wardwizard foods beverages ltd share price Directors report


Dear Members,

Your Directors have immense pleasure in presenting the 68th Annual Report on the business and operations of the Company for the Financial Year ended 31stMarch 2022.

1. FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the year ended March 31, 2022 is as below:

(Rs. In 000)

Particulars Year Ended 31st March, 2022 Year Ended 31st March, 2021
Sales & Other Income 3358.91 4288.07
Profit before Interest, Depreciation & Exceptional Items (202.03) (499.51)
Interest (890.20) (906.18)
Depreciation (131.92) (146.45)
Exceptional Items (793.94) 0.00
Profit /(Loss) before Tax (2018.08) (1552.13)
Provision for Tax - (7.50)
Profit after Tax (2018.08) (1559.63)
Add : Balance Brought forward from previous year (49577.15) (48017.52)
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 (51595.23) (49577.15)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS & FUTURE OUTLOOK:

During the year under review, the Company has made Loss of Rs.2108.08 Thousand. During the year, there was change in the control & management of the Company. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

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 5th 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 30th March, 2022 & closed on 12th April, 2022 & it was concluded successfully on 22nd April, 2022. Pursuant to SEBI the entire Board of the Company was changed on 21st May, 2022, details of which are given elsewhere in the report.

The Company has changed its name from "Vegetable Products Limited" to "Wardwizard Foods And Beverages Limited" and main object of the Company in its Board meeting held on 17th June, 2022 and shareholders approval taken through postal ballot and resolution passed on 30th 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 profitability & sustained earnings in the future. This will benefit public shareholders at large. The management proposes to consolidate all foods & beverages business activities in the Company & thus to enjoy all its operations with greater cost efficiency.

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

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, subject to Shareholders and stock exchange approval.

3. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE 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 modification and re-enactment thereof for the time being in force), the Company has changed its Registered Office 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 17th June, 2022.

The Company has situated its corporate office at 418, GIDC Estate, POR, Ramangamdi, Vadodara- 391243 with effect from 21st May, 2022 on account of change of management and KMP, Directors and major department is functioning from Vadodara.

4. 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 2021- 2022 to the said Stock Exchange as required.

5. EFFECT OF COVID-19 ON THE BUSINESS OF THE COMPANY:

The Delta variant of COVID-19 struck India in the beginning of 2021-22 marking the onset of the second wave. The resurgence of COVID cases in first quarter of FY 2021-22 led to increase in challenges due to restricted movement and the disrupted economic cycle. The situation gradually improved by the end of the first quarter because of lower restrictions and increased pace of vaccination. During this unprecedented year, we continued to prioritize the health and wellbeing of our employees through multiple safety measures. We have ensured continuation of services of all employees, allowed them to work from home whenever required, kept their personal revenue stream flowing without any interruption and ensured that their morale was kept high.

The impact assessment of COVID-19 is a continuing process given its uncertainty in nature and duration; this may have corresponding impact in the financial position. The Company will continue to monitor any material changes to the future economic conditions.

6. 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 financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

7. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY’S 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.

8. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the COVID-19 situation observed in the recent past and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has continue to exempt companies from circulation of physical copies of Annual Report for FY 2021-22. Accordingly, the Annual Report of the Company for FY 2021-22 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Companys website at www.vegetableindia.com

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials 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.

10. 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.

11. DETAILS OF TRANSFER TO RESERVES:

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

12. DIVIDEND:

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 20212022.

13. 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

14. SHARE CAPITAL:

The Companys paid-up equity share capital as on March 31, 2022 was Rs. 1092 lakhs.

The Company in its board meeting held on 24th 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, Subject to Shareholders approval.

15. 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.

16. 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. No. DIN/PAN Name of Director Designation Original date of Appointment Date of Cessation
1 06391885 Mr. Tanmoy Mondal Managing Director & CEO 01-12-2012 10-05-2021
2 00152267 Mr. Rathindra Nath Gosh Non-Executive Independent Director 06-02-2016 16-08-2021
3 00080751 Mr. Rameshchandra Daga Managing Director & CEO 11-05-2021 21-05-2022
4 00080515 Mr. Pradeepkumar Daga Non-Executive Director 11-09-2014 21-05-2022
5 08471379 Mrs. Santosh Choradia Non- Executive Woman Director 31-10-2019 21-05-2022
6 08752495 Mrs. Pritika Choraria Non-Executive Independent Director 03-06-2020 21-05-2022
7 08751700 Mr. Nitesh Singh Non-Executive Independent Director 03-06-2020 21-05-2022
8 09282921 Mr. Satyam Jaiswal Non-Executive Independent Director 17-08-2021 21-05-2022
9 06453414 Mrs. Sheetal Mandar Bhalerao Managing Director & Chairman 21-05-2022 ---
10 07261150 Mr. Yatin Sanjay Gupte Non- Executive Non Independent Director 21-05-2022
11 08286993 Mr. Sanjay Mahadev Gupte Non- Executive Non Independent Director 21-05-2022
12 02613471 Mr. Sanjay Rajendra Soni Non-Executive Independent Director 21-05-2022
13 08287618 Mr. Kiran Suhas Upasani Non-Executive Independent Director 21-05-2022
14 09195568 Mrs. Neelambari HarhBhujbal 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. Yatin Sanjay Gupte (DIN: 07261150) 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 Rameshchandra Daga (Resigned w.e.f 21-05-2022) Managing Director
2 Amit Kumar Singh (Resigned w.e.f 21-05-2022) Chief Financial Officer
3 Abhishek Lohia (Resigned w.e.f 10-04-2022) Company Secretary & Compliance Officer
4 Sheetal Mandar Bhalerao (Appointed w.e.f 21-05-2022) Managing Director & Chairman
5 Sejal Varia (Appointed w.e.f 21-05-2022) Chief Financial Officer
6 Bhoomi Ketan Talati (Appointed w.e.f 11-04-2022) Company Secretary & Compliance Officer

