wardwizard foods beverages ltd share price Directors report

Dear Members,

Your Directors have immense pleasure in presenting the 69^th Annual Report on the business and operations of the Company for the Financial Year ended 31^stMarch 2023.

Financial Highlights:

Your Companys financialperformance for the year ended March 31, 2023 is as below: (Rs. in Lakhs)

Particulars	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Sales & Other Income	780.89	33.59
Profit before Interest, Depreciation & Exceptional Items	(817.53)	(12.24)
Interest	1.70	(8.90)
Depreciation	92.80	(1.32)
Exceptional Items	0	(7.94)
Profit /(Loss) before Tax	(817.53)	(20.18)
Provision for Tax	76.01	-
Profit after Tax	(893.54)	(20.18)
Add : Balance Brought forward from previous year	(515.95)	(495.77)
Dividend on Preference Share	0.00	0.00
Tax on distributed preference dividend	0.00	0.00
Sales Tax Paid for Earlier Year	0.00	0.00
Balance carried to Balance Sheet	(893.54)	(515.95)

Results of Operations and the State of Companys Affairs & Future Outlook:

During the year under review, the Company has made Loss of Rs. 893.54 Lakhs. During the year, there was change in the control & management of the Company. The present management of the Company has taken the control and management of the Company dated 21^st May, 2022. The present management is into frozen foods, ready to eat foods, beverages, drinking water and other foods items 3. The Company has plan for expansion in the state of Gujarat, Maharashtra, Rajasthan and other parts of India, including exports to various countries. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

Change in Control & Management:

During the year there has been change in the control & management of the Company. (1) Mrs. Sheetal Mandar Bhalerao (2) Mr. Yatin Sanjay Gupte and (3) Wardwizard Solutions India Private Limited, have acquired 2,70,57,520 equity shares of Re. 1/- each representing 24.78% of the paid-up capital of the Company by way of Share Purchase Agreement dated 5^th February, 2022 between the existing promoters & Acquirers. The Acquirers have made Open Offer of 3,88,46,692 equity shares of Rs. 1/- each at an offer price of Rs. 5/- per share representing 35.57% of the paid-up capital of the Company.

The Open Offer opened on 30^th March, 2022 & closed on 12^th April, 2022 & it was concluded successfully on 22^nd April, 2022. Pursuant to completion of Open offer after SEBI approval the entire Board of the Company was changed on 21^st May, 2022, details of which are given elsewhere in the report.

Name Change of the Company:

The Company has changed its name from ‘Vegetable Products Limited to ‘Wardwizard Foods and Beverages Limited and also changed its main object in its Board meeting held on 17^th June, 2022 and shareholders approval taken through postal ballot and resolution was passed on 30^th July, 2022 to carry out the business activities of frozen foods, ready to eat foods, aerated drinks, soft drinks, drinking water and other foods and beverages items. The new business activities in the listed entity will make a value addition to the net worth the Company by increased top line and its pro_itability & sustained earnings in the future. This will bene_it public shareholders at large. The management wants to consolidate all foods & beverages business activities in the Company & thus to enjoy all its operations with greater cost ef_iciency.

The Company has received the certifiicate of Registration of Alteration of Object Clause from Registrar of Companies (ROC-Kolkata) on 02^nd August, 2022 and Certifiicate of Incorporation pursuant to change of name received from Registrar of Companies (ROC_Kolkata) on 03^rd August, 2022.

Preferential Issue:

The Board of Directors of the Company at meeting held on June 24, 2022 had approved the issue of Convertible Equity Warrants on preferential basis in aggregate and up to 17,00,00,000 (Seventeen Crore) Convertible equity warrants ("Equity Warrants") for cash at a price of Rs. 5/- per warrant, each convertible into or exchangeable for One (1) equity share of face value of Re. 1/- each ("the Equity Shares") (Including Premium of Rs. 4/- each) aggregating to Rs. 85,00,00,000/- (Rupees Eighty Five Crores) to Promoters/ Promoter groups and Strategic Investors not forming part of the Promoter Group/ Non-promoter entity as defined in SEBI (ICDR) Regulations ("Proposed Allottee") under Promoter Category on a preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations, through Shareholders approval through Postal Ballot dated 02 09 2022 and In principle approval letter received for issue of 16,99,40,000 warrants convertible into 16,99,40000 equity shares of Re. 1/- each from stock exchange dated 29 08 2022.

