Your Directors are pleased to present the 26th Annual Report on the affairs of theCompany together with the audited statement of accounts for the year ended on 31st March2021.
| || || || ||(Amount in Rs. million) |
|Particulars || |
| ||For the year ended 31 March 2021 ||For the year ended 31 March 2020 ||For the year ended 31 March 2021 ||For the year ended 31 March 2020 |
|Revenue from Operations (Net) ||8377.7 ||7077.4 ||8807.3 ||7621.2 |
|Other Income ||98.4 ||71.1 ||101.3 ||28.5 |
|Total Income ||8476.1 ||7148.5 ||8908.5 ||7649.8 |
|Less: Expenses ||7050.7 ||6265.7 ||7396.8 ||6693.1 |
|Less: Finance Cost ||95.2 ||150.4 ||95.2 ||150.4 |
|Less: Depreciation and Amortization ||419.4 ||386.4 ||446.8 ||416.5 |
|Add: Profit before share of equity accounted investees and tax share of net profit of associates accounted for using the equity method || || ||0.9 ||0.4 |
|Profit before Taxation ||910.8 ||346.0 ||970.7 ||390.2 |
|Less: Tax Expense (Deferred & Current) ||232.6 ||63.9 ||248.0 ||87.0 |
|Profit for the year ||678.2 ||282.1 ||722.8 ||303.1 |
|Add: Other Comprehensive Income / (loss) for the year ||-0.6 ||-6.0 ||-0.4 ||-6.4 |
|Total Comprehensive Income for the year ||677.6 ||276.1 ||722.4 ||296.7 |
|Earnings per Share || || || || |
|Basic (Rs.) ||11.8 ||4.9 ||12.5 ||5.3 |
|Diluted (Rs.) ||11.8 ||4.9 ||12.5 ||5.3 |
On standalone basis the Company reported revenue from operations of Rs.8377.7 millionfor the financial year 2020-21 as compared to Rs.7077.4 million in the previousfinancial year 2019-20 registering a growth of 18.4%. Profit before financial expensesdepreciation and taxation stood at Rs.1327.0 million as compared to Rs.811.7 million inthe previous year. Net profit for the year under review amounted to Rs.678.2 million ascompared to Rs.282.1 million in the previous year registering a substantive increase of140.4% over the previous year.
On consolidated basis the Company reported revenue from operations of Rs.8807.3million for the financial year 2020-21 as compared to Rs.7621.2 million in the previousfinancial year 2019-20 registering a growth of 15.6%. Profit before financial expensesdepreciation and taxation stood at Rs.1410.5 million as compared to Rs.928.2 million inthe previous year. Net profit for the year under review amounted to Rs.722.8 million ascompared to Rs.303.1 million in the previous year registering an increase of 138.4%.
Impact of the Covid-19 Pandemic on the Performance
The impact of the pandemic started in March 2020 with Governments announcing lockdownacross the world to control the spread of the virus. This was followed by restrictedeasing of services across different countries to be followed by further rounds oflockdowns (including localised lockdowns) initiated across different countries. There wasalso positive news in the latter half of the year with vaccine approvals and launch ofvaccination drives in several countries.
We saw varied effects across our different businesses - consumer businesses and exportsegment were positively impacted with increase in at-home consumption and pantry loading(especially in the initial stages of the lockdown) while out-of-home and institutionalbusiness saw drastic decline in volumes.
In terms of impact on the financial performance the Company's performance was notadversely impacted by the Covid pandemic and it recorded robust topline growth in allsegments except for the institutional bakery segment.
The Company was accorded credit rating of CRISIL AA-/ Stable (pronounced "Double Aminus Stable") for long-term borrowings and CRISIL A1+ (pronounced "CRISIL A oneplus") for short-term borrowings.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves.
Your Directors are pleased to recommend a final dividend of Rs.2.40/- per equity shareof face value of Rs.10/- each (i.e. 24%) for the year ended March 31 2021. The dividendsubject to the approval of members at the Annual General Meeting on Thursday August 52021 will be paid within the time period stipulated under the Companies Act 2013(subject to deduction of tax at source).
The Dividend recommended is in accordance with the Company's Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is available on the Company'swebsite at www.cremica.in
(a) Material changes between the date of the Board report and end of financial year
There Rs.ave been no material changes and commitments if any affecting the financialposition of the Company which Rs.ave occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
(b) Material events during the year under review
During the year under review the Company got listed on the Bombay Stock Exchange (BSE)and the National Stock Exchange of India (NSE) on December 24 2020 which includes freshoffer of Rs.405.4 million and offer for sale (OFS) of Rs.5000 million.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status and theCompany's operations in the future.
