formerly known as R J Bio-Tech Private Limited)

Report on the Financial Statements

INDEPENDENT AUDITOR’S REPORT

To,

The Members,

We have audited the accompanying financial statements of R J Biotech Limited (Formerly known

as R J Bio-Tech Private Limited), which comprise the Balance Sheet as at March 31, 2014, and the

Statement of Profit and Loss and Cash Flow Statement for the for the year ended, and a

summary of significant accounting policies and other explanatory information.

37

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04]

a)

b)

c)

05]

1)

2)

a)

b)

c)

d)

e)

f)

in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

Companies Act, 1956;

Firm Reg. No. 122045W

Since the Central Government has not issued any notification as to the rate at which the cess

is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules

under the said section, prescribing the manner in which such cess is to be paid, no cess is

due and payable by the Company.

on the basis of written representations received from the directors as on March 31, 2014,

and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1)

of section 274 of the Companies Act, 1956.

For Ashok Patil & Associates

Chartered Accountants

(Ashok P.Patil)

PartnerPlace : Aurangabad

M. No. 34423

the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

As required by section 227(3) of the Act, we report that:

in our opinion proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books;

Opinion

in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,

2014;

in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

we have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit;

in the case of the statement of Profit & Loss, of the Profit for the year ended on that date;

and

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

In our opinion and to the best of our information and according to the explanations given to us,

the financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in

India:

sd/-

38

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(i)

(ii)

(iii)

The company is maintaining proper records of inventory of stocks of raw materials, finished

goods of seeds, etc. No material discrepancies were noticed on physical verification of

stock as compared to book records.

(b)

Inventory:

The procedure of physical verification of inventory followed by the management is

reasonable and adequate in relation to the size of the company and nature of its business.

(c)

(b) The fixed assets have been physically verified by the management under a regular

programme of verification, which in our opinion is reasonable having regard to the size of

the company and nature of its business. No material discrepancies were noticed on such

verification.

(b)

ASHOK PATIL & ASSOCIATES,,

CHARTERED ACCOUNTANTS

"A P Heights", Behind Gopal Cultural Hall, New Osmanpura,Aurangabad - 431 005

(a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.

Fixed Assets:

ANNEXURE TO THE AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH 5 OF OUR REPORT OF EVEN DATE OF

R J BIO-TECH LIMITED;

FOR THE YEAR ENDED AS ON 31.03.2014

(FORMERLY KNOWN AS R J BIO-TECH PRIVATE LIMITED);

As per the information given to us on our enquiries, the disposal of assets during the year

was not substantial and would not have an impact on the operations of the company.

(a)

(c)

Loans:

(a) During the year under review, the company has given fresh unsecured loan, to one

company covered in the register maintained u/s 301 of the Companies Act, 1956 the

maximum amount involved in such transaction is Rs.63,05,535/- & the outstanding balance

as at the end of year is Rs.Nil.

In our opinion, the company has conducted physical verification of inventory at reasonable

intervals.

As per information given and records made available, the company is not charging any

interest on loan granted. The other terms and conditions of loans granted by the Company

are prima facie not prejudicial to the interest of the company.

39

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(iv)

(v)

(vi)

The company has not accepted any deposits during the year from the public within the

meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956

and rules framed there under.

(g) As no tenure of loan taken is fixed it is not possible to express opinion, whether the

payment of principal and interest is regular.

(a) In our opinion and according to the information and explanations given to us, the

transactions which need to be entered into a register maintained in pursuance of section

301 of the Companies Act, 1956 has been so entered.

In our opinion and according to the information and explanations given to us, there is

adequate internal control system commensurate with the size of the company and the

nature of its business for the purchase of inventory and for the sale of goods and there are

no major weaknesses in internal control system.

Internal Control System:

Information on transactions entered in Sec. 301 register:

Public Deposits:

(b) The transactions so entered during the year, have been in our opinion and as per

information and explanation given to us, made at prices which are reasonable having regard

to the prevailing market prices available with the company for such transactions or prices

at which transactions for similar goods have been made with other parties at the relevant

times.

(c)

(e)

(d)

As tenure of loan given is not fixed, opinion regarding repayment of loan cannot be

expressed.

As per information and explaination given to us, there is no stipulation as regard to the

repayment of the amount hence this clause is Not applicable.

As per the information & explanations given to us, during the year under review, the

company has taken fresh unsecured loans from one company & one other party listed in the

register maintained under section 301 of the Act. The Maximum amount involved during the

period and the year end balance of said loans were aggregating to Rs.3,74,16,130/- &

Rs.98,00,000/- respectively.

(f) As per the information & explanations given to us, rate of interest and other terms and

conditions of unsecured loan taken by the company are prima facie not prejudicial to the

interest of the company.

40

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(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

We have broadly reviewed the books of account and records maintained by the company

relating to certain areas of the company pursuant to Sec 209(1)(d) of the Companies Act,

1956 and are of the opinion that prima facie the list of accounts and records have been

made and maintained. We have, however not made a detailed examination of the same.

As per information & explanations given to us, during the year under review, the company

has not given any guarantee for loans taken by others from banks or financial institutions.

Guarantees:

Trading in Shares, Debentures, etc. – Not Applicable

(a)

During the year under review, company has not granted any loans & advances on the basis

of security by way of pledge of shares, debentures or other securities.

As per the records made available and information given, the company has not defaulted in

repayment of dues to the financial institutions.

Documentation in the case of Pledge of Shares, etc.:

Chit Fund, Nidhi, etc. – Not Applicable

Statutory Dues:

Sickness Indicator:

Default to FIS & Banks:

The company does not have any accumulated losses and it has also not incurred cash losses

during this financial year and the financial year immediately preceding to this financial

year.

According to the record made available for our verification and information given, there

are no disputed dues of Income Tax, VAT, Excise Duty, Cess.

According to the records made available and information and explanation given to us,

company is regular in depositing undisputed statutory dues including provident fund,

Income Tax, Value Added Tax, Local Body tax, cess and any other statutory dues with the

appropriate authorities

It is explained to us that, the company has in house Internal Audit System which is

commensurate with the size of the company and nature of its business.

Cost Records :

Internal Audit:

(b)

41

Page 45: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

Chartered Accountants

Firm Reg. No. 122045W

(Ashok P.Patil)

Partner

M. No. 34423

Use of Short-term & Long-term Funds :

Place : Aurangabad

Date : 05.05.2014

For Ashok Patil & Associates

During the course of our examinations of the books & records of the company, carried out

in accordance with the generally accepted auditing practices in India, & according to the

information & explanations given to us, we have neither come across any instances of

material fraud on or by the Company, noticed or reported during the year, nor have we

been informed of such case by management.

