orient beverages ltd Directors report

DIVIDEND:

Your Directors do not recommended any dividend for the financial year 2022-23.

TRANSFER TO RESERVE:

The Directors do not propose to transfer any amount to reserve during the year.

OPERATIONS AND STATE OF COMPANYS AFFAIRS:

Operations of the Company as well as Group has improved further after a big hit on the overall working in the FY 2020-21 due to impact of pandemic Covid-19. The Company has achieved total revenue from operations of " 962,529 thousand for the year ended 31st March 2023 as against " 663,935 thousand for the year ended 31st March 2022 showing an increase of 45%. The total Comprehensive Income/ (Loss) of the Company has increased to " 19,735 thousand in the FY 2022-23 from

" 19,433 thousand in the FY 2021-22. The desired increase in the net profit of the Company could not be achieved due to increased cost of raw materials and finance without corresponding increase in the price of final products.

The consolidated results of the Group shows total revenue from operations of " 1,142,152 thousand for the year ended 31st March 2023 as against " 738,205 thousand for the year ended 31st March 2022 showing an increase of 55%. The total Comprehensive Income/ (Loss) of the Group has increased to " 28,429 thousand in the FY 2022-23 from " 9,917 thousand in the FY 2021-22. The consolidated results are encouraging.

Turnover of the Company as well as Group has improved a lot in the FY 2022-23 and the Directors are hopeful for a better year ahead and to achieve desired profit in the current year.

SUBSIDIARY COMPANIES:

Financial Statements of Sharad Quench Pvt. Ltd.(SQPL) and Satyanarayan Rice Mill Pvt. Ltd. (SRMPL), wholly owned subsidiaries of the Company, for the FY 2022-23 have been duly considered in the Consolidated Financial Statements presented in this Annual Report of the Company. Salient features of the financial statements of said subsidiary Companies have been attached along with the Annual Report in the Form AOC-1.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and 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 attached with this Report and marked as Annexure - I.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2023 was " 21,615 thousand divided into 2161500 Equity Shares of "10/- each. There was no change in the share capital of the Company during the year.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2023 is available on the website of the Company in the following link https://obl.org.in/pdf/Annual Return 2022-23.pdf.

DIRECTORS:

Sri Ballabha Das Mundhra, Executive Director(DIN: 01162223) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appropriate resolutions for his appointment is being placed for consideration of the members at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013.

DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013:

The Company has received declarations from Dr. Gora Ghose (DIN:00217079)and Sri Vivek Vardhan Agarwalla (DIN:00674395) that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated its own performances and that of its Committees and all individual directors i.e. both Independent and Non-Independent. All the Directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to the Company.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board of Directors of the Company has adopted a Remuneration Policy in consultation with its Nomination and Remuneration Committee for determining qualifications, positive attributes and independence of directors and criteria for directors appointment and remuneration.

The main features of the Policy are as follows:

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act, 2013 following officials are the Key Managerial Personnel of the Company: i. Sri Narendra Kumar Poddar, Chairman; ii. Sri Akshat Poddar, Managing Director; iii. Sri Ballabha Das Mundhra, Executive Director; iv. Sri Arun Kumar Singhania, Chief Financial Officer and v. Sri Jiyut Prasad, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 12(twelve) times during the year under review. The dates of such meetings were 27th May, 2022; 30th May, 2022; 10th June, 2022; 13th June, 2022; 13th August, 2022; 21st September, 2022; 21st October, 2022; 14th November, 2022; 2nd January, 2023; 11th February, 2023; 13th February, 2023 and 24th March, 2023.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013(as amended) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 21st December, 2022 without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) the Companies Act, 2013, the Directors hereby confirm and state that:

i. In the preparation of annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii. They have selected such accounting policies and applied them consistently and made judgement 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 of the Company for that period;

iii. They have 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS:

M/s Tiwari & Co., Chartered Accountants (ICAI Firm Regn. No.309112E), were appointed as Statutory Auditors of the Company for a period of 5(five) consecutive years with effect from financial year 2022-23 to 2026-27.The Auditors shall hold office from the conclusion of 61st Annual General Meeting till conclusion of 66th Annual General Meeting of the Company. M/s. Tiwari & Co., Chartered Accountants, has confirmed their willingness and eligibility in terms of the provisions of Section 141 of the Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules or regulations made there under to continue as Statutory Auditors of the Company.

The Ministry of Corporate Affairs (MCA) vide notification dated 7th May, 2018 has done away with the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting, as per the first proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratification of the appointment of Statutory Auditors in the ensuing Annual General Meeting.

AUDITORS REPORTS:

The Independent Auditors Reports for the financial year ended 31st March, 2023 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Manoj Shaw & Co., Practising Company Secretaries, as Secretarial Auditor for conducting the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Auditors Report received from said Auditors, forms part of this Report and marked as Annexure - II. There are no qualifications or adverse remarks in their Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Transfer of Unclaimed Dividend to IEPF:

During the year under review, dividend amounting to " 95,790/- that had not been claimed by the shareholders for the year ended 31st March, 2015, was transferred to the credit of IEPF as required under Sections 124 and 125 of the Act.

