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Flora Corporation Ltd.

BSE: 540267 Sector: Others
NSE: N.A. ISIN Code: INE318U01016
BSE 00:00 | 03 Aug Flora Corporation Ltd
NSE 05:30 | 01 Jan Flora Corporation Ltd
OPEN 7.41
PREVIOUS CLOSE 7.41
VOLUME 1000
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52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 7.41
Buy Qty 32.00
Sell Price 7.41
Sell Qty 305.00
OPEN 7.41
CLOSE 7.41
VOLUME 1000
52-Week high 7.41
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 7.41
Buy Qty 32.00
Sell Price 7.41
Sell Qty 305.00

Flora Corporation Ltd. (FLORACORPORATIO) - Director Report

Company director report

To

The Members

Flora Corporation Limited

Your Directors have pleasure in presenting the 33rd Annual Report withAudited Statements of Accounts for the year ended March 31 2021.

FINANCIAL RESULTS:

The performance during the period ended March 31 2021 has been as under:

(Amount in Rs.)

Particulars Current Year 2020-21 Previous Year 2019-20
Revenue from Operations 344357765 307410834
Other Income 1472 126623
Total Revenue 344359237 307537457
Total Expenditure 344121166 307552620
Profit / (loss) Before exceptional and extraordinary and Tax 238071 (15163)
Less: exceptional and extraordinary items - -
Prior Period Adjustment - -
Profit/ (loss) Before Taxation 238071 (15163)
Less: - Current Tax 70423 36766
- Tax adjustment relating to prior years - -
- Deferred Tax 8524 (40709)
Profit / (loss) After Tax 176172 (11221)

PERFORMANCE REVIEW:

During the year under review overall performance of the Company was reasonableconsidering to the sector and market conditions. The revenue of the Company was Rs.344357765/- compared to Rs. 307410834/- in the previous year and the Company earned aprofit of Rs. 176172/- during the current financial year.

The Company is striving towards quality up-gradation and cost reduction plans forachieving greater stability and operation efficiency in the market.

CHANGE TN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business during Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the Financial Year to which the FinancialStatements relate and the date of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year under review and as such no amount of principal or interest on publicdeposits was outstanding as on the date of balance sheet.

However the company has accepted unsecured loan from certain persons during the yearunder review.

APPROPRIATIONS:

Transfer to Reserves

The company has transferred Rs. 176712 to Profit and Loss account during the FinancialYear under review.

Apart from above no amounts were transferred to the reserves.

Dividend

The Company has not declared any dividend during the Financial Year under review.

CAPITAL OF THE COMPANY:

During the year under review the Authorized Share Capital of the Company isRs.90000000/- (Rupees Nine Crore only) divided into 9000000 (Ninety Lakh) EquityShares of Rs. 10/- (Rupees Ten only) each.

The Issued Subscribed and Paid up Capital of the Company as on March 31 2021 is Rs.87338750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven Hundred andFifty only) divided into 8733875 (Eighty Seven Lakh Thirty Three Thousand Eight Hundredand Seventy Five) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DIRECTORS AND KMP:

Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the Directors and other information have been detailed in the Notice. YourDirectors recommend their appointment/re-appointment as Directors of your Company.

In accordance with the Companies Act 2013 read with Articles of Association of thecompany the Director namely Mr. Rajesh Gandhi (DIN: 02120813)retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

Mrs. Inturi Bramaramba was appointed as Additional Director of your Company w.e.fNovember 11 2020 and your Directors recommend her appointment as Non-Executive Directorat the ensuing Annual General Meeting.

Ms. Nandita Singh has resigned from the post of Company Secretary and Complianceofficer of your company w.e.f 17/10/2020

Ms. Arthi was appointed as Company Secretary and Compliance office of your Companyw.e.f October 19 2020.

Further there were no appointments and resignation of Directors and KMP during theFinancial Year under review.

MEETINGS:

During the year under review the Board of Directors duly met 7(Seven) times on29.07.2020 04.09.2020 14.09.2020 13.10.2020 19.10.2020 10.11.2020 and 03.02.2021 inrespect of which meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

BOARD EVALUATION:

Your Company believes formal evaluation of the board and of the individual Directorson an annual basis is a potentially effective way to respond to the demand for greaterboard accountability and effectiveness. For the Company evaluation provides an ongoingmeans for Directors to assess their individual and collective performance andeffectiveness. In addition to greater board accountability evaluation of board membershelps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to member's roles and responsibilities

d. Improved Chairman - Directors and Board relations

The evaluation process covers the following aspects:

- Self-evaluation of Directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the Non-Executive Directors to the chairman

- Feedback on management support to the board.

