To
The Members
Your Directors have pleasure in presenting the 32nd Annual Report together
with the Audited financial statements for the year ended 31st March, 2023.
1. REVIEW OF PERFORMANCE:
(Amount in Lakhs)
| Particulars |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
| Income (Including Other Income) |
3717.90 |
2340.31 |
| Expenses (Including exceptional items) |
3305.18 |
1963.03 |
| Profit/(Loss) before Interest, Depreciation & Tax (PBIDTA) |
412.72 |
377.28 |
| Finance Charges |
188.84 |
176.62 |
| Depreciation & amortization |
182.15 |
163.43 |
| Net Profit/(Loss) B efore Tax |
41.73 |
37.22 |
| Provision for tax including Deferred Tax |
7.03 |
6.44 |
| Net Profit/(Loss) after tax |
34.70 |
30.79 |
| Add / (Less): Share of Profit / (Loss) on Associate Companies |
-- |
-- |
| Add / (Less): Minority Interest - Share of Profit / (Los s) |
-- |
-- |
| Net Profit / (Loss) |
34.70 |
30.79 |
| Basic |
0.61 |
0.64 |
| D i luted |
0.37 |
0.64 |
2. OPERATIONAL REVIEW:
During the year under review the company has achieved turnover of Rs. 3717.90 Lakhs as
compared to previous years turnover of Rs. 2340.31 Lakhs. Net profit of the company after
tax is Rs. 34.70 Lakhs as compared to previous year profit after tax of Rs. 30.79 Lakhs.
As the existing manufacturing capacities are been fully utilized and to cater to demand
from North India market, demand from export market, and prospective orders pursuant to
agreement with Reliance Retail and Mondeleze India Foods Private Limited, company is
gauging various options to enhance production capacities of the company.
Company has also raised funds by way of issue of equity and Convertible Warrants with
the object of meeting the long-term funding requirements of the Company for capital
expenditure, working capital, general corporate purposes, etc. in order to support the
future growth plan of the Company. Also, Company has obtained approval of members for
raising of funds and issuance of securities through QIP and/or FCCB and/or any other
permissible modes not exceeding USD 100 Million only.
3. INCREASE IN AUTHORISED SHARE CAPITAL/PAID UP CAPITAL:
During the financial year
a. Authorized Share Capital of the company is increased from 6,00,00,000 (Rupees Six
Crores Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of 10/- (Rupees Ten
Only) each to 18,00,00,000 (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One
Crore Eighty Lakhs Only) Equity Shares of 10/- (Rupees Ten Only) each ranking paripassu
with the existing Equity Shares in all respects as per the Memorandum and Articles of
Association of the Company.
b. Paid-up equity capital of the Company has increased from 4,82,00,000/- consisting
of 48,20,000 Equity Shares of 10/- each to 6,87,00,000/- consisting of 68,70,000
Equity Shares of 10/- each.
4. ALLOTMENT OF EQUITY AND CONVERTIBLE WARRANTS:
During the year Company has issued and Allotted
a. 20,50,000 Equity Shares of Face Value of 10/- each at a premium of 26/- each
amounting to 7,38,00,000/- to Strategic Investors being Non-Promoters on Preferential
Allotment basis pursuant to Resolution passed in the Extra Ordinary General Meeting held
on August 13, 2022 in compliance with the provisions of Section 42, 62 and other
applicable provisions of The Companies Act, 2013. Company has obtained Listing and trading
with regard to shares allotted.
b. 26,00,000 Convertible Warrants of Face Value of 10/- each at a premium of 26/-
each to Strategic Investors being Non-Promoters on Preferential Allotment basis pursuant
Resolution passed in the Extra Ordinary General Meeting held on August 13, 2022
incompliance with the provisions of Section 42, 62 and other applicable provisions of The
Companies Act, 2013
Details of Conversion of Warrants-
Warrant shall be convertible into one Equity Share of Face value of Rs. 10/- each of
the Company. The last and the final date of conversion of warrants shall be 19th April,
2024 (i.e., shall be converted within 18 months from the date of allotment of warrants).
All the outstanding warrants in respect of which the holder has not exercised his/ her
option, shall lapse by 20th April, 2024. each and 25% consideration amount as
received in terms of Regulation 169 (2) of SEBI (ICDR) Regulations, 2018 shall be
forfeited.
5. CHANGE IN DIRECTORS & KMPs:
In order to comply with provisions of Section 152 of the Companies Act, 2013, Mr.
