ANNUAL REPORT GREENVALUE AGROFARMS LIMITED

Transcription

1 ANNUAL REPORT GREENVALUE AGROFARMS LIMITED CIN U01403DL2009PLC

2 CONTENTS S.No. PARTICULARS 1. Corporate Information 2. Notice to the Shareholders 3. Director s Report 4. Auditors Report and Financials for the year ended 31 st March, Attendance Form 6. Proxy Form

3 CORPORATE INFORMATION DIRECTORS Mr. Swarn Rakesh Madhok Whole-time Director Mr. Golekh Kumar Mallick Non-Executive Director Mr. Kailash Chand Upreti Non-Executive Independent Director Ms. Khushboo Agarwal Non-Executive Independent Director AUDIT COMMITTEE Mr. Kailash Chand Upreti Non-Executive Independent Director Ms. Khushboo Agarwal Non-Executive Independent Director SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE Mr. Golekh Kumar Mallick Non-Executive Director Ms. Khushboo Agarwal Non-Executive Independent Director Mr. Kailash Chand Upreti Non-Executive Independent Director Mr. Golekh Kumar Mallick Non-Executive Director NOMINATION AND REMUNERATION COMMITTEE Ms. Khushboo Agarwal Non-Executive Independent Director Mr. Kailash Chand Upreti Non-Executive Independent Director Mr. Golekh Kumar Mallick Non-Executive Director

4 REGISTERED OFFICE Registered Office No T-5, TF Plot No. 2, Malik Buidcon Plaza-I, Sector 12, Dwarka, New Delhi Website: Ph. No Fax No BANKERS Axis Bank Limited AUDITORS M/s. Amarpal & Company, Chartered Accountants 23 II nd floor, Shakarpur, Veer Savarkar Block, Delhi Delhi Membership Number: Firm Registration Number: N REGISTRAR & TRANSFER AGENT M/s MAS Services Limited T-34, 2nd Floor, Okhla Industrial Area Phase II, New Delhi Tel No.: /82/83 Fax No.: info@massery.com Website: Contact Person: Mr. Sharwan Mangla SEBI Registration No.: INR ANNUAL GENERAL MEETING Date : 30th September, 2015 Time : 10:00 A.M. Day : Wednesday Venue : Registered Office No T-5, TF Plot No. 2, Malik Buidcon Plaza-I, Sector 12, Dwarka, New Delhi

5 NOTICE NOTICE is hereby given that Annual General Meeting of the Members of Greenvalue Agrofarms Limited will be held on Wednesday, 30 th September 2015 at 10:00 A.M at the Registered Office of the Company at No T-5, TF Plot No. 2, Malik Buidcon Plaza-I, Sector 12, Dwarka, New Delhi to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31 st March, 2015 and Statement of Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Swarn Rakesh Madhok (DIN: ) & Kailash Chand Upreti (DIN: ) and who retires by rotation and being eligible, offers himself for re-appointment. 3. To Ratify the appointment of M/s Amarpal & Company, Chartered Accountants (Firm Registration No N), as Statutory auditor of the Company and to fix their Remuneration. RESOLVED THAT pursuant to the provision of section 139 and 142 and other applicable provision, if any, of the Companies Act, 2013, M/S Amarpal & Company, (Firm Registration No N), Chartered Accountants be and are hereby reappointed as the statutory auditor of the Company, to hold office from the Conclusion of this Annual General Meeting till the Conclusion of the next Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors along with the applicable service tax and reimbursement of travelling and out of pocket expenses incurred by the auditors on our behalf for the purpose of audit By Order of the Board For GREENVALUE AGROFARMS LIMITED Place: New Delhi Date: Sd/- Swarn Rakesh Madhok (Whole-Time Director) DIN:

6 NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single proxy as proxy and such person cannot act as a proxy of any other person or shareholder. The instrument of proxy in order to be effective should be deposited at the registered office of the Company duly completed and signed not less than 48 hours before the commencement of meeting. 2. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled to Vote. 3. Members are requested to bring their copies of the Annual Report and Photo ID proof with them at the meeting. 4. Members/Proxies are further requested to fill in the enclosed attendance slip and deposit the same at the registration table at the time of attending the meeting. 5.. Members having any queries relating to the Annual Report are requested to send their questions to the Directors at the registered office of the Company at least 7 days before the date of Annual General Meeting. 6. Intimation of Change in address of members should be given to the Company Immediately. 7. An Explanatory Statement on the business to be transacted at the meeting is annexed hereto.

