To The Shareholders
Your Directors have pleasure in presenting the Annual Report and Audited Accounts ofyour Company for the year ended 31st March 2021:
FINANCIAL RESULTS :
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Profit / (Loss) before Depreciation & Taxation ||(62215) ||36563 ||(68915) ||25096 |
|Less : Depreciation and Amortization Expense ||14711 ||14405 ||15770 ||15642 |
|Tax Expenses || || || || |
|-Current Tax ||- ||6555 ||- ||7038 |
|-Deferred Tax Expenses/ (Credit) ||(3054) ||231 ||(4296) ||(3107) |
|-Tax for Earlier years ||- ||1237 ||68 ||1394 |
| ||(3054) ||8023 ||(4228) ||5325 |
|Profit after Depreciation and Taxation ||(73872) ||14135 ||(80457) ||4129 |
|Other Comprehensive Income (Net of Tax) ||679 ||(1892) ||679 ||(1892) |
|Total Comprehensive Income for the year ||(73193) ||12243 ||(79778) ||2237 |
In view of loss in the operations of the Company your Directors do not recommended anydividend for the financial year 2020-21
TRANSFER TO RESERVE:
The Directors do not propose to transfer any amount to reserve during the year.
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
Operations of the Company as well as Group has been affected very badly in the FY2020-21 due to impact of pandemic Covid-19 and consequent nationwide lockdown in themonths of April & May 2020 as well as further partial lockdown continued in therespective state(s). The Company's Revenues from operations has decreased from"779786 thousand in the FY 2019-20 to "428409 thousand in the FY 2020-21. Saleof Beverages has decreased from "762900 thousand in the FY 2019-20 to "415063thousand in the FY 2020-21 showing a decrease of 45.6%. The total Comprehensive Income /(Loss) of the Company has decreased from "12243 thousand in the FY 2019-20 to("73193 thousand) in the FY 2020-21.
Though the spread of COVID-19 and consequent nationwide lockdown has affected salesprofit and overall performance of the Company as well as Group very badly but we arestruggling hard to minimise the loss and hopeful to achieve the favourable results in thecurrent year.
Financial Statements of Sharad Quench Pvt. Ltd. (SQPL) and Satyanarayan Rice Mill Pvt.Ltd. (SRMPL) wholly owned subsidiaries of the Company for the FY 2020-21 have been dulyconsidered in the Consolidated Financial Statements presented in this Annual Report of theCompany.
It is expected that there should be a sizeable increase in the Group turnover andincome with the working of said subsidiary companies in the coming time. Salient featuresof the financial statements of said subsidiary Companies have been attached along with theAnnual Report in the Form AOC-1.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is attached with this Reportand marked as Annexure - I.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return forthe financial year ended 31st March 2021 in the prescribed Form MGT- 9 is attached withthis Report and marked as Annexure - II.
Smt. Sarita Tulsyan Non-Executive Director (DIN: 05285793) retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
The present term of Sri Vivek Vardhan Agarwalla Independent Director of the Companyhas expired on 21st March 2021. Your Directors propose his re-appointment for anotherterm as mentioned in the relevant Resolutions with effect from 22nd March 2021 for aperiod of 5(five) consecutive years.
Appropriate resolutions for their appointment are being placed for consideration of themembers at the ensuing Annual General Meeting.
None of the Directors is disqualified for appointment/re-appointment under Section 164of the Companies Act 2013.
DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT 2013:
The Company has received declarations from Dr. Gora Ghose (DIN: 00217079) and Sri VivekVardhan Agarwalla (DIN: 00674395) that they meet the criteria of Independence asprescribed under Section 149(6) of the Companies Act 2013.
FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee of the Board has devised criteria forevaluation of the performance of Directors. The Board has evaluated its own performancesand that of its Committees and all individual directors i.e. both Independent andNon-Independent. All the Directors of the Company are found to be persons of havingknowledge and experience in their respective area and their association with the Companyis considered to be beneficial to the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board of Directors of the Company has adopted a Remuneration Policy in consultationwith its Nomination and Remuneration Committee for determining qualifications positiveattributes and independence of directors and criteria for directors' appointment andremuneration.
The main features of the Policy are as follows:
The Company while constituting the Board shall draw members from diverse fieldssuch as finance law administration management marketing manufacturing operations orother disciplines related to the Company's business. There shall be no discrimination onthe basis of gender while determining the Board composition.
