White Organic Agro Ltd Directors Report.

To

The Members,

WHITE ORGANIC AGRO LIMITED

(FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED)

CIN: L01100MH1990PLC055860

The Directors have the pleasure in presenting the 30th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone Consolidated
Current Year Previous Year Current Year Previous Year
Sales and Other Income 12,254.05 16281.02 19,354.45 33,979.54
Net Profit Before Tax 25.55 333.07 48.86 694.17
Net Profit After Tax 18.11 236.15 35.19 510.78

COMPANYS AFFAIRS

White Organic Agro (BSE: WHITEORG) is Mumbai based only listed entity in edible organic farming and retail business, with a vision to empower the farmers and tap ever-expanding market for organic food. The Company is selling over 250 organic products in 12 major categories and 17 sub categories, from cereals to pulses, grains to vegetables, fruits to health supplements and skincare products to snacks (by following strict quality checks at each level of activity), it has become a preferred place for people who are health conscious and look for chemical-free food items.

White Organic Agro is the first listed pure play entity in the Indian organic food sector. Darshak Rupani, Managing Director of White Organic Agro, who took over the Company in 2010, initially was into diamond trading activity. He, however, realized diamond trading business was losing its sheen and soon led the Company to diversify into organic food business, being from the farming background. The Company has also hired a team of experienced professionals who were into the business of organic farming for over 10 to 12 years.

The company is focusing on expansion of retail segment of the business and exploring models like online e-store and tie ups with e-marketplaces, like Grofers, Big Basket and Amazon, and the export channel with strategic tie-ups with international companies.

In the financial year 2019-20, the Company has earned a profit of INR. 18.11 lacs on standalone basis as compared to Profit of INR. 236.15 Lacs during the previous financial year 2019-20. Highlights of consolidated financial performance form a part of Management Discussion and Analysis Report.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2019-2020:

A) The Company has not issued any equity shares with differential rights.

B) The Company has not issued any Sweat Equity Shares.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.

DEPOSITS

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review or any preceding financial years. Hence no amount of principal or interest is outstanding / repayable.

DIVIDEND

The Board of Directors does not propose to declare any Dividend for the Financial Year 2019-20.

TRANSFER TO IEPF

Amount of INR 45,669/- is due to be transferred to IEPF account.

RESERVES

The Company has not transferred any amount to the Reserves.

BOARD OF DIRECTORs & KMPs

Following changes have taken place in the Board of Directors and KMPs of the Company during the reporting financial year:

Appointments:

• Mr. Pritesh Doshi (DIN: 08368392) was appointed was appointed as a non-executive Independent Director in terms of section 149 and 152 of the Act, for a term of consecutive 5 years concluding on 19th February, 2024 and shall not be liable to retire by rotation at the annual general meeting held during the financial year 2019-20.

• Ms. Ratika Batham was appointed as Company Secretary & Compliance officer of the Company w.e.f 10th October, 2019.

• Ms. Rupal Narvekar was appointed as Company Secretary & Compliance officer of the Company w.e.f 31st January, 2020.

• Mr. Chandresh Jain (DIN: 02565522) was re-appointed as Independent Director of the Company for a second term of 5 years commencing from 29th September, 2019.

Resignations:

• Ms. Charmi Jobalia resigned from the office of Company Secretary & Compliance officer of the Company w.e.f 10th October, 2019.

• Ms. Ratika Batham resigned from the office of Company Secretary & Compliance officer of the Company w.e.f 31st January, 2020.

Upcoming Appointments at the AGM

• Mr. Darshak Rupani (DIN: 03121939), is liable to retire by rotation at the 30th Annual General Meeting of the Company and being eligible he has offered himself for re-appointment. His tenure as managing Director is due for renewal on November 14, 2020 and the Board of Directors of the Company on recommendation of NRC, recommend his appointment at the upcoming annual general meeting.

• Mrs. Jigna Thakkar (DIN: 07279163) was appointed as an Independent Director of the Company at the 25th Annual General Meeting of the Company to hold office for a term of 5 years ending on 05th September, 2020. The Board of Directors of the Company, on recommendation of NRC, recommend to the shareholders for approval by means of a Special Resolution, to re-appoint her at the upcoming Annual General Meeting for second term of 5 years [from 05th September, 2020 to 04th September, 2025].

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Annual evaluation of the performance of the Board, its committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (LODR) Regulations, 2015 has been carried out.

The performance of the board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of Independent Directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. Detailed disclosure under the said head shall be included under the head Management Discussion and Analysis Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year and details of the same are mentioned in the Corporate Governance report which forms a part of the Board s report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently, the Board has the following committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship Committee

The Details of the Committees of the Board is mentioned in the Corporate Governance Report which forms a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Provisions of section 134(5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in preparation of the Annual Accounts for the year ended 31st March 2020, the applicable accounting standards have been followed along with the proper explanation relating to material departures , if any;

2. And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That the Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ORDERS PASSED BY REGULATORY AUTHORITY

During the Financial Year under review, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

BRIEF OVERVIEW ON SUBSIDIARIES:

WORL: White Organic Retail Limited

Your Company has a BSE SME Listed Subsidiary named White Organic Retail Limited with 55% stake held in it; Script Code: 542667 (Listed w.e.f 10th May, 2019).

The said subsidiary Company is into retailing and trading of the produce of leased farms of White Organic Agro Limited and by products of ICS group farms. The company had commenced the operations of its Organic Products Distribution and Retailing in October 2016. The company had done a research of organic market through its organic store located at 6, Krushal commercial complex, Amar Mahal, Chembur, Mumbai. The area is densely populated and dominated by highly educated and health conscious community. There is enormous and untapped growth Prospect in the areas viz :- organic farming, cultivation, retailing and marketing. Based on the research and requirements of the urban culture of Central Mumbai, the company has designed a model of delivering foods from farm to home and the company would very soon be launching the same.

