SRI KRISHNA METCOM LIMITED · Common varieties of rice in 2017-18 from that of Rs. 1470 /quintal....

SRI KRISHNA METCOM LIMITED

10th Annual Report

2017-18

SRI KRISHNA METCOM LIMITED 2017-18 P a g e | 1

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Actual Photo of Plant


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Introduction 4

From the Chairman’s Desk 5

Whole-time Director Speaks 6

Corporate Information 8

Notice of 10th AGM 9

Attendance Slip 12

Board of Directors’ Report 13

Management Discussion & Analysis 35

Independent Auditors’ Report 41

Financial Statements 49

Proxy Form 65


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IntroductionThe company, Sri Krishna Metcom (SKML) was established in 2008 and started commercial production in 2013. Starting with the supplies of agro products, today, SKML is the leader in manufacturing of non basmati rice in Eastern India. SKML specialises in manufacturing of various varieties of non basmati rice for esteemed customers from Bihar, Jharkhand, Orissa, West Bengal, Chhattisgarh, Delhi, Haryana & Rajasthan.

SKML provides its customers with connoisseurs of fine food with unmatched quality, sourced from the various parts of India. We partner farmers, work with food techo-crates and respond to the needs of our customers to ensure that nothing but the very best graces at your table. We will always give our customers Hygienic & Nutri-foods.

Company being a leader in Non Basmati Rice segment focuses on GROWTH through increased categories & geographical reach and PROFITABILITY through expanding sales from premium segment

Company’s key highlights are as follows:• Leading market position in Eastern India• Branded Rice- a low penetrated space by National Players, growing across segments and

geographies• State of the art Ultra Modern Hi tech plant with innovations enabling cost efficient

manufacturing • Strong brands across price & customer segments• Vast Reach & distribution network in Eastern India• Focused strategy on growth and margin improvement to create further value

Revenue grew by 164% toRs.216.86cr

CAGR over 5 years in

Revenue was 73%

EBITDA grew to Rs. 10.53 cr an increase

by 62%

Highest ever PBT of Rs. 6.12 cr an increase by 249% over

2016-17

Highest ever PATof Rs.4.09cr an increase by 248% over

2016-17

EPS of Rs.3.16/share as compare to Rs. 0.93/share

previous year


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FROM THE

CHAIRMAN’S DESK

Yogesh Kumar SahuChairman

To Our Shareholders

I am pleased to report that this has been a milestone year for SKML, highlighted by the company’spublic listing on the National Stock Exchange of India. On behalf of the board of directors, I thank everyone who made this possible – our employees, customers and most of all, our shareholders who demonstrated their confidence in SKML by participating in the initial public offer. September 26, 2017was an exciting day for all of us when SKML equity shares were listed on the SME Emerge platform of the National Stock Exchange.

With our public listing, we launched a new chapter in SKML’s proud 9-year history as we continue to transform and position the company to capture tremendous growth opportunities and drive greatershareholder value. I am confident that we have the right long-term strategies in place and with strongexecution; we will improve profitability, generate cash flow and meet our commitment of delivering strong shareholder returns.

We have taken bold step in this year by deciding not to do job work for others rather to have own production and develop our own market with wide basket of products and becoming a brand driven company in non basmati rice.

“Baba” & “Panchakanya” has today become a source of health and immense happiness for connoisseurs of food across the eastern belt of India. The seamless enthusiasm and dedication of hundreds and thousands of our farmers and staff members has provided the much inevitable thrust.SKML management worked incredibly hard during the year, which was a particularly challenging year for our growing & profit businesses, to ensure the Company had a solid platform so that growth and profitability could be maintained as visioned which can be demonstrated from the financial statements presented in this Annual Report.

Looking to the future, the Board is confident that our refreshed future strategy will position SKML as the India’s leading non basmati Rice Company, through focusing on how the business can match Indianconsumer trends with our range of quality products, and by establishing secure supply chains. These will have positive impacts for Indian rice growers through improving paddy prices and for our shareholders by supporting capital growth and strong dividends into the future.

In closing, I want to thank our employees for their tireless efforts and dedication to our customers. Theyare at the heart of our success and exemplify the strength of SKML as we embark on this new excitingphase as a public company.

It is a privilege to serve as the Chairman of SKML during this transformative time for our company and industry. I am excited about SKML’s prospects and confident that the team has the passion andcommitment to keep SKML on a winning path well into the future.

Yogesh Kumar SahuChairman & Managing Director


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WHOLE-TIME DIRECTOR

SPEAKS

Gyan Prakash SahuWhole-time Director

Dear Shareholders,

Agribusiness Scenario: Agribusiness is a practice of activities, with backward and forward associationsrelated to production, processing, marketing, trade, and distribution of raw and processed food, including supply of inputs and services for these activities. With structural transformation of the economy, the share of agricultural production is decreasing, and that of processing, distribution andtrade is increasing. With rising disposable incomes reflected in the augmented purchasing power and growing nuclear families, the demand for processed foods is witnessing a substantial surge. Thesefactors are further inducing the need for sophistication in various segments of agribusiness such as procurement, storage, transportation, distribution, etc. The demand to feed the growing population and tap emerging global market opportunities shall provide additional thrust to the sector.

Indian Scenario: Rice is the most important cereal food crop of India, accounting for about 40% of the country’s food grain production, occupying 1/4th of the total cropped area of the country. Rice is cultivated across the country and throughout the year, though the crop is mainly grown as a Kharif crop in rainfed areas that receive heavy annual rainfall. India’s rice acreages have plateaued around 43-44 million hectares, but production in recent years has shown a steady upward trend on improving yields due to the introduction of improved varieties and agronomic practices. India is the second largest rice producer in the world after China, with 21% of the global production share. Major rice producing states in India are West Bengal, Uttar Pradesh, Andhra Pradesh, Punjab, Tamil Nadu, Jharkhand, Chattisgarh and Bihar.

2017-18 Crop Year: A near normal rainfall during the year’s Monsoon and favourable Government policies have helped rice production in 2017-18 crop year to touch a record of 111.01 million tonnes, up by 1.2% from the previous year’s level. However, the trend of continued shrinking of sowing area continued in the current year as well, with the Agricultural ministry estimates showing that rice was sown only in 37.40 million hectares in the kharif season, a decrease of 510,000 hectares compared to the previous season.

Higher Procurement and Increase in MSP: The total rice procurement by Food Corporation of India (FCI) in the 2017-18 marketing season has been targeted at a higher level of 430 Lacs tonnes, compared to 381 Lacs tone procured in the previous season. The total procurement had reached 350 Lacs tonnes by the end of December 2017. The Minimum Support Price (MSP) for rice increased to Rs. 1550/quintal for Common varieties of rice in 2017-18 from that of Rs. 1470 /quintal. In addition Jharkhand Government has given 150/quintal as bonus over and above MSP.

Indian Budget: The government budget announcement on the new MSP pricing formula (1.5 times the cost of production) for the upcoming Indian crop year 2018-19 Kharif season and accordingly now government has raised MSP to Rs. 1750 / quintal, which should further support planting intentions for rice in the upcoming marketing year. Besides, the Government is also expected to further augment rice procurement in the coming marketing season to woo the agitated farming community ahead of elections in some of the Indian states and the national election.


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Future Scenario: Buoyed by the forecast of a normal monsoon this year, the agriculture ministry has targeted a record of 113 million tonnes of rice output in 2018-19. The India Meteorological Department forecasted that the June to September south-west monsoon is likely to bring 97% of the normal seasonal rainfall.

Revenue Transformation: The Company recorded net revenue of Rs. 2168.66 million as against Rs. 821.06 million in the previous financial year and thereby recorded a growth of 164% in the net sales. The key growth driver during the year was mainly due to discontinuation of job work and increasing own brand market along with diversification into premium product segment. Your company continues its vision to be a leader in the non basmati rice. The Company has achieved a CAGR of 73% over the past 5 years and has been consistent in the revenue growth. The sales of non basmati rice have shown consistent growth over the years.

On behalf of the Board, I extend my sincere appreciation to the management and the staffs of the Company for their valued contribution in making the company deliver another ahead-of-the-market performance in FY 17-18. A big thanks to you- our valued shareholder. Your continued trust in our capabilities has taken us to greater heights and keeps us motivated to reach new levels.

Let us continue to work together towards creating a more successful Sri Krishna Metcom Limited.

Gyan Prakash SahuWholetime Director


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CORPORATE INFORMATION

Board of DirectorsMr. Yogesh Kumar Sahu Chairman and Managing Director

Mr. Gyan Prakash Sahu Whole-time Director

Mr. Rajesh Agrawal Executive Director

Mrs. Binita Sahu Woman Director (Non Executive)

Mr. Manish Kumar Mantri Independent Director

Mr. Jeevan Prasad Independent Director

Audit CommitteeMr. Manish Kumar Mantri Chairman Independent DirectorMr. Jeevan Prasad Member Independent DirectorMr. Gyan Prakash Sahu Member Whole Time Director

Nomination & Remuneration CommitteeMr. Manish Kumar Mantri Chairman Independent DirectorMr. Jeevan Prasad Member Independent DirectorMrs. Binita Sahu Member Non Executive Director

Stakeholder’s Relationship CommitteeMr. Jeevan Prasad Chairman Independent DirectorMrs. Binita Sahu Member Non Executive DirectorMr. Rajesh Agrawal Member Executive Director

Key Managerial PersonnelMr. Rajesh Agrawal Chief Financial OfficerMs. Shilpa Burman Company Secretary & Compliance Officer

Statutory Auditor Secretarial AuditorM/s N. K. Kejriwal & Co., Chartered Accountants

M/s Birendra Banka & Associates Company Secretaries

Registered Office Registrar & Share Transfer Agent504, Mangal Murti HeightsRani Bagan, Harmu RoadRanchi - 834001, Jharkhand, IndiaTel: +916512285853CIN: L15400JH2008PLC013255

Link Intime India Private LimitedC-101, 247 Park, L.B.S. Marg, Vikhroli WestMumbai- 400083, Maharastra, IndiaTel:- +912249186200Email: [email protected]

Banker to the CompanyIDBI Bank Ltd. State Bank of India Ltd.Bank of Baroda Ltd. HDFC Bank Ltd.


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Notice of Tenth Annual General Meeting

Notice is hereby given that the 10TH Annual General Meeting (AGM) of the Members of Sri Krishna Metcom Limited will be held on September 28th , 2018 Friday at 3.30 PM at Hotel Raj Residency, Kutchery Chowk, Ranchi – 834001, Jharkhand to transact the following Business:-

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for financial year ended March 31, 2018, together with Report of the Board of Directorsand the Auditors thereon.

“RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2018 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

2. Appointment of Statutory Auditors.To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in terms of the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made there under, M/s. Agrawal Shukla & Co., Chartered Accountants, Mumbai (Firm’s Registration Number: 0326151E) be and are hereby appointed as Auditors of the Company to hold office for a period of five consecutive years commencing from the conclusion of 10th AGM till the conclusion of 15th AGM, (subject to ratification of their appointment at every Annual General Meeting) at such remuneration as may be fixed by the Managing Director of the Company.”

3. To re-appoint Mrs. Binita sahu (DIN: 07792268), who retires by rotation and being eligible, offers herself for re-appointment and in this regard pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended), Mrs. Binita Sahu (DIN: 07792268) who retires by rotation at this meeting and being eligible offered herself for re-appointment, be and is hereby re-appointed as a director of the Company, liable to retire by rotation.”

Special Business:

4. To consider Modification in Managerial Remuneration and if thought fit in this regard, pass with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (‘‘Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) thereof for the time being in force), the remuneration of Mr. Yogesh Kumar Sahu (Chairman & Managing Director, holding DIN 02139226), Mr. Gyan Prakash Sahu (Whole time Director holding DIN 00194221), and Mr. Rajesh Agrawal (Executive Director & Chief Financial Officer,

SRI KRISHNA METCOM LIMITED 2017-18 P a g e | 1 0

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holding DIN 06448058) be and are hereby modified, subject to the limit specified in Schedule V, in case of inadequate profit.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution.”

Place: Ranchi For and on behalf of Date: 23rd August 2018 Sri Krishna Metcom Limited

Sd/-Shilpa Burman

Company SecretaryNotes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and to vote instead of himself/herself and such proxy need not be a member of the company. Proxies in order to be effective must be deposited at Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution / authority, as applicable.

A person can act as proxy on behalf of members’ not exceeding fifty (50) and holding in the aggregate not more than ten (10) percent of the total share capital of the Company. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 is annexed hereunder and forms part of the Notice.

3. Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (LODR) Regulations, 2015 the Register of Members & Share Transfer books of the Company will remain closed from Saturday, the 22nd September, 2018 to Friday, the 28th day of September, 2018 (both days inclusive)

4. Members are requested to bring their copies of the Annual Report with them, since separate copies will not be distributed at the venue of the Annual General Meeting.

5. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting.

6. In case of joint holders only such joint holder who is higher in the order of names will be entitled to vote.

7. Members desiring any information on accounts are requested to write to the Company atleast 10 days before the meeting so as to enable the management to keep the information ready for reply.

8. Members, who hold shares in electronic form are requested to notify their DP and Client ID Number at the AGM for easier identification.

9. NRI Members are requested to inform the investors Services Department of the Company immediately of:-


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a. Particulars of their bank account maintained in India with complete name, branch, account type, account number, and address of the bank with pin code number, if not furnished earlier; and

b. Change in their residential status and address in India on their return to India for permanent settlement.

10.To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the Concerned Depository Participant and holdings should be verified.

11.Electronic copy of the Annual Report is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report is being sent in the permitted mode.

12.Electronic copy of the Notice of the 10th Annual General Meeting of the Company inter alia indicating the process and manner of E-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 10th Annual General Meeting of the Company inter alia indicating the process and manner of E-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

By the order of Board of DirectorsFor Sri Krishna Metcom Limited

Sd/-Shilpa BurmanCompany SecretaryACS No. 52069

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item No. 3

Modification in Managerial Remuneration

The Company recognizes the valuable contributions made by the Managerial Persons, for its development and it is felt that the time spent and contribution made by them be compensated adequately. Accordingly, it is proposed to make the payment of Rs. 60 lacs to Mr. Yogesh Kumar Sahu, Chairman & Managing Direcctor, Rs. 60 lacs to Mr. Gyan Prakash Sahu, Whole time Direcctor and Rs. 30 lacs to Mr. Rajesh Agrawal, Whole time Direcctor cum CFO of the company. As the remuneration proposed to be paid to Managerial Persons pertains to the financial year 2018-19, the Company will require the approval from the Shareholders by passing Special Resolution as per applicable provisions of the Companies Act, 2013.


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ATTENDANCE SLIP

SRI KRISHNA METCOM LIMITEDCIN: L15400JH2008PLC013255

504, MANGAL MURTI HEIGHTS, 5TH FLOOR, RANI BAGAN, HARMU ROAD,RANCHI, JHARKHAND-834001

ATTENDANCE SLIP FOR 10TH ANNUAL GENERAL MEETING(To be handed it over at venue of the Meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of Sri Krishna Metcom Limited.

DP ID

Client ID

Folio No.

Name & Address of Shareholders

Name of Joint Holder(s)

No. of Shares held

I hereby record my presence at the Tenth Annual General Meeting of the Friday, 28th day of September, 2018 At 03.30 pm at Hotel Raj Residency, Kutchery Chowk, Ranchi - 834001 Jharkhand .

Shareholder’s/Proxy’s name in Block Letters Signature of Shareholder/Proxy

Note: Shareholders wishing to attend the meeting must bring the attendance slip, duly signed to themeeting and hand it over at the entrance of the hall.


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BOARD OF DIRETORS REPORT

ToThe Members,Sri Krishna Metcom Limited

Dear Members,

Your directors are pleased to present before you the 10th Annual Report of the Company along with the audited financial statement for the year ended on 31st March 2018.

1. Financial Result

The financial performance of the Company for the Financial Year ended on 31st March, 2018 and for the previous Financial Year ended on 31st March, 2017 is given below:

Rs. In LacsParticulars 2017-18 2016-17

Gross Revenue 21,686.64 8,210.65

Profit Before Interest & Depreciation 1,053.42 649.10

Depreciation 296.93 296.37

Profit before Tax (PBT) 612.13 175.22

Provision for Tax 203.23 57.94

Profit After Tax (PAT) 408.90 117.28

Provision for Proposed Dividend including tax - -

Profit for the year carried to Reserve & Surplus 408.90 117.28

Earnings Per Share (EPS) 3.16 0.93

2. Operations:

For the financial year 2017-2018, your Company recorded net revenue of Rs. 2,168.66 million as against Rs. 821.01 million in the previous year and thereby recorded growth of 164% in the net sales. The key growth driver during the year was mainly due to increasing own production than that of job work for others and also increasing the sale of premium segment products. Your company continues its vision to be leaders in the Non Basmati Rice.

For the financial year 2017-2018, the Company achieved Profit before tax of Rs. 61.21 million as against Rs. 17.52 million for previous financial year. The major driver for the increase in profit is increasing production for its own marketing rather than that of job work for others. We concentrated in our own production and marketing the products in our own brands as well also launching the premium segment products with higher profitability.


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3. Change in the Nature of Business, if any:

There were no changes in the nature of business of the Company during the year under review.

4. Annual Return:

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-9 is enclosed herewith as Annexure I

5. Board Meetings and Attendance:

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board matters. The notices of the Board meetings are given well in advance to all the Directors of the Company. Additional meetings were held depending upon the requirements of the Company.

During the year under review, the Board of Directors met 8 (Eight) times and Board Meetings were held as on the following dates:

Sl. No. Date of the Board Meeting1 01.04.20172 09.05.20173 06.06.20174 02.09.20175 22.09.20176 13.11.20177 30.01.20188 09.03.2018

Attendance of the Directors:

Sl. No. Name of the Director No. of Board MeetingHeld Attended

1. Mr. Gyan Prakash Sahu 8 82. Mr. Yogesh Kumar Sahu 8 83. Mr. Jeevan Prasad 8 84. Mr. Rajesh Agrawal 8 85. Mrs. Binita Sahu 8 86. Mr. Manish Kumar Mantri 8 8

6. Director’s Responsibility Statement:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013 to the best of their knowledge and belief the Board of Directors hereby submit that:

a) In the preparation of the Annual accounts, for the year ended on March 31, 2018 the applicable accounting standards have been followed and there are no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31, 2018;


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c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the Annual accounts on a going concern basis;e) The directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and are operating effectively and

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

7. Comment on Auditor’s Report

There were no qualifications, reservations, adverse remarks or disclaimer made by the auditors in their report for the financial year ended on March 31, 2018.

8. Particulars of Loans, Guarantees of Investments made under the provisions of Section 186 of the Companies Act, 2013

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

9. Particulars of Contracts or arrangement made with Related Parties

During the year under review, contracts or arrangements entered into with the related party, as defined under Section 2(76) of the Companies Act, were in ordinary course of business and at arm’s length basis. Details of the transactions pursuant to Compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as Annexure II.

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

10. The State of Company’s Affairs

During the year under review the Company has put all its efforts in serving required products to all its customers on time. The turnover during the reporting period amounted to Rs.21,686.64 Lacs The directors are thankful to all its suppliers for on time delivery of the products. The effort of our suppliers is the backbone to our Company.

11. Internal Financial Control Systems and their Adequacy

The Company has its internal financial control system commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The head of Internal Audit together with External audit Consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.


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12. Reserves

The Company has Closing Balance of Rs. 791.15 Lacs as Reserve and Surplus as on 31.03.2018. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sl. No. Particulars Amount (Rs.In Lacs)

1 Opening Balance 112.252 Profit for the year 408.903 Share Premium 270.00

Total 791.15

13. Material Changes and Commitments, if any affecting the Financial position of the Company occurred between the end of the Financial Year to which the Financial Statements relates and the date of the Report

No material changes and commitments, affecting the financial position of the Company occurred between the ends of the Financial Year to which the Financial Statements relates till the date of the Report.

14. Initial Public Offer

During the year the Company came out with Initial Public Offering of 35,00,000 Equity Shares at a face value of Rs. 10/- and a premium of Rs. 45/-. Your Directors are pleased to inform that the Company had successfully completed its Initial Public Offer.

The Company had received trading approval of 13232971 Equity Shares on EMERGE SME Platform of NSE with effect from September 26th, 2017 having the symbol “SKML”.

The Company confirms that the Annual Listing Fees to NSE for the Financial Year 2018-19 has been paid.

15. Transfer to the Investor Education and Protection Fund

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government pursuant to the provision of Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

16. Conversion of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

The information pertaining to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014

A. Conservation Energy:

i) The steps taken or impact on conservation of energy:The Company lays great emphasis on savings in the cost of energy consumption.Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the company. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day to day consumption is monitored in an effort to save energy.


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ii) The steps taken by the Company for utilizing alternate source of energy:The Company is exploring an alternate source of energy for internal generation of power for captive consumption.

iii) The capital investment on energy conservation equipment:Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

The Company is always in pursuit of finding the ways and means to improve the quality and reduce the cost of its products. The company has not imported any technology during the year nor has separate independent research and development activity and hence as such no material amount of expenditure was incurred on technology and research and development activity.

C. Foreign Exchange Earnings and outgo:During the Financial year under review, the foreign exchange earnings is Nil and outgo is US $ 72000 towards import of assets.

17. Statement concerning development and implementation of Risk Management Policy of the Company

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

18. Directors and Key Managerial Personnel:

The Board of Directors appointed Mr. Rajesh Agrawal (DIN: 06448058) as Whole-time Director (Executive Director) w.e.f. from 01.04.2017.

Change in Designation of Designation of Directors:During the Financial Year 2017-18 the following changes in the designation of the Directors were effected:

Mr. Yogesh Kumar Sahu, Chairman and Managing DirectorDesignation of Mr. Yogesh Kumar Sahu changed from Whole time Director and CFO to Chairman and Managing Director w.e.f. 01.04.2017, which was approved by the shareholders at their Ninth AGM dated 06.06.2017 for 3 years commencing from 01.04.2017 to 31.03.2020. Mr. Yogesh Kumar Sahu shall be liable to retire by rotation.

