Directors Report of Best Agrolife Ltd.

Mar 31, 2023

The Directors'' take pleasure in presenting the Thirty-Second Annual Report on the business and operations of Best Agrolife Limited ("the Company") along with the Audited Financial Statements for the year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Highlights

Amount (Rs. in Lakhs)
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	1,49,996.20	1,13,427.44	1,74,567.79	1,21,079.54
Other income (Net)	1,008.71	535.37	260.02	177.58
Total Income	1,51,004.91	1,13,962.81	1,74,827.81	1,21,257.12
Profit before financial expenses, depreciation	9,613.18	13,045.78	31,625.71	16,758.99
Less: Financial expenses	2,396.25	1,055.06	3,885.88	1,509.31
Depreciation/Amortization	515.82	384.34	2,450.16	1,183.69
Profit before tax	6,701.11	11,606.38	25,289.67	14,065.99
Tax expenses	1,993.00	2,899.36	6,075.04	3,589.80
Profit after tax for the year	4,708.11	8,707.02	19,214.63	10,476.19
Other Comprehensive income	484.00	(162.57)	998.40	(168.27)
Total Comprehensive income for the year	5,192.10	8,544.46	20,213.04	10,307.92

Standalone & Consolidated Performance

During the financial year, the Company on a standalone basis has reported a total revenue of ? 1499.96 crores against ? 1134.27 crores in the previous financial year. The profit (after tax) stood at ? 47.08 crores against ? 87.07 crores in the previous financial year.

During the financial year, the Company on a consolidated basis has reported a total revenue of ? 1745.67 crores against ? 1210.79 crores in the previous financial year. The profit (after tax) stood at ? 192.14 crores against ? 104.76 crores in the previous financial year.

State of Company’s Affairs and Operations

Your Company has grown and evolved as one of the fastest growing agrochemicals industry in India. With globally benchmarked manufacturing capabilities, a robust distribution network, and a customer-centric approach, the Company remains dedicated to empowering the farmer''s community. The Company strives to enhance crop health and maximise farm output while prioritising environmental sustainability and social responsibility. The Company has significantly increased its brand recall.

In, line with the growth plans, your Company have allocated ? 200 crores for capacity enhancement and backward integration, which is scheduled for completion in the upcoming years. This significant CAPEX investment underscores the commitment to expand our capabilities and ensure future success.

Dividend

The Directors'' are pleased to recommend a dividend of ? 3 per share (i.e. 30%) on the Equity Shares of the Company of ? 10/- each for the year ended March 31, 2023 (previous year ? 2 per share i.e. 20%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (''AGM'') to be held on September 27, 2023, the total outflow towards dividend on Equity Shares for the year would be ? 7.09 crores (Previous year ? 4.73 crores).

The record date for the purposes of the final dividend will be September 20, 2023 and will be paid on or after September 27, 2023.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors'' of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members.

The said Policy is available on the website of the Company under the ''Investors'' section at https://www.bestagrolife. com/investorss/DIVIDEND-DISTRIBUTION-POLICY.pdf

Share Capital

The paid-up share capital of the Company as on March 31, 2023 was ? 23,64,47,400/- (Twenty-Three crores Sixty-Four lakhs Forty-Seven Thousand Four Hundred Only) divided into 2,36,44,740 (Two crores Thirty-Six lakhs Forty-Four

Thousand Seven Hundred Forty) Equity Shares of ? 10/-each. During the year under review, the Company has not issued any shares.

Change in Nature of Business

There has been no change in the nature of business of the Company as on the date of this Report.

Transfer to General Reserve

As permitted under the provisions of the Companies Act, 2013, the Board do not propose to transfer any amount to general reserve on declaration of Dividend and has decided to retain the entire amount of profit for Financial Year 2022-23 in the profit and loss account.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not made any investment. The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

Public Deposits

No deposits have been accepted from the public during the year under review and no amount on account of principal or interest on deposits from the public was outstanding as on March 31,2023.

Particulars of Contracts or Arrangements Made with Related Parties

The Company has formulated a Policy on Related Party Transactions in accordance with the Companies Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions (''RPTs''). The "Policy on materiality of and on dealing with related party transactions" as approved by the Board may be accessed on the Company''s website at the link https://www.bestagrolife.com/investorss/Policy-On-Materiality-And-Dealing-With-Related-Party-Transactions. pdf

All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review specifying the nature, value and terms and conditions of the transactions. All the RPTs under Ind AS-24 have been disclosed in note no. 39 to the Standalone Financial Statements forming part of this Annual Report.

