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Valencia Nutrition Ltd.

BSE: 542910 Sector: Health care
NSE: N.A. ISIN Code: INE08RT01016
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OPEN 16.10
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VOLUME 3000
52-Week high 28.45
52-Week low 13.60
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Valencia Nutrition Ltd. (VALENCIANUTRIT) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Seventh AnnualReport on the Business and Operations of the Company and the Accounts for theFinancial Year ended 31st March 2020 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial yearended March 31 2020 and previous financial year ended March 31 2019 is given below:

Particulars 2019-20 2018-19
Total revenue for the year 23740604 14946865
Profit before depreciation exceptional Items & Taxes (42137552) (20768961)
Depreciation for the year 1228002 644959
Profit before exceptional items (43365555) (21413920)
Exceptional items - -
Profit/(loss) before tax (43365555) (21413920)
Tax for the year (including deferred tax - net) - -
Net profit / (loss) (43365555) (21413920)

FINANCIAL PERFORMANCE:

The Total Income of the Company stood at Rs. 23740604/- for the yearended March 31 2020 as against Rs. 14946865/- in the previous year. The Companyincurred a Net loss of Rs. 43365555/- for the year ended March 31 2020 as compared tothe Net loss of Rs. 21413920/- in the previous year.

2. DIVIDEND:

As the company incurred net loss during the year your Directors do notpropose any dividends for the Financial Year ending 31st of March 2020.

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance among othersfor the period under review is given in the Management Discussion and Analysis Reportwhich is annexed to this Report and is in accordance with the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review there was no change in the compositionof Board of Directors.

ii. Committees of Board of Directors

During the year Company has constituted below mentioned Committees ofBoard of Directors:

a. Audit Committee

- Mr. Guhesh Ramanathan - Chairman

- Mr. Manish Turakhia - Member

- Mr. Haresh Sanghvi - Member

b. Nomination and Remuneration Committee

- Mr. Guhesh Ramanathan - Chairman

- Mr. Manish Turakhia - Member

- Mr. Haresh Sanghvi - Member

c. Stakeholder's Relationship Committee

- Mr. Stavan Ajmera - Chairman

- Mr. Manish Turakhia - Member

- Mrs. Deepthi Anand - Member

iii. Independent Directors

Independent Directors have provided their confirmation that they meetthe criteria of independence as provided in sub- section (6) of Section 149 of theCompanies Act 2013. An independent director shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years on passing of a special resolution by the Company.

There was no change in the composition of Independent Directors duringthe year.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Ms. Shankarran Prabhha Executive Director of theCompany retires by rotation and offers herself for reappointment.

The brief resume of Ms. Prabhha Shaknarran the nature of her expertisein specific functional areas names of the companies in which he has held directorshipsher shareholding etc. are furnished in the "Annexure A" to notice of the ensuingAnnual General Meeting.

v. Key Managerial Personnel

There was no change in Key Managerial Personnel during the year.

5. MEETINGS:

During the year Eighteen Board Meetings were convened and duly held.The details of which are given in the Corporate Governance Report which forms part ofthis report. The intervening gap between the Meetings were within the period prescribedunder the Companies Act 2013.

6. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Guhesh Ramanathan (Chairman) Mr.Manish Turakhia (Member) and Mr. Haresh Sanghvi (Member). Powers and role of the AuditCommittee are included in the Corporate Governance Report. All the recommendation made bythe Audit Committee was accepted by the Board of Directors.

7. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating theperformance of the Board its Committees Executive Directors Independent Directors.Based on the same the performance was evaluated for the financial year ended March 312020. As part of the evaluation process the performance of Non- Independent Directorsthe Chairman and the Board was conducted by the Independent Directors. The performanceevaluation of the respective Committees and that of Independent and Non- IndependentDirectors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluationsuch as Board effectiveness quality of discussion contribution at the meetings businessacumen strategic thinking time commitment and relationship with the stakeholderscorporate governance practices contribution of the committees to the Board in dischargingits functions etc.

The Board carried out formal annual evaluation of its own performanceand that of its Committees viz. the Audit Committee Stakeholders' RelationshipCommittee Nomination and Remuneration Committee (NRC). The Board also carried out theperformance evaluation of all the individual directors including the Chairman of theCompany. Additionally NRC also carried out the evaluation of the performance of all theindividual directors and Chairman of the Company. The performance evaluation was carriedout by way of obtaining feedback from the Directors through a structured questionnaireprepared in accordance with the policy adopted by the Board and after taking intoconsideration the Guidance Note on Board Evaluation issued by Securities and ExchangeBoard of India.

The feedback received from the Directors through the abovequestionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC andthen discussed the same at the meetings of the Board and NRC respectively. The performanceevaluation of the Chairman Whole Time Director and the Board as a whole was carried outby the Independent Directors at their separate meeting.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in MGT-9 in annexed as a part of this Annual Report as

"Annexure I" .

The weblink for accessing extract of annual return is https://www.valencianutrition.com

9. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant toSection 178 of the Companies Act 2013 and SEBI (lOdR) Regulations 2015.