The Company has allotted the 4,90,40,000 equity shares on preferential basis to promoters/ promoters group and Strategic Investors not forming part of the Promoter Group out of 16,99,40,000 convertible equity warrants dated 10 -10-2022. The Listing approval was received on 22 11 2022 and the trading approval was received on 01_12_2022. Further, the Company has allotted the 3,73,00,000 equity shares on preferential basis to promoters/ promoters group and Strategic Investors not forming part of the Promoter Group out of 12,09,00,000 convertible equity warrants on 28 03 2023. The Listing approval was received on 08_05_2023 and the trading approval was received on 12_05_2023.

Further, the Company has allotted the 1,70,00,000 equity shares on preferential basis to promoters out of 8,36,00,000 convertible equity warrants on 21_06_2023. The Listing approval was received on 26_07_2023 and the trading approval is awaited.

The main object of the Preferential Issue was:

1. Augmentation of Working Capital Purposes

2. General Corporate Purposes

3. Marketing and Branding

4. Investment in Group Companies

5. Plant and Machinery

Acquisition of Food Business:

The Company has acquired the Business of Yeppy foods and Safpro Industries Pvt. Ltd, both are in food industries, as per the valuation report. Yeppy foods has got manufacturing unit at Vadodara, wherein Sanjay Gupte is majority partner. Yeppy foods manufactured frozen foods & ready to eat food items.

Yeppy foods also owns "QUIKSHEF" brand under which various outlets in Gujarat & Maharashtra are operating for frozen foods. These outlets are owned by Yeppy Foods. The Company along with business has acquired brand & other outlets, which are presently operating. The Company has acquired this business on cash basis. The Company has made Business Succession Agreement dated 24^th September, 2022.

Safpro Industries Private Limited was engaged in the business of manufacturing of top-quality sauces, ketchup, mayonnaise and Packaged Foods, Canning, Bottling, & Pouching of Various Foods items and Condiments and more for exports and domestic markets. The Company is an ISO 22000 certifiied Company with the manufacturing facility located in Gujarwadi, Pune. The product is marketed under the brand name ‘Snackbuddy and ‘Wildberry through stockiest located across India. The Companys portfolio comprises of 41 plus products range of condiment foods which includes sauces, ketchup, mayonnaise and more. Safpro business along with plant & machinery was acquired by the Company. The Company has acquired this business on cash basis. The Company has made Business Transfer Agreement dated 24^th September, 2022.

Shifting of Registered Of_ice and Corporate Of_ice of the Company:

Pursuant to Section 12 of The Companies Act, 2013 (‘the Act) and any other applicable provisions of the Act and Rules made thereunder (including any statutory modifiication and re-enactment thereof for the time being in force), the Company has changed its Registered Of_ice of the Company from Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor Kolkata – 700 001 to MMS Chambers, 4A, Council House, 1st Floor, Room No. D1, Kolkata, West Bengal – 700 001 with effect from 17^th June, 2022. Further, the Company has shifted the registered of_ice from MMS Chambers, 4A, Council House, 1^st Floor, Room No. D1, Kolkata, West Bengal – 700 001 to Old Nimta Road, Nandan Nagar, Belghoria- Kolkata-700083 within local limits with effect from 23^rd September,2022.

The Company has set up its Corporate Of_ice at 418, GIDC Estate, Por, Ramangamdi, Vadodara-391243 wherein KMP, Directors and major department has been functioning from the Corporate Of_ice as the new management is based in Vadodara, Gujarat, India in its Board Meeting held on 21^st May, 2022. All the Books of accounts are maintained in the corporate of_ice of the Company.

Listing of Equity Shares:

The Companys equity shares are listed on The BSE Limited (Scrip Code: 539132) The Company has paid the Annual Listing Fees for the FY 2022- 2023 to the said Stock Exchange as required.