The RPTs entered into during the year under review were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read

with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 attached as an Annexure-2 is applicable to the Company for the Financial Year 2022-23 and hence forms part of this report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs on a consolidated basis, as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and ensuring adherence to the Corporate Governance requirements, as set out by the Securities and Exchange Board of India (SEBI). As required by Regulation 34 of the SEBI Listing Regulations, a detailed Corporate Governance Report is annexed to this Report. The Company is in full compliance with the requirements and disclosures that must be made in this regard. A Certificate from a Company Secretary in wholetime practice, confirming compliance of the Corporate Governance requirements by the Company, is annexed with the Corporate Governance Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report. The Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended March 31, 2023 as required under the provisions of the SEBI (LODR), 2015.

Material Changes and Commitments Affecting Financial Position Between the end of the Financial Year and Date of the Report

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements. The audited Consolidated Financial Statements along with Auditors'' Report thereon forms part of this Annual Report.

Subsidiaries/Joint Venture Companies

The Company has two (2) subsidiaries as on March 31,2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013

("Act"). There has been no material change in the nature of the business of the subsidiaries.

During the year, the Board of Directors'' reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Board''s report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at https://www.bestagrolife.com/investors

The Company will provide the financial statements of subsidiaries upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Code of Conduct

The Company has in place a Code of Conduct ("Code") which is applicable to the members of the Board and the Senior Management of the Company. The Code lays down the standard of conduct expected to be followed by the Directors'' and Senior Management in their business dealings and on matters relating to integrity in the workplace, dealings with stakeholders and in business practices. This Code is intended to provide guidance to the Board of Directors'' and Senior Management of the Company to manage the affairs of the Company in an ethical manner and is formulated in accordance with the requirements of the Act and SEBI Listing Regulations. All the Board Members and the Senior Management employees (as defined in the Code of Conduct) have confirmed compliance with the Code.

Human Resources Management

Best Agrolife considers human resource to be one of the most valued stakeholders for the Company and accordingly development of people and providing a best-in-class work environment is a key priority for the organization to drive

business objectives and goals. Our people practices have enabled us to create an environment of collaboration and connect, which has aided us to achieve industrial harmony. Improving employee productivity is of utmost importance to the organisation. Efforts have been taken on hiring and creating infrastructure for diverse workforce.

Best Agrolife is very proud that it has impeccable record in the safety of its human capital, women empowerment and nurturing pool of young talent and considers its human resources as key to its success story till date.

The Company is also very proud of its grievance redressal system which ensures that we are fair, prompt in response and eliminate any possibility of harassment or unacceptable practices.

As on March 31, 2023, the Company had a total count of permanent 428 employees.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as an Annexure-6 which forms part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during the working hours up to the date of Annual General meeting. Any Member interested in obtaining the same may write to the Company Secretary at [email protected] None of the employees listed in the said Annexure is related to any Director/KMP of the Company.

Internal Financial ControL

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

Credit Ratings

As on March 31, 2023 the Company had a rating of CARE A-; Stable/CARE A2 assigned by Care Edge Ratings for bank loan facilities aggregating to ? 235 crores:

Facilities/Instruments	Rating Assigned	Size of the issue
Fund-based - LT/ST Working Capital Demand loan	CARE A-; Stable/CARE A2	30.00 crores
Fund-based/Non-fund based- LT/ST	CARE A-; Stable/CARE A2	205.00 crores

Board Meetings

During the year, 6 (Six) Board Meetings were convened and all meetings were held through audio/video conferencing except two meeting held on May 23, 2022 and October 21, 2022. The details of meetings are provided in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI, LODR as amended from time to time.

Board Evaluation

The Board of Directors'' has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors'' and Individual Directors'' pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors'' on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors'' on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also, in a separate meeting of Independent Directors'', performance of Non-Independent Directors'', Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors'' and Non-Executive Directors''. Performance evaluation of Independent Directors'' was done by the entire Board, excluding the Independent Director being evaluated.

Policy on Directors’ Appointment and Remuneration

The salient features of Company''s policy on appointment and remuneration of Directors'', key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors'' and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report.

Audit Committee

As on March 31, 2023, the Audit Committee comprised of Two Non-Executive Independent Directors'', namely Mr. Braj Kishore Prasad & Mrs. Chetna, and one Non-Executive Non-Independent Director, namely Mr. Shuvendu Kumar Satpathy.

Mrs. Chetna is the Chairman of the Committee.

All members of the Audit Committee possess good knowledge of accounting and financial management. The Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to

attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Auditors

The Shareholders of the Company at the 29^th Annual General Meeting of the Company held on September 28, 2020, had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Registration No. 001076N/N500013) Address: L 41, Connaught Circus, New Delhi-110001), as Statutory Auditors of the Company to hold office until the conclusion of the 34^th Annual General Meeting to conduct the audit of the Accounts of the Company, at such remuneration as may be mutually agreed upon between the Board of Directors'' of the Company and the Auditors.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company. The notes of the financial statements referred to in the Auditors'' Report issued by M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi for the financial year ended on March 31,2023 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Risk Management

Pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR"), the Company has constituted a Risk Management Committee (RMC), to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on continuous basis and monitored regularly with reference to statutory regulations and guidelines. The Company''s business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board of the Company has approved the Risk Management Policy of the Company and authorized the Risk Management Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in Annexure-3 to the Board''s Report.