Subsidiary Company/Associate Company
At the close of financial year 2020-21 the Company had two subsidiary companies viz.:
i. Bakebest Foods Private Limited
ii. Mrs. Bector's English Oven Limited
The company also has one associate company viz. Cremica Agro Foods Limited as on 31stMarch 2021.
Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has attached along with the financial statements aseparate statement containing the salient features of the financial statements of itssubsidiary companies in the manner prescribed under the Companies Act 2013 and rules madethereunder in form AOC-1 (Annexure- C).
Further there have been no such companies which have become or ceased to be itssubsidiaries joint ventures or associate companies during the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the consolidated financial statements of the Company and itssubsidiaries have been prepared in the same form and manner as mandated by Schedule III ofthe Companies Act 2013 and shall be laid before the forthcoming Annual General Meeting(AGM) of the Company.
The consolidated financial statements of the Company have also been prepared inaccordance with relevant accounting standards issued by the Ministry of Corporate Affairsforming part of this Annual Report. In accordance with Section 136 of the Companies Act2013 the audited financial statements including the consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on the Company's website at www.cremica.in
STATUTORY AUDITOR & AUDIT REPORT
M/s B S R & Co. LLP Chartered Accountants (firm registration No.101248W/W-100022)were appointed by the shareholders at the 24th Annual General Meeting as StatutoryAuditors of the Company to hold office for the period of five years from financial year2019-20 to 2024-25 i.e. from the conclusion of the 24th Annual General Meeting till theconclusion of the 29th Annual General Meeting. Since their term is not expiring on theconclusion of the ensuing AGM there is no requirement of passing any resolution at theensuing AGM.
The Auditors have given unmodified report as there are no qualifications observationsor adverse remarks made by the Auditors in their Report for the year ended March 31 2021.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) ofCompanies (Accounts) Rules 2014 there is no change in the nature of business carried onby the Company during the financial year 2020-21.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following is the constitution of the Board of Directors and key managerialpersonnel as on date:
|Sr. No. ||Name of Director ||Designation |
|1 ||Mr. Subhash Agarwal ||Chairman & Independent Director |
|2 ||Mr. Anoop Bector ||Managing Director |
|3 ||Mr. Parveen Kumar Goel ||Chief Financial Officer and Whole-time Director |
|4 ||Mr. Ishaan Bector ||Whole-time Director |
|5 ||Mr. Rahul Goswamy ||Nominee Director |
|6 ||Mr. Rajiv Dewan ||Independent Director |
|7 ||Mrs. Pooja Luthra* ||Independent Director |
|8 ||Mr. Suvir Bector** ||Additional Director |
|9 ||Mrs. Rajni Bector*** ||Director |
|10 ||Mr. Nem Chand Jain**** ||Independent Director |
|11 ||Mr. Tarun Khanna***** ||Nominee Director |
|12 ||Mr. Atul Sud ||Company Secretary and Compliance Officer |
* Mrs. Pooja Luthra was appointed as an Independent Director and her appointment wasapproved by the members in their meeting held on 16.10.2020.
** Mr. Suvir Bector is an Additional Director (Whole-time Director) appointed by theBoard of Directors in their meeting held on 30.03.2021. His appointment as a Whole-timeDirector is proposed in this AGM subject to shareholders' approval.
*** Mrs. Rajni Bector Director of the Company retired from the Board w.e.f. March 312021. She was appointed as the Chairperson Emeritus by the Board in its meeting held on30.03.2021 and extended her the invitation to attend the Board meetings of the Company asa mentor to the Board.
**** Mr. Nem Chand Jain Independent Director of the Company (whose second tenureexpired on 16.03.2021) has ceased to be a Director of the Company with effect from theclose of business hours on March 16 2021.
***** Mr. Tarun Khanna Nominee Director of the Company has resigned from the Companywith effect from February 5 2021 due to fulfilment of terms and conditions of theshareholders agreement.
Mr. Subhash Agarwal aged 84 years is the Non-Executive Independent Director andChairman of the Company. In accordance with Regulation 17 (1A) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 no listed entity shall appointa person or continue the Directorship of any person as a Non-Executive Director who hasattained the age of seventy-five years unless a special resolution is passed to thateffect. In this regard at the AGM of the Company held on 16th October 2020 the membersof the Company have approved his continuation of office for a period of one year. Sincehis term as an Independent Director is valid till 9th February 2022 the approval of theshareholders is sought for the continuation of his Directorship on the Board of theCompany even after attaining the age of 75 years.