Mr. Gyan Prakash Sahu, Whole time DirectorDesignation of Mr. Gyan Prakash Sahu changed from Director to Whole time Director w.e.f. 01.04.2017, which was approved by the shareholders at their Ninth AGM dated 06.06.2017 for 3 years commencing from 01.04.2017 to 31.03.2020. Mr. Gyan Prakash Sahu shall be liable to retire by rotation.

Chief Financial Officer(CFO)During the Financial year 2017-18, Mr. Rajesh Agrawal was appointed as Chief Financial Officer of the Company, pursuant to the provisions of the Companies Act, 2013.

Compliance Officer and Company SecretaryDuring the Financial Year 2017-18, Ms. Namrata Maheswari resigned from the post of Company Secretary.


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Ms. Shilpa Burman was appointed as Company Secretary & Compliance Officer, pursuant to the provisions of the Companies Act, 2013

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN1. Mr. Yogesh Kumar Sahu Chairman / Managing Director 001942212. Mr. Gyan Prakash Sahu Whole-time Director 021392263. Mr. Rajesh Agrawal Whole-time Executive Director 064480584. Mr. Jeevan Prasad Independent Director 024868145. Mrs. Binita Sahu Non Executive Woman Director 077922686. Mr. Manish Kumar Mantri Independent Director 077945547. Mr. Rajesh Agrawal Chief Financial Officer -8. Ms. Shilpa Burman Company Secretary -

19. Declaration of Independent Directors

The independent directors of the Company Mr. Jeevan Prasad and Mr. Manish Kumar Mantri have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Companies Act 2013 and they qualify to be the Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

20. Formal Annual Evaluation Process by Board:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at separate meeting held of Independent Directors of the Company.

21. Corporate Governance

Since the Company’s securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

22. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company.


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23. Deposits

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor reviewed any deposits during the financial year.

24. Statutory Auditors

M/s N.K. Kejriwal & Co., Chartered Accountants, who were appointed as Statutory Auditors of the Company at its 9th AGM held on 06.06.2017 for 5 years and hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company and have given their resignation.

M/s Agrawal Shukla & Co,, Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company, which is subject to Shareholders’ approval. The Board of Directors has proposed the appointment of M/s Agrawal & Shukla & Co., Chartered Accountants as the statutory Auditor of the company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013 (subject to the ratification of their appointment at every AGM of the company), to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

25. Secretarial Auditor

The Board appointed M/S Birendra Banka & Associates, Company Secretaries to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is enclosed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

26. Disclosures

A. Composition of Audit Committee

The Board of Directors in its meeting held on March 31, 2017 constituted an Audit Committee in Compliance with the provision of Section 177 of the Companies Act, 2013.During the year under review, meeting of Audit Committee was held on 9th May, 2017 and 13th November, 2017 and attendance records of the members of the Committee are as follows:

Name StatusNo. of the

Committee Meeting entitled

No. of the Committee

Meeting attendedMr. Manish Kumar Mantri, Independent Director Chairman 2 2

Mr. Jeevan Prasad, Independent Director Member 2 2

Mr. Gyan Prakash Sahu, Wholetime Director Member 2 2

B. Composition of Nomination & Remuneration CommitteeThe Board of Directors in its meeting held on March 31, 2017 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.


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During the year under review, Meeting of Nomination and Remuneration Committee was held on 1st April 2017 and 8th September 2017 and the attendance records of the members of the Committee are as follows:



No. of the Committee Meeting

attendedMr. Manish Kumar Mantri, Independent Director Chairman 2 2

Mr. Jeevan Prasad, Independent Director Member 2 2

Mr. Binita Sahu, Non-Executive Non-Independent Director Member 2 2

C. Composition of Stakeholder’s Relationship Committee

The Board of Directors in its meeting held on April 1st, 2017 constituted a Stakeholder’s Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Nomination and Remuneration Committee was held on 25th September 2017 and 2nd February 2018 and the attendance records of the members of the Committee are as follows:



No. of the Committee Meeting

attendedMr. Jeevan Prasad, Independent Director Chairman 2 2

Mrs. Binita Sahu, Non-Executive Non-Independent Director Member 2 2

Mr. Rajesh Agrawal, Executive Director Member 2 2

27. Details of significant and material orders passed by the Regulators or Courts or Tribunals

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company’s operation in future.

28. Share Capital

A. Provision of money by company for purchase of its own shares by employees or by trustees for the benefits of employeesThe Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

B. Issue of Sweat Equity SharesThe Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8(13) of the Companies (“Share Capital and Debentures) Rules, 2014.


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C. Issue of Equity Shares with Differential RightsThe Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures), Rules, 2014.

D. Issue of Employee Stock OptionThe Company has not issued any employee stock option during the financial year as per Rule 12(9) of Companies (Share Capital and Debentures), Rules, 2014.

E. Initial Public OfferDuring the year under review, the Company came out with an Initial Public Offering of 35,00,000 Equity Shares at a face value of Rs. 10/- each and a premium of Rs. 45/- each. The Company received the trading approval for total 13232971Equity Shares on EMERGE SME Platform of NSE with effect from September 26th 2017having the symbol “SKML”.

29. Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are enclosed as Annexure IV.

The details of remuneration paid to the Directors including the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.

30. Management Discussion and Analysis Report

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure V hereto and forms part of this Report.

31. Disclosure under Sexual Harrassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has always been committed to provide a safe and conductive work environment to its employees. Your Director further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. AcknowledgementsYour directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, cooperation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.

FOR AND ON BEHALF OF THE BOARDSRI KRISHNA METCOM LIMITED

Sd/-Place: Ranchi Yogesh Kumar SahuDate: August 23, 2018 Chairman


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Annexure I

FORM NO MGT 9

Extract of Annual Return as on the financial year ended on 31st march, 2018

[Pursuant to section92(3)of the Companies Act, 2013 and rule12(1)of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

i. CIN L15400JH2008PLC013255

ii. Registration Date 31.07.2008

iii. Name of the Company SRI KRISHNA METCOM LIMITED

iv. Category/Sub-Category of the Company Company Limited by Shares/Non-government Company

v.Address of the Registered office and contact details

504, Mangal Murti Heights, 5th Floor Rani Bagan, Harmu Road, Ranchi, Jharkhand-834001

vi. Whether listed company Yes

vii.Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Private LimitedC-101, 1st Floor, 247 Marg, Vikhroli (West),Mumbai-400083Maharashtra, IndiaTel: +912249186200Fax: +912249186195

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the

company

1 Manufacture of Food Products (Food Processing-Paddy/Rice) 1079 100%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name And Address Of The Company

CIN/GLN Holding/ Subsidiary/Associate

%of shares held

ApplicableSection

NA NA NA NA NA


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4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % Change

duringThe

yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total

SharesA. Promoter

1) Indiana) Individual/ HUF NIL 1,26,32,971 1,26,32,971 100 97,32,971 NIL 97,32,971 73.55 26.45b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NILc) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NILd) Bodies Corp NIL NIL NIL NIL NIL NIL NIL NIL NILe) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NILf) Any Other NIL NIL NIL NIL NIL NIL NIL NIL NILSub-total(A)(1):- NIL 1,26,32,971 1,26,32,971 100 97,32,971 NIL 97,32,971 73.55 26.452) Foreigng) NRIs-Individuals NIL NIL NIL NIL NIL NIL NIL NIL NILh) Other-

Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

i) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NILj) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NILk) Any Other…. NIL NIL NIL NIL NIL NIL NIL NIL NILSub-total (A)(2):- NIL 1,26,32,971 1,26,32,971 100 97,32,971 NIL 97,32,971 73.55 26.45

B. Public Shareholding

1. Institutionsa)Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NILb) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NILc) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NILd) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NILe) Venture

Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL

g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NILh) Foreign

Venture Capital Funds

NIL NIL NIL NIL NIL NIL NIL NIL NIL

i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NILSub-total(B)(1) NIL NIL NIL NIL NIL NIL NIL NIL NIL2. State

Government(s)/ President of India

Sub-total(B)(2) NIL NIL NIL NIL NIL NIL NIL NIL NIL


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3. Non Institutionsa) Bodies Corp.

(i) Indian(ii) Overseas


b) Individuals(i) Individual shareholders holding nominal share capital upto Rs.2 lakh

NIL NIL NIL NIL 443946 NIL 443946 3.35 3.35

(ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh


C) NBFCs registered with RBI


d) Employee Trusts


Depositories (holding DRs) (Balancing figure)


c) Others(Specify) NIL NIL NIL NIL 2184054 NIL 2184054 16.50 16.50Hindu Undivided Family:


Raj Kumar Dhanuka (HUF)


Non Resident Indians (Non Repat)


Non Resident Indians (Repat)


Clearing Member NIL NIL NIL NIL 10054 NIL 10054 0.08 0.08Body Corporate: NIL NIL NIL NIL 1396000 NIL 1396000 10.55 10.55Pratyush Foods Private Limited


Current Opinion and Future Trends Private Limited


Ashok Sarkar Realtors LLP


Microsec Capital Limited


Sub-total(B)(3) NIL NIL NIL NIL 3500000 NIL 3500000 26.45 26.45Total Public Shareholding (B)=(B)(1)+ (B)(2)+ B(3)


C. Shares held byCustodian for GDRs & ADRs


Grand Total(A+B+C)

NIL 1,26,32,971 1,26,32,971 100 1,32,32,971 NIL 1,32,32,971 100


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ii. Shareholding of Promoters

SN

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year %

change in share holding during

the year

No. of Shares

% of total Shares of

the compan

y

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

1. Sudhir Prasad Sahu 3,85,663 3.05 NIL 3,85,663 2.91 NIL 0.142. Yogesh Kumar Sahu 26,16,204 20.71 NIL 26,16,204 19.77 NIL 0.943. Gyan Prakash Sahu 28,24,530 22.36 NIL 28,24,530 21.34 NIL 1.024. Binita Sahu 10,75,685 8.51 NIL 4,75,685 3.59 NIL 4.925. Ekta Sahu 12,86,781 10.19 NIL 6,86,781 5.19 NIL 5.006. Krishna Devi 10,57,500 8.37 NIL 1,57,500 1.19 NIL 7.187. Yogesh K Sahu (HUF) 6,24,347 4.94 NIL 3,80,347 2.87 NIL 2.078. Gyan P. Sahu (HUF) 6,16,295 4.88 NIL 3,71,295 2.81 NIL 2.079. Sudhir Pd Sahu (HUF) 21,45,966 16.99 NIL 18,34,966 13.87 NIL 3.12

Total 126,32,971 100 NIL 97,32,971 73.55 NIL 26.45

iii. Change in Promoter’s Shareholding (please specify, if there is no change)

Sr. no

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

1. At the beginning of the year 126,32,971 100 126,32,971 100

2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

(29,00,000)

Decrease due to Initial Public Offering

(26.45) (29,00,000)

Decrease due to Initial Public Offering

(26.45)

3. At the End of the year 97,32,971 73.55 97,32,971 73.55

iv. Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and holders of GDRs and ADRs)

S. No.

Name of the Shareholders Shareholding at the beginning of the year

01.04.2017

Increase /Decrease in shareholding

Cumulative Shareholding at the end

of the year

No. of Shares

%age of total shares

of the Company

Increase Decrease No. of shares


of the Company

1 Pratyush Foods Pvt. Ltd. NIL NIL 3,28,000 NIL 3,28,000 2.482 Raj Kumar Dhanuka (HUF) NIL NIL 3,22,000 NIL 3,22,000 2.433 Current Opinion & Future