Unpaid/Unclaimed Dividend/Shares

Section 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), mandates the Company to transfer the dividend which remains unclaimed and unpaid for a period of seven years to the Investor Education and Protection Fund (IEPF).

Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF. The details of unpaid dividends are uploaded on the website of the Company at www.bestagrolife.com.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act, the Company has constituted Corporate Social Responsibility (CSR) Committee to undertake CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act and excluding activities undertaken in pursuance of its normal course of business.

The Board on the recommendation of CSR Committee adopted a CSR Policy and the same is available on the Company''s website at https://www.bestagrolife.com/ investorss/Corporate-Social-Responsibility-Policy-.pdf. The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

The Company has spent the entire 2% of the net profits earmarked for CSR projects during the Financial Year 2022-23. A Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 is annexed as Annexure-4. The detail of the CSR Committee and its composition is provided in the Corporate Governance Report which forms part of this annual report.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company''s website at www.bestagrolife.com.

Whistle Blower Policy (Vigil Mechanism)

The Company has adopted a whistle blower policy wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour,

actual or suspected fraud or violation of the Company''s Code of Conduct and Insider Trading Code. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event an employee becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concern. Further, the said policy has been disseminated within the organisation and has also been posted on the Company''s website at https://www.bestagrolife.com/ investorss/VIGIL-MECHANISM-&-WHISTLE-BLOWER-POLICY.pdf

Secretarial Standards

The Directors'' state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors'' and General Meetings respectively, have been duly complied with.

Secretarial Auditor

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Rakhi Rani, Practicing Company Secretary (M. No. ACS-31715) to conduct Secretarial Audit for the financial year ended March 31, 2023. The Secretarial Audit Report for the year ended March 31, 2023 is enclosed as an Annexure-5 herewith to this Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

A Certificate under Clause (i) of point (10) of para C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by M/s Rakhi Rani, Practicing Company Secretary, (M. No. ACS-31715) confirming that none of the Directors'' on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors'' of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority is attached as Annexure-5(i).

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has a policy on prevention of sexual harassment to ensure harassment-free workspace for the employees. Sexual harassment cases are dealt as per the prevention of sexual harassment policy. An Internal Committee (IC) has been set up by the Company to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during financial year 2022-23:
Particulars	Details
Number of complaints pending as at the beginning of the financial year	Nil

STATUTORY REPORT

Particulars	Details
Number of complaints filed during the financial year	Nil
Number of complaints disposed during the financial year	Nil
Number of complaints pending as at the end of the financial year	Nil

Frauds Reported by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

Business Responsibility & Sustainability Report

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility and Sustainability Report (BRSR) describing initiatives taken by the Company from an environmental, social and governance perspective. A separate Section on BRSR forms part of this Annual Report.

Directors’ and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act, Mr. Shuvendu Kumar Satpathy (DIN: 07552741) Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the Independent Directors'' have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors'' of the Company has taken on record the declaration and confirmation submitted by the Independent Directors''.

None of the Directors'' are related to each other within the meaning of the term "Relative" as per Section 2(77) of the Act.

Further, on the recommendation received from the Nomination & Remuneration Committee, the Board had appointed Mr. Balavenkatarama Prasad Suryadevara (DIN: 02699949) as Additional Director in the capacity of Executive Whole-Time Director with effect from July 31, 2023 and who shall hold office upto the date of the forthcoming 32^nd Annual General Meeting.

Mr. Balavenkatarama Prasad Suryadevara (DIN: 02699949) is eligible to be appointed as a Director. It is proposed to appoint Mr. Balavenkatarama Prasad Suryadevara (DIN: 02699949) Additional Director in the category of Executive Whole-Time Director, liable to retire by rotation, for a period of five years.

The above appointment and re-appointment form a part of the Notice of the forthcoming 32^nd Annual General Meeting, and the Resolutions are recommended for Members'' approval.

Mr. Raajan Kumar Ailawadhi ceased to be a whole-time Director upon his resignation at the close of business hours on July 31, 2023 due to his health issue. Your Directors placed on record their appreciation for the valuable contribution made by Mr. Raajan during his tenure as WholeTime Director of the Company.

During the year under review, the Board, on recommendation of the Audit Committee and Nomination & Remuneration Committee (''NRC''), appointed Mr. Sanjeev Kharbanda as Chief Financial Officer of the Company in place of Mr. Atul Garg, with effect from March 1, 2023, who has moved to a new role of Commercial Head & Credit Control. The Board places on record its appreciation for Mr. Garg''s contribution during his association as CFO.

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were Mr. Vimal Kumar, Managing Director, Mr. Sanjeev Kharbanda, Chief Financial Officer and Mrs. Astha Wahi, Company Secretary & Compliance Officer.

