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Jhandewalas Foods Ltd.

BSE: 540850 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE841Y01019
BSE 00:00 | 02 May Jhandewalas Foods Ltd
NSE 05:30 | 01 Jan Jhandewalas Foods Ltd
OPEN 7.27
PREVIOUS CLOSE 7.27
VOLUME 2000
52-Week high 18.05
52-Week low 4.88
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
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Sell Price 0.00
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OPEN 7.27
CLOSE 7.27
VOLUME 2000
52-Week high 18.05
52-Week low 4.88
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jhandewalas Foods Ltd. (JHANDEWALAFOODS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 15th Annual Report and audited financialaccounts for the year ended 31st March 2021. The performance of the Company for the yearended on March 31 2021 is summarized below;

1. Financial Highlights

(Amt. In Lakhs)

Particulars 2020-21 2019-20
Total Income 2822.95 4976.95
Total Expenditure 4679.54 7350.05
Profit/(Loss) Before Exceptional Items Prior Period Items and Tax (1856.58) (2373.11)
Exceptional Items - -
Profit/(Loss) Before Prior Period Items and Tax (1856.58) (2373.11)
Prior Period Items 0.00 0.00
Profit/(Loss) Before Tax (1856.58) (2373.11)
Less: Tax Expenses (including deferred tax) (0.00) (0.00)
MAT Credit Availed - -
Tax Adjustments - -
Profit /(Loss) After Tax (PAT) (1856.58) (2373.11)

2. Brief description of the Company's working during the year/State of

Company's affairs:

The Company is carrying out the manufacturing of food products like different types ofghees mangodi Chai Masala Spice Mixes Poha Masala Ready to Mix product Ready to eatproducts and chutneys. Company is also engaged in the marketing of Saffron Poha PastaQuinoa Pasta Groundnut Oil Papad A2 Ghee and are marketed under its own brand name"Naman's" and "Godhenu".

During the year under review there has been unexpected fluctuation in Raw materialprices and our suppliers of material suspended the supply of material which affected ourproduction and which in turn decreased the revenue from 4976.94 lakhs to 2822.95 lakhs ascompared with the previous year. As a result of increase in prices of raw material andun-ability to pass on the increase in the market due to increased competition the Companyincurred a loss of Rs. 1856.58 lakhs after tax during the year under review as against netloss of Rs. 2373.11 lakhs in the previous year.

During the year the company has booked a loss of Rs. 1856.58 lakhs on account ofDiminition in value of stocks related to previous year.

Management is taking all necessary steps to boost demand of its products in the marketand making all efforts to procure the raw material at competitive rates so thatperformance of company is improved in future.

3. Board of Directors:

In accordance with the provisions of section 149 152 and other applicable provisionsof the Companies Act 2013 one third of such of Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM.

In accordance with the provision of section 168 and other applicable provisions of theCompanies Act 2013 Mr. Nand Lal Pancharia (DIN: 07951887) resigned from the board as anIndependent Director w.e.f. 14th August2020 and Mr. Manan Jain (DIN: 08765552) appointedin the Board as an Independent Director w.e.f. 14th August2020.

Further Mr. Rahul Vijayvargia (DIN: 07738415) resigned from the board as anIndependent Director w.e.f. 08th December 2021 and Mr. Rajat Kasliwal appointed in theBoard as an Independent Director w.e.f. 22nd April 2022.

Apart from this there is no change in the Board of Directors of the Company.

4. Number of Meetings of the Board:

During the Financial Year 2020-21 the Company held (Nine) Board meetings of the Boardof Directors as per Section 173 of Companies Act 2013 which is summarized below.