Trends Pvt. Ltd.NIL NIL 3,16,000 NIL 3,16,000 2.38

4 Microsec Capital Limited NIL NIL 2,92,000 NIL 2,92,000 2.215 Ashok Sarkar Realtors LLP NIL NIL 2,90,000 NIL 2,90,000 2.196 Pankaj Sultania NIL NIL 98,000 NIL 98,000 0.747 Pankaj Sultania HUF NIL NIL 98,000 NIL 98,000 0.748 Pankaj Sultania Design

Studio Private LimitedNIL NIL 98,000 NIL 98,000 0.74

9 Sparsh Kejriwal NIL NIL 82,000 NIL 82,000 0.6210 Sparsh Kejriwal HUF NIL NIL 82,000 NIL 82,000 0.6211 Praveen Kumar Agarwal NIL NIL 82,000 NIL 82,000 0.6212 Nutrelis Project I. Pvt. Ltd. NIL NIL 68,000 NIL 68,000 0.5113 Vrinda Agarwal NIL NIL 66,000 NIL 66,000 0.5014 Suresh Kumar Kejriwal NIL NIL 58,000 NIL 58,000 0.44


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v. Shareholding of Directors and Key Managerial Personnel

S. No. Name of the Shareholders

Shareholding at the beginning of the year

01.04.2017

Increase /Decrease in shareholding

Cumulative Shareholding at the end of the year 31.03.2018

No. of Shares


of the Company

Increase Decrease No. of shares


of the Company

1. Yogesh Kumar Sahu 26,16,204 20.71 NIL NIL 26,16,204 19.772. Gyan Prakash Sahu 28,24,530 22.36 NIL NIL 28,24,530 21.343. Binita Sahu 10,75,685 8.51 NIL 6,00,000 4,75,685 3.594. Rajesh Agrawal - - 2,000 - 2,000 0.02

5. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Rs. In Lacs

6. REMUNERATIONOFDIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Remuneration to Managing Director, Whole-time Directors and/or ManagerAmount in Rs. Lacs

Sl. No. Particulars of Remuneration MD - Yogesh Kumar Sahu

WTD - Gyan Prakash Sahu

TotalAmount

1. Gross salary(a)Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2)Income-tax Act, 1961

(c)Profits in lieu of salary undersection17(3)Income-taxAct,1961

30.00

0.12

-

30.00

0.12

-

60.00

0.24

-

2. Stock Option NIL NIL NIL3. Sweat Equity NIL NIL NIL4. Commission

- as % of profit- others, specify…

NIL NIL NIL

5. Others, please specify NIL NIL NIL6. Total(A) 30.12 30.12 60.24

Ceiling as per the Act

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

1,824.98NIL NIL

1,824.98

Total(i+ii+iii) 1,824.98 NIL NIL 1,824.98Change in Indebtedness during the financial year- Addition- Reduction

1,821.84(1,506.21)

NIL NIL

1,821.84(1,506.21)

Net Change 315.63 NIL 315.63Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paid iii) Interest accrued but not due

2,140.61 NIL NIL 2,140.61

Total (i+ii+iii) 2,140.61 NIL NIL 2,140.61


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ii. Remuneration to other directorsAmount in Rs. Lacs

iii. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTDAmount in Rs. Lacs

Sl. no. Particulars ofRemuneration

Key Managerial Personnel

CEO CompanySecretary

CFO Total

1. Gross salary(a)Salary as per provisions contained in section 17(1)of the Income-tax Act,1961

(b)Value of perquisites u/s17(2) Income-tax Act, 1961

(c)Profits in lieu of salary under section 17(3)Income-tax Act,1961

NIL

-

-

2.51

-

-

18.00

0.02

-

20.51

0.02

-2. Stock Option NIL NIL NIL NIL3. Sweat Equity NIL NIL NIL NIL4. Commission

- as % of profi-others, specify…

NIL NIL NIL NIL

5. Others, please specify NIL NIL NIL NIL6. Total - 2.51 18.02 20.53

7. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the companies Act

Brief description

Details of Penalty/Pun i shment/Compounding fees imposed

Authority[RD/NCLT/Court]

Appeal made. If any(give details)

A. CompanyPenalty NIL NIL NILPunishment NIL NIL NILCompounding NIL NIL NIL

B. DirectorsPenalty NIL NIL NIL

Punishment NIL NIL NILCompounding NIL NIL NIL

C. Other Officers In DefaultPenalty NIL NIL NILPunishment NIL NIL NILCompounding NIL NIL NIL

Sl. No. Particulars of Remuneration Manish Kumar Mantri

Jeevan Prasad

Binita Sahu

TotalAmount

Independent Directors·Fee for attending board committee meetings·Commission·Others, please specify

0.30--

0.30--

---

0.60--

Total(1) 0.30 0.30 - 0.60Other Non-Executive Directors·Fee for attending board committee meetings·Commission·Others, please specify

-

--

-

--

0.30

--

0.30

--

Total(2) - - 0.30 0.30Total(B)=(1+2) 0.30 0.30 0.30 0.90Overall Ceiling as per the Act


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Annexure IIFORM NO. AOC 2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013

including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basisNONE: DURING THE REPORTING PERIOD, ALL TRANSACTIONS WERE AT ARM’S LENGTH BASIS.(a) Name(s) of the related party and nature of relationship : NA(b) Nature of contracts/arrangements/transactions : NA(c) Duration of the contracts/arrangements/transactions : NA(d) Salient terms of the contracts or arrangements or transactions including the value, if

any : NA(e) Justification for entering into such contracts or arrangements or transactions : NA(f) date(s) of approval by the Board : NA(g) Amount paid as advances, if any: NA(h) Date on which the special resolution was passed in general meeting as required

under first proviso to section 188 : NA

2. Details of material contracts or arrangement or transactions at arm's length basisNONE: DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT.(*As defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and adopted by the Board of Directors in the Related Party Transactions Policy of the Company, “Material Related Party Transaction” means a transaction with a related party if the transaction/ transactions to be entered into individually or taken together with previous transactions during a Financial Year, exceeds 10% of the annual consolidated turnover of the company as per the last audited financial statements of the company.)(a) Name(s) of the related party and nature of relationship : NA(b) Nature of contracts/arrangements/transactions : NA(c) Duration of the contracts/arrangements/transactions : NA(d) Salient terms of the contracts or arrangements or transactions including the value, if

any: NA(e) Date(s) of approval by the Board, if any : NA(f) Amount paid as advances, if any : NA

FOR AND ON BEHALF OF THE BOARDSRI KRISHNA METCOM LIMITED

Sd/-Place: Ranchi Yogesh Kumar SahuDate: August 23, 2018 Chairman


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Annexure IIIForm No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

To, The Members,Sri Krishna Metcom Limited

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices M/S Sri Krishna Metcom Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of M/S Sri Krishna Metcom Limited the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I/we have examined the books, papers, minute books, forms and returns filed and other records maintained by M/S Sri Krishna Metcom Limited (“the Company”) for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;


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(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015

I/we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the National Stock Exchange India of Ltd.;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the followingobservations:

I/we further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I/we further report that during the audit period the company had following event which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, standards etc.

(i) The Company has passed necessary resolutions for change in Designation of Mr. Yogesh Kumar Sahu, Director (DIN: 02139226), from Whole-time Director & CFO to Managing Director, change in Designation of Mr. Gyan Prakash Sahu, Director (DIN: 00194221) from Director to Whole time Director.

(ii) The Company has passed necessary resolutions for appointment of Mr. Rajesh Agrawal as Chief Financial Officer (CFO) and Executive Director.

(iii) The Company passed necessary resolutions for appointment of Ms. Shilpa Burman as Company Secretary and resignation of Ms. Namrata Maheswari as Company Secretary.


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(iv) The Company has made an Initial Public Offering of 35,00,000 Equity Shares at a price of Rs. 55/- each having face value of Rs. 10/- each and premium of Rs. 45/-each during the year under review.

Place: Ranchi For Birendra Banka & Associates,Date: 29.05.2018 Company Secretaries

Sd/-

CS Birendra BankaACS No. 29788C P No. 10774

Note:The report is to be read with our letter with even date which is annexed as Annexure I and forms an integral part of this report.


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Annexure I to the Secretarial Audit Report for the financial year ended 31st March, 2018

To,The MembersSri Krishna Metcom LimitedCIN: L15400JH2008PLC013255504, Mangal Murti Heights, 5th Floor, Rani Bagan, Harmu Road,Ranchi, Jharkhand-834001

Our report of even date is to be read along with this letter;

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Ranchi For Birendra Banka & Associates,Date: 29.05.2018 Company Secretaries

Sd/-CS Birendra BankaACS No. 29788C P No. 10774


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Annexure IV

Details pursuant to section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rule, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

PARTICULARS OF REMUNERATION

A. The Ratio of the Remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year 2017-18:

S. No. Name of Director and Designation Ratio of Median Remuneration

1 Mr. Yogesh Kumar SahuManaging Director

28.99:1

2 Mr. Gyan Prakash SahuWhole-time Director

28.99:1

3 Mr. Rajesh AgrawalWhole-time (Executive) Director

17.39:1

4. Mrs. Binita SahuNon Executive Women Director

NIL

5. Mr. Jeevan PrasadIndependent Director

NIL

6. Mr. Manish Kumar MantriIndependent Director

NIL

B. The Percentage Increase in Remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the Financial Year 2017-18:

S. No. Name of KMP and Designation% increase in

Remuneration

1Mr. Yogesh Kumar SahuManaging Director

384%

2Mr. Gyan Prakash SahuWhole-time Director

1264%

3Mr. Rajesh AgrawalWhole-time (Executive) Director & Chief Finance Officer

NA

4.Ms. Namrata MaheswariCompany Secretary(till January 30th , 2018)

NIL

5.Ms. Shilpa BurmanCompany Secretary(from January 31st, 2018)

NA


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C. The Percentage Increase in the Median Remuneration of Employees in the Financial Year 2017-18: There was an increase of 3% in the median remuneration of employees in the financial year 2017-18.

D. The Number of Permanent Employees on the rolls of Company: 121

E. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: The average increase in salaries of employees other than managerial personnel in 2017-18 was 10%, Percentage increase in the managerial remuneration for the year was 12%.

F. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company’s endeavors to attract, retain, develop and motivate a high performance staff. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.


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Annexure VMANAGEMENT DISCUSSIONS AND ANALYSIS

Indian Economy

The Indian economy showed a mixed trend in 2017-18, with the GDP growth rate registering a subdued trend in the first half but regaining momentum in the second half of the fiscal. The GDP growth for the fiscal was pegged at 6.7%, compared to 7.1% in 2016- 17. The upward momentum in the Indian economy is expected to continue in 2018-19, with the IMF projecting a 7.4% growth rate in the coming fiscal.

