Dear Members
Your directors? have pleasure in presenting the 23rd
Annual Report and Audited Financial Statements of Advance Agrolife Limited for the year
ended March 31, 2025.
1. FINANCIAL RESULTS
The Company?s financial performance for the financial year ended
March 31, 2025, is summarized below:
| Particulars |
For the year ended March 31,2025 |
For theyear ended March 31,20247 |
| Profit before depreciation, exceptional items & Tax |
428.12 |
366.75 |
| Less: Depreciation, amortization, impairment, and
obsolescence |
76.12 |
33.85 |
| Profit before tax |
352.00 |
332.90 |
| Less: Tax Expenses |
|
|
| Current Tax |
97.43 |
88.57 |
| Earlier Year Tax |
- |
0.02 |
| Deferred Tax |
(1.81) |
(3.01) |
| Net profit after tax |
256.38 |
247.32 |
| No. of Equity Shares |
45.00 |
45.00 |
| EPS (Basic) (Rs.) |
5.70 |
5.50 |
| EPS (Diluted) (Rs.) |
5.70 |
5.50 |
The Company has not transferred any amount from profit and loss to
general reserve during FY 2024-25.
2. RESULT OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, the Company?s strong growth momentum
continued and the Revenue from Operations for the financial year 2024-25 recorded at
5028.76 million, marking a 9.98% increase over the previous financial year.
During the year under review, company has converted from "Private
Limited "to "Limited" and its name has been changes from "ADVANCE
AGROLIFE PRIVATE LIMITED" to "ADVANCE AGROLIFE LIMITED" pursuant to the
fresh Certificate of Incorporation issued by ROC dated December 04, 2024.
Furthermore, the Company intends to list its equity shares on one or
more stock exchanges. For this purpose, the Company proposes to undertake an initial
public offering of Equity Shares, the Company has restated its financial statements in
accordance with applicable requirements. These restated financials were duly adopted at
the Board meeting held on March 21, 2025, for the purpose of inclusion in the Draft Red
Herring Prospectus (DRHP), which was subsequently filed with the Main Board.
The Company intends to undertake the Offer and list the Equity Shares
at an opportune time, in consultation with the book running lead managers and other
advisors, subject to applicable regulatory approvals. For the same
company has submitted DRHP with the concerned authority.
The Profit before tax is Rs. 354. 20 million for the financial year
under review as against 332.90 million for the previous financial year. The profit after
tax is 261.43 million for the financial year under review as against 247.32 million for
the previous financial year, registering an increase of 5.71%.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there were no change in the nature of
business of the Company.
4. DIVIDEND
The Directors does not recommend any Dividend for the financial year
2024-25 and have decided to retain the profits for further expansion of business.
5. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, there are no subsidiaries, associate
companies and joint venture companies as on the date of the closure of the financial year.
Accordingly, the requirement to report on the performance and financial position of such
entities is not applicable.
6. SHARE CAPITAL
During the year under review, there have been significant developments
subsequent to the last reporting period. The Share capital of the Company has been
increased he details of which are described below:-
Disclosure of Changes in Share Capital during the year:-
| EQUITY SHARE |
|
Changes during the Financial
Year 2024-25 |
| CAPITAL |
|
Date |
Event |
Change during the year |
As on 31.03.2025 |
| AUTHORISED SHARE CAPITAL |
Rs. 45000000 (Divided into 45,00,000 Nos. of Equity Shares of
Rs. 10/- each.) |
13.11.2024 |
An EGM held on 13.11.2024 to transact the increase in
authorised share capital of the company |
Increased in Capital (Divided into 7,05,00,000/-Nos. of
Equity Shares of Rs. 10/- each.) |
Rs. 75,00,00,000/- (Divided into 7,50,00,000 Nos. of Equity
Shares of Rs. 10/- each.) |
|
|
Date |
Event |
Change during the year |
|
| ISSUED, SUBSCRIBED AND PAID UP SHARE CAPIAL |
Rs. 45000000 (Divided into 45,00,000 Nos. of Equity Shares of
Rs. 10/- each.) |
20.02.2025 |
Allotment of Bonus issue of equity shares dated 20.02.2025 |
Increased in paid up share Capital by allotment of
4,05,00,000Nos. of Equity Shares of Rs. 10/- each. as bonus shares in proportion of _ ( 9
) new equity shares for every ( 1 ) Equity Shares |
Rs. 45,00,00,000/- (Divided into 4,50,00,000 Nos. of Equity
Shares of Rs. 10/- each.) |
The Company has complied with all applicable provisions of the
Companies Act, 2013 and rules made thereunder in respect of the above changes in share
capital.
7. COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
During the year under review, pursuant to provisions under section
134(3)(e), NRC has formulated a policy on Directors? appointment and remuneration
including recommendation of remuneration of the key managerial personnel and senior
management personnel, and the criteria for determining qualifications, positive
attributes, and independence of a Director.
Nomination and Remuneration Policy is also disclosed on the
Company?s website at https://advanceagrolife.com/assets/
web/investors/policies/Nomination%20and%20Remuneration%20Policy.pdf.
8. BOARD OF DIRECTORS AND KMP
a) Board of Directors
The Company recognizes and embraces the importance of a diverse Board
in its success. The members of the Board are eminent persons of proven competence and
integrity. Besides experience, strong financial acumen, strategic astuteness and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation. Further, they assist the Board to
discharge their functions from time to time.
The composition of the Board is in conformity with Section 149 of the
Companies Act, 2013. Further, as of March 31, 2025, the Board comprises six Directors:
| Name of Director |
Designation |
DIN |
| Om Prakash Choudhary |
Chairman & Managing Director |
01004122 |
| Kedar Choudhary |
Whole-time director |
06905752 |
| Narendra Choudhary |
Executive Director |
10410584 |
| Seema Singh |
Non-Executive Independent Director |
10042852 |
| Manjit Singh Kochar |
Non-Executive Independent Director |
08298764 |
| Rakesh Verma |
Non-Executive Independent Director |
02242428 |
b.) Changes in our Board during the year under review:-
During the financial year under review, there were changes in the Board
of directors of our Company as set forth below.
| Name of Director |
Date of Change |
Nature of Event |
| Ravindra Raghunath Joshi |
5-Nov-24 |
Appointment as Independent Director |
| Manjit Singh Kochar |
5-Nov-24 |
Appointment as Independent Director |
| Manisha Choudhary |
5-Nov-24 |
Appointment as Non-Executive Director |
| Narendra Choudhary |
30-Sep-24 |
Change in Designation to Executive Director |
| Rakesh Verma |
13-Feb-25 |
Appointment as Independent Director |
| Seema Singh |
13-Feb-25 |
Appointment as Independent Director |
| Om Prakash Choudhary |
13-Feb-25 |
Change in designation to Chairman and Managing Director |
| Kedar Choudhary |
13-Feb-25 |
Change in Designation to Whole-Time Director |
| Manisha Choudhary |
29-Jan-25 |
Resignation |
| Ravindra Raghunath Joshi |
29-Jan-25 |
Resignation |
c.) Changes in Key Managerial Personnel and Senior Management Personnel
During the year under review, there are changes in our Key Managerial
Personnel as set forth below.
| Name of KMP/SMP |
Date |
Nature of Event |
Reason |
| Nisha Gupta |
12-Feb-25 |
Appointment as Company Secretary and Compliance Officer. |
Appointment |
| Mewa Ram Mehta |
12-Feb-25 |
Appointment as Chief Financial Officer |
Appointment |
d.) DIRECTOR LIABLE TO RETIRE BY ROTATION:
Pursuant to the provisions of the Section 152 of the Companies Act,
2013 read with the Articles of Association of the Company, the directors were identified
for liable to retire by rotation by passing the resolution in the meeting of board members
dated February 20th, 2025.
Mr. Om Prakash Choudhary, Chairman and Managing Director of the Company
who is serving as a director in a Company since November 29, 2005 being liable to retire
by rotation at the forthcoming 23rd Annual General Meeting (AGM) and being
eligible, have offered themselves for their re-appointment. Their re-appointment is being
placed for seeking your approval at the AG M.