17. 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 March 2022 are as follows:

Name of the Director Number of Board Meetings
Held Attended
Mr. Tanmoy Mondal (Resigned date: 10-05-2021) 14 3
Mr. Rathindra Nath Gosh 14 7
(Resigned Date: 16-08-2021)
Mr. Rameshchandra Daga 14 14
Mr. Pradeepkumar Daga 14 14
Mrs. Santosh Choradia 14 14
Mrs. Pritika Choraria 14 14
Mr. Satyam Jaiswal 14 14
Mr. Nitesh Singh 14 14

18. 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 confirms:

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 March 2022 and Profit and Loss Account of the Company for that period;

iii) that 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 fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2022 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls 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.

19. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors of Company have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent Director during the year.

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

20. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 26th March, 2022; 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 NonExecutive Directors

• Evaluation of the quality, content and timeliness of flow 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.

21. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

Audit Committee

The Audit Committee comprises of following Directors:

Name of the Director Position Designation on Board Remarks
Nitesh Singh Chairperson Non- Executive, Independent Director --
Tanmoy Mandal Member Executive Director (Cessation dated 10-05-21)
Pritika Choraria Member Non- Executive, Independent Director --
Rameshchnadra Daga Member Executive Director --

During the period, the Audit Committee met 5 (Five) times.

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors:

Name of the Director Position Designation on Board Remarks
Nitesh Singh Chairperson Non- Executive, Independent Director --
Pritika Choraria Member Non- Executive, Independent Director --
Rathindra Nath Gosh Member Non- Executive, Independent Director (Cessation dated 16-08-21)
Satyam Jaiswal Member Non- Executive, Independent Director (Appointed w.e.f. 17-08-21)

During the period the Nomination, Remuneration and Compensation Committee met 7 (Seven) times. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

Name of the Director Position Designation on Board Remarks
Nitesh Singh Chairperson Non- Executive, Independent Director --
Pritika Choraria Member Non- Executive, Independent Director --
Rathindra Nath Gosh Member Non- Executive, Independent Director (Cessation dated 16-08-21)
Satyam Jaiswal Member Non- Executive, Independent Director (Appointed w.e.f. 17-08-21)

During the period the Stakeholders Relationship Committee met 4 (Four) times.

22. 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 specific 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.

23. 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, briefing 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 specific 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.vegetableindia.com

24. 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.vegetableindia.com

25. 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 2022 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party 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 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 identification 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 31 March 2022 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.vegetableindia.com

27. 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

28. ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is https://www.vegetableindia.com

29. 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 profit of Rs. 5 crore or more during any financial year 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.

30. 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.

31. 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 be and are hereby appointed as the Statutory Auditors of the Company to fill 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) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold office 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 signified their assent and confirmed 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 firm performs its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.

32. 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 21st May, 2022.

33. AUDITORS REPORT:

They have audited the financial statements 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 financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark.

34. 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, M/s. Pooja Bansal, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2021-22.

However due to Change in Management & Control of the Company, the Company has changed the Secretarial Auditor from M/S. Pooja Bansal to Mrs. Pooja Amit Gala in its board meeting held on 29th July, 2022.

A Secretarial Audit Report (Form MR-3) for the year ended 31st March, 2022 in prescribed form duly audited by the Practicing Company Secretary Ms. Pooja Bansal forming part of the report of the Corporate Governance Report. There are no qualifications or adverse remarks in the Secretarial Audit Report issued by the above-named firm, hence doesnt require any comments from the Director on the same.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the FY 21-22 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report submitted to the stock exchanges within 60 days of the end of the Financial Year.

36. 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.

37. PREVENTION OF INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Bhoomi Talati, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Companys securities. During the year under review, there has been due compliance with the said code.

38. COST AU DIT AND COST RECORDS:

During the financial year 2021-22; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.

39. 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 affirmed 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.vegetableindia.com

40. 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.

41. 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, colour or social status of the employee.

During the financial year, no complaint was received by the Company and hence, no complaints are outstanding as on 31st March, 2022 for Redressal.

42. STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the FY 21-22 is attached to the Balance Sheet.

43. 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 financial year ended 31st March, 2022.

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

44. 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 as Annexure- A

45. INDIAN ACCOUTING STANDARD, 2015:

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

46. 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 as Annexure - B

47. 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.

For Wardwizard Foods and Beverages Limited
(Formerly known as Vegetable Products Limited)
SD/- SD/-
Sheetal Mandar Bhalerao Yatin Sanjay Gupte
Managing Director Non-Executive Non- Independent Director
DIN:06453413 DIN:07261150
Place: Vadodara
Date: 27th August, 2022