On the macroeconomic front, inflation rate, which remained below 4% from April till October 2017, took a sudden upward turn from November onwards, when it rose to 4.88%, peaking at 5.21% in December and decelerating to 4.28% in March 2018. The country’s fiscal deficit is expected to be contained at the revised target of 3.5%,

Rice Outlook

The momentum gained by the rice industry globally in 2016 in terms of increased production continued into 2017, with the world rice production was projected to grow by 0.7% to reach 503.6 million tonnes in 2017-18 (FAO-AMIS estimate). However, USDA and International Grains Council (IGC) have estimated the total production levels in 2017- 18 to be lower at 487.5 million tonnes and 486.2 million tonnes, respectively.

International rice prices have also firmed up since April 2017, thanks to rising demand for imports and production disruptions in the US and Vietnam. The FAO All Rice Price Index (2002-2004=100), which averaged 210 points in mid-July, was up by 6% from April.

Rice production in 2018-19 is forecasted at 493 million tonnes, up from 486 million tonnes in 2017-18. Rice consumption also is forecasted higher, at 493 million tonnes, as against 487 million tonnes in 2017-18.

Indian Scenario

Rice is amongst the most crucial food crops and staple diet for majority of the country’s population. India is the second largest producer and largest exporter of rice. West Bengal, Uttar Pradesh, Andhra Pradesh, Telangana, Punjab, Odisha, Bihar, Jharkhand, Chhattisgarh and Tamil Nadu are amongst the top rice producing states in the country. Fertile soil, adequate monsoon, favourable weather conditions, and appropriate farming skills make rice farming predominant in India.

Rice is the most important cereal food crop of India, accounting for about 40% of the country’s food grain production, occupying 1/4th of the total cropped area of the country. Rice is cultivated across the country and throughout the year, though the crop is mainly grown as a Kharif crop in rainfed areas that receive heavy annual rainfall.

2017-18 Crop Year

A near normal rainfall during the year’s Monsoon and favourable Government policies have helped rice production in 2017-18 crop year to touch a record of 111.01 million tonnes, up by 1.2% from the previous year’s level. However, the trend of continued shrinking of sowing area continued in the current year as well, with the Agricultural ministry estimates showing that rice was sown only in 37.40 million hectares in the kharif season, a decrease of 510,000 hectares compared to the previous season.


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Higher Procurement and Increase in MSP

The total rice procurement by Food Corporation of India (FCI) in the 2017-18 marketing season has been targeted at a higher level of 430 Lacs tonnes, compared to 381 Lacs tone procured in the previous season. The total procurement had reached 350 Lacs tonnes by the end of December 2017.

The government budget announcement on the new MSP pricing formula (1.5 times the cost of production) for the upcoming Indian crop year 2018-19 Kharif season and raises the Minimum Support Price (MSP) for rice to 1750/quintal for both Common varieties of rice which is 13% increase in the MSP for rice over last year, which should further support planting intentions for rice in the upcoming marketing year. Besides, the Government is also expected to further augment rice procurement in the coming marketing season to woo the agitated farming community ahead of elections in some of the North Indian states and the national election.

Unorganised Vs Organised

A major share of regional rice markets in India is accounted by the unorganised sector, despite the spread of modern trade as well as the huge network of branded market to the Tier-2 and Tier-3 cities and towns in the recent years.

Of late, there has been a gradual shift to rice being sold in packs – in lower and higher quantities, following the move by a large number of traders and millers launching their own rice brands, following the footsteps of the big players. Though, the share of branded rice in the overall domestic rice market is small in terms of volume.

The consistent efforts by leading industry players such as SKML to expand its supply and retail chain network to every nook and corner, along with its strategy to wean away consumers from the unorganised sector by launching its branded rice at every price points have contributed significantly in expanding the share of branded rice in regional markets. Changing consumer preferences for better quality rice in convenient packs from stores on the back of their increasing purchasing powers also aided this shift.

Consumption of branded rice is growing more in various regions. To further expand the share of branded rice in regional markets, SKML has started launching regional variants of its brands, produced from the local regions, in some of the selected regional markets. The Company has launched Singham Steam Sonam brand in the Bihar market in 2017-18, which has been well received by consumers in that market.

Outlook The slowly but steadily changing trend of consumers opting for quality and branded rice, along with the initiative of leading industry players such as SKML to launch regional brands at affordable price points augur well for the continued growth of branded rice in the regional markets in the coming years. However, rice being a highly price sensitive item, absence of GST on loose rice being sold could be a dampener in the acceleration of growth rate in branded rice segment.

Our Structure & Overlook:

Our company is in the business of processing of non-basmati and basmati rice in India. We are one of the largest processors of non-basmati and basmati rice with a milling capacity of 350 metric tons per day in the State of Jharkhand.

We have started commercial production in November, 2013. Today our Company is a processor and supplier of the varieties of rice like Long Grain, medium Grain, Short Grain, Minicut, Sharbati, Bansakti, Swarna, Sonam, Katrani ans Sonachur/ Govindbhog etc.


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Our Company has established an ultra Modern highly automated Continuous Buhler’s Swiss Technology Paddy Processing & Rice Milling Plant with a installed capacity of 16 tonnes per hour. We have established ourselves as one of the Industry Leader in a short span of time with a storage capacity of 25000 metric tonnes and milling capacity of 1,26,000 Metric tonnes per year.

We have very strong network of around 400+ wholesalers, semi wholesalers and retailers in Jharkhand, Bihar and Odissa. Majority of these counters are rice counters only and our brand are one of the most acceptable brands by customers in these areas. Out of the above 400+ counters, 30% are wholesalers and rests are semi wholesalers and retailers. We supply rice in Ranchi and surrounding areas in lot size of 5 MT to retailers and 20 MT to wholesalers.

Product Brand

Our brands ‘BABA’, ‘PANCHAKANYA’, ‘SINGHAM’ and ‘MIDDU BHAI’ are well accepted by the ultimate customers for their quality and standard in the market we operate across Eastern India. This also helps us in developing a strong relationship with our wholesalers and retailers as they have to put in minimal effort in selling of our products.

Recognised in Established Customer Base

With our quality products and regular supply, we have earned a huge customer base across Eastern Indian States namely Jharkhand, Bihar, Odisha and West Bengal. The customers are wholesalers and as well as retailers, which reflects the acceptability of products offered by us. We process all types of non-basmati rice for all section of the society, and same is well accepted by our target customers, thereby help us to connect well with our wholesalers and retailers.

RISKS & CONCERNS

Economic Risk

The recent Government announcement on a significant increase in the MSP for rice and some other commodities for the current year is expected to further increase the price of rice in the Indian market. This should help the Company in achieving a higher growth rate in value terms. On the economic front, IMF forecasts Indian GDP growth to be at 7.4% in 2018-19 and 7.8% in 2019-20.

Raw Material Risk

Production of premium quality rice necessitates consistent supply of premium paddy as the key raw material. Inability to procure good quality paddy at right prices can impact production and adversely impact the Company’s profitability.

Risk Mitigation

The continued efforts on the part of the Company to further strengthen its farmer relations, built and nurtured over decades through a well-established contact farming system, insulate it from this risk.

Competition Risk

Rice markets across the globe are witnessing rising competition from unbranded and unorganised players, as well as imitations and private labels.


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Risk Mitigation

The Company’s strategic decision to continuously maintain its quality and supply along with to promote its brands and marketing will yield good premium and help to retain its leadership position. The presence of a wide range of the Company brands at various price points also enables it to grab market share from the unbranded segment. The Company is also making strong penetration into the rural markets by continuously strengthening and expanding its network.

Cost Risk & Risk of High working capital

The nature of Company’s business requires significant storage facilities to store paddy for off season. This involves huge capital which in turn makes the business capital intensive. Inability to compensate for this can lead to decline in margins.

Risk Mitigation

We are branded Non Basmati players and our USP is offering premium similar quality rice yo our customers throughout the year and therefore this became our strength and not weakness.

Regulatory Risk

Any regulatory policies that adversely affect the industry would impact the Company’s business.

Risk Mitigation

The Company’s diversified model with brands catering to bottom of pyramid consumers to super premium consumers insulates it from this challenge.

Climate Dependency Risk

Short fall in rainfall and adverse climatic conditions can adversely impact rice plantation and production.

Risk Mitigation

This being a common issue, the Government has been taking several measures and making heavy investments for water conservation and irrigation systems to increasingly make Indian agriculture less dependent on seasonal rains.


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COMPLIANCE CERTIFICATE

(As per Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

We, Yogesh Kumar Sahu, Chairman & Managing Director and Rajesh Agrawal, Whole time Director & CFO of Sri Krishna Metcom Limited, to the best of our knowledge, information and belief, certify that:

1. We have reviewed Financial Statements and the Cash Flow Statement for the year ended March 31, 2018 and;

a) These Financial Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) These Financial Statements together present, in all material respects, a true and fair view of the Company’s affairs, the financial conditions and results of operations and are in compliance with applicable accounting standards, laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or which violate the Company’s code of conduct.

3. We are responsible for establishing and maintain internal controls over financial reporting by the Company and we have:

a) Designated such controls to ensure that material information relating to the Company, is made known to us by others;

b) Designated or caused to be designated, such internal control systems over financial reporting, so as to provide reasonable assurance regarding the preparation of financial statements in accordance with Generally Accepted Accounting Principles (GAAP);

c) Evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting.

4. During the year, we have disclosed to the Company’s Auditors and the Audit Committee of the Board of Directors:

a) Any change, that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

b) Any significant changes in accounting policies during the year, and that the same have been disclosed appropriately in the notes to the financial statements;

c) Instances of significant fraud, if any, that we are aware especially if any member of management or employee involved in financial reporting related process. No such instances were noticed during the year 2017-18;

d) All significant changes and deficiencies, if any, in the design or operation of internal controls, which could adversely affect the Company’s ability to record, process, summarize and report financial data; and

e) All the material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies.


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5. In the event of any materially significant misstatements or omissions, we will return to the Company that part of any bonus or incentive which was inflated on account of such mistakes or omissions.

6. We affirm that we have not denied any employee, access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to whistleblowers from unfair termination and other unfair or prejudicial employment practices.

7. We further declare that all Board Members and senior managerial personnel have affirmed compliance with the code of conduct for the current year.

sd/- sd/-Place: Ranchi Yogesh Kumar Sahu Rajesh AgrawalDate: 29/05/2018 Chairman & Managing Director Executive Director & CFO


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INDEPENDENT AUDITORS' REPORT

TO,

THE MEMBERS OF SRI KRISHNA METCOM LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of SRI KRISHNA METCOM LIMITED(“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, the cash flow statement and Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company’s preparation of the financial


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statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the relateddisclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its Profit, it's cash flows and the changes in the equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016(“the Order”), issued by the Central Government of India in terms of sub section (11) of section143 of the Companies Act, 2013, we give in the “Annexure A” statements on the matters specified inparagraphs 3 and 4 of the order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, the cash flow statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.


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(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosure regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018.

For N. K. KEJRIWAL & CO.Chartered Accountants

FRN: 004326C

Sd/-Date : 29/05/2018Place : RANCHI

SUMEET KUMARPartner

M.No. : 410224


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“Annexure A” to the Independent Auditors’ Report

The Annexure A referred to in independent auditors’ report paragraph 1 under theheading ‘Report on Other Legal & Regulatory Requirement’ of even date to the members of SRI KRISHNA METCOM LIMITED (“the Company”) on the financial statements as of and for the year ended March 31,2018, we report that:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has a program of verification to cover all the items of Fixed Assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Fixed Assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and building that have been taken on lease and disclosed as Property, Plant & Equipment in the standalone financial statements, the lease agreements are in the name of the Company.

