To
The Members,
WHITE ORGANIC AGRO LIMITED
CIN: L01100MH1990PLC055860
The Directors have the pleasure in presenting the 33rd Annual Report on the
business and operations of your Company and the Audited Financial Statements for the year
ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
| Particulars |
Current Year |
Previous Year |
| Sales and Other Income |
17,708.08 |
15,363.55 |
| Net Profit Before Tax |
173.17 |
1,084.03 |
| Net Profit After Tax |
123.60 |
877.80 |
COMPANYS AFFAIRS
White Organic Agro (BSE: WHITEORG) is Mumbai based listed entity in edible organic
farming and retail business, with a vision to empower the farmers and tap ever-expanding
market for organic food. The Company is selling over 250 organic products in 12 major
categories and 17 sub categories, from cereals to pulses, grains to vegetables, fruits to
health supplements and skincare products to snacks (by following strict quality checks at
each level of activity), it has become a preferred place for people who are health
conscious and look for chemical-free food items.
White Organic Agro is the pure play entity in the Indian organic food sector from farm
to home. The Company has seen a huge demand in the organic food segment and also a team of
experienced professionals who are into the business of organic farming for over 24
experience on the ground level.
The company is focusing on expansion of retail segment of the business and exploring
models like online e-store and tie ups with e-marketplaces, like Grofers, Big Basket and
Amazon, and the export channel with strategic tie-ups with international companies.
In the financial year 2022-2023, the Company has earned a profit of INR. 123.60 lacs on
standalone basis as compared to Profit of INR. 877.80 Lacs during the previous financial
year 2021-2022.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business.
SHARE CAPITAL
During the Financial Year 2022-2023:
A. The Company has not issued any equity shares with differential rights. B. The
Company has not issued any Sweat Equity Shares.
C. Issue of Employee Stock Options: The Company has not issued any Employee Stock
Options.
D. The Board of Directors of the Company, in their meeting held on 19th
March, 2022 have approved Fund raising of an amount not exceeding Rs. 35,00,00,000/-
(Rupees Thirty Five Crore only), through a Rights issue to the eligible equity
shareholders of the Company as on Record date (to be notified subsequently), in accordance
with applicable laws, including the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended, SEBI Listing
Regulations, along with relevant circulars issued by the Securities and Exchange Board of
India, Companies Act, 2013 and constituted Rights Issue Committee inter-alia, to decide
the other terms and conditions of the Rights Issue. Post Closure of financial year, the
Board in its meeting held on 6th June, 2022, approved the enhancement of Fund
raising limits for an amount not exceeding Rs. 49,50,00,000/- (Rupees Forty Nine Crore
Fifty Lakhs only), through a Rights issue to the eligible equity shareholders of the
Company in accordance with applicable laws. The Company is receipt of in-principle
approval of the BSE Limited (The Exchange) received on June 30, 2022.
DEPOSITS
The Company has not accepted any deposits falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the
Financial Year under review or any preceding financial years. Hence no amount of principal
or interest is outstanding / repayable.
DIVIDEND
The Board of Directors does not propose to declare any Dividend for the Financial Year
2022-23.
TRANSFER TO IEPF
Amount of INR. 45,669/- is due to be transferred to IEPF account pertaining to
transactions carried out by the erstwhile management. On account to procedural
shortcomings, the said Company.
RESERVES
The Company has not transferred any amount to the Reserves.
BOARD OF DIRECTORs & KMPs:
Following changes have taken place in the Board of Directors and KMPs of the Company
during the reporting financial year:
Appointments:
Mrs. Charmi Sagar Jobalia (PAN: CUNPS0679A), has been appointed as Company Secretary
w.e.f. 05th January, 2022
Mr. Dharmesh Bhanji Bhanushali (DIN: 07424586) was appointed as an additional Director
of the Company w.e.f. 28th May, 2022 pursuant to section 161 of the Companies
Act, 2013 and was appointed u/s 152 as Director by the shareholders at the 32nd
Annual General Meeting held on 15th September, 2022.
Mr. Darshak Rupani was liable to retire by rotation and was re-appointed at the 32nd
Annual General Meeting held on September 15th, 2022.
Mr. Prashantt Rupani (DIN: 03138082), took charge of office of Non-Executive Director
(promoter) w.e.f 24th May, 2022 (the terms of appointment have been recommended
by NRC Committee).
Mr. Ronak Desai (PAN: AOCPD8042B), has been appointed as CFO (KMP) w.e.f. 24th
May, 2022.
Post Closure of financial year, Mr. Darshak Rupani has been appointed as CFO in terms
of section 203 of the Companies act, 2013 by the Board.