S. No Date of Meeting
1. 30.06.2020
2. 12.08.2020
3. 14.08.2020
4. 24.08.2020
5. 01.12.2020
6. 05.12.2020
7. 25.12.2020
8. 13.02.2021
9. 16.03.2021
S. Name of Director No. No. of Board Meetings Attended Attendance of the last AGM held on 31.12.2020
1. RAAKESH B KULWAL DIN:00615150 9 Present
2. JINKO DEVI KOOLWAL DIN:02531975 9 Present
3. MANAN JAIN DIN:08765552 (From 14.08.2020) 0 Absent
4. NAND LAL PANCHARIA DIN:07951887 (Till 14.08.2020) 2 . Absent
5. RAHUL VIJAYVARGIA DIN:07738415 0 Absent

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

5. Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

S. No. Name of Person Designation
1. Raakesh B Kulwal Chairman & Managing Director
2. Jinko Devi Koolwal Director
3. Irfan Naqvi Chief Financial Officer
4. Shilpi Gupta Company Secretary

Ms. Annu Sharma had resigned from the post of Company Secretary and Compliance officerw.e.f 14.08.2020 and Mr. Vijit Baj had appointed w.e.f 25.12.2020 in place of Ms. AnnuSharma and Mr. Vijit Baj had resigned w.e.f 23.04.2021 and Ms. Sriparna Das had beenappointed w.e.f. 23.04.2021 in place of Mr. Vijit Baj and Ms. Sriparna Das has resignedw.e.f 08.12.2021 and Ms. Shilpi Gupta has appointed w.e.f 01.04.2022 in place of Ms.Sriparna Das. Apart from that there was no change in the KMP's of the Company.

The Board of Directors of Company is a balanced one with an optimum mix of Executiveand Non Executive Directors. They show active participation at the board and committeemeetings which enhances the transparency and adds value to their decision making.

6. Committees of the Board:

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder/Investor Grievance Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided as under:

a) Audit committee:

The Audit Committee comprised of 3 members as on 31st March 2021:

Name of Director Designation
N.L.Pancharia (upto 14.08.2020) Non-Executive &Independent Director
Manan Jain (w.e.f 14.08.2020) Non-Executive &Independent Director
Raakesh B. Kulwal Executive & Non-Independent Director
Rahul Vijayvergia Chairman and Non-Executive Independent Director

b) Nomination and Remuneration Committee:

The Committee comprised of 3 members as on 31st March 2021.

Name of Director Designation
Rahul Vijayvergia Chairman & Independent Director
N.L. Pancharia (upto 14.08.2020) Non-Executive &Independent Director '
Manan Jain (w.e.f 14.08.2020) Non-Executive &Independent Director
Jinko Devi Koolwal Non-Executive Director

c) Stakeholder committee:

The Committee comprised of 4 members as on 31st March 2021. Meeting of the Members ofStakeholder Committee 15th October 2020

The details of composition of the stakeholder committee along with their meetingsheld/attended as follows:

Name of Director Designation No. of Meetings Attended
Rahul Vijayvergia Chairman & Independent Director 4
Jinko devi Koolwal Non-Executive Director 4
Raakesh B. Kulwal Executive & Non-Independent Director 4
Manan Jain Non-Executive Director 4

7. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Compensation andStakeholder/ Investor's Grievance Committees.

During the year in terms of the requirements of the Companies Act 2013 and ListingRegulations Board Evaluation cycle was completed by the Company internally which includedthe Evaluation of the Board as a whole Board Committees and Directors. The exercise wasled by the Independent Director of the Company. The Evaluation process focused on variousaspects of the functioning of the Board and Committees such as composition of the Boardand Committees experience performance of specific duties and obligations governanceissues etc.

There results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors. Based on the outcome of the Evaluation the Board andCommittees have agreed on an action to further improve the effectiveness and functioningof the Board and Committees. The Chairman of respective Board Committees also shared theresults of evaluation with the respective Committee Members

8. Declaration by an Independent Director(s) and re- appointment if any:

All Independent Directors have given declarations that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

9. Finance & Accounts

Your Company prepares its Financial Statements in compliance with the requirements ofthe Companies Act 2013 and Accounting Standards. The estimates and judgments relating tothe Financial Statements are made on a going concern basis so as to reflect in a true andfair manner. The form and substance of transactions reasonably present the Company's stateof affairs profits/ loss and cash flows for the year ended March 31 2021.

Auditors

(a) Statutory Auditor

The Statutory Auditors of the Company M/s M S G & Associates CharteredAccountants (FRN. 010254C) has ratified and continued the office of Statutory Auditor forthe term of F.Y. 2020-2021 subject to ratification from the conclusion of ensuing AGM tothe next AGM.

REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2020-21 the Statutory Auditor has not reported any instances offrauds committed in the Company by its Officers or Employees.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act 2013 and rules made there under the Companyhas made appointment of M/s Kasliwal Maheshwari & Associates a firm of CompanySecretaries in Practice as a Secretarial Auditor of the Company. The Secretarial AuditReport submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE 'B' and formspart of this report.

(c) Internal Audit

Our company's Internal Auditor is M/s HKR & Associates.

(d) Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 as amended from time to time our Companywas not required to appoint Cost Auditors for the previous Financial Year.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas All the transactions are properly authorized recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements.

11. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companyhttp:// www.namans.co.in.

12. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1)of theCompanies(Management and Administration) Rules 2014 an extract of Annual Return in MGT 9as a part of this Annual Report as ANNEXURE'A'.

13. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators/courts that wouldimpact the going concern status of the Company and its future operations.

14. Acceptance of 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.

15. Particulars of loans guarantees or investments

The provisions of Section 186 of the Companies Act 2013 does not apply to the Companyduring the period under review.

16. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in theordinary course of business and on arm's length basis and do not attract the provisions ofsection 188 of the Companies Act 2013 and rules made there under ANNEXURE-E.

Related party transactions have been disclosed under the Note No. 08 - significantaccounting policies and notes forming part of the financial statements in accordance with"Accounting Standard 18". A statement in summary form of transactions withrelated parties in the ordinary course of business and on arm's length basis is placedbefore the Audit committee for review and recommendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of theCompany. All the transactions are in the normal course of business and have no potentialconflict with the interest of the Company at large and are carried out on an arm's lengthbasis or fair value. The policy on Related Party Transactions and materiality dealing withrelated party transactions as approved by the Board of Directors has uploaded on thewebsite of the company athttp://www.namans.co.in.

17. Corporate Governance

The provision as per Regulation 34(3) read with schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to Company.

18. Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company Policy requires conduct of operations in such a manner so as toensure of all concerned compliances environmental regulations and preservation ofnatural resources.

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified. Under the said Act every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.

The Company has been employing women employees in various cadres within the factorypremises. Your Company has set up Internal Complaints Committee for implementation of saidpolicy. Complaints received if any are regularly monitored by women line supervisors whodirectly report to the Chairman & Managing Director. During the financial year2020-21 your company has not received any complaint of harassment and hence no compliantis outstanding as on March 31 2021 for redressal.

19. RESERVES

For the period under review the Board is not transferring any amount to General ReserveAccount of the Company

20. DIVIDEND

In view of loss incurred during the year your Directors do not recommend any dividendduring the Financial Year 2020-21.

21. CAPITAL STRUCTURE

During financial year there was no change in the capital structure of Company.

22. RISK MANAGEMENT POLICY

Your Company has an elaborate Risk Management procedure which is based on the threepillars: Business Risk Assessment Operational Controls Assessment and Policy Complianceprocesses. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. Some of the identified risksrelate to competitive intensity and cost volatility.

To sustain and grow in global market one must be ready for some level of uncertainty.Greater the uncertainty higher the risk. The risk management function is integral to theCompany and its objectives include ensuring that critical risks are identifiedcontinuously monitored and managed effectively in order to protect the Company's business.The Company operates in an environment which is affected by various factors some of whichare controllable while some are outside the control of the company. The Companyproactively takes reasonable steps to identify and monitor the risk and makes efforts tomitigate significant risks that may affect it. Some of the risks that are potentiallysignificant in nature and need careful monitoring are listed hereunder:

... Macroeconomic Factors Political Factors Product portfolio Competition fromproduct launches Talent acquisition & retention Continuance and growth of channelpartners High dependence on suppliers Geographic concentration Changes in governmentpolicy and legislation Raw Material Price Increase Foreign Exchange Fluctuation

23. Corporate Social Responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company forthe FY 2020-21.

24. PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

25. INVESTOR GRIEVANCE REDRESSAL

The number of complaints received and resolved to the satisfaction of investors duringthe year under review. There were no pending complaint or share transfer cases as on 31stMarch 2021 as per the certificate given by RTA.

26. MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director.

During the year under review the independent directors met on 15.01.2021 inter aliato discuss:

1. Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

2. Evaluation of the performance of the chairman of the Company taking into accountthe views of the Executive and NonExecutive directors.