A Director shall be a person of integrity who possesses relevant expertise andexperience. He/she shall uphold ethical standards of integrity and probity and actobjectively and constructively. He/she shall exercise his/her responsibilities in abona-fide manner in the interest of the Company. Devote sufficient time and attention tohis/her professional obligations for informed and balanced decision making. Assist theCompany in implementing the best corporate governance practices.
The objective of the policy is to have a compensation framework that will rewardand retain talent.
The remuneration will be such as to ensure that the correlation of remunerationto performance is clear and meets appropriate performance benchmarks.
KEY MANAGERIAL PERSONNEL:
Pursuant to Section 203 of the Companies Act 2013 following officials are the KeyManagerial Personnel of the Company:
i. Sri Narendra Kumar Poddar Chairman;
ii. Sri Akshat Poddar Managing Director;
iii. Sri Ballabha Das Mundhra Executive Director;
iv. Sri Arun Kumar Singhania Chief Financial Officer and v Sri Jiyut Prasad CompanySecretary.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met 10(ten) times during the year under review. The dates ofsuch meetings were 9th June 2020; 10th July 2020; 30th July 2020; 26th August 2020;15th September 2020; 16th October 2020; 13th November 2020; 31st December 2020; 12thFebruary 2021 and 16th March 2021.
Pursuant to the requirements of Schedule IV to the Companies Act 2013(as amended) andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separateMeeting of the Independent Directors of the Company was also held on 12th November 2020without the presence of non-independent directors and members of the management to reviewthe performance of non-independent directors and the Board as a whole the performance ofthe Chairman of the Company and also to assess the quality quantity and timeliness offlow of information between the Company management and the Board.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) the Companies Act 2013 the Directorshereby confirm and state that:
i. In the preparation of annual accounts for the financial year ended 31st March 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures
ii. They have selected such accounting policies and applied them consistently and madejudgement and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
M/s D. Mitra & Co. Chartered Accountants (ICAI Firm Regn. No. 328904E) wereappointed as Statutory Auditors of the Company for a period of 5(five) years with effectfrom financial year 2017-18 who shall hold office from the conclusion of the 56th AnnualGeneral Meeting till the conclusion of the 61st Annual General Meeting of the Company. M/sD. Mitra & Co. Chartered Accountants have confirmed their willingness and eligibilityin terms of the provisions of Section 141 of the Companies Act 2013 the CharteredAccountants Act 1949 and rules or regulations made there under to continue as Auditors ofthe Company.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May 2018has done away with the requirement of ratification of appointment of Statutory Auditors atevery Annual General Meeting as per the first proviso of Section 139 of the CompaniesAct 2013 and the Companies (Audit and Auditors) Amendment Rules 2018. Accordingly theCompany is not required to pass any resolution pertaining to ratification of theappointment of Statutory Auditors in the ensuing Annual General Meeting.
The Independent Auditors' Reports for the financial year ended 31st March 2021 doesnot contain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Manoj Shaw & Co. Practising Company Secretaries as Secretarial Auditorfor conducting the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Auditors' Report received from said Auditors forms part of this Report andmarked as Annexure - III. There are no qualifications or adverse remarks in theirReport.
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost records and audit) Rules 2014 Cost Audit is not applicable to theCompany.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of loans given investment made or guarantee given or security provided ifany by the Company have been disclosed in the Notes to the Standalone and/or ConsolidatedFinancial Statements for the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the transactions with related parties entered during the year under review were inthe ordinary course of business and on the arm's length basis and the same has been dulyapproved by the Audit Committee. However there was no material contract or arrangement ortransaction other than arm's length basis entered with a related party during the yearunder review. Hence disclosure in Form AOC- 2 is not required.
INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8OF THE COMPANIES (ACCOUNTS) RULES 2014:
(A) Conservation of energy:
i. Steps taken or impact on conservation of energy:
Addition of On-load Tap Changer (OLTC) to the transformer to check aninterruption in the power supply due to an unacceptable tap change.
The lighting system in the factory has been upgraded and modified to use of LEDlights to reduce consumption of energy.
ii. The steps taken by the Company for utilising alternate sources of energy:
The Company is making maximum use of natural light during day time by usingtransparent roof sheets.
iii. The capital investment on energy conservation equipments:
A sum of "194 thousand was spent towards acquisition of energy conservationequipments during the year under review.