The management of company has all the organic products under a single brand name "White Organics". The management has planned staggered introduction of various ranges of organic products (viz :- pulses, spices, cereals, veggies etc) under a single brand. The management believes that to create a better presence and perception, it is better to have single brand, which shall help to market all the products in better way. It shall be easy to introduce further more products and get the better presence and better profits with minimum efforts compared to having more brands.

The management believes buying organically grown food and healthy powders, free of harmful chemicals, bursting with more nutrition, taste, and sustainable sustenance is a direct vote for immediate health and the hopeful future of generations to come. Commercially it is very much viable business and biggest consumer market of the World is India.

WORL had come with an Initial Public Issue of 24,54,000 Equity Shares of face value of 10/- each for cash at a price of 63/- per Equity Share (Issue Price), including a share premium of 53/- per equity share aggregating upto 1546.02 Lakhs was carried out and completely subscribed. The Company is listed on SME Platform of BSE w.e.f. May 10, 2019. The Company prior to IPO was a Wholly Owned Subsidiary Company during the FY 2018-19 and post the public issue continues to be a subsidiary with 55% Stake held by the Company.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the said subsidiary Company is provided as Annexure A to this report.

Future Farms LLP

Future Farms LLP (FFL) is a Rajkot based limited liability partnership firm. The company is in the process to divest and exit from FFL

White Organic Agro F.Z.E

The company has commenced its full operations in its wholly owned subsidy in Ajman, UAE.

Ajman Free Zone Authority or AFZA is strategically situated Free Zone at the entrance of the Arabian Gulf. AFZA was established in the year 1988 and was granted independent status by the ruler of Ajman.

As per the projections, this subsidiary in Ajman was supposed to prove as a gateway for the international market where the company would be exporting Organic produce. However, due to socio economic and geographical barriers and bearish economy there, the Board of Directors are in the initial phase of considering closure of this entity.

STATUTORY AUDITORS

Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules made thereunder, M/s. Gupta Raj & Co (FRN: 001687N) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of (27th) AGM till the conclusion of the 32nd AGM to be held in the year 2022.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure B"

EXTRACT OF ANNUAL RETURN

Pursuant to recent amendment, extract of the annual return is not enclosed as the annual return is available on the website of the Company and the weblink for said annual return filed by the Company is: http://whiteorganicagro.com/investor_relations.html .

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, there were no earnings in foreign exchange and the foreign exchange out go amounted to INR. 10,88,603 /- as compared to an out go of INR. 8,96,388/- during the erstwhile financial year.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding expenditure towards Corporate Social Responsibility was not applicable to the Company for Financial Year 2019-20. However, the Company voluntarily extends financial support in the form of donations to certain social welfare organizations.

CORPORATE GOVERNANCE

Our Corporate governance philosophy: Your Company s philosophy on Corporate Governance has been to ensure fairness to the stakeholders with full transparency and to enhance and retain investor trust. We always seek to insure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2020 forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report.

NOMINATION AND REMUNERATION POLICY

The Company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company including criteria for determining qualifications, independence of Director and other matters, as required under Section 178(3). The composition forms a part of the Corporate Governance Report and the said policy is available at the registered office of the Company.

PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON EXECUTIVE DIRECTORS

During the year under review, the company has not entered into any transaction with its Non-Executive Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year under review, the Company has not given any guarantee to any party as provided under Section 186 of the Companies Act, 2013. The details of loans granted and investments made by the Company are provided in note No. 3, 4 and 11 to the standalone financial statements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Rachana J Maru, Company Secretary in Practice (C.P. No 16210) to undertake the Secretarial Audit of the Company for the F.Y. 2019-2020.

The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is enclosed as "Annexure D" to the Board s report.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company with related parties during FY 19-20 were in the ordinary course of business and on an arm s length basis. During the year, the Company did not enter into any transactions, contracts or arrangements with related parties that could be considered material in accordance with the Company s policy on related party transactions drawn in accordance with relevant regulations applicable to the Company. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable

The details of such transactions entered by the Company with Related Party Transactions which are at Arm s Length Price and in Ordinary Course of Business are provided in Note No. 28 of the Financial Statements.

DIRECTORS COMMENTS ON QUALIFICATIONS OR OBSERVATIONS

Statutory Auditors Report

The comments mentioned in the audit report with respect to the funds that need to be transferred to IEPF account; the Board of Directors has initiated the process to transfer the funds to the IEPF account. Further, the Statements made by the Auditors in their report are self-explanatory and doesn t require any comments by the Board of Directors.

Secretarial Auditor Report

With respect to comments mentioned in the report issued by Secretarial Auditors, we would like to state that, the points mentioned in the said report are self-explanatory and necessary measures will be taken by the Board to adhere to the regulatory requirements.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk minimization.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure E" to the Board s Report. The Company had 8 permanent employees during the year 19-20.

Mr. Darshak Rupani, Managing Director of the Company, Mr. Prashantt Rupani, Director, Ms. Jigna Thakkar (Women Independent Director) and Mr. Pritesh Doshi (Independent Director) are also Directors on the Board of Subsidiary White Organic Retail Limited, however they were not in receipt of any remuneration from the said subsidiary.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has complied with provisions relating to prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to the extent applicable. During the year under review, there were no 22 cases filed relating to the Sexual Harassment of Women at Workplace.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

By Order of the Board

Sd/ Sd/
Mr. Darshak Rupani Mr. Prashantt Rupani
Date : 06/09/2020 Managing Director Director/ CFO
Place: Mumbai DIN: 03121939 DIN: 03138082