Frauds:

Use of money raised by Public Issue. – Not Applicable

According to the information and explanations given to us, the company has not made

preferential allotment of shares to parties and companies in the register maintained under

section 301 of the Act.

Preferential Allotment of Shares:

In our opinion & according to information & explanations given to us the company has not

utilized short term funds for long term investments.

In our opinion & according to information & explanations given to us the company has

applied loans for the purpose for which they were taken.

Application of Term Loans:

Security for Debentures. – Not Applicable

sd/-

42

Page 46: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Particulars Note No. As on 31.03.2014 As on 31.03.2013

I] EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 94,676,000.00 69,656,000.00

(b) Reserves & Surplus 2 128,848,613.68 75,107,327.41

(c) Money received against share warrants

(2) Share Application money pending allotment -

(3) Non-Current Liabilities

(a) Long-term Borrowings 3 24,711,494.10 31,362,104.69

(b) Deffered Tax Liabilities (Net) 4 - -

(c) Other Long term Liabilities 5 7,430,370.00 4,748,370.00

(d) Long-term Provisions

(4) Current Liabilities

(a) Short-Term Borrowings 6 210,058,450.81 153,276,270.09

(b) Trade Payables 7 27,311,594.00 8,336,077.50

(c) Other Current Liabilities 8 82,883,166.79 56,805,590.02

(d) Short-Term Provisions 9 4,220,412.00 6,293,294.00

TOTAL 580,140,101.38 405,585,033.71

II] ASSETS

(1) Non Current Assets

(a) Fixed Assets 10

(i) Tangible Assets 29,941,834.91 29,126,440.91

(ii) Intangible Assets 4,769.00 7,949.00

(iii) Capital Work-in-progress - -

(iv) Intangible Assets under Development

(b) Non-Current Investments - -

(c) Deffered tax Assets (Net) - -

(d) Long-term loans & Advances 11 3,817,842.00 1,998,756.00

(e) Other non-Current assets 12 23,447,720.10 28,336,191.65

(2) Current Assets

(a) Current Investments - -

(b) Inventories 13 285,248,132.00 203,334,375.00

(c) Trade Receivables 14 113,700,755.05 86,895,323.47

(d) Cash & Cash equivalents 15 5,364,955.41 2,000,125.74

(e) Short-term loans and advances 16 113,035,560.91 44,275,421.97

(f) Other current assets 17 5,578,532.00 9,610,449.97

TOTAL 580,140,101.38 405,585,033.71

Notes on Financial Statements 1 to 37 0.00 -

Notes referred to above form an integral part of the Balance Sheet .

This is the Balance Sheet referred to in our report of even date.

For & On Behalf of the Board of

R J Bio-Tech Limited

(Director) (Director)

(Company Secretary)

Place : Aurangabad

Date : 05.05.2014

(Ashok P.Patil)

Partner

M. No. 34423

R J BIO-TECH LIMITED

"Siddharth Arcade", Opp. Holiday Camp, Station Road, Aurangabad - 431 005

Chartered Accountants

Balance Sheet as at 31.03.2014 (Amount in Rs. )

Firm Reg. No. 122045W

[Formerly known as R J Bio-Tech Private Limited]

For Ashok Patil & Associates

Raghavendra Joshi Meena Joshi sd/- sd/- sd/-

DIN:00307124 DIN:00307708

Mitesh Gadhiya sd/-

sd/-

43

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No. Particulars Note No. For the year ended

31.03.2014

For the year ended

31.03.2013

Income :

I Revenue from Operations 18 286,811,084.51 198,519,438.50

III Total Revenue (I+II) 286,811,084.51 198,519,438.50

IV Expenses :

Cost of Materials Consumed 19 131,883,802.08 90,234,211.50

Purchases of Stock-in-Trade

Changes in Inventories of Finished goods, 20 (44,082,836.00) (24,063,849.00)

work-in-progress and Stock-in-Trade

Employee Benefit Expenses 21 24,047,581.00 20,196,396.00

Finance Costs 22 26,409,234.05 23,395,116.11

Depreciation & Amortization Expenses 23 4,523,867.00 3,620,681.00

Other Expenses 24 115,308,150.11 72,079,801.05

Total Expenses (IV) 258,089,798.24 185,462,356.66

V Profit/(Loss) before exceptional and 28,721,286.27 13,057,081.84

extraordinary items and tax (III-IV)

VI Exceptional Items 25 - 17,219.00

VII Profit/(Loss) before extraordinary items 28,721,286.27 13,039,862.84

and tax (V-VI)

VIII Extraordinary Items - -

IX Profit before tax (VII-VIII) 28,721,286.27 13,039,862.84

X Tax Expense:

(1) Income tax 5,290.00

(2) Current tax -

(3) Deffered tax charge / (credit) -

(4) MAT Credit -

XI Profit/(Loss) from the period from continuing 28,721,286.27 13,034,572.84

operations (IX-X)

XII Profit/(Loss) from discontinuing operations - -

XIII Tax Expense of discontinuing operations - -

XIV Profit/(Loss) from discontinuing operations - -

XV Profit/(Loss) for the period (XI+XIV) 28,721,286.27 13,034,572.84

XVI Earning per equity share:

(1) Basic & Diluted 26 3.48 1.94

Notes on Financial Statements 1 to 37

The Notes referred to above form an integral part of the Statement of Profit & Loss.

This is the Statement of Profit & Loss referred to in our report of even date.

(Director) (Director)

(Company Secretary)

Date : 05.05.2014

[Formerly known as R J Bio-Tech Private Limited]

R J BIO-TECH LIMITED

"Siddharth Arcade", Opp. Holiday Camp, Station Road, Aurangabad - 431 005

Statement of Profit & Loss for the year ended 31st March, 2014 (Amount in Rs.)