7 By Order of the Board For GREENVALUE AGROFARMS LIMITED Place: Delhi Date: Sd/- Swarn Rakesh Madhok (Whole-Time Director) DIN:

8 DIRECTOR S REPORT TO THE MEMBERS GREENVALUE AGROFARMS LIMITED Your Directors are pleased to present the Annual report of your Company with the Audited Accounts for the year ended on 31 st March, 2015: FINANCIAL RESULTS For the year ended March 31 st 2015 For the year ended March 31 st 2014 Total Income 43,563,827 42,490,741 Profit/(Loss) before tax 433, , Provision for Income Tax 343, ,071 Profit/(Loss) after tax 299, , Profit/(Loss) adjusted Profit/(Loss) carried to Balance Sheet 299, , PERFORMANCE REVIEW During the year under review, Your Company has recorded a total income of Rs. 43,563,827 against Rs. 42,490,741 in the previous year. Profit after taxation for the financial year ended on 31 st March, 2015 decreased to Rs. 299, against Rs. 299,444.80/- in the previous year FINANCIAL YEAR The Company closed its Financial Year on March 31, 2015.The financial result for year ended 31st March 2015 have been reviewed by the Audit Committee and approved by board of Directors in their meetings held on September 1, The

9 statutory Auditors of the company have also audited the financial results for the year ended March 31, RESERVE AND SURPLUS Rs. 3,741,460.46/- is being transferred to the reserve and surplus. DIVIDEND No Dividend has been declared for the year ended March 31, FUTURE PROSPECTS The Company has been working for the expansion of its Plantation Business and has succeeded to spread its functions. The Company keeps the influence and enthusiasm to survive successfully in the Market and expanding its functions and flourishing with immense growth rate. PUBLIC DEPOSIT The Company has not accepted any deposits during the year under review. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS No material changes and commitments occurred between the end of the financial year as on March 31, 2015 and the date of this report which affects financial position of the company..

10 RISK MANAGEMENT POLICY Therefore, in accordance with the provisions of the Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.. INCREASE IN AUTHORISED SHARE CAPITAL There is no increase in authorized share capital during the financial year SUBSIDARY COMPANIES The Company does not have any subsidiary.

11 CONSOLIDATED FINANCIAL STATEMENTS Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared. PARTICULAR OF EMPLOYEES The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report. The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance. DIRECTORS Changes in Directors and Key Managerial Personnel During the year under review, Mr Avinash Singh. has been resigned as Company Secretary with effect From 01 st August, 2014, Mr. Saurabh Malhotra has been appointed as Company Secretary on and has been resigned from the Position with effect from b) Declaration by an Independent Director(s) and re- appointment, if any All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement. c) Formal Annual Evaluation Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in

12 which the evaluation has been carried out has been explained in Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS BOARD MEETINGS During the year Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended th May, th October, th October, th November, th February, EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR There is no Extraordinary General Meeting Convened During the Financial Year AUDIT COMMITTEE The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The Audit Committee also advises the Management on the areas where internal control system can be improved. The Terms of reference of the Audit Committee are in accordance with Regulation 18 of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act,2013 as follows: Oversight of the Issuer s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; Recommending to the Board, the appointment, re-appointment and, if required, there

13 placement or removal of the statutory auditor and the fixation of audit fees. Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: (i) Matters required to be included in the Directors Responsibility Statement to be included in the Board s report in terms of of Section 134 of the (ii) Companies Act, 2013; Any changes in accounting policies and practices and reasons for the same; (iii) Major accounting entries involving estimates based on exercise of judgment by management; (iv) Significant adjustments made in the financial statements arising out of audit findings; (v) Compliance with listing and other legal requirements relating to financial statements; (vi) Disclosure to any related party transactions; (vii) Qualifications in the draft audit report. Reviewing with the management the half yearly financial statements before submission to the Board for approval. Reviewing with the management, performance of statutory and internal auditors, adequacy of internal control systems; Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with internal auditors any significant findings and follow up thereon; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matters to the Board; Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. COMPOSITION During the year ended on 31 st March, 2015, the composition of Audit Committee has been as under: a) Mr.Kailash Chand Upreti (Chairman) b) Ms. Kushboo Agarwal (Member) c) Mr. Golleck Kumar Mallick (Member)