In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Mrs. PoojaLuthra has been appointed as Independent Woman Director on the Board of the Company.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the requirements of Schedule IV of the Companies Act 2013 and in terms ofRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of the Independent Directors of the Company was convened on March31 2021 to review the matters as laid down in the aforesaid schedule and regulations.
| ||(Amount in Rs.) |
|Particulars ||Amount |
|Deposits accepted during the year (including renewed during the year) ||Nil |
|Deposits remained unpaid or unclaimed at the end of the year ||Nil |
|Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||Nil |
|(i) at the beginning of the year || |
|(ii) maximum during the year || |
|(iii) at the end of the year || |
|Deposits which are not in compliance with requirement of chapter V of the Companies Act 2013 ||Nil |
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is attached herewith as Annexure - A.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of the CompaniesAct 2013 the Company has constituted a CSR Committee. The Company has also formulated aCSR Policy which is available on Company's website at www.cremica.in
During the year under review in compliance with the provisions of Section 135 of theCompanies Act 2013 the Companies (Corporate Social Responsibility) Rules 2014 and thevarious notifications/circulars issued by the Ministry of Corporate Affairs the Companyhas contributed an amount of approximately H9.94 million directly and through Mrs. BectorFoundation (the implementing agency engaged in activities specified in Schedule VII of theCompanies Act 2013). The CSR Committee had approved one long-term project of constructionand renovation of building of Government School at Phillaur and this will be implementedthrough Mrs. Bector Foundation. The salient features of the CSR policy along with theReport on CSR activities are given in Annexure-B to this Directors' Report.
NUMBER OF MEETINGS OF THE BOARD
During the year 2020-21 the Board of Directors met 15 times on June 1 2020 August14 2020 September 19 2020 October 19 2020 November 28 2020 December 6 2020December 8 2020 December 9 2020 December 14 2020 December 18 2020 December 192020 December 22 2020 December 22 2020 February 5 2021 and March 30 2021.
The Company has constituted the following committees in compliance with the CompaniesAct 2013 and the Listing
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee and
5. Risk Management Committee.
All these committees have been established as a part of the best corporate governancepractices. There have been no instances where the Board has not accepted anyrecommendation of the aforesaid committees. The details in respect to the compositionspowers roles and terms of reference etc. are provided in the Corporate GovernanceReport forming part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) 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 as at March 31 2021 and of the profitand loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis; and
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors furnished a declaration that they meet the criteria ofIndependence as provided in sub section 6 of Section 149 of the Companies Act 2013 at theBoard meeting held on 7th June 2021.
Company's policy on Directors' Appointment and Remuneration including Criteria forDetermining Qualifications Positive Attributes Independence of a Director and otherMatters provided under sub-section (3) of Section 178.
The Board on the recommendation of the Nomination Remuneration framed a policy forselection and appointment of Directors senior management and their remuneration and todevelop and recommend to the Board a set of Corporate Governance Guidelines. The policy ofthe Company on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of Directors and other matters providedunder Section 178(3) of the Companies Act 2013 and Regulation 19 of the ListingRegulations is available on the Company's website at www. cremica.in
Broad terms of reference of the committee inter-alia include:
a) To identify persons who are qualified to become Directors and who may be appointedas KMPs and in senior management position in accordance with the criteria laid downrecommend to the Board for their appointment and removal;
b) To carry out evaluation of every Director's performance;
c) To identify the criteria for determining qualifications positive attributes andindependence of a director;
d) To finalise the remuneration for the Directors key managerial personnel and seniormanagement personnel;
e) To assess the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by the Board or as may be necessaryin view of the provision of the Companies Act 2013 and Rules thereunder and the SEBI(LODR) whenever applicable.
In this context the committee will also review the framework and processes formotivating and rewarding performance at all levels of the organisation will review theresulting compensation awards and will make appropriate proposals for Board approval.
The Nomination and Remuneration Committee of the Company had approved a Nomination andRemuneration policy containing the criteria for performance evaluation which was approvedand adopted by the Board of Directors. The key features of this policy have also beenincluded in the report. The policy provides for evaluation of the Board and the individualDirectors including the Chairman of the Board and Independent Directors.
Subsequent to the year under review the evaluation for the period 2020-21 wascompleted as per the policy adopted in compliance with the applicable provisions of theAct. The Board's assessment was discussed with the full Board evaluating amongst otherthings the full and common understanding of the roles and responsibilities of the Boardcontribution towards development of the strategy and ensuring robust and effective riskmanagement understanding of the operational programmes being managed by the Companyreceipt of regular inputs receipt of reports by the Board on financial matters budgetsand operations services timely receipt of information with supporting papers regularmonitoring and evaluation of progress towards strategic goals and operational performancenumber of Board meetings committee structures and functioning etc.