Resignations:
Mr. Chandresh Ratanchand Jain (DIN: 02565522), has resigned as Non-Executive
Independent Director of the company w.e.f. 23rd May, 2022.
Mr. Jitendra Jogalkishore Mehta (DIN: 05338982), has resigned as Executive Director of
the company w.e.f. 23rd May, 2022.
Mr. Pritesh Hasmukhlal Doshi (DIN: 08368392), has resigned as Non-Executive Independent
Director of the company w.e.f. 28th May, 2022.
Mr. Prashantt Rupani (DIN: 03138082), has resigned as CFO of the company w.e.f. 23rd
May, 2022.
Mr. Ronak Desai (PAN: AOCPD8042B), has resigned as CFO (KMP) w.e.f. 17th
August, 2023.
Upcoming Appointments at the AGM
Mr. Prashantt Rupani (DIN: 03138082), is liable to retire by rotation at the 33rd
Annual General Meeting of the Company and being eligible he has offered himself for
re-appointment. The Board recommends his re-appointment to the members of the Company.
The Board Proposes re-appointment of Mr. Darshak Rupani as his tenure as managing
Director is due for renewal on November 14, 2023 and the Board of Directors of the Company
on recommendation of NRC, recommend his appointment at the upcoming annual general
meeting.
The Board places on record its appreciation for all the Directors and KMPs mentioned
above for their invaluable contribution and guidance provided to the Company during their
tenure.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from the Independent Directors under Section
149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Annual evaluation of the performance of the Board, its committees and individual
Directors pursuant to the provisions of the Act and the corporate governance requirements
as prescribed by SEBI (LODR) Regulations, 2015 has been carried out.
The performance of the board was evaluated after seeking inputs from all the directors
on the basis of the criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings.
In a separate meeting of Independent Directors, performance of non-independent
directors, and performance of the board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management. Mr. Dharmesh Bhanushali, Additional Independent Director appointed w.e.f 28th
May, 2022 is in the process to appear for the online proficiency self-assessment test
notified under sub-section (1) of section 150.
The Board of Directors expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation
system commensurate with the size of the Company and nature of its business. Detailed
disclosure under the said head shall be included under the head Management Discussion and
Analysis Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year and details of the same are mentioned
in the Corporate Governance report which forms a part of the Boards report. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies
Act, 2013.
COMMITTEES OF THE BOARD
Currently, the Board has the following committees:
1. The Audit Committee
2. The Nomination and Remuneration Committee
3. Stakeholders relationship Committee
The Details of the Committees of the Board is mentioned in the Corporate Governance
Report which forms a part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under the Provisions of section 134(5) of the Companies Act, 2013 the
Directors hereby confirm:
1. That in preparation of the Annual Accounts for the year ended 31st March
2023, the applicable accounting standards have been followed along with the proper
explanation relating to material departures, if any;
2. 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 as
at March 31, 2023 and of the profit of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
4. That the Directors have prepared the annual accounts on a going concern basis.
5. That the Directors had laid down Internal Financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
6. That 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.
ORDERS PASSED BY REGULATORY AUTHORITY
During the Financial Year under review, there were no material orders passed by the
regulators or courts or tribunals impacting the going concern status and companys
operations in future.
SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, associate or Joint Venture Company.
STATUTORY AUDITORS
Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules made
thereunder, based on the recommendation of the Audit Committee, the Board of Directors
has, at its meeting held on 12th August, 2022 and shareholders at the 32nd
Annual General Meeting, have re-appointed of M/s. Gupta Raj & Co., Chartered
Accountants, as the statutory auditors of the Company for the second term of five
consecutive years to hold office from the conclusion of 32nd AGM till the
conclusion of the Thirty-seventh AGM of the Company to be held in the year 2027.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information relating to conservation of energy and technology absorption by the
Company is annexed to the report as "Annexure A"
WEBLINK OF ANNUAL RETURN
Pursuant to amendment, extract of the annual return is not enclosed and the annual
return is available on the website of the Company. The weblink for said annual return
filed by the Company is: http://whiteorganicagro.com/investor_relations.html .
FOREIGN EXCHANGE EARNING AND OUTGO
The total Foreign Exchange income and outflow during the reporting financial year under
review is as under: (Amount in INR.)
| Particulars |
31st March 2022 |
31st March 2023 |
| Foreign Exchange outflow |
- |
- |
| Foreign Exchange inflow |
- |
- |
CORPORATE SOCIAL RESPONSIBILITY
The Board has approved the CSR budget of Rs. 7,54,000/-for Financial Year 2022-23. The
Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities in accordance with the provisions of Section 135 of the
Companies Act, 2013, during the year are set out in "Annexure E" of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate
governance report, which forms part of this report.