For & On Behalf of the Board of

R J Bio-Tech Limited

Place : Aurangabad

For Ashok Patil & Associates

Chartered Accountants

Partner

M. No. 34423

(Ashok P.Patil)

Firm Reg. No. 122045W

Raghavendra Joshi Meena Joshi sd/-

DIN:00307124 DIN:00307708

sd/- sd/-

Mitesh Gadhiyasd/-

44

Page 48: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Sr No. Particulars As on 31.03.2014 As on 31.03.13

A) CASH INFLOW FROM OPERATING ACTIVITIES

Profit before tax 28,721,286 13,057,081.8

Adjustments to reconcile profit before tax to cash provided by

operating activities

Depreciation and amortisation expense 4,523,867 3,620,681.0

Interest & Finance Cost 26,409,234 23,395,116.1

R &D Exp W/off 12,818,067 15,332,654.0

Deferred Expenses written off 6,747,982 9,421,910

Operating Profit Before Working Capital Changes 79,220,436 64,827,443.0

Adjusted for:

Inventories (81,913,757) (4,946,415.0)

Trade Receivables (26,805,432) (24,731,111.1)

Loans and advances and other assets (64,728,221) (6,667,481.7)

Liabilities & Provisions 42,980,211 11,968,481.0

Cash Generated From Operations (51,246,762) 40,450,916.1

Direct Tax Paid - (1,631,090.0)

NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (51,246,762) 38,819,826.1

B) CASH FLOWS FROM INVESTING ACTIVITIES

Payment towards capital expenditure (4,104,205) (2,274,249.0)

Sale of Fixed Assets - 128,889.0

Payment towards Research & Development & other deferred

expenses (15,909,454) (21,682,530)

Realisation of long-term loans and advances (1,819,086) 97,882

NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (21,832,745) (23,730,008.0)

C) CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds From Share Capital & Share Premium 50,040,000 10,800,000

Proceeds from Long Term Borrowings & Long Term Liabilities (3,968,611) (389,974)

Proceeds from short-term borrowings 56,782,181 (13,687,405)

Interest & Financial Charges (26,409,234) (23,395,116)

NET CASH USED IN FINANCING ACTIVITIES 76,444,336 (26,672,495.4)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 3,364,830 (11,582,677.3)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 2,000,126 13,582,803

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 5,364,955 2,000,126

- -

For & On Behalf of the Board of For Ashok Patil & Associates

R J Bio-Tech Limited Chartered Accountants

Firm Reg. No. 122045W

(Director) (Director)

(Company Secretary)

Place : Aurangabad

Date : 05.05.2014

M. No. 34423

R J BIO-TECH LIMITED

[Formerly known as R J Bio-Tech Private Limited]

Cash Flow Statement For the period ended 31st March, 2014

(Ashok P.Patil)

Partner

Raghavendra Joshi Meena Joshi sd/-sd/- sd/-

DIN:00307124 DIN:00307708

Mitesh Gadhiyasd/-

45

Page 49: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:1 Share Capital

Sr No. As on 31.03.2014 As on 31.03.2013

1 Capital

I) Authorised Capital - Equity Shares

1,00,00,000 (1,00,00,000) Equity Shares of Rs.10 Each 100,000,000.00 100,000,000.00

II) Issued, Subscribed & Paid Up Capital

94,67,600 (69,65,600) Equity Shares of Rs.10 each as 94,676,000.00 69,656,000.00

fully paid up

94,676,000.00 69,656,000.00

1.1 The details of Shareholders holding more than 5% shares

Sr No. As on 31.03.2014 As on 31.03.2013

1 Raghavendra Shripatrao Joshi 30,500,000.00 30,500,000.00

30,50,000 (30,50,000) shares - 32.22% (43.79%) held

2 Meena Raghvendra Joshi 9,200,000.00 9,200,000.00

920,000 (920,000) shares - 9.72% (13.21%%) held

3 Khadkeshwar Breeders Pvt. Ltd. 5,000,000.00 5,000,000.00

500,000 (500,000) shares - 5.28% (7.18%) held

4 Maruti Fertochem Ltd. 5,000,000.00 5,000,000.00

500,000 (500,000) shares - 5.28% (7.18%) held

5 Parmeshwar Vyankatrao Solunke - 4,000,000.00

424,000 (400,000) shares - 4.48% (5.74%) held

6 Others 44,976,000.00 15,956,000.00

94,676,000.00 69,656,000.00

1.2 Reconciliation of Outstanding Shares - -

As on 31.03.2014 As on 31.03.2013

No. of Share No. of Share

Authorised Share Capital 10,000,000.00 10,000,000.00

Less : Issued, Subscribed & Paid Up Share Capital 9,467,600.00 6,965,600.00

Fully Paid up

Shares Available for Allotment 532,400.00 3,034,400.00

R J BIO-TECH LIMITED

"Siddharth Arcade", Opp. Holiday Camp, Station Road, Aurangabad - 431 005

Notes on Financial Statements for the year ended 31st March, 2014

Sr No.

[Formerly known as R J Bio-Tech Private Limited]

(Out of Above 9,00,000 Equity shares were issued for

consideration other than cash in F.Y. 2008-09)

Particulars

Shareholders Name

Particulars

Total

Total

46

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Note:2 Reserves & Surplus

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

A) Securities Premium A/c

Balance as per Last Balance Sheet 39,044,000.00 33,644,000.00

Add: Amount credited during the year 25,020,000.00 5,400,000.00

64,064,000.00 39,044,000.00

B) Surplus in Statement of Profit & Loss

Balance as per Last Balance Sheet 36,063,327.41 15,652,454.57

Add: Profit for the year 28,721,286.27 13,034,572.84

Add: Deferred Tax Liability Reversed - 7,376,300.00

64,784,613.68 36,063,327.41

128,848,613.68 75,107,327.41

Note: 3 Long Term Borrowings

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

A) Secured Loans:-

From Banks

Vehicle Loans 2,212,494.10 1,404,474.69

Term Loans 12,499,000.00 12,503,000.00

14,711,494.10 13,907,474.69

B) Unsecured Loans :-

From Others 10,000,000.00 17,454,630.00

10,000,000.00 17,454,630.00

24,711,494.10 31,362,104.69

3.1

3.2 Balances of Unsecured Loans are subject to confirmation & reconciliation if any.

Note:4 Deferred Tax Liability

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Opening Balance (DTL) - 7,376,300.00

Add: Deffered Tax charge/ (credit) for the year - (7,376,300.00)

- -

4.1

Note:5 Other Long-term Liabilities

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Dealers Security Deposit 7,430,370.00 4,748,370.00

7,430,370.00 4,748,370.00

5.1 Balance of security deposits are subject to confirmations.

The Company has adopted the Accounting Standard (AS-22) “Accounting for Taxes on Income”

issued by the Institute of Chartered Accountants of India. As the company is claiming exemption

u/s 10 of The Income Tax Act, 1961 for earning profit from agricultural operations, there will be no

Income Tax Liability on the company consequently there will also be no Deferred Tax Liability.

Vehicle Loans taken from various Banks & Financial Institutions are secured by hypothecation of

vehicles purchased out of said loans.

