The Board of Directors have pleasure in presenting 7th Annual Report of theCompany along with the Audited Financial Statements of M/s NORTHERN SPIRITS LIMITEDfor the year ended on 31st March 2019.
The summarized financial results of the company are given in the table below:-
|FINANCIAL RESULTS: || || |
|PARTICULARS ||31.03.2019 ||31.03.2018 |
|Net Profit/ (Loss) before Tax ||154531785 ||13609225 |
|Tax Expenses: || ||- |
|Less: Current Tax ||54086125 ||3500000 |
|Less: Tax expenses for earlier years ||435401 ||0 |
|Less: MAT credit Entitlement ||0 ||0 |
|Less: Deferred Tax liability ||(583507) ||(53572) |
|Profit/(Loss) after tax for the year ||100593766 ||10162798 |
|Profit/(Loss) balance brought forward ||13143734 ||2980936 |
|Transfer to General Reserve ||- ||- |
|Profit/(Loss) balance C/f to Balance sheet ||113737500 ||13143734 |
State of the Company's affairs:
The Company is primarily engaged in the business of trading and distributing ofimported wines liquors and beverages on PAN India Basis.
Balance sheet grew by 3.55 times on year to year to reach Rs.9381.25 Lacs as on 31stMarch 2019. Revenue from operations stood at Rs.1102.81 lacs.
The Company has not transferred any percentage (%) of profit to the General Reservesduring the year under consideration.
The Company retained its profit to invest the same into the expansion of its businessinto other regions in India. Hence there was no dividend being declared.
Initial Public Offer
During the year under review your Company come up with a public issue of 4302000equity shares of Rs.10/- each at a premium of Rs. 33/- per share aggregating to the totalRs. 184986000/- . The Issue opened on 22nd of March 2019 and closed on 27thof March 2019. Subsequently the shares of the Company got listed on the first week ofApril 2019 on SME platform of BSE Limited i.e. on 4th April 2019.
Material Changes affecting Financial Position of the Company
The Paid-up Capital of the Company has changed from 12050000/- to 117492000/- becauseCompany has brought Allotment of Shares during the year under review. No material changesor a commitment has been made by the Board Member or Company between the year ending dateand the date of Director's report.
There was no increase in authorised share capital made by the Company during the yearhowever Company has allotted 10544200(one core five lakh forty four thousand two hundred)equity shares during the Financial Year.
As on 31st March'2018 the authorised capital and issued subscribed andPaid-up share capital of the Company stood at Rs 190000000/- and Rs. 117492000/-respectively comprising 11749200 equity shares of Rs. 10/- each.
Utilization of IPO Fund
The Initial Public Offer fund is utilized for the purpose for which the amount israised as mentioned in the prospectus.
Conversion into Public Limited Company
Your company converted from Private Limited Company to Public limited Company duringthe year under review. The Company had received a fresh certificate of Incorporation on 3rdof May 2018 consequent upon conversion into Public Limited Company.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013("the Act") and rule12(1) of the Companies (Management & Administration) Rules 2015 extract of Annualreturn is attached with this Report marked as Annexure D.
Details of Board Meetings
During the year under review Board of Directors met twenty one(21) times viz20.04.2018 24.04.2018 28.04.2018 13.05.2018 14.05.2018 17.05.2018 28.05.201809.06.2018 11.06.2018 04.07.2019 30.07.2018 04.08.2018 06.08.2018 08.09.201810.09.2018 13.09.2018 14.09.2018 01.10.2018 03.11.2018 24.11.2018 22.01.2019. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. The details of which are mentioned herein below :
|Name of the Director ||Category ||No of Meetings entitled to attend ||No of Meetings attended |
|Anuj Bakshi ||Executive Director ||21 ||21 |
|Ankush Bakshi ||Managing Director ||21 ||21 |
|Roshni Bakshi ||Executive Director ||21 ||21 |
|Kanika Bakshi ||Executive Director ||21 ||21 |
|Rahul Gupta ||Independent Director ||10 ||10 |
|Sathvik Jain ||Independent Director ||10 ||10 |
|Jagjit Singh Kochar ||Independent Director ||13 ||13 |
Board of Directors
There has been a change in the structure of the Board during the Financial Year.Appointment of Nikita Sureka as Company Secretary on 20th April 2018 & asCompliance Officer of the Company on 6th August 2018.