Material Changes and Commitments Affecting the Financial Position of the Company Occurred During the Financial Year:

There has been no material change and commitment affecting the financialperformance of the Company which occurred between the end of the Financial Year of the Company to which the financialstatements relate and the date of this Report.

Material Orders Passed by the Regulators of Courts or Tribunals Impacting The Companys Operation in Future:

No such material order has been passed by the Regulators or Court or Tribunals having adverse effect on the operation of the Company in future.

Circulation of Annual Reports in Electronic Form:

In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual Reports for the financialyear ended 2022_23 to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report 2022_23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories, unless any member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 2022- 23 will also be available on the Companys website www.wardwizardfoods.com

Adequacy of Internal Financial Controls:

The Company has in place adequate financialcontrols commensurate with its size, scale and complexity of operations with reference to its financialstatements. Internal financialcontrols of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable _inancials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. Your Company ensure adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

The Audit Committee of Board of Directors reviews the adequacy of internal controls.

Acceptance of Public Deposits:

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Details Of Transfer To Reserves:

In absence of any pro_its, the Board do not recommend transfer of any amount to General Reserves.

Dividend:

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 2022_2023.

Unclaimed Dividend and Shares to the Investor Education and Protection Fund (IEPF):

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company

Share Capital:

Authorised Share Capital:

The Company in its Board meeting held on 24^th June, 2022 has decided to increase the Authorized Share Capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven crore only) to Rs. 28,00,00,000 (Rupees Twenty-eight crore only) divided into 28,00,00,000 (Twenty-eight crore) equity shares of Re. 1/- each of the Company and consequent alteration of Memorandum of Association of the Company which was approved by the Shareholders through Postal Ballot dated on 02_09_2022.

Paid up Share Capital:

During the year under review, there has been change in the paid up Share Capital of the Company. The Company has allotted 4,90,40,000 (dated 10^th October, 2022) and 3,73,00,000 (dated 28^th March, 2023) equity shares on preferential basis to promoters/ promoters group and Strategic Investors not forming part of the Promoter Group pursuant to conversion of warrants.

The Companys paid-up equity share capital as on March 31, 2023 was Rs. 1955.4 lakhs.

Utilisation of Proceeds:

Status of Utilisation of Rights Issue Proceeds are mentioned in the below table as on 31^st March, 2023:

(Amount in Lakhs)

Funds Raised	Fund utilised	Fund un utilised
7424.50	5263.60	2160.90

Deviation in the use of proceeds from the object stated in the offer Document:

There has been no deviation in the utilization of the funds raised by the Company.

Further, the details of Utilisation preferential allotment proceeds for the year ended 31st March, 2023 have been provided in notes to the Accounts of the Financials of the Company.

Subsidiary, Associate and Joint Venture Companies:

During the year under review, there are no subsidiaries, associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. Pursuant to the provisions of Companies Act, 2013.

Directors and Key Managerial Personnel:

The entire Board of the Company has undergone changes, pursuant to change in the management of the Company. The details of Directors appointed & resigned during the year are as follows:

Directors

Sr.				Original date of Date of
No.	DIN/PAN	Name of Director	Designation	Appointment	Cessation
1	00080751	Mr. Rameshchandra Daga	Managing Director & CEO	11_05_2021	21_05_2022
2	00080515	Mr. Pradeepkumar Daga	Non-Executive Director	11_09_2014	21_05_2022
3	08471379	Mrs. Santosh Choradia	Non- Executive Woman Director	31_10_2019	21_05_2022
4	08752495	Mrs. Pritika Choraria	Non-Executive Independent Director	03_06_2020	21_05_2022
5	08751700	Mr. Nitesh Singh	Non-Executive Independent Director	03_06_2020	21_05_2022
6	09282921	Mr. Satyam Jaiswal	Non-Executive Independent Director	17_08_2021	21_05_2022
7	06453413	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairman	21_05_2022
8	07261150	Mr. Yatin Sanjay Gupte	Non- Executive Non Independent Director	21_05_2022
9	08286993	Mr. Sanjay Mahadev Gupte	Non- Executive Non Independent Director	21_05_2022
10	02613471	Mr. Sanjay Rajendra Soni	Non-Executive Independent Director	21_05_2022
11	08287618	Mr. Kiran Suhas Upasani	Non-Executive Independent Director	21_05_2022
12	09195568	Mrs. Neelambari Harshal Bhujbal	Non-Executive Independent Director	21_05_2022

Directors Liable to Retire By Rotation:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sanjay Mahadev Gupte (DIN: 08286993) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant details in respect of the Directors proposed to be appointed / re-appointed are set out in the Corporate Governance Report forming part of the Boards Report. The Board recommends all the resolution placed before the members relating to appointment / re-appointment of Directors for their approval.

Key Managerial Personnel:

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No.	Name	Designation
1	Mr. Rameshchandra Daga	Managing Director
	(Resigned on 21st May,2022)
2	Mr.Amit Kumar Singh	Chief Financial Of_icer
	(Resigned on 21st May,2022)
3	Mr. Abhishek Lohia	Company Secretary & Compliance Of_icer
	(Resigned on 10th April,2022)
4	Mrs. Sheetal Mandar Bhalerao	Managing Director & Chairman
	(Appointed on 21st May,2022)
5	Ms. Sejal Manharbhai Varia	Chief Financial Of_icer
	(Appointed on 21st May,2022)
6	Ms. Bhoomi Ketan Talati	Company Secretary & Compliance Of_icer
	(Appointed on 11th April,2022)

Number of Meetings of the Board of Directors:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the revised Secretarial Standards – 1 (SS_1) issued by the Institute of Company Secretaries of India and SEBI LODR. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The formation and term of reference of various Committees are also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March,2023 are as follows:

Name of the Director	Number of Board Meetings
	Held	Attended
Mr. Rameshchandra Daga	14	2
(Resigned on 21st May, 2022)
Mr. Pradeepkumar Daga	14	2
(Resigned on 21st May, 2022)
Mrs. Santosh Choradia	14	2
(Resigned on 21st May, 2022)
Mr. Nitesh Singh	14	2
(Resigned on 21st May, 2022)
Ms. Pritika Choraria	14	2
(Resigned on 21st May, 2022)
Mr. Satyam Jaiswal	14	2
(Resigned on 21st May, 2022)
Mrs. Sheetal Mandar Bhalerao	14	12
(Appointed on 21st May,2022)
Mr. Yatin Sanjay Gupte	14	12
(Appointed on 21st May,2022)
Mr. Sanjay Mahadev Gupte	14	12
(Appointed on 21st May,2022)
Mr. Kiran Suhas Upasani	14	12
(Appointed on 21st May,2022)
Mrs. Neelambari Harshal Bhujbal	14	12
(Appointed on 21st May,2022)
Mr. Sanjay Rajendra Soni	14	12
(Appointed on 21st May,2022)

Directors Responsibility Statement as Required Under Section 134 of The Companies Act, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors

Responsibility Statement, the Board of Directors of the Company hereby con_irms: i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed; ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2023 and Profit and Loss Account of the Company for that period; iii) that the Directors have taken proper and suf_icient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2023 on a going concern basis; v) that the Directors have laid down internal financialcontrols to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and vi) that the Directors have 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 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 laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly bene_it the Company. Further, they possess integrity and relevant pro_iciency which will bring tremendous value to the Board and to the Company.

Meeting of Independent Directors:

A separate meeting of the Independent Directors was held on 8^th February, 2023; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors

• Evaluation of the quality, content and timeliness of _low of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Composition Of The Committees And Its Meetings:

Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2023:

Name of the Director	Position	Designation on Board
Mr. Sanjay Soni	Non- Executive	Chairman
	Independent Director
Mr. Kiran Suhas	Non- Executive	Member
Upasani	Independent Director
Ms. Neelambari	Non- Executive	Member
Harshal Bhujbal	Independent Director
Mr. Yatin Sanjay	Non- Executive – Non	Member
Gupte	Independent Director

During the period, the Audit Committee met 11 (Eleven) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors as on 31^st March, 2023:

Name of the Director	Position	Designation on Board
Ms. Neelambari	Non- Executive	Chairman
Harshal Bhujbal	Independent Director
Mr. Sanjay Soni	Non- Executive	Member
	Independent Director
Mr. Kiran Suhas	Non- Executive	Member
Upasani	Independent Director
Mr. Sanjay	Non- Executive – Non	Member
Mahadev Gupte	Independent Director

During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2023:

Name of the Director	Position	Designation on Board
Mr. Kiran Suhas	Non- Executive	Chairman
Upasani	Independent Director
Ms. Neelambari	Non- Executive	Member
Harshal Bhujbal	Independent Director
Mr. Sanjay Soni	Non- Executive	Member
	Independent Director
Ms. Sheetal	Chairman & Managing	Member
Mandar Bhalerao	Director

During the period the Stakeholders Relationship Committee met 2 (Two) times.

Board Processes, Procedures and Practices:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.

It has in place robust practices and processes that contribute to the effective and ef_icient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees.

These include:

Frequency of meetings:

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board agenda:

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board:

The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairperson, the Company secretarys responsibility includes ensuring good information _lows within the Board as well as between senior management and non-executive Directors. The following information, inter alia, is provided to the Directors of the Company:

• Quarterly results for the Company

• Minutes of meetings of audit committee and other committees of the Board

• General notices of interest received from Directors.

• Show cause, demand, prosecution notices and penalty

• Notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material ef_luent or pollution problems

• Any material default in financialobligations to and by the Company.

Role of Chairperson:

The Chairman is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. The role includes:

• Making certain that an effective decision-making process is in place in the Board, and that the Boards committees are properly structured with appropriate terms of reference

• Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

• Building effective relationships founded on mutual respect and open communication - both inside and outside the Boardroom - between the non-executive Directors and executive team, in particular with regard to the identifiication and oversight of signifiicant risks.

Role of Managing Director:

The Managing Director (MD) lives and upholds the highest standards of integrity and probity inside and outside the boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The MD encourages Directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The role includes:

• Setting a board agenda which is primarily focused on business, strategy, accountability, competitive Performance and value creation; • ensuring that issues relevant to this objective are reserved for board consideration, including

Determining the nature and extent of the signifiicant risks the board is willing to embrace in the Implementation of its strategy; • developing, in particular, a productive working relationship with the CEO, providing support and Advice while respecting executive responsibility; • consulting the senior independent Director on board matters consistent with regulations; • ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the bene_its of diversity;

Role of CFO:

A CFO takes up the job of planning, implementing, and managing all the activities related to finance in the organization and she is responsible for all fiscal decisions. Tracking cash, analysing the Companys financialstrength, financialreporting compliances, and proposing corrective actions are also some of the responsibilities. CFO also updates and advises the Board of Directors on the appropriate financialstrategies to be adopted in line with the corporate governance, legal, and ethical aspects. Plays a key role in aligning the business strategies of the Company for the most desirable financialoutcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process:

The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which - by being accurate, clear and comprehensive - assists high-quality decision making. Under the direction of the Chairman and MD, the Company Secretarys responsibilities include ensuring accurate information _lows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary acts as secretary of the Board and its committees thereof.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination, Remuneration and Compensation Committee and Independent Directors with specifiic focus on the performance and effective functioning of the Board and Individual Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the independent Directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Familiarization Programmes:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, brie_ing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specifiic responsibilities and duties that may arise from time to time. The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at www.wardwizardfoods.com

Code of Conduct:

The Company has laid down a which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company. The detail policy on the Code of Conduct is available on the website at www.wardwizardfoods.com

Particulars of Loans, Guarantees, Securities or Investments Under Section 186:

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31 March 2023 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties:

All the related party transactions that were entered into during the financialyear were on an arms length basis and were in the ordinary course of business. There are no materially signifiicant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential con_lict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identifiication and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March, 2023 in prescribed Form AOC_2 is appended to this Report as

Annexure – I

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.wardwizardfoods.com

Statement of Particulars of Appointment and Remuneration of Managerial Personnel

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Boards Report as

Annexure – II

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link https://www. wardwizardfoods.com/annualReturnAnnualReport

Corporate Social Responsibilty Policy

According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net pro_it of Rs. 5 crore or more during any financialyear are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee.