Brahma Gurbani, Managing Director of the Company shall retire by rotation under the
provisions of the Act and being eligible, offers himself for re-appointment.
Further Mr. Vishal Ratan Gurbani was re-appointed as Whole-time Director of the Company
w.e.f 22nd August, 2022 and his re-appointment was regularized in the AGM held
on 29.09.2022. Further there were no other changes in the constitution of Board during
period under review.
Mr. Deepak Bissa, Company Secretary resigned w.e.f28.02.2023 from the position of
directorship. Further, Mrs. Krishnama Nupur is appointed as Company Secretary w.e.f
02.05.2023
6. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves during the financial year ended
March 31,2023.
7. DIVIDENDS:
Your directors do not recommend any dividends for the financial year 2022-23, as
profits are planned to be ploughed back into the business operations of the Company.
8. PUBLIC DEPOSITS:
Your Company has not accepted any deposits during the year falling under Section 73 of
the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.
9. SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31, 2023, the Company has Two (2) Subsidiary Company as defined under the
Companies Act, 2013.
Pursuant to approval of Board company has set up wholly owned subsidiaries namely "SAMPRE
NUTRITIONS FZE CO" in Silicon Oasis Free Zone, Dubai, United Arab Emirates & "SAMPRE
NUTRITIONS HOLDING LIMITED" in England, United Kingdom. The Company has not yet
remitted any capital towards subscription of these subsidiaries. These subsidiaries are
yet to start commercial operations, hence consolidated financial reports not reprepared.
10. SECRETARIAL STANDARDS:
The Directors and senior management state that applicable Secretarial Standards,
i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and
‘General Meetings, respectively, have been duly complied by the Company.
11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
12. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Companys operations in future.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
The Company has not given any Loans, Guarantees falling under Section 186 of the
Companies Act, 2013 during the current financial year and does not have any loans and
guarantees outstanding as on 31st March 2023 except outstanding advances given
to the Associate Companies in ordinary course of business.
The disclosure of particulars pursuant to Section 186(4) of Investments made by the
company and outstanding as at 31st March, 2023 is as follows:
| S. No Name of the Investee |
Nature of Investment |
Amount |
| 1. Cosmos Co-Op Bank Ltd |
1000 equity share of Rs.100 each |
Rs. 100000 |
15. ELECTRONIC ANNUAL REPORT:
In view of the MCA circulars dated May 05, 2020 read with circulars dated April 08,
2020 and April 13, 2020 followed by Circular dated January 13, 2021 and 2021 and Circular
No. 03/2022 dated May 05, 2022 and Circular no. 11/2022 dated December 28, 2022
(collectively referred to as "MCA Circulars"), permitted the Annual Report to be
sent through electronic mode, accordingly electronic copies of the Annual Report for the
financial year 2022-23 and Notice of the AGM are sent to all shareholders whose email
addresses are registered with the Company. Members are requested to register their email
ids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving
e-copies of Annual Report, Notice to the AGM and other shareholders communication.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company
hereby confirm that:
a) In the preparation of 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, there from;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give true and
fair view of the state of affairs of the Company at the end of the financial year ended 31st
March, 2023 and of the profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls by the Company and that such
internal financial controls are adequate and operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
17. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to Directors, Key Managerial Personnel and Senior Management of the Company.