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
a) Board Meeting
The Board of Directors duly met 21 times during the year under review
on the dates mentioned in below table and the necessary quorum was present for all the
meetings. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
| No. of Board meeting for FY 2024-25 |
Date of Board meeting |
No. of members entitled to attend |
No. of members attended |
| 1 |
07.05.2024 |
3 |
3 |
| 2 |
13.05.2024 |
3 |
3 |
| 3 |
18.05.2024 |
3 |
3 |
| 4 |
30.05.2024 |
3 |
3 |
| 5 |
06.06.2024 |
3 |
3 |
| 6 |
15.06.2024 |
3 |
3 |
| 7 |
19.06.2024 |
3 |
3 |
| 8 |
28.06.2024 |
3 |
3 |
| 9 |
14.08.2024 |
3 |
3 |
| 10 |
05.09.2024 |
3 |
3 |
| 11 |
05.10.2024 |
3 |
3 |
| 12 |
16.10.2024 |
3 |
3 |
| 13 |
19.10.2024 |
3 |
3 |
| 14 |
25.11.2024 |
6 |
4 |
| 15 |
26.11.2024 |
6 |
4 |
| 16 |
31.12.2024 |
6 |
4 |
| 17 |
13.01.2025 |
6 |
4 |
| 18 |
12.02.2025 |
4 |
4 |
| 19 |
20.02.2025 |
6 |
6 |
| 20 |
21.03.2025 |
6 |
6 |
| 21 |
31.03.2025 |
6 |
6 |
| S. Name of the Director No. |
DIN |
Board Meetings during the year 2024-25 |
% of Attendance |
|
|
|
Held |
Attended |
| 1 Mr. Om Prakash Choudhary |
01004122 |
21 |
21 |
100% |
| 2 Mr. Kedar Choudhary |
06905752 |
21 |
21 |
100% |
| 3 Mr. Narendra Choudhary |
10410584 |
21 |
21 |
100% |
| 4 Mrs. Manisha Choudhary |
10813489 |
4 |
4 |
100% |
| 5 Mr. Manjit Singh Kochar |
08298764 |
8 |
4 |
50% |
| 6 Mr. Ravindra Raghunath Joshi |
10813653 |
3 |
0 |
0% |
| 7 Mrs. Seema Singh |
10042852 |
3 |
3 |
100% |
| 8 Mrs. Rakesh Verma |
02242428 |
3 |
3 |
100% |
b.) Members Meeting:
| S. No. Type of meeting |
Date of meeting |
Total Number of Members entitled to
attend meeting |
Number of Members attended |
% of total shareholding of members
attended |
| 1. Annual General Meeting |
September 30, 2024 |
12 |
12 |
100% |
| 2 Extra-ordinary General meeting |
July 20, 2024 |
12 |
12 |
100% |
| 3 Extra-ordinary General meeting |
November 05, 2024 |
12 |
12 |
100% |
| 4 Extra-ordinary General meeting |
November 13, 2024 |
12 |
12 |
100% |
| 5 Extra-ordinary General meeting |
February 13, 2025 |
12 |
12 |
100% |
| 6 Extra-ordinary General meeting |
March 22, 2025 |
12 |
12 |
100% |
Composition, Meetings & Attendance: -
During the year 2024-25, one meeting of Independent directors was held
on 31.03.2025.
| S. Name No. |
Category |
Status as on 31/03/2025 |
Meetings held during their tenure |
Number of meetings attended |
| 1 Mr. Manjit Singh Kochar |
ID |
Member |
1 |
1 |
| 2 Mrs. Seema Singh |
ID |
Member |
1 |
1 |
| 3 Mrs. Rakesh Verma |
ID |
Member |
1 |
1 |
10. Committees of the Board of directors
During the year under review, the Company had following committees: -
• Audit Committee
• Nomination & Remuneration committee
• Stakeholder Relationship Committee
• Corporate Social Responsibility Committee
The details of all the committees of the Board along with their
composition and meetings held during the year are provided as under:
AUDIT COMMITTEE: -
The audit Committee of the Company was duly constituted as per the
applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 on March 21,
2025. It comprises of 3 members, the majority of them being an Independent director of the
Company.