Directors’ Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Act, the Directors'' hereby confirm:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

ii. that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the loss of the Company for that period;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

64 Best Agrolife Limited

iv. that the Annual Accounts for the year ended March 31, 2023 have been prepared on a going concern basis;

v. that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

vi. that the proper systems, devised by Directors'' to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

Other Disclosures

i. No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations;

ii. No applications were made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2015; and there is no instance of one time settlement with any bank or financial institution;

iii. No shares with differential voting rights and sweat equity shares have been issued;

iv. Neither the Managing Director nor the Whole-Time Director of your Company receive any remuneration or commission from any of its subsidiaries.

Acknowledgements

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment.

The Directors'' would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors'' look forward to continuance of the supportive relations and assistance in the future.

---

Mar 31, 2018

The Members,

The Directors have pleasure in presenting 27^th (Twenty Seventh) Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS

The standalone and Consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The Company’s financial performance, for the year ended 31^st March, 2018 and the corresponding Figures for the last year are summarized below:-

(Amount in Rupees)

Particulars	(Standalone)		(Consolidated)
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from operations	1,29,18,46,839	99,15,13,275	1,51,47,02,361	1,26,89,74,355
Other Income	4,09,26,882	23,53,637	4,31,05,258	83,06,574
Total Income	1,33,27,73,721	99,38,66,912	1,55,78,07,619	1,27,72,80,929
Gross Expenditure	1,32,11,87,899	98,18,21,035	1,53,67,22,915	1,26,48,18,305
Less Interest	96,59,857	1,10,78,404	1,84,78,759	1,11,69,669
Profit before Depreciation	19,25,965	9,67,473	26,05,945	12,92,955
Less Depreciation	14,97,843	6,66,090	16,58,407	9,30,611
Profit after depreciation and	4,28,122	3,01,383	9,47,538	3,62,344
Interest/Net Profit Before Tax
Less Exceptional items	-	-	60,500	-
Profit before extraordinary items	4,28,122	3,01,383	8,87,038	3,62,344
and tax
Less Current Tax	9,00,000	15,90,561	9,80,000	21,85,040
Less Previous year adjustment of	-	-	-	-
Income Tax
Less Deferred Tax	(2,38,052)	66,532	(2,16,916)	1,41,358
Net Profit after Tax	(2,33,826)	(13,55,710)	1,23,954	(19,64,054)
Other Comprehensive income for	2,34,21,414	(2,82,64,993)	2,34,21,414	(2,82,64,993)
the year, net of tax
Total Comprehensive income/(loss)	2,31,87,588	(2,96,20,703)	2,35,45,368	(3,02,29,047)
for the year
Earnings per Share (Basic)	(0.03)	(0.17)	2.95	(3.79)
Earnings per Share (Diluted)	(0.03)	(0.17)	2.95	(3.79)

*Figures for the current financial year 2017-18 have been consolidated pursuant to merger of Athena Multitrade Private Limited with the Company vide order of Hon’ble NCLT Principle Bench, Delhi dated 13.04.2018 effective from 17.04.2018 whereas appointed date was 01.04.2016. Thus the figures have been consolidated accordingly.

Standalone performance: Your Company’s gross turnover has increased to Rs. 12918.46/- Lakhs as compared to Rs. 9,915.13/- Lakhs in previous year. PBT increased to 4.28 Lakhs as compared to Rs. 3.01/- Lakhs in previous year. Your Directors are confident of improved performance by the Company in financial year 2018-19.

Consolidated performance: The Company’s consolidated gross turnover increased to Rs. 15147.02/- Lakhs as compared to Rs.12689.74/- Lakh in previous year. PBT increased to Rs. 26.05/- Lakhs compared to Rs.12.92/- Lakhs in previous year.

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.

MERGER/AMALGAMATION

The Board of Directors of the Company in its meeting held on October 29, 2016 has approved a Scheme of Amalgamation of Athena Multitrade Private Limited (Transferor Company) with Sahyog Multibase Limited (Transferee Company) and an application was moved before the Hon’ble NCLT Principle Bench, Delhi for an amalgamation of respective companies, with a view of Consolidation of business, enhancement of Competitive strengths and overall operational synergy.

The said Scheme of Amalgamation has been approved by the Hon’ble NCLT Principle Bench, Delhi dated 13.04.2018 effective from 17.04.2018 and the appointed date for consolidation is 01.04.2016.

The Company has allotted 52,17,688 equity shares to the shareholders of transferor Company as consideration of Merger in terms of approved Scheme of Amalgamation in the ratio 3875:100 i.e. 3875 equity shares of Rs. 10/- each for every 100 (Hundred) equity shares held of Athena Multitrade Private Limited.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company consolidated with transferor Company pursuant to approved Scheme of Amalgamation, stands at Rs. 8,70,00,000/- (Eight Crore Seventy Lakhs) divided into 87,00,000 (Eighty Seven Lakh) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 79,76,072 (Seventy Nine Lakhs Seventy Six Thousand Seventy Two Only) Equity Shares of Rs.10/- each aggregating to Rs. 7,97,60,720/- (Seven Crore Ninety Seven Lakhs Sixty Thousand Seven Hundred Twenty ).