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:
I. Remuneration details of Directors and Key Managerial Personnel (KMPs)
| Name of the Director |
Designation |
% increase in remuneration |
Ratio to Median Remuneration |
| a) Executive Director |
|
|
|
| Brahma Gurbani |
Managing Director |
Nil |
6.31:1 |
| Vishal Ratan Gurbani |
WTD -VP |
8% |
3.04:1 |
| b) KMP |
|
|
|
| Vamshi Srinivas Vempati |
CFO |
7% |
2.96:1 |
| Deepak Bissa (Up to 13.03.2023 |
Company Secretary |
-- |
0.43:1 |
II. Total employees on the payroll of the Company: 128
III. Percentage increase in the median remuneration of employees during FY 2022-23 and
Remuneration of Managerial Personnel Vis a Vis other employees: NIL
IV. Pursuant to Rule 5(1 )(xii) of the companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, it is hereby affirmed that the remuneration paid is as
per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
V. Details of top ten employees of the companies in terms of remuneration drawn during
the year including the details of remuneration of employees who, if employed throughout
the year, were in receipt of remuneration at the rate of not less than Rs.1,02,00,000/-
per annum or if employed for part of the year, were in receipt of remuneration at the rate
of not less than Rs. 8,50,000/- per month - NIL
18. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF
DIRECTORS:
i) Board Meetings:
The Board of Directors of the Company met 12 (Twelve) times during the year
2022- 23. The gap intervening between two meetings of the board is as prescribed in the
Companies Act, 2013. The detail of number of meetings attended by each director is as
follows:
|
Board Meetings |
| Names of Directors |
26/04/2022 |
28/05/2022 |
15/07/2022 |
06/08/2022 |
02/09/2022 |
20/09/2022 |
07/10/2022 |
20/10/2022 |
12/11/2022 |
22/12/2022 |
09/02/2023 |
25/03/2023 |
| Mr. Brahma Gurbani |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Banala Jaya Prakash Reddy |
Yes |
No |
Yes |
Yes |
No |
No |
No |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mrs. Umra Singh Sirohi |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| M r. Vishal Ratan Gurbani |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Vimal Suresh |
No |
Yes |
No |
Yes |
Yes |
No |
No |
No |
Yes |
No |
Yes |
No |
ii) Key Managerial Personnel:
As at March 31,2023, the following have been designated as KMP of the Company as
defined under Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Mr. Brahma Gurbani, Managing Director
Mr. Vishal Ratan Gurbani - Vice-President (Whole-time Director)
Mr. Vamshi Srinivas Vempati, Chief Financial Officer Mr. Deepak Bissa - Company
Secretary upto 28.02.2023
iii) Changes in Directors & Key Managerial Personnel:
Mr. Deepak Bissa, resigned as Company Secretary of the company w.e.f28.02.2023.
iv) Independent Directors:
1. Mr. Banala Jayaprakash Reddy - Second Term w.e.f 27.09.2019
2. Mrs. Umra Singh Sirohi - Second term w.e.f. 27.09 2019
3. Mr. Vimal Suresh w.e.f 14.02.2019
v) Statement on declaration by independent directors:
The Company has received necessary declaration from each independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
vi) Board Committees:
The Company has the following Committees of the Board:
(a) AUDIT COMMITTEE:
The primary objective of Audit Committee is to monitor and provide effective
supervision of the managements financial reporting process with a view to ensure
accurate, timely and proper disclosures and transparency in financial reporting. The
Company has a qualified and independent Audit Committee comprising of Independent &
Promoter Directors. The Chairman of the Committee is an Independent Director.
? Composition:
Audit Committee of your Company as on date consists of 2 Non-executive Independent
Director and 1 Executive Director. Company Secretary is Secretary to the Audit Committee.
| 1. Mrs. Umra Singh Sirohi |
- Chairperson |
| 2. Mr. Vishal Ratan Gurbani |
- Member |
| 3. Mr. Vimal Suresh |
- Member |
The committee met Four times during the financial year 28.05.2022, 06.08.2022,
12.11.2022 and 09.02.2023 attendance of each Member of Committee is as follows.
| S. Names of the Member No. |
Designation |
No. of Meetings held |
No. of Meetings attended |
| 1 Mrs. Umra Singh Sirohi |
Chairperson |
4 |
4 |
| 2 Mr. Vimal Suresh |
Member |
4 |
4 |
| 3 Mr. Vishal Ratan Gurbani |
Member |
4 |
4 |
Further there are no recommendations of Audit Committee which were not accepted
by the Board
Terms of Reference:
• Overviewing the financial reporting process of the Company.
• Recommendation for appointment, remuneration and terms of appointment of
auditors of the Company, decide the nature and scope of audit in consultation with
Auditors as well as post-audit discussion;
• Reviewing and monitoring the auditors independence and performance, and
effectiveness of audit process, performance of statutory and internal auditors, adequacy
of the internal control systems;
• Reviewing, with the management, the annual financial statements and auditors
report, quarterly financial statements, the statement of uses / application of funds
thereon before submission to the board for approval, scrutiny of inter-corporate loans and
investments, valuation of undertakings or assets, statement of deviations, management
discussion and analysis of financial condition & such other significant information
• Approval or any subsequent modification of transactions of the listed entity
with related parties;
• Evaluation and reviewing of adequacy of internal audit function internal
financial controls and risk management systems;
• To review the functioning of the whistle blower mechanism;
(b) NOMINATION AND REMUNERATION COMMITTEE:
? Brief description of terms of reference:
The Nomination and Remuneration Committee is vested with the powers relating to
formulating the criteria for determining qualifications, positive attributes, independence
of directors and recommend to the board a policy relating to the remuneration of the
directors, Key Managerial Employees and other employees.
The Committee shall also identify & screen candidates who qualify to become
directors and may be appointed in senior management with the criteria laid down,
evaluation of directors performance, approving and evaluating the compensation plans,
policies and programs for executive directors and senior managements.
? Composition:
The Nomination & Remuneration Committee constitutes of following directors:
| 1. Mrs. Umra Singh Sirohi |
- |
Chairperson |
| 2. Mr. Banala Jayaprakash Reddy |
- |
Member |
| 3. Mr. Vimal Suresh |
- |
Member |
The Nomination and Remuneration Committee met once during the financial year 2022-23 on
06.08.2022.
? Remuneration Policy and details of remuneration paid to the Directors:
The policy framed by the Nomination and Remuneration Committee under the provisions of
Section 178(4) of the Act, is as below:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to Directors, Key Managerial Personnel and Senior Management of the Company.
The remuneration policy of the Company has been so structured in order to match the market
trends of the confectionery industry. The Company has made adequate disclosures to the
members on the remuneration paid to Directors from time to time. Remuneration/ Commission
payable to Directors is determined by the contributions made by the respective Directors
for the growth of the Company.
Presently, the Non-Executive Directors do not receive any remuneration from the Company
except sitting fees.
The aggregate value of salary and perquisites for the year ended 31.03.2023 to
Executive Directors are as under:
| Name |
Designation |
Remuneration for financial year 2022-23(in Rs.) |
|
|
Salary & Perks |
Commission |
Total |
| Mr. Brahma Gurbani |
Managing Director |
24,00,000 |
-- |
24,00,000 |
| Mr. Vishal Ratan Gurbani |
Vice-President & Whole Time Director |
11,56,400 |
-- |
11,56,400 |
(c) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The role of Stakeholders Relationship Committee is to consider and resolve the
grievances of shareholders of the Company with respect to transfer of shares, non- receipt
of annual report, non-receipt of declared dividend, etc, review adherence to the service
standards in respect of services from the Registrar & Share Transfer Agent and ensure
timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the company.
Composition of Stakeholders Relationship Committee is as follows:
| Mrs. Umra Singh Sirohi |
- |
Chairperson |
| Mr. Vishal Ratan Gurbani |
- |
Member |
| Mr. Vimal Suresh |
- |
Member |
vii) Vigil Mechanism:
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 behaviour the company has established a whistle-blower
policy and also established a mechanism for Directors and employees to report their
concerns.
? WhistleBlower Policy:
The Company has established a mechanism for employees to report concerns about
unethical behaviors, actual or suspected fraud, and violation of Code of Conduct of the
Company etc. The mechanism also provides for adequate safeguards against victimization of
employees who avail the mechanism and also provides for direct access to the Chairman of
the Audit Committee. We affirm that during the financial year 2022-23, no employee has
been denied access to the Audit Committee.
viii) Related Party Transactions:
During the year under review, your Company has entered into transactions with related
parties, the details of said transactions are provided in Notes to the Audited Accounts
for the year 2022-23 as appended to this report.
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business. There are no such transactions made
by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large. All
Related Party Transactions are placed before the Audit Committee and also the Board for
approval, where ever required. Prior omnibus approval of the Audit Committee, if any, is
obtained for the transactions which are of a foreseeable and repetitive nature. A
statement giving details of all related party transactions entered into pursuant to the
omnibus approval so granted are placed before the Audit Committee and the Board of
Directors on a quarterly basis.
Details of the related party transactions as required pursuant to clause (h) of sub-
section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is annexed as Annexure - 1 to this report.
19. PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the
Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the
performance of the Board of Directors and their committees, along with performance of
individual Director in the light of Companys performance. The performance of the
Directors individually and collectively and performance of committees are found
satisfactory.
With the spirit of wealth creation for the shareholders of the Company, your directors
are committed to give their best efforts towards the development of the Company.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As your company doesnt have net worth exceeding rupees five hundred crore or turnover
exceeding rupees one thousand crore or net profit exceeding five crores,
doesnt fall under the criteria to comply with provisions of Corporate Social
Responsibility u/s 135, hence the disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not required to be made.
