Your Directors have pleasure in presenting the 31st Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2021.
|FINANCIAL RESULTS: ||Year Ended 31-03-2021 ||Year Ended 31-03-2020 |
| ||(in Lacs) ||(in lacs) |
|Total Operating Income ||113.12 ||499.36 |
|Profit/(Loss) from Operations before Interest & Exceptional Items ||(-)7.79 ||71.11 |
|Interest ||- ||1.73 |
|Profit/(Loss) from Ordinary Activities before Tax ||(-) 7.79 ||69.38 |
|Tax Expenses ||- ||11.56 |
|Profit/(Loss) from Ordinary Activities after Tax ||(-)7.79 ||57.82 |
|Exceptional Items ||- ||- |
|Net Profit/(Loss) during the period ||(-)7.79 ||57.82 |
During the year your company participated in Capital Market with investments in listedsecurities utilizing unused surplus funds from business of the company. The Company hasidentified opportunities in food and beverage business and started with trading of pulses.The Company is actively indulging into development of snacking business. However due toCovid-19 development of snacking business could not get enough pace.
The Board considered it to be prudent to conserve the resources for the Company'sgrowth and expansion and accordingly does not recommend payment of any dividend on theequity shares for the financial year under review.
TRANSFER TO RESERVES:
The Directors do not propose to transfer any amount to the general reserves during theyear.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportable ormaterial weakness in the design or operation was observed.
MANAGEMENT DISCUSSION & ANALYSIS:
Industry Structure and Development:
The Company is currently exploring in Food and Beverages Industry. The Indian foodindustry is poised for huge growth increasing its contribution to world food trade everyyear. In India the food sector has emerged as a high-growth and high-profit sector due toits immense potential for value addition. The Indian food processing industry accounts for34 per cent of the country's total food market one of the largest industries in India andis ranked fifth in terms of production consumption export and expected growth.
Opportunities & Threats Trends & Strategies:
" Opportunities of Food and Beverage Industry:
Online Store & Delivery
Most of the world-leading brands in the food and beverage industry are converting theirbusiness online where people would have the option to choose any of their favorite fooditems and place their order for delivery.
Technology to Reduce Cost
If the food and beverage industry adopts technology in the maintenance of recordingsmart broiler and ovens in the kitchen and online ordering system then the wholebusiness would become efficient there won't be any delaying cost or kitchen-relatedsafety incidents.
The income of the ordinary working class has been increasing for the past few yearsit's because of wage laws. When people have extra money then they would spend by eatingwell. More sales mean more profit.
Population across has been increasing across the world. Although it has manydisadvantages it's beneficial for the food and beverage industry. It is because a higherpopulation means more people to feed more people means more sales.
" Threats of Food and Beverage Industry:
Technology and online shopping have made the entrance into this industry quite easier.Resultantly the food and beverage industry has become very competitive.
Fewer suppliers Since the market is very competitive but the supplying sourcesof raw material are limited.
Customers' Changing Tastes
Since the market is crowded with many competitors and customers have many options toorder the same product.
A recent wave of Coronavirus (COVID-19) has caused the lockdown everywhere. The foodand beverage industry has been badly affected by it.
" Trends & Strategies of the Food and Beverage Industry:
Strong Distribution Network
A very good distribution system makes the products available to the customersregardless of their location.
Cheap prices make products affordable to customers.
Relations with Suppliers
When you have reliable suppliers then you wouldn't face shortages and delays in thedelivery of products.
Influence of Social Media
With the help of social media we can reach a higher customer base.
Trading sales this year is were affected due to ongoing pandemic however growth insales is likely to be spurred in future years. Outlook for the current year remainsmoderate due to intermitant lockdowns and disruptions due to outbreak of Covide-19.
Internal Control System:
The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the company resources accuracy in financial reporting and due compliance ofstatutes and company policies & procedures. Checks and balances exist in the system toensure that all transactions are adequately authorized and reported correctly.
Risks & Concerns:
The Company's operations are subject to risks which can impact business performanceessentially with regard to prices of basic materials. The management is seized ofassessing such risks and takes measures to address the same.
Human Resources Development:
The Company appreciates that human assets constitute the driving force behind thecompany's growth plans. The Company has during the previous year continued to have goodindustrial relations with its employees. Your Company would like to record thewhole-hearted support and dedication received from the employees at all levels.
Statement in the Management Discussion and Analysis describing the Company's positionand expectation may be "forward looking statements " within the meaning ofapplicable securities laws & regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operation include among others economic conditions affecting demand/ supplychanges in Government regulations tax laws and other statutes and incidental factors.
The Equity Shares of the Company are listed at Bombay Stock Exchange (BSE). Listingfees for 2021-22 for the Stock Exchange have been paid.
OPEN OFFER BY ZHONGMIN GUOEN INDUSTRIAL GROUP (UK) LTD :
On 30th June 2020 M/s Zhongmin Guoen Industrial Group (UK) Ltd has entered into SharePurchase Agreement (SPA) with the Promoter Group to acquire 1007800 Equity Shares of theCompany @ Rs 17/- per Equity Shares. Consequently they made Open Offer on 1st July 2020to acquire 647900 Equity Shares of the Company @ Rs. 17/- per Equity Share from the PublicCategory. However such acquisition of shares is subject to approval from Department forPromotion of Industy & Internal Trade (DPIIT) Government of India. However suchapproval from DPIIT is still in process and awaited for clearance.
DEMATERIALIZATION OF SHARES:
100% of the shareholding of the promoters of the Company is in dematerialization formas on 31st March 2021. The Company's Registrar's and Share Transfer Agents areM/s Niche Technologies Private Limited having their office at 3A Auckland Place 7thFloor Room No. 7A & 7B Kolkata - 700 017.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 6 times in the financial year ended 31st March2021. The details of the Board meeting and the attendance of the Directors are as givenbelow:
|SR. NO. DATE OF MEETING ||NAMES OF DIRECTORS PRESENT |
|1 25.06.2020 ||Vinay Kumar Agarwal Suman Agarwal Sandeep Kedia & Sujit Sarkar |
|2 09.07.2020 ||Vinay Kumar Agarwal Sandeep Kedia & Sujit Sarkar |
|3 06.08.2020 ||Vinay Kumar Agarwal Suman Agarwal Sandeep Kedia & Sujit Sarkar |
|4 24.09.2020 ||Vinay Kumar Agarwal & Suman Agarwal & Sandeep Kedia |
|5 12.11.2020 ||Vinay Kumar Agarwal Suman Agarwal Sandeep Kedia & Puneet Gupta |
|6 11.02.2021 ||Vinay Kumar Agarwal Suman Agarwal Sandeep Kedia & Puneet Gupta |
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs Suman Agarwal retires at the ensuing Annual General Meeting and being eligiblerecommended for re-appointment.
Mr. Vinay Kumar Agarwal is the Managing Director of the Company. Mr Samir Chakrabortyis the Chief Financial Officer and Ms Nidhi Jasrasaria is the Company Secretary andCompliance Officer of the Company. There has been no changes in the KMP during the year.However on 17th May 2021 Mr Samir Chakraborty expired thereby Chief FinancialOfficer post was vacated and subsequently filled up within stipulated time.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):
The Independent Directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
The Independent Directors have confirmed and declared that they are not disqualified toact as Independent Directors in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under the Companies Act 2013 with respect to Directors'Responsibility Statement on the basis of the information made available to the Directorsit is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended March 31 2021the applicable accounting standards have been followed and that there are no materialdepartures.
ii) That the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial period and of theprofit or loss of the Company for the period under review;
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv) The annual accounts have been prepared on a going concern basis;
v) The internal financial controls have been laid down and such internal financialcontrols are adequate and are operating effectively; and
vi) The Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING POLICY-SECTION178(1) AND 178(3):
The remuneration policy of the Company is directed towards rewarding performance basedon review of achievements on a periodical basis. The remuneration policy is in consonancewith the existing Industry practice.
The Nomination & Remuneration Committee is responsible for formulating frameworkand policy for remuneration terms of employment and criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the Executives.
The Committee also reviews the ongoing appropriateness and relevance of theremuneration policy and ensures that all provisions regarding disclosure of remunerationare fulfilled.
The Committee along with the Board reviews on an annual basis appropriate skillscharacteristics and experience required of the Executives for the better management of theCompany.
In evaluating the suitability of individual Board members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business and social perspective educational and professional background andpersonal achievements.
The Company has a credible and transparent framework in determining and accounting forthe remuneration of the Managing Director / Whole Time Directors (MD/WTDs) Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration aregoverned by the external competitive environment track record potential individualperformance and performance of the company as well as industry standards.
COMMITTEES OF THE BOARD:
The Board has constituted the Audit Committee Nomination & Remuneration Committeeand Stakeholder Relationship Committee comprising a Director and two Independent Directoras the members. All the recommendations made by the Committees were accepted by the Board.
The details of composition and meetings of the Committees are as given below:
|COMMITTEE ||COMPOSITION ||DATES OF MEETINGS |
|AUDIT COMMITTEE ||Sujit Sarkar Sandeep Kedia & Vinay Kumar Agarwal ||25/06/2020 06/08/2020 |
| ||Sandeep Kedia Puneet Gupta & Vinay Kumar Agarwal ||12/11/2020 & 11/02/2021 |
|NOMINATION & REMUNERATION COMMITTEE ||Suman Agarwal Sandeep Kedia & Sujit Sarkar ||25/06/2020 |
| ||Suman Agarwal Sandeep Kedia ||24/09/2020 |
|INDEPENDENT DIRECTORS COMMITTEE ||Sandeep Kedia & Sujit Sarkar ||06/08/2020 |
|STAKEHOLDER RELATIONSHIP COMMITTEE ||Vinay Kumar Agarwal Sandeep Kedia & Sujit Sarkar ||25/06/2020 |
M/s. J Gupta & Co. LLP Chartered Accountants (FRN 314010E) were appointed asstatutory auditors of the Company at the previous Annual General Meeting of the Companyheld on 30th August 2019 till the conclusion of 31st AnnualGeneral Meeting to be held for the financial year 2020-21. The Audit Committee and theBoard of Directors at their meeting held on 06th August 2021 recommended theirre-appointment for a further period of 5 (five) years starting from conclusion of AGM-2021till conclusion of Annual General Meeting of the company to be held for the year ending on31st March 2026. M/s J Gupta & Co. LLP Chartered Accountants has expressedtheir willingness to be re-appointed for a period of 5 (Five) years.
The Statutory Auditors of the Company have submitted their Report on the accounts ofthe Company for the accounting year ended 31st March 2021. The notes onfinancial statements referred to in the auditor's report are self-explanatory and do notcall for any further comments. The auditor's report does not contain any qualificationreservation or adverse remark. The auditor's report is annexed herewith.
SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed M/s Manoj Shaw & Co.Practicing Company Secretary as the "Secretarial Auditor" of the Company toconduct Secretarial Audit for the financial year ended 31st March 2021 pursuantto the provisions of Section 204 (1) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theobservations made by the secretarial auditor in its report has been noted down by theBoard and shall be taken care of in future.
The Secretarial Audit Report submitted by M/s Manoj Shaw & Co. (CompanySecretaries) is annexed here with as Annexure- A.
MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR:
The Reserve Bank of India (RBI) has cancelled registration of the Company as NonBanking Financial Company and the Board decided not to continue NBFC business.
There were no material changes and commitments affecting the financial position of theCompany occurring between 31st March 2020 and the date of this Report.
The Company has discontinued NBFC business and focusing on Food and Beverage business.
There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operation in future exceptcancellation of certificate of registration by Reserve Bank of Indio (RBI) as alreadydisclosed in the foregoing paragraphs.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
The Company is not engaged in any manufacturing activities therefore there is noinformation to submit in respect of conservation of energy and technology absorption. TheCompany has no foreign exchange earnings and outgoing during the year.
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 CFO of the Company Mr. Samir Chakraborty was the compliance officer forVIGIL MECHANISM for the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any Corporate Social Responsibilityinitiative as the said provisions are not applicable to the Company.
RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of riskthreatening the company's existence are minimal.
STATEMENT ON FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE ITSDIRECTORS AND THAT OF ITS COMMITTEES:
Pursuant to the provisions of the Companies Act 2013 ("the Act") the Boardcarried out the performance evaluation of its own and that of its Individual Directorsthrough the Nomination and Remuneration Committee of the Board (theCommittee") duly constituted by the Board for the above purpose amongst others interms of the Act.
During the year under review the Committee made the performance evaluation as abovebased on the following criterions in line with the Nomination and Remuneration Policy:
- Attendance and participation in the meetings;
- Preparedness for the meetings;
- Understanding of the Company and the external environment in which it operates and
- Constructive contribution to issues and active participation at meetings TheCommittee found the Directors to be fulfilling the above criterions.
The Board also conducted the performance evaluation of its various Committees based onreferences made to the Committees in terms of the Act and found the performance to besatisfactory.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Act. The Audit Committee reviews all theRelated Party Transactions to ensure that the same are in line with the provisions of lawand policy. There are no materially significant related party transactions made by theCompany with promoters directors or key managerial personnel etc. which might havepotential conflict with the interest of the Company at large. The details of thetransactions with the related parties are provided in the Company's Financial Statement innote no. VI
EXTRACT OF ANNUAL RETURN U/S 92(3):
An extract of Annual Return as on the financial year ended on March 31 2021 in FormNo. MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 is set out as an Annexure- Bto the Directors' Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
CAPITAL OF THE COMPANY:
During the year Authorised Capital of the Company stands at Rs. 60000000/- (RupeesSix Crores Only) divided into 6000000 Equity Shares of Rs. 10/- each. Paid up Capital ofthe Company is Rs. 22076000/- (Rupees Two Crores Twenty Lacs Seventy-six Thousand Only)divided into 2207600 fully paid up Equity Shares of Rs. 10/- each.
PARTICULARS OF EMPLOYEES:
The disclosure as required under Rule 5(1) of Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure- C. TheCompany has not paid any remuneration attracting the provisions of Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014. Hence noinformation is required to be appended to this report in this regard.
The Company maintains a website www.twfil.com where detailed information of the Companyand its product are provided. DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULE2014:
a) Financial summary or highlights: As detailed under the heading Summary ofFinancial Results'
b) Change in the nature of business if any: None
c) Details of Directors or Key Managerial Personnel who were appointed or resignedduring the year:
Sujit Sarkar - Expiry of Term of Independent Director on 24/09/2020 Puneet Gupta -Appointed as Independent Director on 24/09/2020
d) Names of Companies which have become or ceased to be Subsidiaries Joint VentureCompanies or Associate Companies during the year- NIL- The Company does not have anysubsidiary.
e) Details relating to deposits: There were no fixed deposits from the publicoutstanding of the Company at the end of the financial year. No fixed deposit has beenaccepted during the year and as such there is no default in repayment of the saiddeposits. There has not been any deposit which is not in compliance with the requirementsof Chapter V of the Companies Act 2013.
f) Details of Significant and Material Orders passed by the regulators / Courts /Tribunals impacting the going concern status and your Company's operations in future: Nosignificant and material orders have been passed by any regulator(s) or Court(s) orTribunal(s) impacting the going concern's status and Company's operations in future.
g) Adequacy of Internal Financial Control: The Company has a proper and adequate systemof internal controls to ensure that all assets are safeguarded and protected against lossfrom unauthorized use or disposition and that transactions are authorized recorded andreported correctly.
The Internal Audit of the Company is conducted by an Independent Chartered AccountantFirm. The findings of the Internal Audit and the Action Taken Report on the Internal Auditare placed before the Audit Committee which reviews the audit findings steps taken andthe adequacy of Internal Control System.
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 is notattached herewith.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2014:
The Company has stringent policy for prevention of sexual harassment of women atworkplace and management takes a zero tolerance approach towards those indulging in anyform of sexual misconduct.
The Directors wish to place on record their appreciation of the valuable support givenby our clients Bankers & shareholders.
|Place : Kolkata ||For and on behalf of the Board ||For and on behalf of the Board |
|Dated : 24th June 2021 ||Suman Agarwal ||Vinay Kumar Agarwal |
| ||(DIN : 06955583) ||(DIN: 00149999) |