RESERVES AND SURPLUS

Reserves and Surplus of the Company stands at Rs. 43.03 Crores as against Reserve and Surplus of Rs. 40.72 Crores in the previous financial year 2016-17 respectively.

Your Company is financially strong and self reliant in terms of its funds generation, debt servicing and has been able to generate sufficient profits for dividend payouts. A constant rise in turnover and profits of the Company is apparent and your directors are expecting better results both in terms of operations of the Company and its financial position.

2. STATE OF AFFAIRS OF THE COMPANY

The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new markets for our products. The operations of the Company are growing steadily and constant raise in performance of the Company is evident from its promising financial prospects.

Future Outlook

As a move forward and with the help of information technology, your Company is planning to explore new products in market.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

Your Company has one Subsidiary Company as on 31^st March, 2018. The members may refer to the financial statements forming part of the Annual Report as required under the provisions of Section 129(3) of the Companies Act, 2013. The key highlights of the subsidiary company are as under:

Tavares Tradelinks Pvt. Ltd.: This Company recorded a turnover of 2311.64 Lakhs for the year ended 31^st March, 2018 (Previous year of 3520.27 Lakhs) and also recorded a profit of 3.57 Lakhs for the year ended 31^st March, 2018 (Previous year of -6.08 Lakhs).

3. DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.1% (Ten Paisa) per share on 79,76,072 (Seventy Nine Lakhs and Seventy Six Thousand and Seventy Two) Equity Shares for the current financial year. The dividend if approved and declared in the ensuing Annual General meeting would result in a payout of Rs. 7,97,607/- (Rupees Seven Lakhs Ninety Seven Thousand Six Hundred Seven) and Dividend Distribution Tax of Rs. 1,44,977/- aggregating a total outflow of Rs. 9,42,584/-.

The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from Friday, September 21, 2018 to Thursday, September 27, 2018 (both days inclusive).

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

5. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

During the year under review, the changes in composition of Board of Directors of the Company are as under:-

Name	Appointment	Cessation Date		Remarks
	Date
Ghanshyam Prasad Gupta	12.11.2009	-		Director (Independent)
Meetu Aggarwal	12.05.2016	-		Director (Independent)
Naresh Kumar Singhal	10.08.2016	-		Director
Vishesh Gupta	03.03.2017	-	Managing Director
Chandan Kumar	31.03.2015	22.01.2018		Chief Financial Officer
Chandan Kumar	12.03.2018	-		Chief Financial Officer
Neha Garg	16.05.2016	-		Company Secretary

Further, Mr. Chandan Kumar has been re-appointed as Chief Financial Officer of the Company w.e.f 12.03.2018 in its meeting held on 02.04.2018 and designated as Whole-Time Director (Finance) & CFO of the Company w.e.f. 11^th June, 2018.

Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re- enactment(s) thereof, for the being in force), Mr. Vishesh Gupta (DIN No. 00287019), was appointed as Managing Director of the Company for a period of five years w.e.f. 12.04.2017 at the 26^th Annual General Meeting of the Company held on 27^th September, 2017 at a remuneration, perquisites and other terms and conditions, as approved by the Board in its meeting held on 12^th April, 2017.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

6. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW.

a. Board Meeting

During the financial year under review, 8 (Eight) Board Meetings were held as against the minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are as below:

Date	Board Strength	No. of Director present
12th April, 2017	4	4
27th May, 2017	4	1
03rd June, 2017	4	4
28th June, 2017	4	4
01st August, 2017	4	4
12th August, 2017	4	4
14th November, 2017	4	4
14th February, 2018	4	4

b. Audit Committee

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The details of Meetings are as below:

Date	Members Strength	No. of Members present
27th May, 2017	3	3
12th August, 2017	3	3
14th November, 2017	3	3
14th February, 2018	3	3

c. Nomination and Remuneration Committee

During the financial year under review, 3 (Three) Nomination & Remuneration Committee Meeting were held. The detail of Meeting is as below:

Date	Members Strength	No. of Members present
11th April, 2017	3	3
14th February, 2018	3	3
27th May, 2017	3	3

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c)of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis; and

5. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY.

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

9. FORMAL ANNUAL EVALUATION

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. As in previous year, this was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ‘in -house’ review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

- Review of Board as a whole by all the Members of the Board.

- Review of all Board Committees by all the Members of the Board.

- Review of Individual Directors by rest of the Board Members except the Director being evaluated.

