Mrs Bectors Food Specialities Ltd Directors Report.

Your Directors are pleased to present the 26th Annual Report on the affairs of the Company together with the audited statement of accounts for the year ended on 31st March, 2021.

FINANCIAL PERFORMANCE

(Amount in Rs. million)
Particulars

Standalone

Consolidated

For the year ended 31 March 2021 For the year ended 31 March 2020 For the year ended 31 March 2021 For the year ended 31 March 2020
Revenue from Operations (Net) 8,377.7 7,077.4 8,807.3 7,621.2
Other Income 98.4 71.1 101.3 28.5
Total Income 8,476.1 7,148.5 8,908.5 7,649.8
Less: Expenses 7,050.7 6,265.7 7,396.8 6,693.1
Less: Finance Cost 95.2 150.4 95.2 150.4
Less: Depreciation and Amortization 419.4 386.4 446.8 416.5
Add: Profit before share of equity accounted investees and tax share of net profit of associates accounted for using the equity method 0.9 0.4
Profit before Taxation 910.8 346.0 970.7 390.2
Less: Tax Expense (Deferred & Current) 232.6 63.9 248.0 87.0
Profit for the year 678.2 282.1 722.8 303.1
Add: Other Comprehensive Income / (loss) for the year -0.6 -6.0 -0.4 -6.4
Total Comprehensive Income for the year 677.6 276.1 722.4 296.7
Earnings per Share
Basic (Rs.) 11.8 4.9 12.5 5.3
Diluted (Rs.) 11.8 4.9 12.5 5.3

PERFORMANCE REVIEW

On standalone basis, the Company reported revenue from operations of Rs.8,377.7 million for the financial year 2020-21, as compared to Rs.7,077.4 million in the previous financial year 2019-20, registering a growth of 18.4%. Profit before financial expenses, depreciation and taxation stood at Rs.1,327.0 million, as compared to Rs.811.7 million in the previous year. Net profit for the year under review amounted to Rs.678.2 million, as compared to Rs.282.1 million in the previous year, registering a substantive increase of 140.4% over the previous year.

On consolidated basis, the Company reported revenue from operations of Rs.8,807.3 million for the financial year 2020-21, as compared to Rs.7,621.2 million in the previous financial year 2019-20, registering a growth of 15.6%. Profit before financial expenses, depreciation and taxation stood at Rs.1,410.5 million, as compared to Rs.928.2 million in the previous year. Net profit for the year under review amounted to Rs.722.8 million, as compared to Rs.303.1 million in the previous year, registering an increase of 138.4%.

Impact of the Covid-19 Pandemic on the Performance

The impact of the pandemic started in March 2020, with Governments announcing lockdown across the world to control the spread of the virus. This was followed by restricted easing of services across different countries to be followed by further rounds of lockdowns (including localised lockdowns) initiated across different countries. There was also positive news in the latter half of the year with vaccine approvals and launch of vaccination drives in several countries.

We saw varied effects across our different businesses - consumer businesses and export segment were positively impacted with increase in at-home consumption and pantry loading (especially in the initial stages of the lockdown), while out-of-home and institutional business saw drastic decline in volumes.

In terms of impact on the financial performance, the Companys performance was not adversely impacted by the Covid pandemic and it recorded robust topline growth in all segments, except for the institutional bakery segment.

CREDIT RATING

The Company was accorded credit rating of CRISIL AA-/ Stable (pronounced "Double A minus Stable") for long-term borrowings and CRISIL A1+ (pronounced "CRISIL A one plus") for short-term borrowings.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.2.40/- per equity share of face value of Rs.10/- each (i.e. 24%) for the year ended March 31, 2021. The dividend, subject to the approval of members at the Annual General Meeting on Thursday, August 5, 2021, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of tax at source).

The Dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys website at www.cremica.in

MATERIAL CHANGES

(a) Material changes between the date of the Board report and end of financial year

There Rs.ave been no material changes and commitments, if any, affecting the financial position of the Company which Rs.ave occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

(b) Material events during the year under review

During the year under review, the Company got listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE) on December 24, 2020, which includes fresh offer of Rs.405.4 million and offer for sale (OFS) of Rs.5,000 million.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

Subsidiary Company/Associate Company

At the close of financial year 2020-21, the Company had two subsidiary companies, viz.:

i. Bakebest Foods Private Limited

ii. Mrs. Bectors English Oven Limited

The company also has one associate company viz., Cremica Agro Foods Limited as on 31st March 2021.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the financial statements, a separate statement containing the salient features of the financial statements of its subsidiary companies in the manner prescribed under the Companies Act, 2013 and rules made thereunder in form AOC-1 (Annexure- C).