Sub Total (A)

Total (A+B)

Sub Total (A)

Sub Total (B)

Total

Total

Sub Total (B)

Total

47

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Note:6 Short-term Borrowings

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

Secured Loans

1 Cash Credit - State Bank of India A/c No. 4088 210,019,394.81 153,276,270.09

2 Cash Credit - State Bank of India A/c No. 0896 39,056.00 -

210,058,450.81 153,276,270.09

6.1

a)

b)

c)

d)

e)

Note:7 Trade Payables

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Trade Payables 27,311,594.00 8,336,077.50

27,311,594.00 8,336,077.50

7.1 Balances of Trade Payables are subject to confirmations & reconciliations if any.

Note:8 Other Current Liabilities

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

I) Current Maturities of Long term debts

Vehicle Loans 991,925.82 1,046,634.03

Term Loans 11,950,146.00 12,282,807.00

12,942,071.82 13,329,441.03

II) Other Payables

Advances from Customers 68,062,659.97 43,476,148.99

Payables to Staff 1,878,435.00 -

69,941,094.97 43,476,148.99

82,883,166.79 56,805,590.02

8.1 Balance of Advance from Customers are subject to confirmations.

Installments of Loans Due in Next 12 Months are subject to Sanction Letter issued by the respective

Bank. The amount of these installments which are due in next 12 months may vary depending on

the change in rate of Interest or repayment schedule.

8.2

Total

Total

Sub Total (I)

Sub Total (II)

Total (I + II)

Primary Security - Equitable Mortgage of Land & Building in the name of the Company, situated at

Gut No.245-246, Village Pharola, Paithan Road, Taluka Paithan, Dist. Aurangabad.

Hypothecation of existing as well as future entire stocks of raw materials, finished goods, stock-in-

process, spares, packing material of the unit at their factory premises or at some other places

including goods in transit, outstanding moneys, book debts & receivables.

The working capital facility i.e. cash credit & Term Loan, from the State Bank of India, Kranti

Chowk, Aurangabad is Secured by :-

Personal Guarantee of Mr.Raghvendra S.Joshi & Mrs. Meena R. Joshi. Corporate Guarantee of

Khadkeshwar Oil Mill Pvt. Ltd.

Hypothecation of Stock, Semi-finished Goods & Finished Goods and Book Debts, etc. Pledge of

movable assets like Plant & Machineries, lab equipments, Polyhouse, Tools & Other assets situated

at Gut No. 245 & 246 at Village Pharola, Tq. Paithan, Dist. Aurangabad.

Collateral Security - Equitable Mortgage of Industrial Plot & Factory Building, Office Building, etc.

in the name of Khadkeshwar Oil Mill Pvt Ltd. At Plot No. J-1/8, MIDC, Chikalthana, Aurangabad.

48

Page 52: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:9 Short-term provisions

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

I) Provision for Employees Benefits

PF Employees Payable 101,797.00 85,921.00

PF Employers Payable 114,416.00 96,649.00

R.J.Group Employees Deogiri Bank Loan 10,400.00 -

Bouns Payable 772,112.00 740,914.00

R.J.Group Employees Credit Co-op. Society 56,618.00 56,393.00

Salary Payable 1,880,729.00 1,545,236.00

II) Provision for Govt. Dues

Payable TDS on Commission 49,210.00 24,107.00

Payable TDS on Contractors 104,172.00 22,677.00

Payable TDS on Interest 183.00 1,344.00

Payable TDS on Professional Fees 29,518.00 270,064.00

Payable TDS on Salary 70,000.00 226,400.00

Payable TDS on Rent 7,506.00 24,637.00

Payable Local Body Tax 403,975.00 596,550.00

Payable Employees Profession Tax 20,250.00 17,400.00

III) Others

Electricity charges Payable 2,949.00 3,550.00

Interest on Unsecured Loans Payable 1,650.00 1,650.00

Travelling Expenses Payable 257,835.00 1,661,642.00

Auditors Remuneration Payable 85,955.00 -

Power & Fuel Payable 55,860.00 42,040.00

Rent Payable 17,396.00 32,133.00

Telephone Charges Payable 16,112.00 39,700.00

Consultancy Charges payable 161,769.00 804,287.00

4,220,412.00 6,293,294.00

Note:10 Fixed Assets

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

I) Tangible Assets

Gross Block 45,900,649.91 41,796,444.91

Less: Depreciation 15,958,815.00 12,670,004.00

29,941,834.91 29,126,440.91

II) Intangible Assets

Gross Block 67,623.00 67,623.00

Less: Depreciation 62,854.00 59,674.00

4,769.00 7,949.00

III) Capital work -in-progress - -

29,946,603.91 29,134,389.91

Total

Total

49

Page 53: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

10.1 Details of Additions & deletions of Fixed assets are given in Annexure "A"

10.2 The Fixed assets of the Company have not been revalued during the year under review.

10.3 Depreciation on fixed assets is provided on Written Down Value Method.

Note:11 Long-term Loans & Advances

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Deposits 3,817,842.00 1,998,756.00

3,817,842.00 1,998,756.00

Note:12 Other non-current Assets

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

Miscellaneous Expenditure

A] Preliminary Expenses

Opening Balance 140,201.00 252,431.00

Less: Written off during the year 112,230.00 112,230.00

27,971.00 140,201.00

B] Research & Development Cost

Opening Balance 21,448,008.65 21,846,114.65

Add : Expenses incurred during the year 10,311,224.50 14,934,548.00

Less: Amount trf. To Statement of Profit & Loss 12,818,067.05 15,332,654.00

18,941,166.10 21,448,008.65

C) Defferment of Expenses -

i) Field Programme Expenses 1,902,758.00

ii) Sales Promotion Expenses 1,307,705.00

iii) Travelling Expenses 3,537,519.00

iv) IPO Expenses 4,478,583.00 -

4,478,583.00 6,747,982.00

23,447,720.10 28,336,191.65

12.1 Please refer Note No. 37 for amortisation of Reasearch & Development Expenses.

Year in Which Expenses are Incurred 2013-14

Amount of Expenditure 5,598,229.00

1/5 th To be Written Off 1,119,646.00

Last year in which expenses will be fully written off 2017-18

Sub Total (A)

Sub Total (B)

Sub Total (C)

Fixed Assets except freehold land are carried at cost of acquisition, Construction or at

manufacturing cost, as the case may be, less Accumulated Depreciation.

It is explained by the management that the Company has assessed recoverable value of assets,

which worked out to higher than corresponding than book value of net assets, hence no impairment

loss has been recognized.

10.4

10.5

IPO Expenses have been incurred in F.Y 2013-14. As the expenditure incurred is going to benefit in

more than one year, the same has been amortised in 5 years i.e only 20% of the expenses has been

claimed in current F.Y .