The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the Provisions of Section 134(3)(M) of the Companies Act, 2013 (Act) Read with the Companies (Accounts) Rules, 2014

The information of Conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of technology absorption and foreign exchange earnings & outgo are given by way of Annexure-III to Directors Report.

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E), were appointed as statutory auditors of the Company from the conclusion of the 63rd Annual General Meeting (AGM) of the Company held on September 19, 2017 till the conclusion of the 68th Annual General Meeting (AGM) of the Company.

In accordance with the provisions of the Companies Act, 2013, the Board has appointed M /s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registration Number 129738W as the Statutory Auditors of the Company to _ill the casual vacancy caused due to resignation of M/s. Maroti & Associates, Chartered Accountants (Firm Registration No: 322770E), (Due to engagement in other professional assignment, change in the management of the Company & since the present management is operating from Vadodara and Maroti & Associates does not have any branch at Vadodara) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold of_ice of Statutory Auditor from the conclusion of this General Meeting till the conclusion of AGM to be held for FY 2027.

M /s. Mahesh Udhwani & Associates, Chartered Accountants have signifiied their assent and con_irmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The _irm performs its obligations in adherence to recognized auditing standards and periodically certifiies its independence from the management.

Internal Auditors:

M/s. Upadhyay & Company LLP, Chartered Accountant (Registration No: AAJ_6356) has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company for the Financial Year 2022-2023 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 21^st May, 2022.

Auditors Report:

They have audited the financialstatements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation under Section 134 of the Companies Act, 2013.

The Notes on financialstatement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualifiication, reservation, or adverse remark.

Secretarial Auditors Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mrs. Pooja Amit Gala Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2022_23 in its Board meeting held on 29^th July, 2022.

A Secretarial Audit Report (Form MR_3) for the year ended 31st March, 2023 in prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Gala forming part of the report of the Corporate Governance Report is attached herewith.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the FY 2022_2023 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days of the end of the Financial Year.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Prevention of Insider Trading Code:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company which was reviewed by the Board from time to time and amended accordingly till date. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Company has also installed structural digital database. The Company has appointed M/s. Purva Sharegistry (India) Private Limited, the Registrar & Share Transfer Agent of the Company, to monitor / facilitate compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

All Board of Directors and the designated employees have con_irmed compliance with the Code.

Disclosure About Cost Audit and Cost Records:

During the financialyear under review, your Company has not crossed the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the Companies Act, 2013 and rules made thereunder.

Vigil Mechanism (Whistle Blower Policy):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy. The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is af_irmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Companys website at the weblink: https://www. wardwizardfoods.com/assets/investor1/policy/Whistle%20 Blower%20Policy.pdf

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Companys Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

Human Resource Management:

The Company has a dedicated HR department with a focus on increasing leadership skills, recruitment, training and ensuring employee welfare activities. As on 31st March, 2023, the Company has 153 employees in its pay role. For developing functional capabilities, team skills and interpersonal skills the Company organizes various training programs involving external faculties.

Disclosure Under The Sexual Harassment Of Women At Workpalce (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, greed, color or social status of the employee. The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year. The Company regularly conducts awareness programs for its employees.

Statutory Disclosures:

A copy of audited financialstatements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash _low statement for the FY 2022_2023 is attached to the Balance Sheet.

Credit Rating:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financialyear ended 31^st March, 2023.

Hence during the Year there was no requirement to obtain such Credit Ratings.

Management Discussion And Analysis Report:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms a part of this Annual Report.

Indian Accouting Standard, 2015:

The Financial Statements for the year ended on March 31, 2023 have been prepared in accordance with the Companies (Indian

Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (‘the Act) and other recognized accounting practices and policies to the extent applicable.

Corporate Governance:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.