10. EXTRACT OF THE ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at www.sahyogmultibaselimited.com

11. AUDITORS

1. Statutory Auditors

M/s Goyal Nagpal, Chartered Accountants (Registration No. 018289C), New Delhi has appointed as the Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Akhil Mittal & Co., Chartered Accountants to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

2. Auditors Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by the M/s Akhil Mittal & Co., Statutory Auditors, in their report. Observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Aditi Agarwal & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending March 31, 2018. The Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as “Annexure A”. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All Related party transactions are entered on an arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in “Annexure - B” and form part of this Report.

14. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.

The Company has not accepted any deposits during the year under review.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, Corporate Social Responsibility is not applicable on your Company.

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Risk Management and Governance Department of the Company have assured the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal. Further, the testing of such controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has also established a vigil mechanism and overseas it through the Audit Committee to resolve the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

18. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education and Protection Fund.

19. LISTING OF SECURITIES

The Shares of the Company are listed and traded at BSE. The Annual Listing Fee including applicable tax for the financial year 2018-19 has been paid to all Stock Exchanges.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure - C” and forms part of this Report.

21. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SD/- SD/-

Date: 10.08.2018 (Vishesh Gupta) (Naresh Kumar Singhal)

Place: New Delhi Managing Director Director

DIN: 0000255689 DIN: 0002987526

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Mar 31, 2015

The Directors have pleasure in submitting Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 and the corresponding Figures for the last year are summarized below:-

(Amount in Rupees)

Particulars 2014-2015 2013-2014

Net Sales /Income from Business Operations 6,79,550 6,98,515

Other Income 7,56,980 6,93,931

Total Income 14,36,530 13,92,446

Gross Expenditure 9,82,808 10,20,021

Less Interest 0.00 0.00

Profit before Depreciation 4,53,722 3,72,425

Less Depreciation 212 86,351

Profit after depreciation and Interest/Net Profit Before Tax 4,53,510 2,86,081

Less Exceptional items 1,637 0.00

Profit before extraordinary items and tax 4,51,873 2,86,081

Less Current Tax 1,35,000 1,15,081

Less Previous year adjustment of Income Tax 0.00 0.00

Less Deferred Tax 0.00 0.00

Net Profit after Tax 3,16,873 1,70,993

Earnings per Share (Basic) 0.10 0.05

Earnings per Share (Diluted) 0.10 0.05

STATE OF AFFAIRS OF COMPANY

During the year under review the Company has earned a net profit before tax of Rs. 4.51 lacs as against Rs. 2.86 Lac in the previous financial year 2013-14 respectively.

Reserves and Surplus of the Company stands at Rs. 2, 78,783/- as on 31st March, 2015.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

Securities of your Company has been listed with Delhi Stock Exchange Limited since 1997 during the year under review, SEBI has de-recognized DSE vide circular dated 19th November, 2014 hence, DSE is no longer a recognized stock exchange where its securities cannot be traded. The Company is under process of applying for listing of its securities at Bombay Stock Exchange Limited to provide a trading platform for members of the Company.

DIVIDEND

Your directors do not recommend payment of dividend for the financial year 2014-15.

SHARE CAPITAL

Authorized Capital: As on 31st March, 2015 the Authorized Share Capital of the Company stands at Rs.3, 50, 00,000/- (Three Crores and Fifty Lac) divided into 35, 00,000 (Thirty Five Lac) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 30, 60,000 (Thirty lacs Sixty Thousand) Equity Shares of Rs.10/- each aggregating to Rs. 3, 06, 00,000/-(Rupees Three Crores Six Lacs only).

DIRECTORS

The Company has undergone a complete management change during the year under review. The changes in composition of Board of Directors of the Company are as under:-

Name Appointment/Cessation Date Remarks

Sachin Dewan 25.03.2015 Cessation

Vineet Gupta 25.03.2015 Cessation

Vikas Garg 20.04.2015 Cessation

Naresh Kumar Singhal 17.02.2015 Cessation

Pankaj Kumar Gupta 28.10.2014 Appointment (Additional Director)

Seema Garg 31.03.2015 Appointment (Additional Director)

Karan Kapoor 18.04.2015 Appointment (Additional Director)

Sunil Kapoor 18.04.2015 Appointment (Additional Director)

Mr. Karan Kapoor who was appointed as Additional Director of the Company on 18.04.2015 and has been designated as Key Managerial Personnel by appointment as Managing Director of the Company subject to the approval of members at the ensuing Annual General Meeting.

STATUTORY AUDITORS

M/s ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E), New Delhi shall retire at the ensuing general meeting of the Company and being eligible has offered themselves for re-appointment. Their appointment is proposed for 2 (Two) years from the conclusion of ensuing Annual General Meeting to the conclusion of 27th Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their appointment if confirmed, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The report of the Auditors together with notes to accounts are forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date which are self explanatory and do not call for any further explanation from the Directors.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

INTERNAL CONTROL SYSTEMS

The Board is of the opinion that adequate internal controls exists in the Company commensurate with the size and operations of the Company. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business and Financial Statements. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has taken loan of Rs. 46,30,000/- From M/s Athena Multithread Private Limited (erstwhile Good life Impel Private Limited) in terms of Section 186 of the Companies Act, 2013. There are no other Loans, Guarantees, Security etc. availed by the Company from any other Body Corporate. The Company is also not availing any facilities from Banks/Financial Institutions.