(B) Technology Absorption:
i. The efforts made towards technology absorption:
Technology absorption is a continuous process. The Company keeps track of newmachines and upgrade its plant and machinery with the latest available technology.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution:
Improved productivity and consequent reduction in the cost of production.
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)
Details of technology Year of Whether the technology If not fully absorbed areas whereabsorption has imported import been fully absorbed not taken place and the reasonsthereof
Being Franchisee of M/s Bisleri International Private Limited the Company isadopting technological guidelines provided by its Principal from time to time and thusresearch and development of technology is automatically taken care of. Hence there is noexpenditure incurred on research and development during the year.
(C) Foreign exchange earnings and outgo:
Your Company did not have any foreign exchange earnings during the year under review.The foreign exchange outgo was Rs.89 thousand on account of travelling and other expenses.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board has developed and implemented a risk management policy of the Companyidentifying therein the elements of risk and concern that may threaten the existence ofthe Company which entail the recording monitoring and controlling of Company's risks andaddressing them comprehensively and empirically.
The Risk Management system aims to:
i. Address our Company's strategies operations and compliances and provide a unifiedand comprehensive perspective;
ii. Establish the risk appetite;
iii. Be simplistic and intuitive to facilitate a speedy and appropriate identificationof potential and actual risks and its communication;
iv. Seek escalation of the identified risk events to the appropriate persons to enablea timely and satisfactory risk response; v Reduce surprises and losses foreseeopportunities and improve deployment of resources; and
vi. Develop a mechanism to manage risks.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Section 135 of the Companies Act 2013 are not applicable to the Company.Hence disclosure as per Annexure given in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 has not been made here.
LISTING OF SHARES AND LISTING FEE:
The equity shares of the Company are listed on The Calcutta Stock Exchange Ltd. and BSELimited. The listing fee for the year 2021-22 has already been paid to the both StockExchanges.
CORPORATE GOVERNANCE REPORT:
The provisions of Regulation 15(2) read with Regulation 27 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. Hence report on Corporate Governance for thefinancial year 2020-21 is not attached herewith.
The Company has not accepted any deposits from the public under Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of deposit) Rules 2014.
The present composition of the Audit Committee of the Company is as under:
|Sl. No. Name of the Director ||Category of the Director ||Designation |
|i. Sri Vivek Vardhan Agarwalla ||Independent Director ||Chairman |
|ii. Dr. Gora Ghose ||Independent Director ||Member |
|iii. Sri Ballabha Das Mundhra ||Executive Director ||Member |
The Company Secretary acts as Secretary of the Committee. There is no suchrecommendation of the Audit Committee which has not been accepted by the Board during theyear under review.
ESTABLISHMENT OF VIGIL MECHANISM:
The Company has established a vigil mechanism/ whistle blower policy. The policy allowsintimation by any director or employee or any other stakeholder to the designated officerin good faith of misconduct or unethical or improper activity through a writtencommunication. Audit Committee oversees the vigil mechanism for disposal of the complaint.Direct access to the chairman of the Audit Committee is also allowed in exceptional cases.The vigil mechanism/ whistle blower policy is available on Company's websitewww.obl.org.in.
PARTICULARS OF EMPLOYEES:
Particulars of employees pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are attached herewith and marked as Annexure - IV.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has adopted guidelines for ensuring orderly and efficient InternalFinancial Controls as required under the provisions of the Companies Act 2013. The AuditCommittee after considering the views of Statutory Auditors and Internal Auditors hasfound that such Internal Financial Controls commensurate with the size and operations ofthe Company are adequate and operating efficiently. The Audit Committee in consultationwith the Internal Auditors formulates the scope function and methodology for conductingthe internal audit. The Internal Financial Controls system is satisfactory as perevaluation of the Audit Committee.
Following disclosures are made under the Companies (Accounts) Rules 2014:
(i) The financial summary or highlights are discussed at the beginning of this report;
(ii) There is no change in the nature of business;
(iii) There is no significant and material order was passed by the regulators or courtsor tribunals impacting the going concern status and the Company's operations in future.
Your Directors wish to express their grateful appreciation for the co-operation andsupport received from customers vendors shareholders financial institutions banksregulatory authorities and the society at large. Deep appreciation is also recorded forthe dedicated efforts and contribution of the employees at all levels as without theirfocus commitment and hard work the Company's consistent growth would not have beenpossible despite the challenging environment.
| ||For and behalf of the Board |
| ||N.K.Poddar |
|Kolkata 12th August 2021 ||Chairman |
| ||(DIN : 00304291) |