3. Evaluation of the quality content and timeliness of flow of information between themanagement and the board that is necessary for the board to effectively and reasonablyperform its duties.

27. Director's 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- in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures;

(i) 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;

(ii) 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;

(iii) the directors had prepared the annual accounts on a going concern basis and

(iv) that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

(v) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

29. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in the separate section forming part of this Annual Report.

30. Statutory Information

As per section 134(3) of the Companies Act 2013 read with Rule 8(3) of theCompanies(Accounts)Rules 2014 the information on conservation of energy technologyabsorption and foreign exchange earnings and outgo is annexed in ANNEXURE 'C' an integralpart of this report.

In terms of provisions of section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided hereunder.Further the disclosures pertaining to remuneration and other details as required undersection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed in ANNEXURE'D' an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour company for the financial year 2020-2021.

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings.

4. There were no frauds found which have been reported to the Audit Committee/ Boardmembers as well as to the Central Government. Further there was no fraud reported byauditors under section 143(12) of the Companies Act 2013.

32. LISTING OF SHARES

Your Company's shares are listed at SME platform of BSE Limited and the annual listingfees for the year 2020-21 has been duly paid.

33. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSE REMARKS OR DISCLAIMER MADE BY AUDITOR IN HIS REPORT:

During the year under review there were following remarks given by statutory auditor:

Qualification 1: The Accumulated losses of the Company is Rs. 3588.08 Lakhs(Previous period Loss Rs. 1731.63 Lakhs) and its net worth is negative Rs. 2562.04 Lakhs(Previous period positive Rs. 705.59 Lakhs) as at the end of the reporting period whichindicates erosion of Net worth of the Company.

Reply by board: The Company has incurred heavy losses on account of decline in bulksale which used to come from Institutional Sales/ Supplies to religious places/Restaurants/ Marriages due to Lock down and total restrictions on all social gatherings.The deadly Covid- 19 pandemic situation has badly effected the economy due to which theSales of our products have declined. The Company is also stuck into many statutoryobligations and blockage of funds leading to shortage of working capital Funds. HoweverSales in the present Financial Year have improved due to demand in market and we hope tosubstantially cover up the losses incurred and also bring fresh funds into the company.

Qualification 2: Company has not made any Provision for Interest on Cash CreditFacility availed from State Bank of India Axis Bank and Kotak Mahindra Bank Term Loan andKotak Mahindra Bank Overdraft Facility account. Refer Note 3(a) to the financial statementafter one time settlement with SBI and Kotak Mahindra banks bank statement is notavailable for verification and interest amount not quantified. This is because ofclassification of its account by the concerned State Bank of India as Non-performingAssets (NPA). Axis Bank SBI and Kotak Mahindra Bank has filed suit against recovery ofoutstanding with Debt Recovery Tribunal Jaipur during the F Y 2021-22.

Reply by board: The Company is in advance stage of settling the accounts with StateBank of India Axis Bank and Kotak Mahindra Bank through OTS proposal submitted andUpfront amount already deposited with SBI and Kotak Mahindra Bank also however we arenot in receipt of any statement from Banks herein Interest being charged. The Company hasalso filed its reply against case filed by Banks in Debt Recovery Tribunal Jaipur.

Qualification 3: Company has received Notice u/s. 13(2) and Section 13(4) ofSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002 (No.3 of 2002) dated 25/11/2019 from State Bank of India as the operation ofand conduct of the financial assistance / credit facilities have become irregular andcompany's debt with its bankers has been classified as NonPerforming Asset (NPA) as perthe guidelines issued by RBI.

Reply by board: SBI has issued the notice to Company under the SARFAESI Act as pertheir process and at present the order for implementation and taking of possession ispending with District Collector / DRT Jaipur.

Qualification 4: During the previous year State Bank of India Stressed AssetsManagement Branch ("SAMB") New Delhi vide their letter no.SAMB-II/CL/VI-2019-20/3342 dated 06/03/2020 have absolutely assigned all the rights titleand interest in financial assistance in favor of SAMB New Delhi" in response tothis action SAMB has published an advertisement for sale of primary collateral securityentire fixed assets including factory building situated at Plot No. 551-B Road No. 6V.K.I.A. RIICO Industrial Area Sikar Road Jaipur.