Other unsecured loans represents loans from Directors are taken by the Company from its Directors from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into any material related party transactions in terms of Section 188 of Companies Act, 2013, Hence, disclosures under this head are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, adoption and innovations do not apply to our Company being a NBFC. The Company does not have any foreign exchange earnings and outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis; and

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your directors place on the record their sincere appreciation for the valuable assistance and continued support received from our esteemed customers, government authorities, financial institutions, banks and shareholders of the Company. We further express our gratitude to all our employees for their committed services to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 14.08.2015 (Karan Kapoor) (Pankaj Kumar Gupta)

Place: New Delhi Managing Director Director

DIN: 07161520 DIN: 07003962

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Mar 31, 2014

The Directors have pleasure in presenting the 23rd (Twenty Third) Annual Report of your Company and Audited Statement of Accounts for the year ended 31s March, 2014.

FINANCIAL OPERATIONS

The Financial results of the Company for the year ended 31st March, 2014 are as follows:-

Particulars Amount (Rupees)

2013-2014 2012-2013

Profit/Loss Before Tax and Depreciation 372,425 217,560

Less: Depreciation/Tax 86,351 0.00

Profit/(Loss) Before Tax 286,081 217,560

Add: Excess Provisions W/Back FBT

Previous year 0.00 0.00 Less: Provision for Income Tax 115,081 67,226

Less: Taxes for earlier years - 34,194

Deferred Tax Net - -

Profit/Loss) after Tax 170,993 116,140

Provision of Deferred Tax of Earlier Years W/Back 0.00 0.00

Provision of Deferred Tax of Earlier Years W/Back 0.00 0.00

Add: Previous Year Profit/Loss Brought

Forward 0.00 0.00

Profit/(Loss) for the year carried to the

Balance Sheet 170,99 116,140

FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Financial Statements pursuant to clause 32 read with clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with the Accounting Standards of the Institute of Chartered Accountants of India,

DIVIDEND

Taking into consideration the future plans & policies of the Company and subsequently requirements of the funds, the management is of the view that the Company earned the profit during the year must be retained and redeployed for the operations of the Company. Therefore the Boards of Directors does not recommend any dividend for the year ended on March 31st, 2014.

DIRECTORS

Mr. Ghanshyam Prashad Gupta and Mr. Sachin Dewan Directors of the Company retire by rotation and being eligible offers themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

LISTING OF SECURITIES

The Company Securities are listed at the Delhi Stock Exchange Limited. The Annual Listing Fee including service tax for the year 2014-15 has been paid to the Stock Exchange.

AUDITORS

M/s Akhil Mittal & Co., Chartered Accountants, being the Statutory Auditors of the Company will retire at the conclusion of forthcoming Annual General Meeting and M/s. ARSK & Associates, Chartered Accountants, be and are hereby appointed as the Auditors of the Company, in place of retiring auditors M/s Akhil Mittal & Co, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting at such terms and conditions, including remuneration, as may be determined by the Directors.

AUDITORS' OBSERVATIONS

The notes to accounts forming part of Balance Sheet and the Profit & Loss Account as at 31st March, 2014, referred to in the Auditors Report are self explanatory and do not call for any further particulars.

COMPLIANCE CERTIFICATE

A certificate issued by M/s. Loveneet Handa & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956 to the effect that the company has complied with the applicable provisions of the said Act is attached to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Director's Responsibility Statement pursuant to section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm:

1. That in the preparation of Annual Accounts the applicable accounting standards had been followed along with proper explanation relation to material departures;

2. That your 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 the state affairs of the company at the end of financial year and of the Profit and loss of the Company for that period;

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That your Directors have prepared the Annual Accounts on a Going Concern Basis.

PUBLIC DEPOSITS

The Company has not invited, accepted or renewed any deposits from the public covered under section 58A of the Companies Act, 1956 during the year under review,

INFORMATION AS REQUIRED UNDER PHAREGRAPH 10 OF THE PART II OF NBFC (RB) DIRECTIONS 1977 OF RESERVE BANK OF INDIA

a. The total number of depositors of the Company whose deposits have not been claimed by the depositors or paid by the Company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directors whichever may applicable NIL

b. The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid NIL

INFORMATION PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT. 1956

The statement of information as required under section 217(2A) of the Companies Act, 1956 read with Companies {Particulars of Employees) Rules, 1975 in respect of employees of SAHYOG CREDITS LIMITED does not apply.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES (DISCLOSURE OF

PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

A. Conversation of Energy

The disclosure of particulars with respect of conservation of energy pursuant of Section 217(1 ){e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the company has made best efforts and adopted all relevant measure for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and outgo

There was no transaction of foreign exchange during the period under review.