2) (a) The management has conducted the physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013; and therefore provision of clause 3(iii)a, 3(iii)b and 3(iii)c of the said Order are not applicable to the company.

4) The company has not granted any loans or made any investments, or provided any guarantees or securities to the parties covered under section 185 and I86 of the Companies Act, 2013. Therefore the provisions of Clause 3(iv) of the said order are not applicable to the company.

5) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public n accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under. Accordingly paragraph 3(v) of the order is not applicable to the company.

6) We have broadly reviewed the books of accounts relating to materials, labour and other items of the cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148(1) of Companies Act, 2013 and we are of the opinion that prima facie the prescribed


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accounts and records have been made and maintained. We have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Value added Tax, Goods & Service Tax (GST), custom duty, excise duty, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us and on the basis of records of the company, there are no material dues of income tax, sales tax, service tax, goods & service tax, customs duty, excise duty and value added tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in the repayment of dues to any financial institutions, banks and government. The Company does not have any borrowings by way of debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has raised moneys by way of initial public offer and has ustilised the same for the purpose for which they were raised and accordingly, the provisions of clause 3 (ix) of the Order are has been complied with..

10) Based upon the audit procedures performed and the information and explanations given to us, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company as prescribed under section 406 of the act. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.


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15) Based upon the audit procedures performed and the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.


FRN. :004326C


SUMEET KUMARPartner

M.No. : 410224


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“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of SRI KRISHNA METCOM LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sri Krishna Metcom Limited (“The Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the


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preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issues by the Institute of Chartered Accountants of India.


FRN. :004326C


SUMEET KUMARPartner

M.No. : 410224


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Balance Sheet as at 31st March 2018Amount in ₹

Particulars Notes As at March 31 2018

As at March 31 2017

I. EQUITY AND LIABILITIES1. Shareholder's Funds(a) Share Capital 3 13,23,29,710 12,63,29,710(b) Reserves and Surplus 4 7,91,15,380 1,12,25,437

2. Non-Current Liabilities(a) Long Term Borrowings 5 1,34,28,000 3,62,24,000

4. Current Liabilities(a) Short-Term Borrowings 6 20,06,33,144 14,62,74,084(b) Trade Payables 7 10,54,98,694 87,26,051(c) Other Current Liabilities 8 1,14,87,600 73,82,313(d) Short-Term Provisions 9 2,11,11,440 49,68,466Total Equity & Liabilities 56,36,03,968 34,11,30,061II. ASSETS1.Non-Current Assets(a) Property, Plant & Equipment

(i) Tangible assets 10 16,10,26,219 15,73,68,305(ii) Intangible assets - -(iii) Capital work-in-progress 36,00,000 12,06,720

(b) Non Current Investment 11 55,19,523 48,16,696(c) Deffered Tax Assets (Net) 12 35,52,657 26,78,494(d) Long-Term Loans and Advances 13 76,59,539 57,24,539(e) Other Non Current Assets 14 - 11,15,131

2. Current Assets(a) Inventories 15 24,88,76,165 13,94,68,738(b) Trade receivables 16 10,03,43,157 1,46,36,331(c) Cash and cash equivalents 17 32,95,832 38,84,617(d) Other Current Assets 18 2,97,30,876 1,02,30,490Total Assets 56,36,03,968 34,11,30,061Summary of significant accounting policies and other explanatory information

1-32

This is the balance sheet referred to in our report of even date

For: N. K. KEJRIWAL & CO. For and on behalf of the Board of Directors of Sri Krishna Metcom Ltd.Chartered Accountants

Firm Reg. No.: 004326C

Sd/- Sd/- Sd/-CA Sumeet Kumar Yogesh K Sahu Gyan Prakash SahuPartner Chairman & MD Whole-time DirectorM. No.: 410224 DIN:02139226 DIN:00194221

Sd/- Sd/-Place: Ranchi Rajesh Agrawal Shilpa BurmanDate: May 29, 2018 Director & CFO Company Secretary

DIN:06448058 M.No: 52069


10thAnnualReport

Statement of Profit & Loss for the Year Ended on March 31, 2018Amount in ₹

SN Particulars NotesFor the year

ended March 31 2018

For the year ended March 31

2017

I Revenue from Operations 19 2,16,47,61,563 74,94,40,358 Other Income 20 39,02,549 7,16,24,318

Total Revenue (I) 2,16,86,64,112 82,10,64,676

II Expenses:Cost of Materials Consumed 21 1,73,57,87,838 56,52,25,225 Purchase of Stock-in-Trade 22 15,29,40,676 5,45,97,097 Cost Packing Material Consumed 23 2,18,03,309 2,44,23,664 Changes in inventories 24 (13,21,105) (1,11,33,119)Employee Benefit Expenses 25 4,21,88,703 3,74,50,216 Finance Cost 26 1,44,35,489 1,77,50,903 Depreciation and Amortization 27 2,96,93,391 2,96,36,708 Other Expenses 28 11,19,22,757 8,55,91,694

Total Expenses (II) 2,10,74,51,058 80,35,42,388

III Profit before exceptional and extraordinary items and tax

(I-II) 6,12,13,054 1,75,22,288

IV Profit before tax 6,12,13,054 1,75,22,288 V Tax expense:

- Current Tax 2,11,11,440 66,39,554 - Deferred Tax (8,74,163) (8,49,307) - Previous Year Tax 85,834 3,871

VI Profit from the Continuing Operations (IV-V) 4,08,89,943 1,17,28,170

VII Profit for the Year 4,08,89,943 1,17,28,170

VIII Earning Per Equity Share 29 - Basic 3.16 0.93 - Diluted 3.16 0.93

Summary of significant accounting policies and other explanatory information

1-32

This is the profit & loss statement referred to in our report of even date



Sd/- Sd/- Sd/-CA Sumeet Kumar Yogesh K Sahu Gyan Prakash SahuPartner Chairman & MD Whole-time DirectorM. No.: 410224 DIN:02139226 DIN:00194221


DIN:06448058 M.No: 52069


10thAnnualReport

Cash Flow Statement for the Year Ended on March 31, 2018

SN Particulars Current Year Previous Year

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax 6,12,13,054 1,75,22,288Adjustments for:

Depreciation and amortisation 2,96,93,391 2,96,36,708Interest Paid 1,44,35,489 1,77,50,903

Operating profit / (loss) before working capital changes 10,53,41,934 6,49,09,899

Changes in working capital:Adjustments for (increase) / decrease in operating assets:

Inventories (10,94,07,427) (1,29,69,566)Trade receivables (8,57,06,826) (1,00,83,502)Other Current Assets (1,95,00,386) (48,17,257)

Adjustments for increase / (decrease) in operating liabilities:Trade payables 9,67,72,643 (1,18,909)Other current liabilities 41,05,287 8,01,280Short-term provisions 1,61,42,974 35,22,799

Cash generated from operations 77,48,199 4,12,44,744 Net income tax (paid) / refunds (2,11,97,274) (66,43,425)Net cash flow from / (used in) operating activities (A) (1,34,49,075) 3,46,01,319

B. Cash flow from investing activitiesCapital expenditure including capital advances (3,46,29,454) (2,08,93,507)Investment in Fixed Deposit (7,02,827) 52,37,048Increase in Security Deposit (Non Current) (19,35,000) -Net cash flow from / (used in) investing activities (B) (3,72,67,281) (1,56,56,459)

C. Cash flow from financing activitiesProceeds from issue of equity shares 3,30,00,000 -Interest Paid (1,44,35,489) (1,77,50,903)Payment to Long Term Loan (2,27,96,000) (2,27,96,000)Increase / decrease in Short-term Borrowings 5,43,59,060 2,47,08,275Net cash flow from / (used in) financing activities (C) 5,01,27,571 (1,58,38,628)

D. Net increase / (decrease) in Cash and cash equivalents (A+B+C) (5,88,785) 31,06,232

Cash and cash equivalents at the beginning of the year 38,84,617 7,78,385E Cash and cash equivalents at the end of the year 32,95,832 38,84,617

This is the cash flow statement referred to in our report of even date



Sd/- Sd/- Sd/-CA. Sumeet Kumar Yogesh K Sahu Gyan Prakash SahuPartner Chairman & MD Whole-time DirectorM. No.: 410224 DIN:02139226 DIN:00194221


DIN:06448058 M.No:52069


10thAnnualReport

Statement of Changes in Equity for the Year Ended 31st March 2018

Particulars Equity Share Capital

Other EquityTotal EquityShare

Remium Retained Earnings Total

Balance as at April 1, 201612,63,29,710 - (5,02,733) (5,02,733) 12,58,26,977

Profit for the year - - 1,17,28,170 1,17,28,170 1,17,28,170 Other Changes during the year - - - - -

Balance as at March 31, 2017 12,63,29,710 - 1,12,25,437 1,12,25,437 13,75,55,147 Balance as at April 1, 2017 12,63,29,710 - 1,12,25,437 1,12,25,437 13,75,55,147

Share Issued during the year 60,00,000 2,70,00,000 - 2,70,00,000 3,30,00,000 Profit for the year - - 4,08,89,943 4,08,89,943 4,08,89,943 Other Changes during the year - - - - -

Balance as at March 31, 201713,23,29,710 2,70,00,000 5,21,15,380 7,91,15,380 21,14,45,090

This is the statement of changes in equity referred to in our report of even date



Sd/- Sd/- Sd/-CA. Sumeet Kumar Yogesh K Sahu Gyan Prakash SahuPartner Chairman & MD Whole-time DirectorM. No.: 410224 DIN:02139226 DIN:00194221

Sd/- Sd/-Place: Ranchi Rajesh Agrawal Shilpa BurmanDate: May 29, 2018 E. Director & CFO Company Secretary

DIN:06448058 M.No: 52069


10thAnnualReport

Notes forming part of Financial Statement

1. Corporate Information

Sri Krishna Metcom Ltd. (“the Company”) is a public company domiciled in India and incorporated on 31st July 2008 under the provision of the erstwhile Companies Act 1956. The Company is primarily engaged in the business of milling, processing and marketing of rice. The company product portfolio comprises raw rice, steamed rice, parboiled rice and its allied products.

2. Significant accounting policies

a) Basis of preparation

The financial statements of the Company have been prepared under the historical cost convention on an accrual basis of accounting in accordance with the Generally Accepted Accounting Principles in India, including the Accounting Standards specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 as amended. All assets and liabilities have been classified as current or non-current, wherever applicable as per the operating cycle of the Company as per the guidance as set out in Schedule III to the Companies Act, 2013.

b) Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods. Management believes that the estimates made in the preparation of the financial statements are prudent and reasonable.

c) Fixed assets

Fixed assets are recorded at cost of acquisition less accumulated depreciation. Cost of acquisition comprises purchase price and any attributable costs of bringing the assets to their working condition for their intended use.

Capital work-in-progress comprises the cost of fixed assets that are not yet ready for their intended use at the reporting date.

d) Depreciation

Depreciation is provided on written down value method based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013 or the management estimate of the useful life of the asset.

Depreciation on additions is being provided on pro-rata basis from the date of such additions. Similarly, depreciation on assets sold/disposed off during the period is being provided up to the date on which such assets are sold/disposed off.

Leasehold improvements are being depreciated under the straight line method over the primary period of lease or the useful life as estimated by management, whichever is lower.


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e) Investments

Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments.Long-term investments are carried at cost, however, provision for diminution in value is made to record other than temporary diminution in the value of such investments.

f) Inventories

Inventories are valued at lower of average cost and net realizable value.

Inventories are valued as follows:

Raw materials, stores and spares and packing materials

Lower of cost or net realisable value. Cost is determined on Average basis and includes all the cost incurred in bringing the goods to be their present location and condition.

Finished goods

Lower of cost and net realisable value. Cost includes cost of raw materials, direct overheads which are incurred to bring the inventories to their present location and condition.

g) Revenue recognition

Revenue is recognised to the extent that it can be reliably measured and is probable that the economic benefits will flow to the Company.

Sale of goods:

Revenue from sale of goods is recognised when the significant risks and rewards associated with the ownership of the goods are transferred to the customer and is stated net of sales returns, trade discounts and indirect taxes.

Interest:

Income is recognised on a time proportion basis taking into account the amount outstanding and the applicable rate of interest.

Income from services

The Company derives its other operating revenue primarily from service charges and processing charges and the revenue from these services are recognised as revenue when the related services are rendered.

h) Foreign currency transactions

Transactions in foreign currency are recorded at the exchange rates prevailing at the date of the transaction. Exchange differences arising on settlement of foreign currency transactions are recognised in the Profit and Loss Account.Monetary assets and liabilities denominated in foreign currencies and remaining unsettled as at the balance sheet date are translated using the closing exchange rates on that date and the resultant net exchange difference is recognised in the Profit and Loss Account.


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i) Retirement and other employee benefits

Short term benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, wages, bonus etc. are recognised in the Profit and Loss Account in the period in which the employee renders the related service.

Provident fund: The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952 which is a defined contribution plan. Contribution paid/ payable is recognized as an expense in the period in which the services are rendered by the employee.

Gratuity: Gratuity is a post-employment benefit and is in the nature of defined benefit plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation as at the balance sheet date. The defined benefit/obligations calculated at the balance sheet date in line with AS 50 and any gains or losses are recognised immediately in the statement of profit and loss.

j) Borrowing costs

Borrowing costs directly attributable to acquisition or construction of qualifying assets, which necessarily take a substantial period of time to get ready for their intended use are capitalised.

Borrowing cost which are not relatable to qualifying asset are recognised as an expense in the period in which they are incurred.

k) Income taxes

Provision for current income tax is made on the assessable income at the tax rate applicable to the relevant assessment year. Deferred income taxes are recognised for the future tax consequences attributable to timing differences between the financial statement determination of income and their recognition for tax purposes. The effect on deferred tax assets and liabilities of change in tax rates is recognised in income using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. However, deferred tax arising from brought forward losses and depreciation are recognised only when there is virtual certainty supported by convincing evidence that such assets will be realized.

l) Earnings per share

Basic earnings per share is computed by dividing the net profit/ (loss) attribute to equity share holders for the year by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.


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m) Provisions and contingencies

The Company creates a provision when there is a present obligation as a result of past events that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible but not probable obligation or a present obligation that may, but probably will not, entail an outflow of resources. When there is an obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

n) Impairment

The Company on an annual basis makes an assessment of any indicator that may lead to impairment of assets. If any such indication exists, the Company estimates the recoverable amount of the assets. If such recoverable amount is less than the carrying amount, then the carrying amount is reduced to its recoverable amount by treating the difference between them as impairment loss and is charged to the statement of profit and loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

o) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Lease rentals in respect of assets taken on operating lease are charged to the statement of profit and loss on a straight line basis over the lease term.

p) Government grant

Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) it is certain that the ultimate collection will be made. Where the government grants are of the nature of promoters’ contribution, i.e., they are given with reference to the total investment in an undertaking or by way of contribution towards its total capital outlay, it is recognised as capital reserve which can be neither distributed as dividend nor considered as deferred income

q) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank, cash on hand and short term investments with an original maturity of three months or less.


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3. Share Capital Amount in ₹

Particulars As at March 31 2018 As at March 31 2017 Number Amount Number Amount

Authorised CapitalEquity Shares of Rs.10.00 each 1,75,00,000 17,50,00,000 1,75,00,000 17,50,00,000 Total 17,50,00,000 17,50,00,000

Issued & SubscribedEquity Shares of Rs.10.00 each 1,32,32,971 13,23,29,710 1,26,32,971 12,63,29,710 Total 13,23,29,710 12,63,29,710

Paid UpEquity Shares of Rs.10.00 each fully paid up 1,32,32,971 13,23,29,710 1,26,32,971 12,63,29,710

Total 1,32,32,971 13,23,29,710 1,26,32,971 12,63,29,710

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting yearAmount in ₹

Particulars As at March 31 2018 As at March 31 2017 Number Amount Number Amount

Equity Shares at beginning of the year 1,26,32,971 12,63,29,710 1,26,32,971 12,63,29,710 Add: Equity Share issued during the year 6,00,000 60,00,000 - - Equity Share at end of Year 1,32,32,971 13,23,29,710 1,26,32,971 12,63,29,710

b) Terms/rights attached to equity sharesThe Company has only one class of equity shares having the par value of Rs.10 per share (previous year Rs.10 per share). Each holder of equity share is entitled to one vote per share.

During the year ended March 31, 2018 the amount of per share dividend recognised as distributions to equity shareholders was Nil per share (previous year Nil per share).

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after payment of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Details of shareholders holding more than 5% of the equity shares of the CompanyAmount in ₹

ParticularsAs at March 31 2018 As at March 31 2017

Nos of Shares held % Holding Nos of Shares held % Holding

Gyan Prakash Sahu 28,24,530 21.34 28,24,530 22.36Yogesh Kumar Sahu 26,16,204 19.77 26,16,204 20.71Sudhir Prasad Sahu (HUF) 18,34,966 13.87 21,45,966 16.99Ekta Sahu 6,86,781 5.19 12,86,781 10.19Binita Sahu 4,75,685 3.59 10,75,685 8.51Krishna Devi 1,57,500 1.19 10,57,500 8.37Yogesh Kumar Sahu (HUF) 3,80,347 2.87 6,24,347 4.94Gyan Prakash Sahu (HUF) 3,71,295 2.81 6,16,295 4.88


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4. Reserve & Surplus Amount in ₹

Particulars As at March 31 2018

As at March 31 2017

Surplus/(Deficit) in Statement of Profit & LossOpening Balance 1,12,25,437 (5,02,733)Add: Profit for the period 4,08,89,943 1,17,28,170

Share Premium 2,70,00,000 - Total 7,91,15,380 1,12,25,437

5. Long Term Borrowings Amount in ₹


As at March 31 2017

Secured:Term Loan (I) - From Banks 93,28,000 2,51,64,000 Term Loan (II) - From Banks 41,00,000 1,10,60,000 Total 1,34,28,000 3,62,24,000

6.Short-Term Borrowings Amount in ₹


As at March 31 2017

Secured:Cash Credit Loan - from Banks 9,92,71,177 5,80,13,153 Warehouse Receipt Loans - From Banks 7,85,65,967 6,54,64,931 Current Portion of Long Term Loan 2,27,96,000 2,27,96,000 Total 20,06,33,144 14,62,74,084

7. Trade Payable Amount in ₹


As at March 31 2017

Sundry creditors 10,54,98,694 87,26,051 Total 10,54,98,694 87,26,051

8. Other Current Liabilities Amount in ₹


As at March 31 2017

Staff Welfare Fund 1,48,775 38,860 Audit Fee Payble 1,37,292 72,292 Duties & Taxes 31,02,258 3,47,178 Gratuity Obligation Provision 5,37,939 3,77,017 Expenses Payable 75,61,336 65,46,966 Total 1,14,87,600 73,82,313

9.Short-Term Provisions Amount in ₹


As at March 31 2017

Provision for Taxation 2,11,11,440 49,68,466 Total 2,11,11,440 49,68,466


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10. Property, Plant & Equipment Amount in ₹

ParticularsLease Hold Land

Building Plant & Machinery

Furniture & Fixtures

Office Equipme

ntsVehicles Capital

WIP Total

Gross Block:Balance as on 31.03.2017 36,45,217 2,66,25,621 23,77,17,475 10,00,550 5,81,569 16,74,686 12,06,720 27,24,51,838

Additions - 64,01,521 2,22,51,396 1,65,445 1,59,559 32,58,253 36,00,000 3,58,36,174Deletion - - - - - - 12,06,720 12,06,720Balance as on 31.03.2018 36,45,217 3,30,27,142 25,99,68,871 11,65,995 7,41,128 49,32,939 36,00,000 30,70,81,292

Accumulated Depreciation:Balance as on April 1, 2017 4,86,029 71,54,579 10,51,08,296 3,58,743 4,22,348 3,46,818 11,38,76,813

for the period 1,21,507 19,28,424 2,55,17,598 1,85,292 1,55,785 6,69,654 2,85,78,260Balance 31.03.2018 6,07,536 90,83,003 13,06,25,894 5,44,035 5,78,133 10,16,472 - 14,24,55,073

Net Block:Balance as at 31.03.2017 31,59,188 1,94,71,042 13,26,09,179 6,41,807 1,59,221 13,27,868 12,06,720 15,85,75,025

Balance as at 31.03.2018 30,37,681 2,39,44,139 12,93,42,977 6,21,960 1,62,995 39,16,467 36,00,000 16,46,26,219

11. Non Current Investment Amount in ₹


As at March 31 2017

Fixed Deposit 42,74,885 37,24,886 Accrued Interest 12,44,638 10,91,810 Total 55,19,523 48,16,696

12.Deferred Tax Assets Amount in ₹


As at March 31 2017

Deferred Tax assets due to depreciation timing diff 35,52,657 26,78,494 Total 35,52,657 26,78,494

13.Long-Term Loans & Advances Amount in ₹


As at March 31 2017

Security Deposits 76,59,539 57,24,539 Total 76,59,539 57,24,539

14. Other Non Current Assets Amount in ₹


As at March 31 2017

Preliminary Expense 31,600 63,200 Less: Written off During the Year (31,600) (31,600)

Pre- Operative Expenses 10,83,531 21,67,061 Less: Written off During the Year (10,83,531) (10,83,530)Total - 11,15,131


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15. Inventory Amount in ₹


As at March 31 2017

Raw Material 18,68,81,661 7,98,62,650 Finished Goods 4,01,87,485 3,88,66,380 Stores & Spares 1,98,56,700 1,44,74,750 Packing Material 19,50,319 62,64,958 Total 24,88,76,165 13,94,68,738

16. Trade Receivables Amount in ₹


As at March 31 2017

Outstanding for more than six monthsUnsecured, Considered Good : - - OthersUnsecured, Considered Good : 10,03,43,157 1,46,36,331 Total 10,03,43,157 1,46,36,331