Composition, Meetings & Attendance: -
During the year under review, two meeting of audit committee was held
on dated 23.03.2025 and 31.03.2025.
| S. K. Name No. |
Category |
Status as on 31/03/2025 |
Meetings held during their tenure |
Number of meetings attended |
| 1 Mrs. Rakesh Verma |
Independent and Non-Executive Director |
Chairperson |
2 |
2 |
| 2 Mrs. Seema Singh |
Independent and Non-Executive Director |
Member |
2 |
2 |
| 3 Mr. Om Prakash Choudhary |
Chairman & Managing Director |
Member |
2 |
2 |
NOMINATION AND REMUNERATION COMMITTEE: -
The NRC Committee of the Company was duly constituted as per the
applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 as on March
21, 2025. It comprises of 3 members.
Composition, Meetings & Attendance: -
During the year under review, one meeting of Nomination and
Remuneration Committee was held on dated 31.03.2025.
| S. K. Name No. |
Category |
Status as on 31/03/2025 |
Meetings held during their tenure |
Number of meetings attended |
| 1 Mrs. Seema Singh |
Independent and Non-Executive Director |
Chairperson, |
1 |
1 |
| 2 Mrs. Rakesh Verma |
Independent and Non-Executive Director |
Member |
1 |
1 |
| 3 Mr. Manjit Singh Kochar |
Independent and Non-Executive Director |
Member |
1 |
1 |
STAKEHOLDER RELATIONSHIP COMMITTEE: -
The SRC Committee of the Company was duly constituted as per the
applicable provisions of the Companies Act and SEBI (LODR) Regulations, 2015 as on March
21, 2025. It comprises of 3 members. In addition, a meeting of the Committee was held
during the financial year 2024-25.
Composition, Meetings & Attendance: -
During the year under review, one meeting of Stakeholder relationship
Committee was held on dated 31.03.2025.
H=?100%? cellpadding=?2?>
| S. Name No. |
Category |
Status as on 31/03/2025 |
Meetings held during their tenure |
Number of meetings attended |
| 1 Mr. Manjit Singh Kochar |
Independent and Non-Executive Director |
Chairperson, |
1 |
1 |
| 2 Mr. Om Prakash Choudhary |
Chairman & Managing Director |
Member |
1 |
1 |
| 3 Mr. Kedar Choudhary |
Wholetime director |
Member |
1 |
1 |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: -
The CSR Committee of the Company was constituted on dated 27.06.2020
and has been re-constituted as per the applicable provisions of the Companies Act as on
March 21, 2025. It comprises of 3 members. In addition, a meeting of the Committee was
held during the financial year 2024-25.
Composition, Meetings & Attendance: -
During the year under review, four meeting of Corporate Social
responsibility Committee was held on dated 07.05.2024, 14.08.2024, 05.10.2024 and
13.01.2025.
| S. K. Name No. |
Category |
Status as on 31/03/2025 |
Meetings held during their tenure |
Number of meetings attended |
| 1 Mr. Om Prakash Choudhary |
Chairman & Managing Director |
Chairperson, |
4 |
4 |
| 2 Mr. Kedar Choudhary |
Whole-time director |
Member |
4 |
4 |
| 3 Mrs. Rakesh Verma |
Independent and Non-Executive Director |
Member |
0 |
0 |
11. DEPOSITS
During the year under review, the Company has neither accepted nor
renewed any deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Rules framed there under and hence no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided in "Annexure-A" to this Report.
13. AUDITORS:
A. Statutory Auditors
At the 22nd AGM of the Company held on 30th
September, 2024 pursuant to the provisions of the Act and the Rules made thereunder, M/s
S.K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W),
who have furnished their consent to act as Statutory Auditors of the Company along with a
certificate confirming their eligibility under Section 141 of the Companies Act, 2013, be
appointed as the Statutory Auditors of the Company for a term of five consecutive years
i.e. till the conclusion of the Annual General Meeting to be held in the year 2029.
The Auditors? Report for financial year 2024-25, does not contain
any qualification, reservation or adverse remark. The Report is enclosed with the
financial statements in this Annual Report. The information referred to in the
Auditors? Report is self-explanatory and does not call for any further comments.