Pursuant to Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee has evaluated the performance of individual directors in its duly convenedmeeting.

Pursuant to Section 134 (3) (p) of the Companies Act 2013 read with Regulation4(2)(f)(ii)(9) of SEBI (LODR) Regulations 2015 the Board carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its AuditNomination & Remuneration and ComplianceCommittees.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 along with Rules framed thereunder andalong with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

There has been no change in the circumstances affecting their status as IndependentDirectors of the Company during the Financial Year under review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company shall through its Senior Managerial personnel familiarise the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe Company. Detailed presentations on the business of the Company are also made to theDirectors. Direct meetings with the Chairman and the Whole-time Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be.

CONSTITUTION OF COMMITTEES:

A. AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section 177 of theCompanies Act 2013.

The Committee comprises of Three (3) members and majority of the directors areNonExecutive Independent Directors. The Committee had met four times during the year andthe necessary quorum was present for the meeting.

S. No. Name Category of Director Designation
1. Mr. Padamkumar Jabbarchand Gandhi Non-Executive Independent Director Chairperson
2. Mr. Raja Bidhania Non-Executive Independent Director Member
3. Mr. Rajesh Gandhi Executive Director Member

B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committee is constitutedas per Section 178 of the Companies Act 2013.

The Committee comprises of Three (3) members. During the year the Committee had metTwo (2) times and the necessary quorum was present at the meeting.

S. No. Name Category of Director Designation
1. Mr. Padamkumar Jabbarchand Gandhi Non-Executive Independent Director Chairperson
2. Mr. Raja Bidhania Non-Executive Independent Director Member
3. Mrs. Inturi Bramaramba Non-Executive Director Member

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per the provisions ofthe Companies Act 2013.

The Committee comprises of Three (3) members and majority of the directors areNonExecutive Independent Directors. During the year the Committee had met One (1) timeand the necessary quorum was present at the meeting.

S. No. Name Category of Director Designation
1. Mr. Padamkumar Jabbarchand Gandhi Non-Executive Independent Director Chairperson
2. Mr. Raja Bidhania Non-Executive Independent Director Member
3. Mr. Rajesh Gandhi Executive Director Member

AUDITORS:

A. STATUTORY AUDITORS:

M/s. Mulraj D Gala Charted Accountant Mumbai (Membership No. 041206) was appointed asStatutory Auditors of the Company for a term of 5 (Five) consecutive years at the 31stAnnualGeneral Meeting to hold the office till the conclusion of 36th Annual GeneralMeeting of the Company. They have confirmed that they are not disqualified from continuingas Auditors of the Company.

The Auditors' Report does not contain any qualification. Auditors' observations aresuitably explained in notes to the Accounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the period under review nofraud reported by Statutory Auditor's of the Company.

B. SECRETARIAL AUDITORS:

According to the provision of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Piyush Gandhi & Associates Practicing Company Secretary asthe Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosedas Annexure to this report.

Auditors' observations are suitably explained in the Secretarial Audit Report and areselfexplanatory.

C. INTERNAL AUDITORS

M/s. V.Singhi & Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

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 required by the company and hencesuch accounts and records are not maintained.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at March 31 2012. In view of the requirementsspecified the Company is not mandated for the providing the BRR and hence do not formpart of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. CSR is not applicable to the Company. Therefore the Company hasnot constituted CSR committee during the year 2020-21.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as ‘Annexure' to this report.

However during the year under review no related party transactions have been enteredby the Company and hence the provisions related to related party transactions are notapplicable.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company as onMarch 31 2021.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND COMPANYS' OPERATION INFUTURE:

No significant and material orders have been passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.

LISTING ARRANGEMENTS

Company's shares are presently listed on The Bombay Stock Exchange Limited & otherdetails are listed below.

Stock Exchange Name The Bombay Stock Exchange Limited
Scrip Code 540267
Scrip ID Flora Corporation Limited

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

The Company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company's business growth andfinancial stability are assured. Board of Directors decide the policies and ensure theirimplementation to ensure protection of Company from any type of risks.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are as follows:

A. CONSERVATION OFENERGY:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment's NIL

B. TECHNOLOGYABSORPTION:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)- NIL
(a) the details of Technology imported NIL
(b) the year of Import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company in Form No. MGT-9 pursuant to Section134(3) of the Companies Act 2013 is given as an Annexure to this report and is availableon the website of the Companywww.Floracorp.in .