Varun Narendra Mehta (DIN: 08105105) and Jagjit Singh Kochar (DIN: 06552295) wasappointed as Independent Director on 11th June 2018 but due to personalreasons Varun Narendra Mehta resigned on 16th July 2018.
Further Rahul Gupta (DIN: 05310120) Sathvik Jain (DIN: 07732825) was appointed on 04thAugust 2018 as an Independent Directors. Amit Kumar was appointed as Chief financialofficer on 04th August 2018.
Mr. Anuj Bakshi (DIN: 02500120) is liable to retire by rotation and being eligiblethereof offers himself for re-appointment. Details of the Director is attached with thisreport & marked as Annexure A.
Committees of the Board
To provide better corporate governance & transparency currently the Board has threeCommittees viz. Audit Committee Stakeholders Relationship Committee and Nomination &remuneration Committee to look into various aspects for which they have been constituted.
a. Audit Committee
The Audit Committee comprises of non-executive Independent Directors and Director asits Member. The Chairman of the Committee is an Independent Director.
The composition of the Audit Committee is detailed below:-
|SL No ||Name ||Status ||Nature of Directorship |
|1 ||Sathvik Jain ||Chairman ||Independent Director |
|2 ||Rahul Gupta ||Member ||Independent Director |
|3 ||Ankush Bakshi ||Member ||Managing Director |
b. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of non-executive IndependentDirectors. The Chairman of the Committee is an Independent Director.
The composition of the Stakeholders Relationship Committee is detailed below:-
|SL No ||Name ||Status ||Nature of Directorship |
|1 ||Rahul Gupta ||Chairman ||Independent Director |
|2 ||Sathvik Jain ||Member ||Independent Director |
|3 ||Jagjit Singh Kochar ||Member ||Independent Director |
c. Nomination & Remuneration Committee
The Nomination and Remuneration Committee comprises of non-executive IndependentDirectors. The Chairman of the Committee is an Independent Director.
The composition of the Nomination and Remuneration Committee is detailed below:-
|SL No ||Name ||Status ||Nature of Directorship |
|1 ||Jagjit Singh Kochar ||Chairman ||Independent Director |
|2 ||Rahul Gupta ||Member ||Independent Director |
|3 ||Sathvik Jain ||Member ||Independent Director |
The Composition is also been placed on the website of the Companywww.northernspirits.in
Change in the Registered Office of the Company
There has been change in the registered office of the Company by shifting it from 5AWoodburn Central Unit-603 Kolkata-700020 to 5A Woodburn Park Road Woodburn CentralUnit 603 6th Floor Kolkata-700020.
Corporate Governance Report
As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2018-2019.
Report of Frauds by Auditors Report
The report of the Statutory Auditors along with respective notes to the Schedules isenclosed to this report. The observations made in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
There was no adverse remark made by Statutory Auditors of the Company. There was nofraud reported in the Audit report for the Financial Year.
The Board has recommended via Board Resolution Dated 24th of May 2019 theappointment of M/s. J. K Sarawgi & Co. (FRN No. 006836C) Chartered Accountants asthe Statutory Auditors of the Company. The Board even called an Extra-Ordinary GeneralMeeting of the members of the Company on 21st June 2019 to take the approvalfrom them towards the said appointment. As per Section 139(8)(i) of the Companies Act2013 any casual vacancy occurred due to resignation of the existing Auditor of the Companyhe shall hold office till the conclusion of the next Annual General Meeting. He shall holdoffice for a period of 5 consecutive years until the conclusion of 11th AnnualGeneral Meeting in the ensuing Annual General Meeting of the Company. Brief Details of theAuditor will form part of this Report & marked as Annexure B.
Dematerialisation of Shares
During the year under review all the equity shares were dematerialized throughdepositories viz. National Securities Depository Limited and Central Depository Services(India) Limited which represents 100% of the total paid-up capital of the Company. TheCompany ISIN No. is INE01BL01012 and Registrar and Share Transfer Agent is Cameo CorporateServices Limited.