B. Cost Auditors
The provisions of section 148(1) of the Companies Act, 2013 are
applicable to the Company and accordingly the Company has maintained cost accounts and
records in respect of the applicable products for the year ended March 31, 2025.
The Board, on the recommendation of the Audit Committee, at its meeting
held on 21st July, 2025, has approved the appointment of M/s M Goyal & Co.,
Cost Accountants, Jaipur, (Registration No. 000051), as the Cost Auditors for the Company
for the financial year 2025-26
They have confirmed their independent status and that they are free
from any disqualifications under section 141 of the Companies Act, 2013.
A proposal for ratification of remuneration of the Cost Auditor for the
FY 2025-26 isplaced before the Shareholders for approval in the ensuing AGM.
The Report of the Cost Auditors for the financial year ended March 31,
2025 is under finalization and shall be filed with the Ministry of Corporate Affairs
within the prescribed period.
C. Internal Auditor
The Board had appointed M/s R. K. Shrimal & co., Chartered
Accountants, having Firm Registration No. 005178C, Jaipur be the Internal Auditor of the
Company for the financial year 2024-25 in its duly convened Board meeting dated May 07th,
2024 to conduct the internal audit of the functions and activities of the Company. The
reports of the Internal Auditors are reviewed by the Board from time to time. The
suggestions of the Internal
Auditors are reviewed and necessary corrective/ preventive actions are
taken in consultation with the Board of Directors.
The Board of Directors at its meeting held on July 21, 2025 on the
recommendation of the Audit Committee has, after considering and evaluating various
proposals and factors such as independence, industry experience, technical skills,
geographical presence, audit team, audit quality reports, etc., has approved the
appointment of M/s. PSAG & Associates, Practicing Chartered Accounts, to hold office
for a period the financial year 2025-26 on such remuneration as may be mutually agreed
between the Board of Directors and the Internal Auditor.
D. Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
appointed M/s Sonali Rawat & Associates, Company Secretaries, Jaipur, as the
Secretarial Auditor of the Company for the financial year 2024-25.There has been no
qualification, reservation or adverse remark in their Report as part of this report being
annexed as "Annexure-D".
The Board of Directors at its meeting held on July 21, 2025 on the
recommendation of the Audit Committee has, after considering and evaluating proposals has
approved the appointment of M/s. MSV & Associates, Practicing Company Secretaries, to
hold office for a period the for a period of five (5) years commencing from financial year
2025-26 till the financial year 2029-30, on such remuneration as may be mutually agreed
between the Board of Directors and the Secretarial Auditor.
Accordingly, an Ordinary Resolution proposing the appointment of M/s.
MSV & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the
Company for a term of five (5) consecutive years is set out in the Notice of the 23rd
AGM forming part of this Annual Report. The Company has received their written consent
along with the eligibility certificate confirming that they satisfy the criteria and that
the appointment, if made, shall be in accordance with the applicable provisions of the Act
and rules framed thereunder.
14. MATERIAL CHANGES AND
COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments which affect the
financial position of the Company which has occurred between the end of the financial year
and the date of this report.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loan or
provide guarantee or make investments. However, the details of loans, guarantees, and
investments, if any, as required by the provisions of Section 186 of the Companies Act,
2013 and the rules made there under are set out in the Notes to the Financial Statements
of the Company.
16. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VII)
OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014
During the year under review, the company has not accepted any
unsecured loan from its directors and relatives of directors which was not covered under
the definition of deposits.
17. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION
UNDER SECTION 149(6)
During the year under review, provisions with respect to the
appointment of independent directors in terms of section 149 of the Companies Act, 2013
and Companies (Appointment and Qualification of Directors) Rules, 2014 was duly
applicable.
The Company has also received necessary declaration from the
independent director under Section 149(7) of the Companies Act, 2013, that he meets the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors? Databank maintained with the Indian
Institute of Corporate Affairs ('IICA?) in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as
amended.