Further, there have been no such companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III of the Companies Act, 2013 and shall be laid before the forthcoming Annual General Meeting (AGM) of the Company.

The consolidated financial statements of the Company have also been prepared in accordance with relevant accounting standards issued by the Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Companys website at www.cremica.in

STATUTORY AUDITOR & AUDIT REPORT

M/s B S R & Co. LLP, Chartered Accountants, (firm registration No.101248W/W-100022) were appointed by the shareholders at the 24th Annual General Meeting as Statutory Auditors of the Company to hold office for the period of five years from financial year 2019-20 to 2024-25, i.e. from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting. Since their term is not expiring on the conclusion of the ensuing AGM, there is no requirement of passing any resolution at the ensuing AGM.

The Auditors have given unmodified report as there are no qualifications, observations or adverse remarks made by the Auditors in their Report for the year ended March 31, 2021.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2020-21.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following is the constitution of the Board of Directors and key managerial personnel as on date:

Sr. No. Name of Director Designation
1 Mr. Subhash Agarwal Chairman & Independent Director
2 Mr. Anoop Bector Managing Director
3 Mr. Parveen Kumar Goel Chief Financial Officer and Whole-time Director
4 Mr. Ishaan Bector Whole-time Director
5 Mr. Rahul Goswamy Nominee Director
6 Mr. Rajiv Dewan Independent Director
7 Mrs. Pooja Luthra* Independent Director
8 Mr. Suvir Bector** Additional Director
9 Mrs. Rajni Bector*** Director
10 Mr. Nem Chand Jain**** Independent Director
11 Mr. Tarun Khanna***** Nominee Director
12 Mr. Atul Sud Company Secretary and Compliance Officer

* Mrs. Pooja Luthra was appointed as an Independent Director and her appointment was approved by the members in their meeting held on 16.10.2020.

** Mr. Suvir Bector is an Additional Director (Whole-time Director) appointed by the Board of Directors in their meeting held on 30.03.2021. His appointment as a Whole-time Director is proposed in this AGM, subject to shareholders approval.

*** Mrs. Rajni Bector, Director of the Company, retired from the Board w.e.f. March 31, 2021. She was appointed as the Chairperson Emeritus by the Board in its meeting held on 30.03.2021 and extended her the invitation to attend the Board meetings of the Company as a mentor to the Board.

**** Mr. Nem Chand Jain, Independent Director of the Company (whose second tenure expired on 16.03.2021) has ceased to be a Director of the Company with effect from the close of business hours on March 16, 2021.

***** Mr. Tarun Khanna, Nominee Director of the Company, has resigned from the Company with effect from February 5, 2021 due to fulfilment of terms and conditions of the shareholders agreement.

Mr. Subhash Agarwal, aged 84 years, is the Non-Executive Independent Director and Chairman of the Company. In accordance with Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect. In this regard, at the AGM of the Company held on 16th October, 2020, the members of the Company have approved his continuation of office for a period of one year. Since his term as an Independent Director is valid till 9th February, 2022, the approval of the shareholders is sought for the continuation of his Directorship on the Board of the Company even after attaining the age of 75 years.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Pooja Luthra has been appointed as Independent Woman Director on the Board of the Company.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 31, 2021 to review the matters as laid down in the aforesaid schedule and regulations.

Deposits

(Amount in Rs.)
Particulars Amount
Deposits accepted during the year (including renewed during the year) Nil
Deposits remained unpaid or unclaimed at the end of the year Nil
Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved Nil
(i) at the beginning of the year
(ii) maximum during the year
(iii) at the end of the year
Deposits which are not in compliance with requirement of chapter V of the Companies Act, 2013 Nil

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure - A.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy, which is available on Companys website at www.cremica.in

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of approximately H9.94 million directly and through Mrs. Bector Foundation (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). The CSR Committee had approved one long-term project of construction and renovation of building of Government School at Phillaur and this will be implemented through Mrs. Bector Foundation. The salient features of the CSR policy along with the Report on CSR activities are given in Annexure-B to this Directors Report.