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the internal auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant to ensurethat all transactions are authorized recorded and reported correctly.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (Listing Obligationsand disclosure Requirements) Regulations 2015 the Company has established a mechanismthrough which all stake holders can report the suspected frauds and genuine grievances tothe appropriate authority. The Whistle blower policy which has been approved by the Boardof Directors of the Company has been hosted on the website of the Companyvizwww.Floracorp.in .

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 21 22 2324 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of SEBI (LODR) Regulations 2015 shall not apply in respect of- the listed entity having paid up equity share capital not exceeding Rs. 10 Crore (RupeesTen Crore only) and networth not exceeding Rs. 25 Crore (Rupees Twenty Five Crore only)as on the last day of the previous financial year;

i. As per the Audited Financial Statements of the Company as on 31/03/2021 (last day ofprevious Financial Year) the paid-up equity share capital of the Company is Rs.87338750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven Hundred andFifty only) and the networth is Rs. 42070597/- (Rupees Four Crores Twenty Lakhs SeventyThousand Five Hundred and Ninety Seven only).

ii. In view of the above the Corporate Governance regulations are not applicable tothe Company.

IMPACT OF COVOD-19

The outbreak of corona virus (COVID-19) pandemic globally and in India and with strictlockdown imposed in the beginning of the Financial Year 2020-21 is causing significantdisturbance and slowdown of economic activity. The Company's operations and revenue duringthe period were impacted due to COVID-19. The Company has taken into account the possibleimpact of COVID-19 in preparation of financial statements. The Company has put in place"Standard Operating Procedure" (SOP) as per the guidelines and directives ofthe Ministry of Home Affairs and the Ministry of Health to safeguard against spread ofCOVID-19. The Company has organized campaigns to bring awareness amongst all employees andworkers on safeguards against COVID-19. Thermal temperature measurements at the gatesmandatory use of face masks hand washing and sanitizing facilities at entry and exit havebeen put in place along with strict ban on non-essential visitors. Safeguards for socialdistancing at work place are also being implemented. Meetings gatherings travelling etc.are being avoided with focus on videoconferencing and other digital modes.

The Company ensured utmost safety of employees and business partners at factories byfollowing safeguard measures such as usage of masks/gloves regular temperature screeningsetting up disinfectant tunnels maintaining social distancing allowing limited workforceand regularly conducting comprehensive factory sanitization. Your Company efficientlyleveraged technology for seamless interactions.

Further the Company believes that it can manage the extreme event with its existingfinancial position.

DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR 2020-21

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission NIL
Complaints received from SEBI/Registrar of Companies/ Bombay Stock exchange/National Stock Exchange/ SCORE and so on NIL
Number of complaints resolved NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31 2021 NIL
Complaints pending as on March 31 2021 NIL
Number of share transfers pending for approval as on March 31 2021 NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.

LISTING FEES:

The equity shares of your company are listed on BSE Limited. The company confirms thatit has paid Annual Listing Fees due to BSE for the financial year 2020-21.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of Directors to the bestof their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the accounts for the Financial Year ended March 31 2021on a ‘going concern' basis;

e. The Directors laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards as issued by ICSI (Instituteof Company Secretaries of India) and notified by Central Government have been dulyfollowed by the Company.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The details or remuneration pursuant to the provisions of Section 197(12) of theCompanies Act2013 and Rule 5(1)(2) & (3) of the Companies ( Appointment &Remuneration Rules2014 are provided in Annexure to this report.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee's Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares:N.A

Buy BuyBack of shares: N.A

Disclosure about revision: N.A Change of Name: N.A Preferential Allotment of Share: N.A

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The provision relating to constitution of Internal ComplaintsCommittee is not applicable to the Company

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:

• No. of complaints received: - NIL
• No. of complaints disposed off: - NIL

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company fortheir continued support.

For and on behalf of the Board Flora Corporation Limited
Sd/- Sd/-
Place: Hyderabad Rajesh Gandhi Whole-Time Director/CFO Inturi Bramaramba Director
Date: 28.08.2021 DIN:02120813 DIN:08117184

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