Unclaimed dividend as on 31st March, 2023:

As on 31st March, 2023, dividend amounting to " 7,46,413/- has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrars and Share Transfer Agents of the Company i.e. Niche Technologies Pvt. Ltd. for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, on the website of the Company i.e. www.obl.org.in. The same are also available with the Ministry of Corporate Affairs.

Transfer of Equity Shares:

As required under Section 124 of the Act, 28975 Equity Shares, in respect of which dividend has not been claimed by the members for 7(seven) consecutive years or more, have been transferred by the Company to the IEPF Authority during the financial year 2022-23. Details of such shares transferred have been uploaded on the website of the Company, i.e. www.obl.org.in. The same are also available with the Ministry of Corporate Affairs.

Nodal Officer:

The Company has appointed Sri Jiyut Prasad, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company i.e. www.obl.org.in.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investment made or guarantee given or securities provided, if any, by the Company have been disclosed in the Notes to the Standalone and/or Consolidated Financial Statements for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties entered during the year under review were in the ordinary course of business and on the arms length basis and the same has been duly approved by the Audit Committee. However, there was no material contract or arrangement or transaction other than arms length basis entered with a related party during the year under review. Hence, disclosure in Form AOC- 2 is not required.

INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014: (A) Conservation of energy: i. Steps taken or impact on conservation of energy:

• emissions in our

The plant is fully embellished with LED lights to lower the electricity cost and reduction of CO2

environment. It also increased the life span of lights. ii. The steps taken by the Company for utilising alternate sources of energy:

(B) Technology Absorption: i. The efforts made towards technology absorption:

iv. The expenditure incurred on research and development:

(C) Foreign exchange earnings and outgo:

Your Company did not have any foreign exchange earnings during the year under review. The foreign exchange outgo was "4,202 thousand on account of travelling and other expenses.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board has developed and implemented a risk management policy of the Company identifying therein the elements of risk and concern that may threaten the existence of the Company which entail the recording, monitoring and controlling of Companys risks and addressing them comprehensively and empirically.

The Risk Management system aims to:

i. Address our Companys strategies, operations and compliances and provide a unified and comprehensive perspective;

ii. Establish the risk appetite;

iii. Be simplistic and intuitive to facilitate a speedy and appropriate identification of potential and actual risks and its communication;

iv. Seek escalation of the identified risk events to the appropriate persons to enable a timely and satisfactory risk response; v. Reduce surprises and losses, foresee opportunities and improve deployment of resources; and vi. Develop a mechanism to manage risks.

CORPORATE SOCIAL RESPONSIBILTY:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. Hence, disclosure as per Annexure given in the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been made here.

LISTING OF SHARES AND LISTING FEE:

The equity shares of the Company are listed on The Calcutta Stock Exchange Ltd. and BSE Limited. The listing fee for the year 2023-24 has already been paid to the both Stock Exchanges.

CORPORATE GOVERNANCE REPORT:

The provisions of Regulation 15(2) read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance for the financial year 2022-23 is not attached herewith.

DEPOSITS:

The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of deposit) Rules, 2014

AUDIT COMMITTEE:

The Company Secretary acts as Secretary of the Committee.There is no such recommendation of the Audit Committee which has not been accepted by the Board, during the year under review.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company has established a vigil mechanism/ whistle blower policy. The policy allows intimation by any director or employee or any other stakeholder to the designated officer in good faith of misconduct or unethical or improper activity through a written communication. Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the chairman of the Audit Committee is also allowed in exceptional cases. The vigil mechanism/ whistle blower policy is available on Companys website www.obl.org.in.

ANTI-SEXUAL HARASSMENT POLICY:

The Company is committed to provide safe and peaceful work environment to all its employees. The Company has formulated a policy on prevention of sexual harassment at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment. The Company has not received any complaint during the year.

PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith and marked as Annexure-III. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adopted guidelines for ensuring orderly and efficient Internal Financial Controls as required under the provisions of the Companies Act, 2013. The Audit Committee after considering the views of Statutory Auditors and Internal Auditors has found that such Internal Financial Controls, commensurate with the size and operations of the Company, are adequate and operating efficiently. The Audit Committee, in consultation with the Internal Auditors, formulates the scope, function and methodology for conducting the internal audit. The Internal Financial Controls system is satisfactory as per evaluation of the Audit Committee.

DISCLOSURES:

Following disclosures are made under the Companies (Accounts) Rules, 2014: (i) The financial summary or highlights are discussed at the beginning of this report; (ii) There is no change in the nature of business;

(iii) There is no significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

APPRECIATION: