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Esteem Bio Organic Food Processing Ltd.

BSE: 534927 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE209O01028
BSE 00:00 | 06 Jun Esteem Bio Organic Food Processing Ltd
NSE 05:30 | 01 Jan Esteem Bio Organic Food Processing Ltd
OPEN 4.73
PREVIOUS CLOSE 4.73
VOLUME 72500
52-Week high 5.31
52-Week low 4.73
P/E 59.13
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.73
CLOSE 4.73
VOLUME 72500
52-Week high 5.31
52-Week low 4.73
P/E 59.13
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Esteem Bio Organic Food Processing Ltd. (ESTEEMBIOORG) - Director Report

Company director report

To

The Members

Esteem Bio Organic Food Processing Limited

Your Directors have great pleasure in presenting the Annual Report together with theAudited Accounts of the Company for the year ended at 31st March 2021.

1. FINANCIAL RESULTS

The summarized performance of the Company for the years 2020-21 and 2019 -20 is givenbelow:

(Rupees in Lacs)

Particulars

For Financial Year Ended

31st March 2021 31st March 2020
Total Income 293.68 263.30
Total Expenditure 99.98 142.63
Profit before Tax 193.69 120.67
Less: Tax Expense 3.30 3.30
Profit / (Loss) After Tax 190.39 117.36

2. FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs. 293.68Lakh against Rs. 263.30 lakh in the previous year. Profit after taxation for the financialyear ended on 31st March 2021 is Rs. 190.39 against Rs. 117.36 lakh in the previous year.

3. RESERVES & SURPLUS

The Reserve and Surplus is Rs. 2239.26 Lakh as on the end of the Current year and theProfit of the Current year Rs. 190.39 Lakh have been transferred to Reserve and Surplus.

4. DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

5. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

6. DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

But during the financial year 2015-2016 SEBI has passed an ad interim Order dated 29thJune 2015 restraining the Company from Security market and Company has not yet receivedfinal order from SEBI.

During the financial year under review SEBI Whole Time Member had passed the finalorder dated 22nd December 2020 asking the company and promoter to buy shares from thepublic.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory /regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

9. RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.The main objective of this policy is to ensure sustainable business growth with stabilityand to promote a pro-active approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

10. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

 

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 (Rs. In Lakhs)

Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2020-21 % increase in Remuneration in FY 2020-21**
1. Nil Nil Nil

The number of permanent employees as on 31st March 2021 was 2.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2020-21 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key Managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

11. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197

OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31 2021 NOT APPLICABLE

12. RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Brij Kishore Sabharwal Non-Executive Director of theCompany retire by rotation and are being eligible offer themselves for re-appointment atthe ensuing Annual General Meeting.

13. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND

ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2021 provision of section 129of the Companies Act 2013 is not applicable.

14. STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

15. FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2020-21 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices. Periodic presentations are made to the Board and Board Committee meeting onBusiness and performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

16. AUDITORS

The Board has appointed M/s. Sushil Upadhyay & Associates Chartered Accountantsas the statutory auditor of the company from the forthcoming till the conclusion of annualgeneral meeting till the conclusion of next annual general meeting of the company asrequired under Section 139 of the Companies Act 2013 to the effect that theirappointment if made will be within the limits as prescribed under the provisions thereof.Your Directors recommend their Appointment as the Statutory Auditors of the Company.

17. AUDITOR'S REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134(3)of the Companies Act 2013.

18. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

19. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2021 made under theprovisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure-I.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

22. DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year 2020-21 there has been no change in the composition of Board ofDirectors of the company.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS

During the year 05 (Five) Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 30.07.2020 4 4
2. 29.08.2020 4 4
3. 10.11.2020 4 4
4. 15.01.2021 4 4
5. 26.03.2021 4 4

b. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013as follows:

? Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

? Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

? Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.

? Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:

(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (2AA) of Section 217 of the CompaniesAct 1956;

(ii) Any changes in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on exercise of judgment bymanagement;

(iv) Significant adjustments made in the financial statements arising out of auditfindings;

(v) Compliance with listing and other legal requirements relating to financialstatements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

? Reviewing with the management the half yearly financial statements before submissionto the Board for approval.

? Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;

? Reviewing the adequacy of internal audit function including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit.

? Discussion with internal auditors any significant findings and follow up thereon;

? Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matters to the Board;

? Discussion with Statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern; ?Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Member Designation Category
Ms. Sita Devi Chairman Independent Director
Mr. Sujit Kumar Gupta Member Independent Director
Mr. Brij Kishore Sabharwal Member Non-Executive & Non Independent Director

During the financial year 2020-21 Four (4) meeting of Audit Committee was held i.e.30.07.2020 10.11.2020 15.01.2021 and 26.03.2021.

c. STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Ms.Sita Devi is the Chairman of the committee.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Member Designation Category
Ms. Sita Devi Chairman Independent Director
Mr. Sujit Kumar Gupta Member Independent Director
Mr. Brij Kishore Sabharwal Member Non-Executive & Non Independent Director

During the financial year 2020-21 Four (4) meeting of Stakeholder RelationshipCommittee was held i.e. 30.07.2020 10.11.2020 15.01.2021 and 26.03.2021.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

The redressal of investors complaints viz. non-receipt of annual report dividendpayments etc. Matters related to share transfer issue of duplicate share certificatedematerializations.

Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.

d. NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member

Designation

Category
Ms. Sita Devi

Chairman

Independent Director
Mr. Sujit Kumar Gupta

Member

Independent Director
Mr. Brij Kishore Sabharwal Member

Non-Executive & Non Independent Director

During the financial year 2020-21 Four (4) meeting of Nomination and RemunerationCommittee was held i.e. 30.07.2020 10.11.2020 15.01.2021 and 26.03.2021.

TERMS OF REFERENCE

The terms of reference of Remuneration Committee includes the following:

The remuneration committee recommends to the board the compensation terms of theexecutive directors.

The committee to carry out evolution of every director's performance and recommend tothe board his/her appointment and removal based on the performance.

The committee to identify persons who may be appointed in senior management/Director inaccordance with the criteria laid down.

Framing and implementing on behalf of the Board and on behalf of the shareholders acredible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment.

Considering approving and recommending to the Board the changes in designation andincrease in salary of the executive directors. Ensuring the remuneration policy is goodenough to attract retain and motivate directors.

Bringing about objectivity in deeming the remuneration package while striking a balancebetween the interest of the Company and the shareholders."

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has provided Loans Guarantees and Investments covered underthe provisions of Section 186 of the Companies Act 2013 detail of the same has beenprovided in the financial statement of the company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year: a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0

28. MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

29. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE

REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Nikita Rohilla Proprietor of Nikita Rohilla & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed asAnnexure-II.

Explanation to the observations as notice in the Audit Report: The Management issearching the best person for the position and the Company will strive to complete thepending e-filing with Registrar of Companies NCT of Delhi & Haryana and to complywith all other qualification in future.

30. CORPORATE GOVERNANCE

As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 A Company Listed on BSE SMEPlatform is not required to contain Corporate Governance Report in its Annual Report.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the financial year under review SEBI Whole Time Member had passed the finalorder dated 22nd December 2020 asking the company and promoter to buy shares from thepublic.

32. PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.

33. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of board of Directors

Dated: 06.09.2021

Esteem Bio Organic Food Processing Limited

Place: New Delhi Sd/- Sd/-
Brij Kishore Sabharwal Sanju Lohra
Director Whole Time Director
Din No.: 01303907 DIN No: 08083009

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