The members concluded that the Board was operating in an effective and constructivemanner.
Disclosure of Remuneration of Directors and Employees of the Company
Information as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed hereto asAnnexure-G and forms part of this report.
EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the Extract of the annual return in formMGT-9 is attached with this report as Annexure-F
SECRETARIAL AUDIT REPORT
M/s. Anuj Bansal & Associates Practicing Company Secretaries Jalandhar has beenappointed to conduct Secretarial Audit of the Company for the financial year 202021pursuant to section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. A report submitted bythem is attached herewith as Annexure-E. There was no qualification reservation oradverse remark in the Report of the Secretarial Auditor.
The Company is committed to follow the best Corporate Governance practices includingthe requirements under the SEBI Listing Regulations and the Board is responsible to ensurethe same from time to time. The Company has duly complied with the Corporate Governancerequirements. Further a separate section on Corporate Governance in compliance with theprovisions of Regulation 34 of the Listing Regulations read with Schedule V of the saidregulations along with a certificate from a Practicing Company Secretary confirming thatthe Company is and has been compliant with the conditions stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2020-21were on an arm's length basis and in the ordinary course of business and were incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. None of the transactions with related parties fall under the scope of Section188(1) of the Act. There are no material related party transactions made by the Companyduring the year under review. Given that the Company does not have anything to reportpursuant to Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC- 2 therefore the same is not provided.
All such transactions are placed before the Audit Committee for review/approval. TheAudit Committee grants omnibus approval for the transactions that are in the ordinarycourse of the business and repetitive in nature. All related party transactions are placedbefore the Audit Committee on a quarterly basis. As good governance practice the same arealso placed before the Board for seeking their approval. Disclosures as required underIndian Accounting Standards ("IND AS") - 24 have been made in the Note No. 47to the Consolidated Financial Statements. Further in terms of SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 the transactions with person/entity belonging to the promoter/promoter group holding 10% or more shareholding in theCompany have been disclosed in the accompanying financial statements.
The policy on related party transactions as formulated by the Board is available onthe Company's website i.e. www. cremica.in Share Capital and Provision of Money byCompany for Purchase of its own Shares by Trustees or Employees for the Benefit ofEmployees
During the year under review the Company successfully launched its IPO whose issuesize was H5405.4 million which includes fresh issue of H405.4 million and offer for saleof H5000 million. Pursuant to this IPO and issue of shares to eligible employees underESOP Plan 2017 the paid-up share capital of the Company has increased to H587465140divided into 58746514 equity shares of H10 each.
UTILISATION OF ISSUE PROCEEDS
In terms of Regulation 32 read with 18(3) read with Part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Audit Committeereviewed the statement of deviations in use of proceeds raised from the public IPO andreported to the stock exchange
that there is no deviations in utilisation of funds as per the statement given below.
| || || |
(Amount in Rs. million)
|Particulars ||Object of the issue as per Prospectus ||Utilisation up to 31 March 2021 ||Unutilised amount as on 31 March 2021 |
|Financing the project cost towards Rajpura extension project ||405.40 || ||405.40 |
|Total fresh proceeds ||405.40 ||- ||405.40 |
AUDIT COMMITTEE AND VIGIL MECHANISM
As required under Section 177 of the Companies Act 2013 and Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Board of Directors have alreadyconstituted an Audit Committee which as of the close of the financial year under reviewcomprised of Mr. Rajiv Dewan Independent Director as Chairman Mr. Rahul Goswamy NomineeDirector as Member and Mr. Subhash Agarwal Independent Director as Member.
The committee held six meetings during the year under review.