Reply by board: Further to Point No.3 SBI has further moved the case related toCompany under SARFAESI Act to their Stressed asset Management Branch New Delhi where thestatus of case is same as above.

Qualification 5: Balances of Loans Sundry Debtors Loans and Advances and CurrentLiabilities are subject to confirmation from the respective parties and reconciliationsif any.

Reply by board: The Company has taken Balance confirmation from few parties andstake owners however the observation will be implemented in the current financial year2021-22.

Qualification 6: The company has squared up a portion of receivable from relatedparties amounting to Rs. 7636000 by way of an arbitration agreement dated 26thDecember 2020 to transfer of properties in company favor in lieu of due amount videagreement. The properties have been included in value of fixed assets of the company butyet to register in company favor. Please refer note no. 3(a).

Reply by board: As the debtor M/s. Harinarayan Gyarsilal has expressed itsinability to pay the debt and given its consent through agreement dt. For transfer ofProperties / Assets to JFL accordingly the Assets were transferred to JFL. Further thefinancial health of debtor is still not well and payment of entire outstanding is notpossible and even after adjusting the due upto the tune of Rs.8.73 Cr still an amount ofRs.10.65 Cr still stood to be paid accordingly the arbitration agreement was signedbetween the two parties.

Other than the above there was no qualification reservation or adverse remarks ordisclaimer made by Statutory Auditor in his report.

Further the Secretarial Auditor has given the following opinions in his report:

1. We cannot comment on formation and holding of the Committee's Meetings during theyear under review as we were not provided with the Signed Copy of Minutes or AttendanceRegister of the Meetings.

2. The Company has delayed in uploading the various compliances as required underRegulation 40(9) 13(3) 55(A) Shareholding Pattern of SEBI (LODR) Regulations 2015 andnot intimated to BSE regarding defaults in payments to Bank and FI in the year 2020-21.

3. The Company has given amount of Rs. 93324/- to M/s. Jhanvi Jhandewalas Real EstateDevelopers Private Limited a Company under same management.

4. The Company has been charged penalty of Rs. 38000/- for late filing of InvestorCompliant Form for 02nd Quarter of F.Y.2020-21 the Stock Exchange as per Regulation 13(3)of the SEBI (LODR) Regulations 2015 which was duly waived by the Stock Exchange.

5. The Company has been charged penalty of Rs. 2 25000/- for late filing of half yearfinancials for half year ended September 2019 on the Stock Exchange as per Regulation 33of the SEBI (LODR) Regulations2015 which was duly waived by the Stock Exchange.

Director's Explanation on the Secretarial Auditor's Observation:

Your Directors have taken note of the opinions given by the Secretarial Auditor andgiving assurance to make the shortcomings good in the upcoming year and we have instructedthe secretarial department to provide adequate records to the auditors in future in orderto conduct audit in an efficient and effective manner.

34. IMPACT OF COVID 19

Globally the food & beverage industry is expected to experience the differentialimpact of this rapid spreading COVID-19 on each stage of its value chain through themediums of the affected workforce at industrial level raw material supply (agriculturalproduce food ingredients and intermediate food products) trade & logisticsdemand-supply volatility and uncertain consumer demand at foodservice outlets—amongother factors. Production distribution and inventory levels across the food &beverage industry spectrum are expected to be impacted.

The Company has assessed the possible impacts of COVID-19 in preparation of thefinancial statements including but not limited to its assessment of liquidity and goingconcern assumption recoverable values of its non-current and current assets and impact onrevenues and costs. The Company has considered internal and external sources ofinformation and based on current estimates expects to recover the carrying amount ofthese assets. The impact of Covid-19 may be different from that estimated at the date ofapproval of these financial statements and the Company will continue to closely monitorany material changes to future economic conditions.

35. Appreciation and Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and co-operation your company has been receiving from its SuppliersRetailers and Dealers & Distributors and other associated with the Company. TheDirectors also take this opportunity to thank all Investors Clients Vendors BanksGovernment & Regulatory Authorities and Stock Exchange for their continued support.

For Jhandewalas Foods Limited
Sd/-
Raakesh B Kulwal
DIN:00615150
Chairman & Managing Director
Place: Jaipur
Date: 22nd April 2022

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