14 During the financial year , Four (4) meeting of Audit Committee was held i.e , , and NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing of Disclosure Requirements), COMPOSITION a) Ms. Kushboo Agarwal (Chairman) b) Mr. Kailash Chand Upreti (Member) c) Mr. Goleck Kumar (Member) During the financial year , Two meeting of Nomination & Remuneration And Compensation Committee was held on & TERMS OF REFERENCE The terms of reference of Remuneration Committee includes the following: The remuneration committee recommends to the board the compensation terms of the executive directors. The committee to carry out evolution of every director s performance and recommend to the board his/her appointment and removal based on the performance. The committee to identify persons who may be appointed in senior management/director in accordance with the criteria laid down. Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment. Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors. Ensuring the remuneration policy is good enough to attract, retain and motivate directors. Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

15 STAKEHOLDER RELATIONSHIP COMMITTEE Our Company has constituted a Stakeholder Relationship Committee to redress the complaints of the shareholders. The committee currently comprises of three Directors. Ms. Khushboo Agarwal is the Chairman of the committee. a) Ms. Khushboo Agarwal (Chairman) c) Mr. Kailash Chand Upreti (Member) d) Mr. Golekh Kumar Mallick (Member) During the financial year , Four (4) meeting of Stakeholder Relationship Committee was held i.e , , and ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE The Stakeholder Relationship Committee of our Board look into: The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc. Matters related to share transfer, issue of duplicate share certificate, dematerializations. Also delegates powers to the executives of our Company to process transfers etc. The status on various complaints received / replied is reported to the Board of Directors as an Agenda item. During the year under review, the Composition of the Stakeholder Relationship Committee has been as under: MANAGERIAL REMUNERATION POLICY Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration

16 COMPANY SECRETARY Mr. SOURAV MALHOTRA had been appointed as company secretary w.e.f Because Mr. Avinash Kumar Singh resigned in the Board Meeting held on from the post of Company Secretary of the Company. And Mr. SOURAV MALHOTRA also resigned in the Board Meeting held on PREFERENTIAL ALLOTMENT The Company has not made any preferential allotment during the financial year LISTING OF EQUITY SHARES ON BSE LIMITED During the year under review, your Company has applied for listing of its equity shares on the ITP BSE Limited. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment o f Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints

17 relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The following is a summary of Sexual Harassment complaints received and disposed off during the year: a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0 MANAGERIAL REMUNERATION POLICY Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. AUDITORS M/s. Amarpal & Company, Chartered Accountants, (Firm Reg. No N) the retiring auditors have shown their willingness to be reappointed. The Board recommends to the Shareholders for the appointment of the retiring auditors from this Annual General Meeting till the conclusion of next Annual General Meeting. AUDITORS OBSERVATIONS / QUALIFICATIONS The Auditors observations / qualifications are detailed in the Auditor s Report annexed hereto are self explanatory and be read together with the notes to the accounts in the Schedule annexed to the Account. DIRECTORS RESPONSIBILITY STATEMENTS The directors report that i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) 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

18 and of the profit and loss account of the company for that period. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) 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. AKNOWLEDGEMENT Your Directors would like to express their appreciation for the assistance and cooperation received from the cooperative banks, 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 by the Company s executive s, Staff. Place: Delhi Date: By Order of the Board For GREENVALUE AGROFARMS LIMITED Swarn Rakesh Madhok Kailash Chand Upreti (Whole Time Director) (Director) DIN: DIN:

19 Annexure to the Directors Report Disclosure Under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY (Rs.) % increase in Remuneration in FY ** Ratio of Remuneration of Director to Median Remuneration of employees 1. N.A N.A N.A N.A N.A Ratio of Remuneration of Director to Median Remuneration of Employees Mr. SOURAV MALHOTRA had been appointed as company secretary w.e.f Because Mr. Avinash Kumar Singh resigned in the Board Meeting held on from the post of Company Secretary of the Company. And Mr. SOURAV MALHOTRA also resigned in the Board Meeting held on The number of permanent employees as on 31st March 2015 was 2. Average of remuneration of employees excluding KMPs Nil No employee s remuneration for the year exceeded the remuneration of any of the Directors. Company s performance has been provided in the Directors Report which forms part of the Board Report. The key parameter for the variable component of key Managerial personnel(s) is linked with Company performance and Individual performance. The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 NOT APPLICABLE

20 M/s AMARPAL & CO. Chartered Accountants INDEPENDENT AUDITORS REPORT TO, THE MEMBERS M/S GREENVALUE AGROFARMS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of GREENVALUE AGROFARMS LIMITED (CIN: U01403DL2009PLC187039) ( the company ),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 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, This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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. 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 there under.

21 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 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 statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion 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; a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2015 ( the Order ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 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 appears from our examination of those books.

22 c) Company does not have any branch office accordingly reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act are not applicable. d) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, f) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act. AMARPAL & CO. Chartered Accountants (CA. AMARPAL SINGH) (Partner) FRN: N M.No: Place: New Delhi Date:

23 GREENVALUE AGROFARMS LIMITED Annexure to the Auditors Report Companies (Auditor s Report) Order, 2015 ( the Order ) The Annexure referred to in our report to the members of GREENVALUE AGROFARMS LIMITED for the year Ended on 31 st March We report that: 1. (a) Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; (b) As explained to us, the management has physically verified the fixed assets during the year and there is a regular programme of verification which, in our opinion, is reasonable having regards to the size of the company and the nature of the assets. No discrepancies were noticed on such verification. 2. (a) Company does not have any inventory at the end of the year. (b) In view of our comment in paragraph (a) above, clause (ii) (a) (b) and (c) of paragraph 2 of the aforesaid order are not applicable to the company. 3. (a) 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. (b) in view of our comment in paragraph (a) above, clause (iii) (a) and (b) of paragraph 3 of the aforesaid order are not applicable to the company. 4. In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system. 5. Company has not accepted deposits from public. Hence provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, do not apply to this company. 6. The Central Government has not prescribed the maintenance of cost records under subsection (1) of section 148 of the Companies Act for any of the products manufactured/services rendered by the Company. 7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Wealth tax, Sales tax, Excise Duty, Cess, Employees State Insurance and Investor Education and Protection Fund.

24 (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable. (c) According to the records of the Company, there were no amount which were required to be transferred to investor education and protection fund. Therefore, the provision of clause 3 (viii) (c) of the Companies (Auditor s Report) Order, 2015 are not applicable to the Company. 8. The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses in such financial year and in the immediately preceding financial year. 9. In our opinion and according to the information and explanation given to us, the company has not take any loan from financial institution and bank hence clause 9 of the CARO 2015 is not applicable. 10. The Company has not given any guarantee for the loans taken by others from bank & financial Institutions. 11. In Our Opinion and according to the information and explanations given to us, the company does not have any term loans. 12. Based upon the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year. AMARPAL & CO. Chartered Accountants (CA. AMARPAL SINGH) (Partner) FRN: N M.No: Place: New Delhi Date:

25 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, REGISTRATION & OTHER DETAILS: 1. CIN U01403DL2009PLC Registration Date Name of the Company Greenvalue Agrofarms Limited 4. Category/Sub-category of Company limited by shares/ Indian Non-Government Company. the Company 5. Address of the Registered office & contact details 6. Whether listed company UnListed 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. No. T-5, TF, Plot No. 2, Malik Buildcon Plaza-1, Sector-12, Dawarka, New Delhi Skyline Financial Services Private Limited D 153 A, Ist Floor, Okhla Industrial Area, Phase- 1, New Delhi PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated S. No. Name and Description of main products / services 1 To Carry on the Activates of nursery, Plantation, agriculture, horticultural and farming on any land and property of the company or upon any other property or land whether belonging to the company or not and to act as a consultant in the field of nursery, plantation, agriculture, horticulture and farming and to import and export plants and other produce and products relating to the activities of nursery, Plantation agriculture, horticulture and farming. NIC Code of the Product/service % to total turnover of the company %