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has laid down internal financial controls and believes that the same are
commensurate with the nature and size of its business. Such controls have been
supplemented by the internal audits carried by Internal Auditor in discussion of top
Management including Directors and Chief Financial Officer and presented before the Audit
Committee, periodically.
Based on the framework of internal financial controls and the reviews performed by the
Management and the Audit Committee, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during financial year 2022-23, for
ensuring the orderly and efficient conduct of its business including adherence to the
Companys Policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of accounting records and timely preparation of
reliable financial disclosures.
22. AUDITORS:
M/s. R R K & Associates, Chartered Accountants (FRN: 009785S), Statutory Auditors
were appointed at the Twenty Eighth AGM of the Company to hold the office for a period of
five years until the conclusion of the Annual General Meeting of the Company to be held in
the financial year 2024. The Company has obtained consent from the Auditors expressing
their willingness to continue as statutory Auditors for financial year 2023-24 and that
they are eligible for such continuation of their appointment.
Further pursuant to section 142 of the Companies Act, 2013 payment of remuneration to
Auditors requires approval of members in general meeting, hence resolution commended for
the approval of Shareholders to authorize the board to negotiate and fix their
remuneration for FY 2023-24.
23. DETAILS OF FRAUD REPORTED BY AUDITORS:
The Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Companies Act, 2013.
24. AUDITORS REPORT:
The Auditors Report for fiscal 2023 does not contain any qualification, reservation or
adverse remark. The Auditors Report is enclosed with the financial statements in this
annual report.
25. COST AUDIT & RECORDS:
The provisions of Cost audit u/s 148 and Cost Records are not applicable to the
Company.
26. SECRETARIAL AUDITORS:
In accordance with the provisions of Section 204 of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Persons) Rule, 2014, the Board of
Directors of the Company appointed P. SARADA, Practicing Company Secretary, to
conduct Secretarial Audit of the company for the financial year 2022-23. The Secretarial
Audit Report for Financial year 2022-23 is herewith appended as Annexure 2 to the
Boards report.
With regard to SDD non-compliance your company in process of implementation of SDD
systems.
27. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act, 2013, and extract of Annual
Return in Form MGT 9 is annexed herewith as Annexure 3 to the Boards Report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of
the Companies (Accounts) Rules, 2014, are set out in the Annexure 4 to this Report.
29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34 (2) and Para B of Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis
report is attached and forms part of this report, as Annexure 5.
30. CORPORATE GOVERNANCE REPORT:
The Companys is exempted some of provisions of corporate governance under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to exception
provided under Regulation 15(2)(a) as Paid-up Share Capital and Networth of the Company do
not exceed Rs. 10 Crores and Rs. 25 Crores respectively as on 31.03.2023. Hence corporate
governance report is not applicable for FY 2022-23.
31. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences
on the Companys businesses. Risk management is a structured approach to manage
uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the
Company and key risks will now be managed within a unitary framework.
The Company has developed and implemented a Risk Management Policy for identifying the
risk associated with business of the Company and measures to be taken to mitigate the
same. The Audit Committee has additional oversight in the area of financial risks and
controls. All risks are well integrated with functional and business plans and are
reviewed on a regular basis by the senior leadership. There are no risks which in the
opinion of the Board threaten the existence of the Company
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is always committed to promote a work environment free from discrimination
and harassment based on gender thereby providing a friendly workplace environment. It
ensures that all employees are treated with dignity and there is no discrimination between
individuals on the basis of their race, colour, gender, religion, political opinion,
social origin, sexual orientation or age.
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. During the Financial Year
2022-23, the Company received no complaints on sexual harassment.
33. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
34. ACKNOWLEDGEMENTS:
Your Directors have pleasure in recording their appreciation for the assistance
extended to the Company by various officials of the Central and State Governments and
Commercial Banks.
Your Directors would also like to place on record their sincere appreciation and
gratitude to the Shareholders, Investors, Suppliers, Bankers for their support and
co-operation. Your Directors express their heartfelt gratitude to the employees for their
exceptional commitment and loyalty to the Company.
|
By the Order of the Board |
|
|
For SAMPRE NUTRITIONS LIMITED |
|
|
Sd/- |
Sd/- |
|
BRAHMA GURBANI |
VISHAL RATAN GURBANI |
| Place: Medchal |
Managing Director |
Whole-time Director |
| Date: 29.08.2023 |
DIN:00318180 |
DIN:07738685 |
+91-9892691696