12.2

Total

Total (A to C)

50

Page 54: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:13 Inventories

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Raw Material 139,010,447.00 101,179,526.00

2 Finished Goods 146,237,685.00 102,154,849.00

285,248,132.00 203,334,375.00

13.1 Closing Stock is taken as valued and certified by the Management.

13.2 Closing stock has been valued at cost or market price whichever is lower.

Note:14 Trade Receivables

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Outstanding exceeding Six months 9,479,266.59 8,533,932.27

2 Others

a) Secured, considered good - -

b) Unsecured, considered good 104,221,488.46 78,361,391.20

c) Doubtful - -

113,700,755.05 86,895,323.47

14.1 Balance of Trade Receivables are subject to confirmations.

Note:15 Cash & Cash Equivalents

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

1 Balances with Banks

a) Current A/c - ICICI Bank 452,161.68 501,292.71

c) Current A/c - SBH, A'bad No. 93129 208,467.34 177,492.34

d) Current A/c - SBH, Himayatnagar No. 70278 9,929.00 10,012.00

e) Current A/c - SBI Agri. Br. A'bad No. 94099 1,226,755.00 184,544.49

f) Current A/c - SBI, Ankapur No. 53829 8,769.00 9,319.00

g) Current A/c - SBI, A'bad No. 63837 79,056.39 10,149.90

2 Cash on Hand 3,379,817.00 1,107,315.30

5,364,955.41 2,000,125.74

Note:16 Short-term Loans & Advances

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

I) Loans and Advances

Staff Advances 1,230,127.30 1,006,581.30

Advances to Suppliers 111,805,433.61 43,268,840.67

113,035,560.91 44,275,421.97

16.1 Balances of Advances Paid to Suppliers are subject to confirmations and reconciliation ,if any.

Total

Total

Total

Total

Advance paid to suppliers is in normal course of business which will be cleared in the normal

operating cycle of the Company.

16.2

51

Page 55: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:17 Other Current Assets

Sr No. Particulars As on 31.03.2014 As on 31.03.2013

A) Balances with Govt. Authorities

Income Tax Refund receivable F.Y. 2012-2013 1,000,000.00 1,000,000.00

MAT Credit Entitlement 3,849,077.00 3,849,077.00

VAT Refund Receivable 389,445.00 852,793.97

5,238,522.00 5,701,870.97

B) Prepaid Expenses & Others

Prepaid Worksmen compensation 56,429.00 -

Prepaid Insurance 251,914.00 697,923.00

Prepaid Expenses - 12,093.00

Prepaid IPO Expenses - 2,935,848.00

Cholamandalam receivable - TDS Deduction Receivable 7,337.00 7,337.00

Mahalaxmi Seed Processing Plant Deposit Receivable 24,330.00 155,624.00

Shri Mahalaxmi Godown Deposit Receivable - 99,754.00

340,010.00 3,908,579.00

5,578,532.00 9,610,449.97

17.1

Note:18 Revenue from Operations

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

1 Sales of Seeds 286,811,084.51 198,519,438.50

286,811,084.51 198,519,438.50

Note:19 Cost of Materials Consumed

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

I) Opening Stock 101,179,526.00 120,296,960.00

Add: Purchases 169,714,723.08 71,116,777.50

Less: Closing Stock 139,010,447.00 101,179,526.00

131,883,802.08 90,234,211.50

Note:20 Changes in inventories of Finished goods, work-in-progress and Stock-in-Trade.

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

I) Opening Stock 102,154,849.00 78,091,000.00

Less: Closing Stock 146,237,685.00 102,154,849.00

(44,082,836.00) (24,063,849.00)

As these items are not fit into any other assets categories, these are grouped under other current

assets.

Total

Total (A+B)

Total

Total

Sub Total (B)

Sub Total (A)

52

Page 56: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:21 Employee Benefit Expenses

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

1 Salary & Wages 20,459,700.00 17,741,450.00

2 Provident Fund [Employers Contribution] 1,263,845.00 1,276,037.00

3 Group Insurance 44,631.00 27,917.00

4 Staff Welfare 140,856.00 41,538.00

5 Staff Bonus 772,112.00 740,914.00

6 Mediclaim Insurance 211,255.00 97,630.00

7 Labour Welfare Fund 5,616.00 7,704.00

8 Group Gratuity Premium 1,149,566.00 263,206.00

24,047,581.00 20,196,396.00

Note:22 Finance Cost

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

1 Bank Commission & Charges 1,190,107.85 809,551.45

3 Interest on Vehicle Loans 324,582.20 344,312.66

4 Interest on Term Loans 3,349,271.00 1,380,432.00

5 Interest on Unsecured Loans 21,997.00 41,546.00

6 Interest on Cash Credit 21,513,446.00 20,774,860.00

7 Interest on TDS 9,830.00 3,183.00

8 Loss on Foreign Exchange Transaction - 41,231.00

26,409,234.05 23,395,116.11

Note:23 Depreciation & Amortization Expenses

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

1 Depreciation 3,291,991.00 3,508,451.00

2 Preliminary Expenses Written off 112,230.00 112,230.00

3 IPO Expenses 1,119,646.00 -

4,523,867.00 3,620,681.00

23.1

Note:24 Other Expenses

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

A) Direct Expenses

1 Power & Fuel Charges 281,750.00 474,886.00

2 Processing & Designing Charges 418,118.00 1,758,364.00

3 Consumables 2,828,644.00 1,270,566.00

4 Commission on Purchases - 39,448.00

Total

Depreciation on fixed assets is provided on written down value method on Pro-Rata basis.