ACKNOWLEDGEMENT

Your Directors highly appreciate the unconditional co-operation and support extended by the Bankers, other financial agencies, Customers and above all employees of the Company, without whom the Company would not have reached up to this level.

Dated: 17th September, 2014 By Order of the Board

Place: New Delhi For Sahyog Credits Limited



Naresh Kumar Singhal

Chairman

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Mar 31, 2012

The Directors of your Company take pleasure in presenting before you the 21st Annual Report of the Company together with the Audited Financial Statements for the financial year ending 31st March, 2012

FINANCIAL RESULTS

Description Amount (Rs.) Amount (Rs.) Year ended Year ended 31.03.2012 31.03.2011

Profit/Loss Before Tax 46,890 3,11,601

Less: Provision for Income Tax (14,500) (98,000)

Less: Adjustment of Deferred Tax

Liabilities (26,010) (2,69,950)

Add: Tax adjustment for earlier years - (,312,84)

Profit after Income Tax 6,380 (87,633)

Loss B/F from previous year (3,31,603) (2,43,970)

Balance Loss being carried forward to Balance Sheet (3,25,223) (3,31,603)

During the year under review the Company earned a profit of Rs. 46,890/- as compared to Rs. 3 11,601/- earned in the previous year. Your Directors are hopeful for better performance of Company in the coming years.

DIVIDEND

The directors do not recommend any dividend for the financial year ending 31st March, 2012 taking into consideration the future requirement of funds.

AUDITOR'S REPORT

The observation made by the Auditors in their report are self-explanatory and do not require any further clarification.

AUDITORS

The Statutory Auditors of the Company, M/s R. K. Rathi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment as the Auditors of the Company.

Your Directors recommend their re-appointment as the Statutory Auditors of the Company.

DIRECTORS

The Board of Directors of the Company is duly constituted. During the year Mr. Naresh Kumar Singhal and Mr. Sachin Dewan was appointed as Additional Director w.e.f. m25/07/2012. None of the Directors of the Company is disqualified under the provisions of section 274(1] [g] of the Companies Act, 1956.

As on the date of this report, Board consists of the following members:-

S. No Name of the DIN Designation Date of Directors Appointment

1. Ghanshyam Prasad 00287019 Director 12/11/2009 Gupta

2. Shervon Chhajed 00509219 Director 29/08/2002

3. Manoj Bansal 02122060 Director 29/08/2002

4. Atma Ram Bansal 02312423 Director 29/08/2002

5. Ramesh Kumar 02313366 Director 29/08/2002 Dudani

6. Naresh Kumar 02987526 Additional 25/07/2012 Singhal Director

7. Sachin Dewan 03090690 Additional 25/07/2012 Director

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreement with the Stock Exchanges. A report on Corporate Governance, certificate of compliance from the Company Secretary in Practice and Management's Discussion & Analysis are attached with this Report.

AUDIT COMMITTEE

The Audit Committee comprises three members i.e. Mr. Shervon Chhajed and Mr. Manoj Kumar Bansal as the members and Mr. Ghanshyam Prasad Gupta as the Chairman of the meeting. The composition of the Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement.

DEPOSITS

The Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and Non Banking Financial Companies Acceptance of Public Deposits [Reserve Bank) Directions, 1998 during the financial year under review.

INFORMATION AS REQUIRED UNDER PHARAGRAPH 10 OF THE PART II OF NBFC RBI DIRECTIONS 1977 OF RESERVE BANK OF INDIA

a) The total number of depositors of the company whose deposits have not been claimed by the depositors or paid by the company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directions whichever may be applicable. NIL

b) The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a] as aforesaid. NIL

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance by the Company of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Grover Ahuja & Associates, Company Secretaries for the year ending 31st March, 2012 and the same is attached herewith, forming part of this report.

INFORMATION PURSUANT OT SECTION 217 f2A) OF THE COMPANIES ACT 1956

The above section is not application to the Company as none of the employee of the Company is receiving the remuneration exceeding Rs. 5,00,000/- P.M or Rs 60 00,000/-p.a.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES DISCLOSIJRE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988

A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company makes has made best efforts and adopted all relevant measures for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo

There was no transaction of foreign exchange during the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 T2AA1 OF THE COMPANIES ACT. 1956

Directors confirm: -

(i). that in preparation of the Annual Accounts, the applicable Accounting Standards and provisions of revised schedule VI of the Companies Act, 1956, which has came into force w.e.f. April 2011 applicable on all Companies, had been followed along with proper explanation relating to material departures;

(ii). that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii), that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). that the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your directors also express their appreciation for the wholehearted support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place: New Delhi Chairman of the Meeting

Dated: 31st August, 2012