17. Cash & Cash Equivalent Amount in ₹


As at March 31 2017

Cash in hand 22,30,005 4,90,007 Balances with banks 10,65,827 33,94,610 Total 32,95,832 38,84,617

18. Other Current Assets Amount in ₹


As at March 31 2017

Income tax Refundable 9,68,620 7,18,620 Advance Income Tax 2,11,55,000 38,29,770 TDS Receivable 34,138 14,29,446 Prepaid Insurance / Expenses 12,95,718 11,12,617 Staff Advance (32,312) 2,02,309 Security Deposits 7,50,000 6,50,000 CMR Receivables 55,59,712 22,87,728 Total 2,97,30,876 1,02,30,490

19. Revenue from Operations Amount in ₹

ParticularsFor the year

ended March 31 2018

For the year ended March 31 2017

Sale of products 2,16,47,61,563 74,94,40,358 Total 2,16,47,61,563 74,94,40,358


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20. Other Income Amount in ₹

Particulars For the year ended March 31 2018


Interest on FDR & Security Deposit 3,95,283 5,66,385 Misc. Income 35,07,266 9,13,659 Job Work Charges - 7,01,44,274 Total 39,02,549 7,16,24,318

21. Cost of Material Consumed Amount in ₹



Opening stock 7,98,62,650 8,14,88,400 Add: Purchases 1,84,28,06,849 56,35,99,475 Less: Closing stock (18,68,81,661) (7,98,62,650)Total 1,73,57,87,838 56,52,25,225

22. Purchase of Stock in Trade Amount in ₹



Purchase Finished Goods 15,29,40,676 5,45,97,097 Total 15,29,40,676 5,45,97,097

23. Cost of Packing Material Amount in ₹



Opening stock 62,64,958 77,12,818 Add: Purchases 1,74,88,670 2,29,75,804 Less: Closing stock (19,50,319) (62,64,958)Total 2,18,03,309 2,44,23,664

24. Change in Inventories Amount in ₹



Inventories at the end of the year:Finished goods 4,01,87,485 3,88,66,380

4,01,87,485 3,88,66,380 Inventories at the beginning of the year:Finished goods 3,88,66,380 2,77,33,261

3,88,66,380 2,77,33,261 Total (13,21,105) (1,11,33,119)

25. Employment Benefit Expenses Amount in ₹



Salaries and Wages 4,16,56,157 3,66,74,204 Provident Fund 3,71,624 3,98,995 Gratuity 1,60,922 3,77,017 Total 4,21,88,703 3,74,50,216


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26. Finance Cost Amount in ₹



Bank Interest 1,44,35,489 1,77,50,903 Total 1,44,35,489 1,77,50,903

27. Depreciation and Amortisation Amount in ₹



Provision for Depreciation (as per Schedule 10) 2,85,78,260 2,85,21,578 Pre Operative Expense W/Off 10,83,531 10,83,530 Preliminary Expense W/Off 31,600 31,600 Total 2,96,93,391 2,96,36,708

28. Other Expenses Amount in ₹



Power & Fuel 4,87,63,729 4,62,10,862Consumption of Stores and Spare Parts 1,14,39,860 80,25,044Repairs and Maintenance - Building 2,00,182 4,55,171Repairs and Maintenance - Machinery 20,84,435 12,07,512Repairs and Maintenance - Vehicles 93,683 73,282Repairs and Maintenance - Computer 2,40,565 52,800Repairs and Maintenance - General 1,29,696 8,200Rent including Lease Rentals 41,66,295 32,14,507Directors Remuneration 78,00,000 12,80,000Insurance 6,37,505 5,66,371Registration, Rates and Taxes 3,48,539 5,54,116Postage, Telephone & Communication 4,22,672 3,05,900Travelling and Conveyance 41,13,730 15,88,798Printing and Stationery 1,21,120 1,96,252Commission & Brokerage 52,08,633 18,26,118Charity & Donations 1,10,557 73,096Legal & Professional Charges 11,98,234 11,09,234Audit Fees 75,500 50,500Bank Charges 6,88,150 7,95,244Carriage Outward 1,77,96,236 88,40,444Brand Loyalty 2,50,000 2,54,000CMR Processing and other Expenses 5,49,651 11,48,284Advertisement and Promotion 3,17,663 2,81,015Security Guard 11,66,556 19,44,219Staff Welfare 13,87,663 18,77,460Sitting Fee 60,000 1,75,000Initial Public Issue & Market Making 6,71,918 -Wastage Disposal & Farming 9,71,734 20,93,710Miscellaneous Expenses 9,08,251 13,84,555Total 11,19,22,757 8,55,91,694


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29. Earnings per share Amount in ₹



Profit as per Profit and loss Statement 4,08,89,943 1,17,28,170Weighted average number of equity shares in calculating basic and diluted EPS 1,29,38,724 1,26,32,971

Basic earnings per share 3.16 0.93

30. Contingent Liabilities Amount in ₹Particulars As at March 31 2018 As at March 31 2017Claim not acknowledged as debt:Liabilities relating to Bank Guarantees 51,53,000 65,53,000Disputed Liability under Income Tax 2,63,566 -Total 54,16,566 65,53,000

31. Related Party DisclosureRelated Party in terms of Accounting Standard 18 and as per Companies Act 2013 are given below:Name of Related Party RelationMr. Yogesh Kumar Sahu DirectorMr. Gyan Prakash Sahu DirectorMrs. Binita Sahu DirectorMr. Sudhir Prasad Sahu Father of DirectorBABA RICE MILL Yogesh Kumar Sahu, ProprietorSRI KRISHNA RICE MILL Gyan Prakash Sahu, ProprietorPanchakanya Trading Sudhir Prasad Sahu, ProprietorMrs. Ekta Sahu Wife of Director Gyan Prakash SahuPanchakanya Agriline Partner: Director Yogesh Kumar SahuSanskriti Agro Products Partner: Sudhir Pd Sahu, Brother of Director

Sri Krishna Agro Product Partner: Director Gyan Prakash Sahu & Yogesh Kumar Sahu

Sri Krishna Agri Link Partner: Director Gyan Prakash Sahu & Sudhir Pd Sahu

Amount in ₹

Transactions during the year with related parties For the year ended March 31 2018


Purchase from - Baba Rice Mill 13,10,37,181 88,51,250 Purchase from - Sri Krishna Rice Mill 2,21,86,550 66,47,320 Purchase from - Panchakanya Trading 8,51,98,959 3,07,48,321 Sale to - Baba Rice Mill 12,57,48,848 3,57,97,259 Sale to - Sri Krishna Rice Mill 13,45,260 50,19,059 Rent paid to - Mrs. Binita Sahu 5,70,000 5,70,000 Rent paid to - Mrs. Ekta Sahu 5,33,280 5,33,280 Rent paid to - Mr. Sudhir Prasad Sahu 1,80,000 1,02,000 Job Charges from - Panchakanya Trading - 4,40,13,353 Remuneration Paid to - Mr Gyan Prakash Sahu 30,00,000 2,28,500 Remuneration Paid to - Mr Yogesh Kumar sahu 30,00,000 6,20,000 Remuneration Paid to - Mr Sudhir Prasad Sahu - 20,000 Sale to - Panchakanya Agri Line 74,23,820 - Sale to - Sanskriti Agro Product 42,97,039 - Sale to - Sri Krishna Agro Product 92,62,670 - Purchase to - Sanskriti Agro Product 94,70,197 - Purchase to - Sri Krishna Agri Link 49,87,030 - Purchase to - Sri Krishna Agro Product 64,41,692 - Purchase to - Panchakanya Agri Line 1,07,50,784 -


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32. Information pursuant to provisions of paragraph 5 of Part II of Schedule III of the Companies Act, 2013:

(a) Expenditure in foreign currency (on accrual basis) Amount in ₹


ended March 31 2018

For the year ended March

31 2017 Capital Expenditure 58,63,500 - Revenue Expenditure - -

(b) Raw material consumed Amount in ₹


ended March 31 2018


31 2017 Indigenous 1,73,57,87,838 56,52,25,225 Imported - -

(c) Packing material consumed Amount in ₹


ended March 31 2018


31 2017 Indigenous 2,18,03,309 2,44,23,664 Imported - -

(e) Consumable and spares Amount in ₹


ended March 31 2018


31 2017 Indigenous 1,14,39,860 80,25,044 Imported - -

(f) Earning in foreign currency Amount in ₹


ended March 31 2018


31 2017 Earning in Foreign Currency - -


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SRI KRISHNA METCOM LIMITEDCIN: L15400JH2008PLC013255

504, MANGAL MURTI HEIGHTS, 5TH FLOOR, RANI BAGAN, HARMU ROAD,RANCHI, JHARKHAND-834001

PROXY FORMTenth Annual General Meeting

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rule, 2014]

CIN L15400JH2008PLC013255

Name of the Company Sri Krishna Metcom Limited

Registered Office 504, Mangal Murti Height, Harmu Road, Ranchi- 834001 Jharkhand

Name of the Member(s)

Registered Address

Email Id

Folio No./ Client ID

DP ID

I/We being the member(s) of -------- shares of the above named Company, hereby appoint

1 Name

Address

E-Mail IDSignature

of failing him

2 Name

Address

E-Mail ID

SignatureOf failing him

Of failing him

3 Name

Address

E-Mail ID

SignatureOf failing him

Of failing him


10thAnnualReport

As my / our proxy to attend or vote (on a poll) for me/ us and on my / our behalf at the 10th

Annual General Meeting of the Company to be held on Friday September 28th , 2018 at Hotel Raj Residency, Kutchery Chowk, Ranchi – 834001, Jharkhand and at any adjournment thereof in respect of such resolution as are indicated below:

S. No.

Resolutions For Against Abstain

Ordinary business1 To consider and adopt audited Financial Statement,

Reports of the Board of Directors and Auditors2 To consider the appointment of M/S Agrawal Shukla & co.,

Chartered Accountants as Statutory Auditor of the Company

3 To re-appoint Mrs. Binita Sahu as non executive director of the company

Special business4 To approve the modification in managerial remuneration

of Mr. Yogesh Kumar Sahu, Chairman & Managing Director, Mr. Gyan Prakash Sahu, Whole-time Director & Mr. Rajesh Agrawal, Executive Director and Chief Financial Officer (CFO)

Signed this ------- day of -----------2018.

Signature of Shareholder-----------------

Signature of Proxy holder(s) -------------

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of business.

Affix Revenue Stamp


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NOTES:


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Route MAP

SRI KRISHNA METCOM LIMITED

Registered Office:504, Mangal Murti HeightRani Bagan, Harmu Road

Ranchi -834001, JharkhandPh: +91 651 228583

E.: [email protected]

Factory:Unit 1, Bandheya,

Lodhma Road, Piska Nagri – 835303,

Dist. Ranchi, Jharkhand

Unit 2, BRM Leased Unit Bandhtoli (Tikratoli)

Piska Nagri – 835303, Dist. Ranchi, Jharkhand

Unit 2A, SKRM Leased Unit Bandhtoli (Tikratoli)


Unit 2B, SRM Leased Unit Bandhtoli (Tikratoli)


SRI KRISHNA METCOM LIMITED · Common varieties of rice in 2017-18 from that of Rs. 1470 /quintal....

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