Total

Total

53

Page 57: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

5 Repairs & Maintenance - Machinery 272,023.00 158,904.00

6 Security Charges - 61,181.00

7 Research & Development Expenses 12,818,067.00 15,332,654.00

16,618,602.00 19,096,003.00

B) Office & Administrative Expenses

8 Local Conveyance 261,350.00 248,212.40

9 Profession Tax 2,500.00 2,500.00

10 Electricity Charges 87,332.00 144,150.00

11 Insurance Charges 1,260,475.00 559,617.00

12 Keyman Insurance - 85,878.00

13 Postage & Telegram 142,889.00 131,788.00

14 Printing & Stationery 378,968.00 281,132.00

15 Membership & Subscriptions 36,000.00 36,704.00

16 Legal & Professional Fees 1,168,275.72 315,165.00

17 Telephone charges 346,921.00 476,175.00

18 Repairs & Maintenance - Vehicles 291,617.00 278,044.00

19 Repairs & Maintenance - Others General 50,099.00 135,815.00

20 Repairs & Maintenance - Computers 213,438.00 80,848.00

21 Office Rent 705,025.00 806,380.00

22 Registration Expenses - 39,700.00

23 Office & Misc. Expenses 619,202.15 601,246.92

24 Auditors Remuneration

Audit Fees 104,270.00 112,360.00

VAT Audit Fees 56,180.00 44,944.00

Legal & Professional Fees 39,326.00 33,708.00

5,763,867.87 4,414,367.32

C) Selling & Distribution Expenses

25 Advertisement & Publicity 1,075,488.00 1,118,112.00

26 Carriage Outward 8,551,651.50 7,108,035.50

27 Discount Allowed 55,422,029.40 14,584,131.29

28 Travelling Expenses 10,085,983.00 10,216,531.48

29 Godown Rent & Charges 678,932.00 1,668,977.00

30 Booking Incentives 7,832,155.50 6,819,011.00

31 Sales Commission & Brokerage 247,376.00 201,619.00

32 Sales Promotion expenses 3,206,596.00 2,943,709.00

33 Field Programme Expenses 5,217,503.75 3,009,649.00

34 Bad debts 169,456.09 -

35 Value Added Tax 33,969.00 40,365.46

36 Local Body Tax 403,975.00 859,290.00

37 Wealth tax 565.00

92,925,680.24 48,569,430.73

115,308,150.11 72,079,801.05

Total (A)

Total (B)

Total (C )

Total (A+B+C)

54

Page 58: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

Note:25 Exceptional Items

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

1 Loss on Sale of Motor Car - 17,219.00

- 17,219.00

Note:26 Earning per Share

Sr No. Particulars For the year ended

31.03.2014

For the year

ended 31.03.2013

Net Profit Attributable to Share holders 28,721,286.27 13,034,572.84

Weighted Average No. of Shares 8,247,447.00 6,706,312.00

Earning per Share 3.48 1.94

27

28

29

30

31

32 Prior Period Items :-

Income : Nil

Expenses : Nil

33 Exemption for Agricultural Income :

It is explained by the management that the company has assessed recoverable value of assets,

which worked out to higher than corresponding book value of net assets. Hence no impairment loss

has been recognized.

Balances of Sundry Debtors, Sundry Creditors, Secured Loans, Unsecured Loans, Advances and

Deposits are subject to confirmations.

Micro, Small & Medium Enterprises Development Act, 2006 :

Total

Figures of previous year are regrouped and rearranged wherever necessary.

Under the Micro, Small & Medium Enterprises Development Act, 2006 which came into force from

2nd October, 2006, certain disclosures are required to be made relating to Micro, Small & Medium

Enterprises. The Company is in the process of compiling relevant information from its suppliers

about their coverage under the said Act. Since the relevant information is not readily available, no

disclosure have been made in the accounts.

The Income generated from cultivation and marketing of seeds and vegetables, which is in the

nature of agricultural activity, is fully exempt from Income Tax u/s 10(1) of the Income Tax Act,

1961. Hence no provision has been made either for income tax or deferred tax.

Sales has been accounted for net of Sales return . For the period 01.04.2013-30.09.2013, the

Discount on Sales has been debited under Selling and Distribution expense whereas for the period

01.10.2013-31.03.2014 discount has been reduced from the value of Sales.

55

Page 59: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

34 Related Party Transactions

34.1 Name of Related Parties :

Key Management Personnel :

Mr. Raghvendra Shripatro Joshi (Director)

Mrs. Meena R. Joshi (Director)

Mr. Shashikant Vinayakrao Shastri (Director)

Other Related Parties

Maruti Agro Services

Maruti Fertochem Limited

Maruti Tyres [Prop. Mrs. Meena R. Joshi]

Mr. Deepak Keshavrao Jantikar (Ex-Director)

Mr. Chandra Prakash Tripathi (Director)

Mr. Balaji Prithviraj Singh (Director)

Mr. Anil Vasant Dharmadhikari (Director)

34.2 Related Party Transactions :

Particulars Key Management

Personnel

Other Related

Parties

Repairs & Maintenance - Expenses - 58,125.00

Loans Taken 316,130.00 37,100,000.00

Loans Repaid 316,130.00 43,154,630.00

Loans Outstanding as at 31.03.2014

Name of Party Nature Outstanding as at

31.03.2014

Mrs. Meena R. Joshi Key management 9,800,000.00

35 Particulars of the Company :

a) Registration No. - CIN

b) Date of Incorporation

c) Balance Sheet as on

d) Nature of Business

e) Name of Bank and A/c No.

f) PAN

36 Balance Sheet Abstract & Companies General Business Profile

I. Capital Raised during the year: (Rs. In Lacs)

Public Issue Nil Right Isssue Nil

Preferential Issue 250.20 Bonus Issue Nil

Share Premium 250.20

State Bank of India, Krnati Chowk, Aurangabad

C/ C A/C No. - 32133824088

AADCR1924L

U-24234-MH-2005PLC 158420

28.12.2005

31st March 2014

Production of Hybrid Seeds

As per Accounting Standard 18 "Related Party Disclosures" , issued by the Institute of Chartered

Accountants of India, the disclosures of transactions with the related parties as defined in the

Accounting Standard are given below

56

Page 60: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

II. Position of Mobilization and Development of Funds: (Rs in Lacs )

Total Liabilities 4,786.67 Total Asset 4,786.67

Sources Of Fund Application Of Fund

Paid Up Capital 946.76 Net Fixed Asset 299.47

Reserve and Surplus 1,288.49 Net Current Asset 4214.55

Deferred tax Liability - Investment -

Secured Loan 2,377.12 Long Term Assets 272.66

Long Term Liabilities 174.30

III. Performance of the Company: (Rs. In Lacs)

Turnover: 2,868.11

Profit before Tax: 287.21

Profit After Tax: 287.21

Total Expenditure: 1,702.89

Earning Per Share: 3.48

Dividend Rate (%): -

IV.

a) Item Code No. (ITC Code)-

Product Description Item Code

Production of Hybrid Seeds. 0101

37

Particulars 2013-14 2012-13

i) CIF value of Imports 2,287,671.00 3,370,619.00

ii) Earnings in foreign currency Nil Nil

iii) Expenditure in foreign currency

Travel Expenses

Nil Nil

Details of Value of Imports, Earnings in foreign currency, and Expenditure in foreign currency:

Generic Names of Three Principal Products/ Services of Company ( As per Monetary Terms)

57

Page 61: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

38 Research & Development Expenses : -

2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-2017

11,064,600.00 2,766,150 2,766,150 2,766,150 2,766,150 - -

14,961,898.65 - 3,740,475 3,740,475 3,740,475 3,740,475

14,934,548.00 3,733,637 3,733,637 3,733,637 3,733,637

10,311,224.50 2,577,805 2,577,805 2,577,805 2,577,805

Total 51,272,271.15 2,766,150 6,506,625 10,240,262 12,818,067 10,051,917 6,311,442 2,577,805