NUMBER OF MEETINGS OF THE BOARD

During the year 2020-21, the Board of Directors met 15 times on June 1, 2020, August 14, 2020, September 19, 2020, October 19, 2020, November 28, 2020, December 6, 2020, December 8, 2020, December 9, 2020, December 14, 2020, December 18, 2020, December 19, 2020, December 22, 2020, December 22, 2020, February 5, 2021 and March 30, 2021.

BOARD COMMITTEES

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing

Regulations.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee and

5. Risk Management Committee.

All these committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions, powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had 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 as at March 31, 2021 and of the profit and loss of the Company for that period;

(iii) the Directors had 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;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(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.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors furnished a declaration that they meet the criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act, 2013 at the Board meeting held on 7th June, 2021.

Companys policy on Directors Appointment and Remuneration, including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director and other Matters provided under sub-section (3) of Section 178.

The Board on the recommendation of the Nomination, Remuneration framed a policy for selection and appointment of Directors, senior management and their remuneration and to develop and recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Companys website at www. cremica.in

Broad terms of reference of the committee inter-alia include:

a) To identify persons who are qualified to become Directors and who may be appointed as KMPs and in senior management position in accordance with the criteria laid down, recommend to the Board for their appointment and removal;

b) To carry out evaluation of every Directors performance;

c) To identify the criteria for determining qualifications, positive attributes and independence of a director;

d) To finalise the remuneration for the Directors, key managerial personnel and senior management personnel;

e) To assess the independence of Independent Directors; and

f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI (LODR), whenever applicable.

In this context, the committee will also review the framework and processes for motivating and rewarding performance at all levels of the organisation, will review the resulting compensation awards, and will make appropriate proposals for Board approval.

BOARD EVALUATION

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors. The key features of this policy have also been included in the report. The policy provides for evaluation of the Board and the individual Directors, including the Chairman of the Board and Independent Directors.

Subsequent to the year under review, the evaluation for the period 2020-21 was completed as per the policy adopted in compliance with the applicable provisions of the Act. The Boards assessment was discussed with the full Board evaluating, amongst other things, the full and common understanding of the roles and responsibilities of the Board, contribution towards development of the strategy and ensuring robust and effective risk management, understanding of the operational programmes being managed by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of progress towards strategic goals and operational performance, number of Board meetings, committee structures and functioning, etc.

The members concluded that the Board was operating in an effective and constructive manner.

Disclosure of Remuneration of Directors and Employees of the Company

Information as 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 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure-G and forms part of this report.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the annual return in form MGT-9 is attached with this report as Annexure-F

SECRETARIAL AUDIT REPORT

M/s. Anuj Bansal & Associates, Practicing Company Secretaries, Jalandhar, has been appointed to conduct Secretarial Audit of the Company for the financial year 202021 pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014. A report submitted by them is attached herewith as Annexure-E. There was no qualification, reservation or adverse remark in the Report of the Secretarial Auditor.

CORPORATE GOVERNANCE

The Company is committed to follow the best Corporate Governance practices, including the requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2020-21 were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. There are no material related party transactions made by the Company during the year under review. Given that the Company does not have anything to report pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2, therefore the same is not provided.

All such transactions are placed before the Audit Committee for review/approval. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis. As good governance practice, the same are also placed before the Board for seeking their approval. Disclosures, as required under Indian Accounting Standards ("IND AS") - 24, have been made in the Note No. 47 to the Consolidated Financial Statements. Further, in terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/ entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

The policy on related party transactions, as formulated by the Board is available on the Companys website, i.e. www. cremica.in Share Capital and Provision of Money by Company for Purchase of its own Shares by Trustees or Employees for the Benefit of Employees

During the year under review, the Company successfully launched its IPO, whose issue size was H5405.4 million, which includes fresh issue of H405.4 million and offer for sale of H5000 million. Pursuant to this IPO and issue of shares to eligible employees under ESOP Plan 2017, the paid-up share capital of the Company has increased to H58,74,65,140 divided into 5,87,46,514 equity shares of H10 each.

UTILISATION OF ISSUE PROCEEDS

In terms of Regulation 32 read with 18(3) read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee reviewed the statement of deviations in use of proceeds raised from the public IPO and reported to the stock exchange

that there is no deviations in utilisation of funds as per the statement given below.