10. AUDITORS:

i. Statutory Auditors:

The term of existing Auditors M/s. Manian & Rao CharteredAccountants Bangalore will be expiring in the ensuing Annual General Meeting. The Boardof Directors has proposed to appoint M/s. Manian & Rao Chartered Accountants asstatutory Auditors of the Company for another period of five years.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed VB & Associates represented by its Proprietor Mr. VighneshwarBhat a firm of Company Secretaries in Practice (CP No. 10012) to undertake theSecretarial Audit of the Company for the F.Y. 2019-20. The Secretarial Audit Report forF.Y. 2019-20 is annexed herewith as "Annexure II".

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

11. AUDITOR'S REPORT:

The Auditor's Report and Secretarial Auditor's Report doesnot contain any qualifications reservations or adverse remarks Report of the SecretarialAuditor is given as an Annexure which forms part of this report.

12. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for Directors and Employees to report genuineconcerns has been established.

13. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been observed.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamliningits various operational and business risks involved in its business as part of its riskmanagement policy. Your Company also takes all efforts to train its employees from time totime to handle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

During the year Company has got listed in the SME Platform of BSELimited.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associatecompanies.

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable SecretarialStandards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and GeneralMeetings respectively.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However adequate measures have been initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.
b) The benefits derived like product improvement cost reduction product development or import

substitution - Not Applicable.

c) In case ot imported technology (imported during the last threeyears reckoned from the beginning ot financial year) - Not Applicable.

a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasons thereof

iii. The expenditure incurred on Research and Development -Not Applicable.

iv. Foreign Exchange earnings and outgo: NIL

19. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

There were no loans guarantees provided during the year which isfalling under section 186 of the companies Act 2013.

During the year Company has invested in the shares of Udaya SouhardaCredit Co-operative Ltd. Amounting to Rs. 10000/-.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. Thus Disclosure in form AOC-2 is not required. Furtherduring the year the Company had not entered into any contract / arrangement /transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. All related party transactionsare placed before the Board for review and approval if required. The details of therelated party transactions as required under Indian Accounting Standard (Ind AS) 110 areset out in Note to the financial statements forming part of this Annual Report.

21. DEPOSITS:

Your Company did not accept / hold any deposits from public /shareholders during the year under review.

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

In accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules made there under the Companyhas framed and adopted the policy for Prevention of Sexual Harassment at Workplace.Company was not in receipt of any complaint of sexual harassment during the year.

24. SHARE CAPITAL:

a) Authorized share capital:

During the year the Authorized share capital of the Company has beenincreased from Rs.55000000/- (Rupees Five Crores Fifty Lakhs only) divided into5500000 Equity Shares of Rs.10/- each to Rs.57000000/- (Rupees Five Crore SeventyLakhs only) divided into 5700000 Equity shares of Rs.10/- each.

b) Issue / allotment of shares:

• During the year Company has issued and allotted 52850 Equityshares of Rs. 10 each at a premium of Rs. 590/- per share under Preferential allotmentbasis.

• During the year Company has issued and allotted 3951084 Bonus Equity shares to its existing shareholders in the ratio of 1:12. • During the year under review the Company has issued 1305000 Equity Shares through Initial Public Offering (IPO). Subsequently the Equity Shares of the Company were listed on the SME Platform of BSE Limited.

c) Other information:

The Company has neither issued shares with differential voting rightsnor granted any Stock option or sweat equity shares.

25. CHANGES IN NATURE OF BUSINESS

There was a change in nature of Business during the year. Company hassubstituted the main object no. 1 in the Memorandum of Association with the new objectsand also added new objects in clause no. 6 of the Memorandum of Association.

26. CORPORATE SOCIAL RESPONSIBILITY

Since the Company's has not crossed the prescribed limit asmentioned in Section 135 of Companies Act 2013 this is not applicable to the Company.

27. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believingin People' is at the heart of its human resource strategy. It has put concertedefforts in talent management and succession planning practices strong performancemanagement and learning and training initiatives to ensure that your Company consistentlydevelops inspiring strong and credible leadership.

Your Company has established an organization structure that is agileand focused on delivering business results. With regular communication and sustainedefforts it is ensuring that employees are aligned on common objectives and have the rightinformation on business evolution. Your Company strongly believes in fostering a cultureof trust and mutual respect in all its employees seek to ensure that business world valuesand principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employeesat all levels. Your Board confirms that the remuneration is as per the remuneration policyof the Company.

28. CORPORATE GOVERNANCE:

The Company has taken adequate steps to adhere to all the stipulationslaid down under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on Corporate Governance included as a part ofthis Annual Report.

Certificate from the Practicing Company Secretary of the companyconfirming the compliance with the conditions of Corporate Governance as stipulated underthe SME Listing Agreement and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is attached to this Annual Report.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures. ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
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 and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliancesystems establish ed and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate andeffective during the financial year 2019-20.

30. CAUTIONARY STATEMENTS:

Statements in this Annual Report particularly those which relate toManagement Discussion and Analysis as explained in the Corporate Governance Reportdescribing the Company's objectives projections estimates and expectations mayconstitute ‘forward looking statements' within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied in the statement depending on the circumstances.

31. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for theassistance and co-operation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders and for the devoted service by the Executives staff andworkers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: By Order Of The Board of Directors
D. No. 134 6th Main 1st Block Banashankari FOR VALENCIA NUTRITION LIMITED
3rd Stage Bangalore - 560085 Sd/-
Deepthi Anand
Tel :080 - 26799552 DIN: 05246641
CIN:U51909KA2013PLC068380 Website: http://www.valencianutrition.com Email: info@valencianutrition.com (Managing Director) Bengaluru September 06 2020

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