26 PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION 1 N.A. N.A. N.A. N.A. Section 2(46) and Section 2(87)(ii) 2 N.A. N.A. N.A. N.A. Section 2(87)(ii) 3 N.A. N.A. N.A. N.A. Section 2(6) VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year[as on 31-March-2014] Demat Physical Total % of Total Shares No. of Shares held at the end of the year[as on 31-March-2015] Demat Physical Total % of Total Shares % Change during the year A. Promoters (1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. 31,36,000 31,36, Nil e) Banks / FI f) Any other Sub-total (A)(1) 31,36,000 31,36, Nil

27 (2) Foreign a) NRIs Individuals b) Others Individuals c) Bodies Corp. d) Banks/FI e) Any other Sub-total (A)(2) Total shareholding of Promoter (A) = (A)(1) + (A)(2) 31,36,000 31,36, Nil Nil B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture

28 Capital Funds i) Others (specify) Sub-total (B)(1): Nil Nil 2. Non- Institutions a) Bodies Corp Nil i) Indian ii) Overseas b) Individuals Nil i) Individual shareholders holding nominal share capital upto Rs. 2 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh c) Others (HUF) Non Resident Indians Hindu Undivided Family Trusts Sub-total Nil

29 (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) % % Nil ii) Shareholding of Promoters- SN Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares Share holding at the end of the year % change No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares in share holding during the year 1. GOLEKH KUMAR MALLICK 2. ANUBHAV BUILDMART PRIVATE LIMITED 3. HARDIK GARMENTS PRIVATE LIMITED* Transfer the Shares from Lalit Kumar, OP Property Developer Private Limited & Golleck Malick as on 17 th Febuary, NIL

30 iii) Change in Promoters Shareholding (please specify, if there is no change): SN Name of Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the No. of shares % of total shares of the company company 1 GOLEKH KUMAR MALLICK AND ANUBHAV BUILDMART PRIVATE LIMITED At the beginning of the year % % 2. HARDIK GARMENTS PRIVATE LIMITED At the End of the Year iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholders 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. Anubhav Buildmart Private Limited At the beginning of the year At the end of the year

31 2. CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED At the beginning of the year At the end of the year INVENTURE MERCHANT BANKER SERVICES PVT LTD At the beginning of the year At the end of the year SARAS DEVELOPERS PRIVATE LIMITED At the beginning of the year At the end of the year MUKESH KUMAR AGARWAL At the beginning of the year At the end of the year NISHANT AGARWAL At the beginning of the year At the end of the year VIPUL AGARWAL At the beginning of the year At the end of the year PALAK GUPTA At the beginning of the year At the end of the year Bahadurlal Jain At the beginning of the year At the end of the year SAURABH BAHADUR JAIN At the beginning of the year

32 At the end of the year *Increase in shareholding is due to the preferential allotment made by the Company on 9 th August, v) Shareholding of Directors and Key Managerial Personnel:- NIL No any Director or Key Managerial Personnel hold Equity Shares in our Company. SN Shareholding of each Directors and each Key Managerial Personnel 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. GOLEKH KUMAR MALLICK At the beginning of the year At the end of the year NIL NIL NIL NIL V) INDEBTEDNESS- NIL Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year * Addition * Reduction

33 Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- NIL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount 1 Gross salary - Swarn Rakesh Madhok - Rs. 2,16,000 (a) Salary as per provisions contained in section 17(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 under section 17(3) Income- tax Act, Stock Option Sweat Equity Commission as % of profit - others, specify 5 Others, please specify Total (A) - - Rs. 2,16,000 Ceiling as per the Act

34 B. REMUNERATION TO OTHER DIRECTORS - NIL SN. Particulars of Remuneration Name of Directors Total Amount 1 Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD - NIL SN Particulars of Remuneration Key Managerial Personnel 1 Gross salary (a) Salary as per provisions contained in section 17(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 under section 17(3) Income-tax Act,

35 2 Stock Option Sweat Equity Commission as % of profit others, specify Others, please specify Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type A. COMPANY Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. DIRECTORS Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL Appeal made, if any (give Details)

36 Place: Delhi Date: By Order of the Board For GREENVALUE AGROFARMS LIMITED Swarn Rakesh Madhok Kailash Chand Upreti (Whole Time Director) (Director) DIN: DIN:

37 GREENVALUE AGROFARMS LIMITED CIN: U01403DL2009PLC Add: No. T-5, TF, Plot No.2, Malik Buildcon Plaza-1, Sector-12, Dwarka, New Delhi Balance Sheet as at 31st March, 2015 (Amount in Rs.) PARTICULARS Note No. As at As at I. EQUITY AND LIABILITIES (1) Shareholders'funds a. Share Capital ,882, ,882, b. Reserves & Surplus 3.2 3,741, ,442, (2) Share application pendimg allotment - - (3) Non-Current Liabilities a. Long Term Borrowings ,000, b. Deferred tax liabilities (Net) - 9, (3) Current Liabilities a. Trade payables ,379, ,265, b. Other current Liabilities , , c. Short-Term Provisions , , Total 155,840, ,152, II. ASSETS (1) Non- Current Assets a. Fixed assets 3.7 (i) Tangible assets 543, , (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - - b. Non-current investments ,000, ,000, c. Long-term loans and advances ,122, ,600, d. Deferred tax Asset (Net) , e. Other Non-Current Assets , , (2) Current Assets a. Trade receivables ,947, ,121, b. Cash and cash equivalents , ,398, c. Short-term loans and advances ,356, ,454, d. Other Current Assets ,

38 Total 155,840, ,152, In terms of our report attached For AMARPAL & CO. Chartered Accountants (Firm Reg. No N) For GREENVALUE AGROFARMS LIMITED CA.. AMARPAL SINGH GOLEKH KUMAR MALLICK SWARN RAKESH MADHOK (Partner) Director Director M.No DIN: DIN: Place : DELHI Date :

39 GREENVALUE AGROFARMS LIMITED CIN: U01403DL2009PLC Add: No. T-5, TF, Plot No.2, Malik Buildcon Plaza-1, Sector-12, Dwarka, New Delhi Profit and Loss Account for the year ended 31st March, 2015 (Amount in Rs.) PARTICULARS Note As at As at No. I.Revenue from Operations ,327, ,414, II. Other Income 235, , III.Total Revenue 43,563, ,490, IV. Expenses Purchase of Stock in Trade 33,909, ,116, Operating Expenses (Including Freight) 7,050, ,475, Employee benefits expense , , Financial costs - - Depreciation and Amortization Expense , , Other Expenses ,082, , Total Expenses 43,130, ,025, V. Profit before tax 433, , VI. Tax expense: (1) Current tax 185, , (2) Deferred tax (51,459.00) 9, VII. Profit for the period 299, , VIII. Earnings per equity share: (1) Basic (2) Diluted

40 In terms of our report attached For AMARPAL & CO. Chartered Accountants (Firm Reg. No N) For GREENVALUE AGROFARMS LIMITED CA.AMARPAL SINGH GOLEKH KUMAR MALLICK SWARN RAKESH MADHOK (Partner) Director Director M.No DIN: DIN: Place : DELHI Date :

41 GREENVALUE AGROFARMS LIMITED CIN: U01403DL2009PLC Add: No. T-5, TF, Plot No.2, Malik Buildcon Plaza-1, Sector-12, Dwarka, New Delhi Notes Forming Part of the Balance Sheet Note : 3.1 Share Capital Sr. Particulars As at As at No 1 AUTHORIZED CAPITAL 1,30,00,000 Equity Shares of Rs. 10 each 130,000, ,000, ISSUE, SUBSCRIBED & PAID UP CAPITAL 1,24,88,250 Equity Shares of Rs. 10 each 124,882, ,882, ,882, ,882, Total 124,882, ,882, Notes 1 Reconcilation of Nos. Of Shares As at As at Number of Equity Shares at the beginning 12,488, ,000 Add:- Number of Shares Issued - 12,388,250 Number of Equity Shares at the end 12,488,250 12,488,250 Notes 2 Details of Share Holding More Then 5% As at Name Class of Share No. of Share Holding Percentage of Holding 1 Anubhav Buildmart Pvt Ltd Equity 3,036, % 2 Classic Global Finance and Capital Limited Equity 750, % 3 Hardik Garments Private Limited Equity 2,664, %