(Amount in Rs. million)

Particulars Object of the issue as per Prospectus Utilisation up to 31 March 2021 Unutilised amount as on 31 March 2021
Financing the project cost towards Rajpura extension project 405.40 405.40
Total fresh proceeds 405.40 - 405.40

AUDIT COMMITTEE AND VIGIL MECHANISM

As required under Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have already constituted an Audit Committee, which, as of the close of the financial year under review, comprised of Mr. Rajiv Dewan, Independent Director as Chairman, Mr. Rahul Goswamy, Nominee Director as Member, and Mr. Subhash Agarwal, Independent Director as Member.

The committee held six meetings during the year under review.

The Board of Directors established a vigil mechanism to redress genuine concerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri, Manager Accounts, has been designated as Whistle and Ethics Officer to hear the grievances of employees and Directors of the Company; however, offences of serious nature may be brought to the attention of the Chairman of the Audit Committee of the Company. The Audit Committee regularly reviews the working of the mechanism. No complaint was received during the year under review.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The business of the Company solely depends upon agricultural produce, which is highly seasonal and this is a major element of risk which may threaten the existence of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is presented separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report ("BRR") for the year under review, as stipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted by top-1,000 listed entities based on their market capitalisation as on March 31, 2021, is presented separately and forms part of this Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers and employees at all levels of the organisation. A detailed section on Human Resources/ Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company, under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company, under the provision of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

Pursuant to the resolution of our Board of Directors dated February 20, 2017 and of our shareholders dated June 30, 2017, our Company has instituted the Employee Stock Option Plan 2017 ("ESOP Plan 2017"), which became effective from June 30, 2017 and continues to be in force as on the date of this report. In accordance with ESOP Plan 2017, the maximum number of equity shares exercisable per option granted cannot exceed 1% of the total paid-up share capital of the Company, which is 572,676 equity shares.

ESOP Plan 2017 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The detailed Report on the ESOP is given the Annexure-D.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013, so there was no voluntary revision done by the Company during financial year 2020-21.

Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy of internal financial controls with reference to financial statements - it is stated that there is adequate internal control system in the Company. The Company has an effective and reliable internal control system commensurate with the size of its operations. The internal control system provides for well-documented policies and procedures that are aligned with global standards and processes.

RECEIPT OF ANY COMMISSION/REMUNERATION BY MD / WTD OF COMPANY FROM ITS HOLDING OR SUBSIDIARY

The Company does not have any holding company. Further, no subsidiary company of the Company has paid any commission/remuneration to the Directors of the Company for the financial year 2020-21, except for Mrs. Rajni Bector.

Statement indicating the Manner in which formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

In line with the provisions of the Companies Act, 2013, the Board evaluation was carried out through a structured evaluation process by all the Directors based on the criteria such as composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement, independence of judgement, decision-making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and NonIndependent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and the results thereof.

FRAUD REPORTING

There was no fraud reported to the Board during the year under review.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up "Internal Complaint Committee" (‘the Committee) to redress complaints received regarding sexual harassment, which has formalised a free and fair enquiry process with clear timelines. During the year under review, the Company had not received any complaint of harassment.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS (LGSI) UNDER SECTION 186

The Company has not given any loans, or provided any guarantees, or security as specified under Section 186 of the Companies Act, 2013.

INTERNAL AUDITOR

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Grant Thornton India LLP, Gurgaon, as Internal Auditors to conduct internal audit for the financial year 2020-21.

The Company has an Internal Audit Department to test the adequacy and effectiveness of internal control systems laid down by the management and to suggest improvement in the systems. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board. Grant Thornton India LLP, Gurgaon, conducted the internal audit for the financial year 2020-21 and presented an Internal Audit Report, which did not have any objection in it.

INTERNAL FINANCIAL CONTROLS AUDIT

During the financial year 2020-21 under review, the Companys internal controls were tested by M/s Genikon Services Pvt. Ltd., and no reportable weakness in the system was observed.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not applicable to our Company.

SECRETARIAL STANDARDS

The Secretarial Standards SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and General Meetings issued and notified by the Institute of Company Secretaries of India as amended/replaced from time to time have been complied with by the Company during the financial year under review.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all associates for their valuable support, and look forward to their continued cooperation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors
For Mrs. Bectors Food Specialities Limited
Sd/-
(Subhash Agarwal)
Place: Phillaur Chairman
Date: 07.06.2021 (DIN: 02782473)