18. DISCLOSURE OF MANAGERIAL REMUNERATION & PARTICULAR OF EMPLOYEES
During the year under review, remuneration being paid to Managing
director and executive directors are within the limits as laid down under applicable
provisions of the Companies Act, 2013.
There were no employees employed by the company falling within Section
197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 hence, relevant disclosures are not
required.
19. DIRECTOR'S RESPONSIBILITY STATEMENT
In pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors to the best of its knowledge and ability, confirms that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The directors have prepared the annual accounts on a going concern
basis;
e) The directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
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.
20. ANNUAL RETURN
As per the provisions of Section 134 (3)(A) read with 92(3) of the
Companies Act, 2013, the Annual Return of the Company for the FY 2024-25 is available on
the Company?s website at the link: https://advanceagrolife. com/web/annual return
21. VIGIL MECHANISM
The Company has a Whistle-blower Policy in place and aligns with the
requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides
for adequate safeguards against victimization of persons who
complain under the mechanism and provides for direct access to the
Chairperson of the Audit Committee.
The Audit Committee of the Company oversees the functioning of the
Vigil Mechanism framework. The Whistle Blower Policy is available on the Company?s
website Vigil Mechanism Whistle Blower Policy for Directors and Employees.docx
22. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION
143(12) OF THE COMPANIES ACT, 2013
During the period under review, pursuant to the provisions of Section
134 (3)(ca) of the Companies Act, 2013, auditors of the Company in the course of the
performance of his duties as auditor has not reported any instances of fraud committed in
the Company by its Officers or employees.
23. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK, OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT
The Audit Report signed by the Auditor is neither qualified nor the
report contains any Reservations nor Adverse Remarks which would affect the position of
the company in any manner hence the Board is of the opinion that there are no explanations
or comments or any material disclosures to be recorded in respect of the Report.
24. ANNUAL BOARD EVALUATION
The Nomination and Remuneration Committee and the Board have laid down
the manner in which formal annual evaluation of the performance of the Board, Committees,
Individual Directors and the Chairman & Managing Director has to be made. All
Directors discussed their views about the performance of the Board, its Committees,
Individual Directors and the Chairman & Managing Director. The Company has also
adopted a Policy placed on its website Policy on Evaluation of Board and Independent
Directors.docx
The Board performance evaluation inputs, including areas of improvement
for the Directors, Board processes and related issues for enhanced Board effectiveness
were discussed in the meetings of the Independent Directors, Nomination and Remuneration
Committee and the Board of Directors held in March, 2025.
25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company believes that the women employees should have the
opportunity to work in an environment free from any conduct which can be considered as a
Sexual Harassment. The Company is committed to treating every employee with dignity and
respect, fosters to create a workplace which is safe and free from any act of Sexual
Harassment.
The Company has a policy on 'Protection of Women?s Rights at
Workplace? as per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules thereunder ('POSH Act &
Rules?). The Policy is applicable to all ADVANCE establishments located in India.
The Policy is uploaded on the Company?s website at
https://advanceagrolife.com/assets/web/
investors/policies/Adopted%20in%20BM%20on%20
Prevention%20of%20Sexual%20Harrasment%20 at%20Workplace.pdf.
| No. of Complaints filed during the financial year |
No. of Complaints disposed of during the
financial year |
Number of cases pending beyond 90 days |
Number of complaints remaining unresolved
at the end of the financial year |
| NIL |
NIL |
NIL |
NIL |
26. CORPORATE SOCIAL RESPONSIBILITY
The CSR policy has been formulated by the Corporate Social
Responsibility Committee and approved by the Board and updated time to time. The same may
be accessed on the Company?s website at the link: https://
advanceagrolife.com/assets/web/investors/policies/
Corporate%20Social%20Responsibilitv%20Policv.pdf
As per provisions of section 135 of The Companies Act 2013, the company
was required to spend Rs. 4.43 million on CSR Activities during the year, being 2% of net
profits calculated as per provisions of the Act., the management of the company has spent
Rs. 4.43 million/- during the year.
CSR initiatives taken by the Company on CSR activities during the
financial year is available on the Company?s website at
https://advanceagrolife.com/web/csr
The disclosures required to be given under Section 135 of the Companies
Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy)
Rules,2014 are given in "Annexure - B" forming part of this Board Report.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company gives highest importance to the governance, in line with
the same and to provide governance over transactions, the Company has a defined Related
Party Transactions Policy and guidelines and the Audit Committee of the Board periodically
reviews and monitors the Related Party Transactions. All related party transactions
entered into during FY 2024-25 were in the ordinary course of business and at arm?s
length.
The updated Related Party Transactions Policy has been hosted on the
Company?s website at https:// advanceagrolife.com/assets/web/investors/policies/
Policv%20on%20Related%20Partv%20Transactions. pdf
The contracts and arrangements entered by company with the related
party during the year under review which were on arm?s length price, and which were
material in nature, are disclosed in Form AOC-2 annexed as "Annexure-C"
herewith. Also, other related party transactions are disclosed in Note No. 43 of notes to
the financial statements for the period ended March 31, 2025.
The Board recommends the material related party transactions for
approval of members by means of ordinary resolutions.
28. RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Board of Directors of the
Company. The Company and management has been continuously taking necessary precautions and
actions to find out the factors or reasons that may adversely affects or threaten to the
existence and business of the company.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation to
Section 134(5)
(e) of the Companies Act, 2013. For the year ended March 31, 2025, the
Board is of the view that the Company has sound IFC commensurate with the nature and size
of its business operations and operating effectively and there is no material weakness. To
ensure effective Internal
Financial Controls the Company has laid down the following measures:
A. The internal financial control systems are commensurate with the
size and nature of its operations;
B. All legal and statutory compliances are ensured on a monthly basis.
Non-compliance, if any, is seriously taken by the management and corrective actions are
taken immediately. Any amendment is regularly updated by internal as well as external
agencies in the system;
C. Approval of all transactions is ensured through a preapproved
Delegation of Authority Schedule which is reviewed periodically by the management;
D. The Company follows a robust internal compliance process.
Compliances reviews are conducted regularly to ensure accuracy of financial reporting,
safeguard and protection of all the assets. Fixed Asset verification of assets is done on
an annual basis. The compliance reports for the above submitted to Board of Directors for
review and necessary action.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, there were no significant material orders
was passed by the Regulators / Courts / Tribunals which would impact the going concern
status of the Company and its future operations.
31. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961
As per Rule 8 (5)(xiii) of the Companies (Accounts) Rules, 2014, the
Company has complied with the applicable provisions of the Maternity Benefit Act, 1961,
including the provisions relating to maternity leave, nursing breaks, and other prescribed
benefits, for all eligible women employees. The Company is committed to ensuring a safe,
inclusive, and supportive work environment for women employees, and continues to follow
all statutory obligations in this regard.
32. SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings, namely SS-I &
II.
33. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961
The Company confirms that it has followed the Maternity Benefit Act,
1961. All eligible women employees received
the required benefits, including paid leave, continued salary and
service, and post-maternity support like nursing breaks and flexible work options.
34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared since last seven
years, the provisions of Section 125 of the Companies Act, 2013 in respect of transfer of
funds to the Investor Education and Protection Fund do not apply.
35. GENERAL DISCLOSURES
The Board of Directors states that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items
during the year under review:
1. As per Rule 4(4) of the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued equity shares with differential rights as to
dividend, voting or otherwise.
2. As per Rule 8(13) of the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued shares (including sweat equity shares) to
employees of the Company under any scheme.
3. There was no commission paid by the company to its managing director
or whole-time directors, so
no disclosure was required in pursuance to section 197(14) of The
Companies Act, 2013.
4. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review along with their status as at the end of the financial year is not applicable;
5. The requirement to disclose the details ofdifference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable;
6. The Company designate Ms. Nisha Gupta, Company secretary of the
Company for providing information to Registrar with respect to beneficial interest in
shares pursuant to Rule 9(4) and (7) of the Companies (Management and Administration)
Rules,2014.
36. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from the financial institutions, Government
Authorities, customers, vendors and members during the year under review. Your directors
also wish to place on record their deep sense of appreciation for the committed services
of the Company?s executives, staff and workers.
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