Management Discussion and Analysis
As required under Regulation 34 of the Securities Exchange Board of India (ListingObligations and
Disclosure Requirement) Regulations 2015 ("Listing Regulations") theManagement Discussion and
Analysis of the Company for the year under review is presented in a separate sectionforming the part of the Annual Report is attached here with as Annexure E.
Neither any remuneration nor any sitting fees was paid to the Directors of the Companyduring the year 2018-19.
Particulars of Loans Guarantees or Investments under section 186 of the Companies Act2013
During the year under review the Company has not made any loans guarantees orinvestment within the meaning of Section 186 of Companies Act 2013.
The details of Investments made by Company is given in the notes to the FinancialStatements if any.
Particulars of Contracts or Arrangements with Related Party Transactions
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Sections 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has to bedisclosed in Form No. AOC-2 however no transactions has been conducted during the yearwith the related parties therefore the same is not required to be filed. The particularsof existing contracts or arrangements are been disclosed in the notes on accounts enclosedherewith.
Key managerial personnel
- Ankush Bakshi (Managing Director)
- Amit Kumar (Chief Financial Officer)
- Nikita Sureka(Company Secretary) Non-executive/Independent director
- Sathvik Jain
- Rahul Gupta
- Jagjit Singh Kochar
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
In pursuance of section 134(3)(m) of the Companies Act2013 read with the Companies(Accounts) Rules 2015 are not relevant in view of the nature of business activities ofthe Company and the same is not applicable in this regard.
The company has not entered into any technology transfer agreement and also there areno foreign currency and outgo during the financial year.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/ control theprobability and / or impact of unfortunate events or maximize the realization ofopportunities. The Company has laid a Risk Assessment and Minimization procedure toidentify assess and treat elements of risk which in the opinion of the board may threatenthe existence of the Company.
Details of Subsidiary/Joint Venture/ Associate Companies
During the year under review the Company nor have an Associate Company nor have any ofthe Subsidiary/Subsidiaries or Joint Venture.
During the year under review the Company has not accepted any deposits within themeaning of the Non-banking Financial Companies Acceptance of Public Deposits (ReserveBank) Directions 1998 and in terms of Section 73(2) of the Companies Act 2013.
Internal Financial Controls with Reference to Financial Statements
The Company has maintained adequate financial control system commensurate with thesize scale and complexity of its operations and ensures compliance with various policiespractices and statutes in keeping with the organisation's pace of growth and increasingcomplexity of operations.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made thereunder any suchcases will be referred to Local Complaint Committee under the supervision of DistrictOfficer. During the year no such complaint was received under the said Act.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 as it is notapplicable to the Company.
Other Regulatory Requirement
The company has been complied with all regulatory requirement of Central Government andState Government and there was no significant material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of company's operations.
Particulars of Employees
No Employee in the Company was in receipt of remuneration in excess of the amountmentioned Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2015.
Your Directors would like to inform that till now provisions of establishment of VigilMechanism do not apply to the Company.
Director's Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them the Directors hereby make the following statements in termsof clause (c) of Sub-section 134 of the Companies Act 2013 and confirm that:
a) In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with the proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the Company for that period.
c) the directors had taken proper and sufficient care for the maintenance if 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;
e) the directors has in all material prospects established an adequate internalfinancial controls system over financial reporting and other important areas which arecommensurate with the size of the Company activities and operating as planned.
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Directors take this opportunity to express their thanks to Ministry of CorporateAffairs and other agencies of Central and State government for their kind support andguidance.
The directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the company at all levels who have contributed to the growth andperformance of the company.
The directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
|For and on behalf of the Board || |
|NORTHERN SPIRITS LIMITED || |
|ANKUSH BAKSHI ||ANUJ BAKSHI |
|MANAGING DIRECTOR ||DIRECTOR |
|DIN: 02547254 ||DIN: 02500120 |
|NIKITA SUREKA ||AMIT KUMAR |
|COMPANY SECRETARY ||CHIEF FINANCIAL OFFICER |
|Place: Kolkata || |
|Date: 30TH May 2019 || |