CORPORATE GOVERNANCE
Our Corporate governance philosophy: Your Companys philosophy on Corporate Governance
has been to ensure fairness to the stakeholders with full transparency and to enhance and
retain investor trust. We always seek to insure that our performance is driven by
integrity.
Our Corporate governance report for the financial year ended on March 31, 2023 forms a
part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The report on management discussion and analysis as per the SEBI (Listing Obligations
and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual
Report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The
detail forms a part of the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
Apart from the above, there are no material changes and Commitments affecting the
Financial Position of the Company from 01st April, 2023 till the date of issue
of this report.
NOMINATION AND REMUNERATION POLICY
The Company has policies framed for remuneration and appointment of directors, Key
managerial personnel and senior management of the company including criteria for
determining qualifications, independence of Director and other matters, as required under
Section 178(3). The composition forms a part of the Corporate Governance Report and the
said policy is available at the registered office of the Company.
PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON-EXECUTIVE DIRECTORS
During the year under review, the company has not entered into any transaction with its
Non-Executive Directors.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT
2013
During the year under review, the Company has not given any guarantee to any party as
provided under Section 186 of the Companies Act, 2013. The details of investments made and
loans granted by the Company are provided in note No. 3 and 4 to the financial statements.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made
there under the Company has appointed M/s. Rachana Maru Furia & Associates,
Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the F.Y.
2022-2023.
The Secretarial Audit Report is included as "Annexure B" and forms an
integral part of this report.
CERTIFICATE ON CORPORATE GOVERNANCE
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the auditors certificate on corporate governance is enclosed as "Annexure C"
to the Boards report.
RELATED PARTY TRANSACTIONS
All contracts, arrangements and transactions entered by the Company with related
parties during FY 22-23 were in the ordinary course of business and on an arms length
basis. During the year, the Company did not enter into any transactions, contracts or
arrangements with related parties that could be considered material in accordance with the
Companys policy on related party transactions drawn in accordance with relevant
regulations applicable to the Company. Accordingly, the disclosure of related party
transactions in Form AOC-2 is not applicable
The details of such transactions entered by the Company with Related Party Transactions
which are at Arms Length Price and in Ordinary Course of Business are provided in Note
No. 31 of the Financial Statements.
DIRECTORS COMMENTS ON QUALIFICATIONS OR OBSERVATIONS
Statutory Auditors Report
The comments mentioned in the audit report with respect to the funds that need to be
transferred to IEPF account; the Board of Directors has initiated the process to transfer
the funds to the IEPF account. Apart from the above, all other Statements made by the
Auditors in their report are self-explanatory and doesnt require any comments by the
Board of Directors.
Secretarial Auditor Report
With respect to comments mentioned in the report issued by Secretarial Auditors, we
would like to state that, the Company has advanced interest free loans to safeguard
interest of small businesses in need on account of COVID pandemics impact. Apart from
these, with respect to other comments mentioned, the Company has already effected
corrective measures and is now compliant with provided aspects. Further, rest of the
points mentioned in the said report are self-explanatory and necessary measures will be
taken by the Board to adhere to the regulatory requirements.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy which helps the Company in
identification of risk, lays down procedure for risk assessment and procedure for risk
minimization.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made by
the employees to the operations of the company during the period.
During the year under review, there were no employees who were in receipt of the
remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and
Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said
section. Further, the details of the top 10 employees in terms of remuneration drawn
pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014
shall be available at the registered office of the Company during the business hours and
the details ratios of the remuneration of each Director to the median remuneration to the
employees of the Company for the financial year are enclosed as "Annexure D" to
the Boards Report. The Company had 09 permanent employees during the year 22-23.
Mr. Darshak Rupani, Managing Director of the Company, was also Director on the Board of
White Organic Retail Limited (erstwhile subsidiary) upto April 14, 2022, however he was
not in receipt of any remuneration from the said subsidiary.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has complied with provisions relating to prevention of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (including
constitution of Internal Complaints Committee) to the extent applicable. During the year
under review, there were no cases filed relating to the Sexual Harassment of Women at
Workplace.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
OTHER DISCLOSURES:
During the year under review, there were no instance of one-time settlement with banks
or financial institutions and hence the differences in valuation as enumerated under Rule
8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.
There are no applications made by or any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sense of appreciation for the excellent
support received from the government authorities, bankers, consultants and the dedicated
efforts of all employees in the working of the Company.
|
By Order of the Board |
|
|
Sd/ |
Sd/ |
|
Mr. Darshak Rupani |
Mr. Prashantt Rupani |
| Date : 05-09-2023 |
Managing Director |
Director |
| Place: Mumbai |
DIN: 03121939 |
DIN: 03138082 |
+91-9892691696