39 Calculation Of Weighted Average No. Of Share :-

No. of Days

365.00

187.00

As the company is engaged in the business of producing & marketing of seeds , it has incurred heavy expenditure on

research & development, even though revenue expenditure incurred on R & D in one year, its benefit may be derived

by the company not only in the year in which it is incurred but over some further period. Therefore company has

adopted the policy to claim total revenue expenditure incurred on R & D as deduction while computing taxable income

in the year in which this expense is incurred . But in books of accounts, it is deferred for a total period of four years &

acordingly it is disclosed in the Balance sheet & Statement of Profit & Loss. The expenditure which is deferred as

above is added back in the relevent years, while computing taxable income, as it is claimed 100 % in the year in which

it is incurred . Details of revenue R & D exp. incurred , deferred & debited to statement of profit and loss are as under -

Deferred (Financial Years)F. Y. In

which it is

incurred

Amount

2010-2011

2011-2012

2012-2013

2013-2014

Weighted Average No. of Shares

6,965,600

Issued During the year 2013-14

9,467,600

2,502,000 1,281,847

Total No. of Share Outstanding during the year

Date Of Issue 25.09.2013

Opening No. of Shares

Particulars

8,247,447

6,965,600

58

Page 62: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

B. SIGNIFICANT ACCOUNTING POLICIES

1 Method of Accounting

2 Basis for preparation of Financial Statements

3 Inventories

4 Revenue Recognition

5 Current Assets, Loans & Advances

6 Accounting for Taxes on Income

a

b

7 Contingencies and events occurred after the Balance sheet date

8 Borrowing Costs

The accounts of the Company are prepared in accordance with the accounting principles generally

accepted in India. The company has maintained its accounts on mercantile system of accounting.

The financial statements have been prepared under the historical cost conventions and in

accordance with generally accepted accounting principles. Accounting policies not specifically

referred to otherwise are consistent and in accordance with generally accepted accounting

principles.

The Income generated from cultivation and marketing of seeds and vegetables, which is in the

nature of agricultural activity, is fully exempt from Income Tax u/s 10(1) of the Income Tax Act,

1961. Hence no provision has been made either for income tax or deferred tax.

Payment of MAT results in tax credit according to the Income Tax Act,1961; can be carried forward

for subsequent ten years & adjusted against future tax liabilities. On the basis of estimates made by

the company, the management is of the view that it would have sufficient tax liabilities to offset

the MAT Credit during the prescribed carry forward period.

b] There are no such events occured after the Balance sheet date which will have bearing on

profitability and / or State of Affairs of the company.

The inventory consists of stock of Seeds. The company has valued the Inventory at cost or market

price, whichever is lower and on the basis of physical verification of stock by the management at

the end of the year. There is no change in the method of valuation of stock as compared to previous

year.

Sales are accounted for on the basis of dispatches to customers and Other Income is recorded on

accrual basis.

In the opinion of the management, the value of all current assets, loans & advances and other

realizables are not less than their realizable value in the ordinary course of business.

a] No such liabilities were noticed which are contingent in nature.

Borrowing costs that are directly attributable to acquisition of assets has been capitalized and other

borrowing costs has been treated as an expense during the period in which they have incurred.

59

Page 63: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

9 Research and Development Expenditure

10 Deferrement of Expenditure

11 Earnings Per Share

12 Segment Reporting

13 Retirement Benefits

14 Cash Flow Statement

The company was following the policy of deferring revenue expenses related to travelling,

Marketing & sales promotion expenses incurred for a total period of 2 years. Out of total revenue

expenses related to travelling, Marketing & sales promotion expenses Incurred in a particular year,

1/2 was debited to statement of profit and loss in that year & balance 1/2 was carried as defered

revenue expenditure & transferred to statement of profit and loss, equally over a period of

subsequent year. In current year the company has changed the policy & now it is debiting 100%

expenses incurred as mentioned above to Statement of Profit & Loss. Due to change in accounting

policy the profit before tax of current half year ended 31.03.2014 has been decreased by

Rs.75,68,046.38/-. If the company has followed accounting policy as of last year i.e deferring

expenses incurred over two years the profit before tax for the Year Ended 31.03.2014 would have

been Rs.5,02,89,332.65/-.

The company is following the policy of deferring revenue R & D expenses incurred for a total period

of 4 year . Out of total revenue R & D expense incurred in a particular year, 1/4 is debited to

statement of profit and loss in that year & balance 3/4 is carried as defered revenue expenditure &

transfer to statement of profit and loss, equally over a period of subsequent 3 years

Basic Earning Per Share is calculated by dividing the Net Profit for the period attributable to the

Equity Shareholders by the weighted average number of Equity Shares outstanding during the year.

The company produces and deals primarily in Seeds and as such there is a single business segment.

Further, the company is engaged in providing and selling its products in single economic

environment in India i.e. there is a single geographical segment. Hence, no further disclosures are

made.

Retirement Benefits in the form of provident fund contributions and Family Pension Fund are

charged to the Profit & Loss Account of the period when the contributions to the fund are due.

There are no obligations other than the contribution payable to the fund.The company has

participated in Group Gratuity Cum Life Assurance Scheme of Life Insurance Corporation of India for

gratuity payable to the employees and contribution thereto is charged to the Statement of Profit &

Loss.

Cash Flows are reported using the Indirect method, whereby Profit Before Tax is adjusted for the

effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating

cash receipts or payments and items of Income or expense associated with investing or financing

Cash flows.

60

Page 64: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

15 Impairment of Assets

16 Foreign Currency Transactions:

17 Operating Leases:

18 Prior Period Items

Prior Period Items are included in the respective heads of accounts and material items are disclosed

by way of notes to the accounts.

(Ashok P.Patil)(Director) (Director)

Firm Reg. No. 122045W

For & On Behalf of the Board of

Assets acquired on lease where a significant portion of the risks and rewards of the ownership are

retained by the lessor are classified as operating lease. Lease rentals are charged off to the

Statement of Profit & Loss Account as incurred.

The carrying amount of asset is reviewed periodically for any indication of impairment based on

internal/ external factors. An impairment loss is recognised wherever the carrying amount of an

asset exceeds its recoverable amount. The recoverable amount is greater of the asset's net selling

price & value in use. In Assessing value in use, the estimated future cash flow are discounted to

their present value at the weighted average cost of capital. Post impairment, depreciation is

provided on the revised carrying value of the asset over its remaining useful life.

Foreign currency transactions are dealt with in accordance with the Accounting Standard 11 “The

Effects of Changes in Foreign Exchange Rates”, notified by the Companies (Accounting Standards)

Rules, 2006.

Date : 05.05.2014

For Ashok Patil & Associates

Chartered Accountants

Place : Aurangabad

R J Bio-Tech Limited

(Company Secretary)

Partner

M. No. 34423

Raghavendra Joshi Meena Joshi sd/-

DIN:00307124 DIN:00307708

Mitesh Gadhiyasd/-

sd/- sd/-

61

Page 65: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

A) Tangible Assets

As On Additions Deletions As On Upto For the period Deletions Total As on As on

31.03.2013 31.03.2014 31.03.2013 2013-2014 31.03.2014 31.03.2014 31.03.2013

1 Land at Pharola 9,300,650.00 - - 9,300,650.00 - - - - - 9,300,650.00 9,300,650.00

2 Land Development &

Internal Roads

4,093,759.00 - - 4,093,759.00 - - - - - 4,093,759.00 4,093,759.00

3 Polyhouse 2,923,511.79 - - 2,923,511.79 10.00 936,523.00 198,699.00 - 1,135,222.00 1,788,289.79 1,986,988.79

4 Cold Storage 1,348,925.00 - - 1,348,925.00 10.00 213,055.00 113,587.00 - 326,642.00 1,022,283.00 1,135,870.00

5 Electrical Fittings 131,376.00 - - 131,376.00 10.00 32,977.00 9,840.00 - 42,817.00 88,559.00 98,399.00

6 Plant & Machineries 5,202,839.24 - - 5,202,839.24 13.91 1,375,611.00 532,367.00 - 1,907,978.00 3,294,861.24 3,827,228.24

7 Laboratory Equipments 857,722.85 28,308.00 - 886,030.85 13.91 295,363.00 81,508.00 - 376,871.00 509,159.85 562,359.85

8 Tools & Equipments 1,914,720.00 1,189,268.00 - 3,103,988.00 13.91 803,710.00 227,197.00 - 1,030,907.00 2,073,081.00 1,111,010.00

9 Office Equipments 360,273.00 71,319.00 - 431,592.00 13.91 114,838.00 40,201.00 - 155,039.00 276,553.00 245,435.00

10 Air Conditioner 109,896.00 - 109,896.00 13.91 19,654.00 12,553.00 - 32,207.00 77,689.00 90,242.00

11 Furniture & Fittings 3,000,595.00 222,198.00 - 3,222,793.00 18.10 1,444,763.00 296,330.00 - 1,741,093.00 1,481,700.00 1,555,832.00

12 Vehicles - Car 7,904,267.00 2,302,267.00 - 10,206,534.00 25.89 3,656,962.00 1,358,588.00 - 5,015,550.00 5,190,984.00 4,247,305.00

13 Computers & Softwares 4,647,910.03 290,845.00 - 4,938,755.03 40.00 3,776,548.00 417,941.00 - 4,194,489.00 744,266.03 871,362.03

TOTAL (A) 41,796,444.91 4,104,205.00 - 45,900,649.91 12,670,004.00 3,288,811.00 - 15,958,815.00 29,941,834.91 29,126,440.91

1 Website 67,623.00 - - 67,623.00 40.00 59,674.00 3,180.00 - 62,854.00 4,769.00 7,949.00

TOTAL (B) 67,623.00 - - 67,623.00 59,674.00 3,180.00 - 62,854.00 4,769.00 7,949.00

TOTAL (A+B) 41,864,067.91 4,104,205.00 - 45,968,272.91 12,729,678.00 3,291,991.00 - 16,021,669.00 29,946,603.91 29,134,389.91

Previous Year 38,642,944.91 3,600,249.00 379,126.00 41,864,067.91 9,454,245.00 3,508,451.00 233,018.00 12,729,678.00 29,134,389.91 29,188,699.91

1 Plant & Machinery - - - - - - - - - - -

TOTAL - - - - - - - - - -

C) Capital Work in Progress :

R J BIO-TECH LIMITED

"Siddharth Arcade", Opp. Holiday Camp, Station Road, Aurangabad - 431 005

SCHEDULE 10 OF FIXED ASSETS & DEPRECIATION STATEMENT AS ON 31.03.2014

(As per Companies Act,1956)

Depreciation Net Block

Sr.

No.Description of Assets

Gross Block Rate of

Dep.

(%)

[FORMERLY KNOWN AS R J BIO-TECH PRIVATE LIMITED]

B) Intangible Asset :

62

Page 66: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense

R J BIO-TECH LIMITED

Registered Office: Siddharth Arcade, Opp. Holiday Camp, Station Road, Aurangabad-431005.

Attendance Slip

Members Attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at

the entrance of the meeting hall.

I hereby record my presence at the 9th

Annual General Meeting of the Company at Siddharth Arcade,

Opp. Holiday Camp, Station Road, Aurangabad-431005 at 11.00 a.m. on Monday, 29th

September 2014.

-------------------------------------------------- ----------------------------------------

Full name of the Member (in block letters) Signature

Folio No.

-------------------------------------------------- ----------------------------------------

Full name of the Proxy (in block letters) Signature

Notes:

1. Member/Proxy holder wishing to attend the meeting must bring the Attendance Slip at the meeting.

2. Member/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the

meeting.

R J BIO-TECH LIMITED

Registered Office: Siddharth Arcade, Opp. Holiday Camp, Station Road, Aurangabad-431005.

Proxy

I/We………………………………………………………………. Of ……………………………………. ……….in the

district of ………………………… being a Member/Members of the above named Company, hereby appoint ………

……………………………………of ………………………………. in the district of ………………………………...

or failing him …………………………….. Of …….. ……………… in the district of ……………………… as my/our

Proxy to attend and vote for me/us and on my/our behalf at the 9th

Annual General Meeting of the Company, to be held

on Monday, 29th

September, 2014 or at any adjournment thereof.

Signed this ……………… day of ……………………. 2014.

Folio No ……………….. ……………………

No. of Shares …………….. Signature

Notes: The Proxy form must be returned as so to reach the Registered Office of the Company, Siddharth Arcade, Opp.

Holiday Camp, Station Road, Aurangabad-431005, not less than FORTY EIGHT HOURS before the time for holding

the aforesaid meeting.

Affix

Revenue

stamp

63

Page 67: Annual Report | 2013-14 · 2014-09-04 · 9th Annual Report | 2013-14 Chairman’s Statement R J BIO-TECH LIMITED | Quality fetches, High Value Dear Shareowners, It gives me immense