The Board of Directors established a vigil mechanism to redress genuineconcerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri ManagerAccounts has been designated as Whistle and Ethics Officer to hear the grievances ofemployees and Directors of the Company; however offences of serious nature may be broughtto the attention of the Chairman of the Audit Committee of the Company. The AuditCommittee regularly reviews the working of the mechanism. No complaint was received duringthe year under review.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy with the objective to formalise the process ofidentification of potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Risk Management Policy is a step taken by the Companytowards strengthening the existing controls. The business of the Company solely dependsupon agricultural produce which is highly seasonal and this is a major element of riskwhich may threaten the existence of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V of the Listing Regulations is presentedseparately and forms part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report ("BRR") for the year under review asstipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted by top-1000listed entities based on their market capitalisation as on March 31 2021 is presentedseparately and forms part of this Annual Report.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
During the year under review the Company enjoyed cordial relations with workers andemployees at all levels of the organisation. A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report whichforms part of this Annual Report.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company under the provision of Section 43 read with Rule 4(4) of the Companies(Share Capital and Debentures) Rules 2014 has not issued any equity shares withdifferential rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company under the provision of Section 54 read with Rule 8(13) of the Companies(Share Capital and Debentures) Rules 2014 has not issued any sweat equity shares.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
Pursuant to the resolution of our Board of Directors dated February 20 2017 and of ourshareholders dated June 30 2017 our Company has instituted the Employee Stock OptionPlan 2017 ("ESOP Plan 2017") which became effective from June 30 2017 andcontinues to be in force as on the date of this report. In accordance with ESOP Plan 2017the maximum number of equity shares exercisable per option granted cannot exceed 1% of thetotal paid-up share capital of the Company which is 572676 equity shares.
ESOP Plan 2017 is in compliance with the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014. The detailed Report on the ESOP is given theAnnexure-D.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT
The Company is complying with the provisions of Section 129 or 134 of Companies Act2013 so there was no voluntary revision done by the Company during financial year2020-21.
Statement in respect of adequacy of Internal Financial Control with reference to theFinancial Statements
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts)Rules 2014 and ICAI guidance note on adequacy of internal financial controls withreference to financial statements - it is stated that there is adequate internal controlsystem in the Company. The Company has an effective and reliable internal control systemcommensurate with the size of its operations. The internal control system provides forwell-documented policies and procedures that are aligned with global standards andprocesses.
RECEIPT OF ANY COMMISSION/REMUNERATION BY MD / WTD OF COMPANY FROM ITS HOLDING ORSUBSIDIARY
The Company does not have any holding company. Further no subsidiary company of theCompany has paid any commission/remuneration to the Directors of the Company for thefinancial year 2020-21 except for Mrs. Rajni Bector.
Statement indicating the Manner in which formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees
In line with the provisions of the Companies Act 2013 the Board evaluation wascarried out through a structured evaluation process by all the Directors based on thecriteria such as composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board. They were evaluated on parameters such as their education knowledgeexperience expertise skills behaviour leadership qualities level of engagementindependence of judgement decision-making ability for safeguarding the interest of theCompany stakeholders and its shareholders. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand NonIndependent Directors was carried out by the Independent Directors. The Board wassatisfied with the evaluation process and the results thereof.
There was no fraud reported to the Board during the year under review.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for all its employeesat various levels in the organisation free of sexual harassment and discrimination on thebasis of gender. The Company has framed a policy on prevention of sexual harassment inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. The Company has also set up "InternalComplaint Committee" (the Committee') to redress complaints received regardingsexual harassment which has formalised a free and fair enquiry process with cleartimelines. During the year under review the Company had not received any complaint ofharassment.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS (LGSI) UNDER SECTION 186
The Company has not given any loans or provided any guarantees or security asspecified under Section 186 of the Companies Act 2013.
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has appointed Grant Thornton India LLPGurgaon as Internal Auditors to conduct internal audit for the financial year 2020-21.
The Company has an Internal Audit Department to test the adequacy and effectiveness ofinternal control systems laid down by the management and to suggest improvement in thesystems. Internal Audit Reports are discussed with the management and are reviewed by theAudit Committee of the Board. Grant Thornton India LLP Gurgaon conducted the internalaudit for the financial year 2020-21 and presented an Internal Audit Report which did nothave any objection in it.
INTERNAL FINANCIAL CONTROLS AUDIT
During the financial year 2020-21 under review the Company's internal controls weretested by M/s Genikon Services Pvt. Ltd. and no reportable weakness in the system wasobserved.
In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 appointmentof Cost Auditor is not applicable to our Company.
The Secretarial Standards SS-1 and SS-2 relating to Meetings of the Board ofDirectors and General Meetings' issued and notified by the Institute of CompanySecretaries of India as amended/replaced from time to time have been complied with by theCompany during the financial year under review.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to all associates for their valuable support and look forward to theircontinued cooperation in the years to come. Your Directors acknowledge the support andco-operation received from the employees and all those who have helped in the day-to-daymanagement.
| ||For and on behalf of the Board of Directors |
| ||For Mrs. Bectors Food Specialities Limited |
| ||Sd/- |
| ||(Subhash Agarwal) |
|Place: Phillaur ||Chairman |
|Date: 07.06.2021 ||(DIN: 02782473) |