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Walpar Nutritions Ltd.

BSE: 535385 Sector: Agri and agri inputs
NSE: WALPAR ISIN Code: INE0G2G01015
BSE 05:30 | 01 Jan Walpar Nutritions Ltd
NSE 05:30 | 01 Jan Walpar Nutritions Ltd

Walpar Nutritions Ltd. (WALPAR) - Director Report

Company director report

To The Members

Your Directors are pleased to present the 1st Board'sReport of the Company on the business and operations of the Company together with theAudited Standalone and Consolidated Financial Statement and the Auditor's Report forthe Financial Year ended on 31st March 2021.

INCORPORATION OF THE COMPANY:

The Company was incorporated as a Public Limited Company throughconversion of erstwhile Partnership Firm i.e. Walpar Healthcare on 4thDecember 2020. The Company has filed E-form INC-20A (Declaration for Commencement ofbusiness) on 10th December 2020.

The Company has been formed for manufacturing marketing and trading ofPharmaceutical Nutraceutical Herbal and Ayurvedic products online and offline.

1. FINANCIAL RESULTS:

The Financial Statements for the Financial Year ended on 31stMarch 2021 forming part of the Board's Report has been prepared in accordance withthe Companies Act 2013 and the rules made thereunder.

The financial performance of the Company for the Financial Year endedon 31st March 2021 is summarised as below:

(Amount in Lakhs) (Rs.)

Particulars Standalone Consolidated
For the period starting from 04/12/2020 to 31/03/2021 For the period starting from 04/12/2020 to 31/03/2021
Revenue from operations 606.79 606.79
Other Income 0.44 0.44
Total Income 607.23 607.23
Total Expenses 590.83 590.90
Profit / (Loss) before Tax 16.40 16.33
Tax Expense: Current Tax 5.06 5.06
Deferred Tax (3.73) (3.73)
Total Tax expense 1.33 1.33
Profit / (Loss) after Tax 15.07 15.00
Profit attributable to Minority Interest -- (0.02)
Profit / (Loss) for the Period 15.07 15.02
Earnings Per Share (EPS)
Basic (Rs.) 0.45 0.45
Diluted (Rs.) 0.45 0.45

2. OPERATIONS:

The total revenue from operations from the date of incorporation tillthe end of Financial Year i.e. 31st March 2021 was Rs. 60722745/-. TheProfit before tax of the Company for the end of Financial Year 2020-21 stood at Rs.1639969/- making Net Profit after Tax for the Financial Year 2020-21 of Rs. 1506737/-.

3. CHANGE IN NATURE OF BUSINESS IF ANY:

There is no change in the nature of business during the year underreview.

4. DIVIDEND:

Since the Company was incorporated during the year under review theBoard of Directors do not recommend any dividend for the Financial Year 2020-21.

5. TRANSFER TO RESERVES:

During the year under review the Company has not transferred anyamount to reserves.

6. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURE / ASSOCIATECOMPANY:

The Company has a Subsidiary Company i.e. M/s. Walpar Wellness PrivateLimited. The Company has complied with all compliances related to its Subsidiary Company.The Company has policy for determining “Subsidiary Company” which is uploaded onthe website of the Company.

Statement containing salient features of the Financial Statement ofSubsidiary pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts) Rules 2014 in Form No. AOC-1 is enclosed herewith as Annexure 1.

7. CHANGE IN SHARE CAPITAL:

At the time of Incorporation the Authorised Share Capital of theCompany was Rs. 30000000/- (Rupees Three Crores Only). During the year under reviewthe Company increased its Authorised Share Capital from Rs. 30000000/- (Rupees ThreeCrores Only) to Rs. 46000000/- (Rupees Four Crore Sixty Lakhs Only) in theExtra-Ordinary General Meeting of Members of the Company held on Friday 1stJanuary 2021.

During the year under review the Company has allotted 341220 Equityshares of having face value of Rs. 10/- each at a price of Rs. 50/- per share includingpremium of Rs. 40/- per share on Preferential basis.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financialposition of the Company.

9. ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 in Form No. MGT 9 is enclosed herewith as Annexure 2.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once ina quarter with the gap between two meetings not exceeding 120 days to take a view of theCompany's policies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 8 (Eight)times viz. 10th December 2020 28th December 2020 31stDecember 2020 11th January 2021 15th January 2021 9thFebruary 2021 12th February 2021 and 1st March 2021.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section134(5) of the Companies Act 2013 to the best of their knowledge and belief the Board ofDirectors hereby submit that:

a. In the preparation of the Annual Accounts for the year ended on 31stMarch 2021 the applicable accounting standards have been followed and there are nomaterial departure from the same b. The Directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of financial year and of the profit of the company for the financial year ended on 31stMarch 2021 c. The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities d. The Directors had prepared the Annual Accounts on a going concernbasis e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and f. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

This is the first year of the Company; the provisions of CSR are notapplicable of the Company.

13. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The disclosure of performance evaluation made by the Board of Directorsof the Company is not applicable to the Company as on 31st March 2021.

14. VIGIL MECHANISM:

During the year under review the Company did not accept any depositsfrom the public and not borrowed money from the Banks and Public Financial Institutions.Accordingly provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 does not apply to theCompany.

15. COMMENT ON AUDITORS' REPORT:

There were no qualifications reservations adverse remarks ordisclaimer made by the Auditors in their report on the financial statement of the Companyfor the financial year ended on 31st March 2021. Furthermore there were nofrauds reported by the Auditors of the Company pursuant to the Companies Act 2013 and therules made there - under. Maintenance of cost records as specified under Companies Act2013 is not applicable to the Company.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013:

The details of loans investment guarantees and securities coveredunder the provisions of section 186 of the Companies Act 2013 are provided in theFinancial Statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES:

All the transactions to be entered by the Company with related partieswill be in the ordinary course of business and on an arm's length basis. However theCompany has not entered into any related party transaction as provided in Section 188 ofthe Companies Act 2013 with the related party. Hence Disclosure as required underSection 188 of the Companies Act 2013 is not applicable to the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its Internal Financial Control systems commensuratewith operations of the Company. The management regularly monitors the safeguarding of itsassets prevention and detection of frauds and errors and the accuracy and completenessof the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults andreviews the effectiveness and efficiency of these systems and procedures to ensure thatall assets are protected against loss and that the financial and operational informationis accurate and complete in all respects.

19. RESERVES & SURPLUS:

Particulars Amount (in Rs.)
1. Surplus/Deficit in Profit & Loss Account at the beginning of the year --
2. Current Year's Profit 1506737
3. Prior period adjustments due to Depreciation (792041)
4. Short Provision of Tax --
5. Surplus/Deficit in Profit & Loss Account at the end of the year --
6. Securities Premium 13648800
Total 14363496

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. asrequired to be given under section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is not given as the Company has not taken any major stepto conserve the energy etc. Further there was no foreign exchange earnings and outgoduring the financial year 2020-21.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISKMANAGEMENT POLICY OF THE COMPANY:

The Company is committed to have a comprehensive policy / system forrisk identification assessment and prioritization of risks followed by robust riskmitigation / minimization measures. The Company is in the process of developing a riskmanagement policy.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company aresummarized below:

Name Designation DIN / PAN
1. Kalpesh Ladhawala6 11 Managing Director 02849232
2. Sejal Ladhawala2 Chief Financial Officer ACQPL2341F
3. Sejal Ladhawala9 11 Executive Director 07331231
4. Rupesh Shah10 Additional Director 07911687
5. Tanmaykumar Shah7 11 Whole-time Director 08984640
6. Krunal Patel4 5 8 Executive Director 09008355
7. Nidhi Shah4 5 8 Executive Director 09008374
8. Abhishekkumar Patel3 5 8 Executive Director 09012728
9. Fenil Shah3 5 8 Executive Director 09012730
10. Jigneshkumar Modi3 5 8 Executive Director 09012731
11. Divyanshu Raval3 5 8 Executive Director 09012968
12. Parin Patel10 Additional Director 09066723
13. Jayshukh Detroja10 Additional Director 09066938
14. Tapan Patel10 Additional Director 09066951
15. Nehalkumar Shah10 Additional Director 09066955
16. Palak Joshi1 Company Secretary AFTPJ9217Q

 

1Ms. Palak Joshi was appointed as the Company Secretary w.e.f. 9thFebruary 2021.

 

2Ms. Sejal Ladhawala was appointed as the Chief Financial Officerw.e.f. 9th February 2021.

 

3Mr. Divyanshu Raval Mr. Abhishekkumar Patel Mr. Fenil Shah andMr. Jigneshkumar Modi were appointed as an Additional Non - Executive Director w.e.f. 29thDecember 2020.

 

4Mr. Krunal Patel and Ms. Nidhi Patel were appointed as anAdditional Non - Executive Director w.e.f. 24th December 2020.

 

5Mr. Divyanshu Raval Mr. Abhishekkumar Patel Mr. Fenil ShahMr. Jigneshkumar Modi Mr. Krunal Patel and Ms. Nidhi Patel were re-appointed as anAdditional Executive Director w.e.f. 15th January 2021.

 

6Mr. Kalpesh Ladhawala was appointed as a Managing Directorw.e.f. 19th January 2021.

 

7Mr. Tanmaykumar Shah was appointed as a Whole-time Directorw.e.f from 19th January 2021.

 

8Mr. Divyanshu Raval Mr. Abhishekkumar Patel Mr. Fenil ShahMr. Jigneshkumar Modi Mr. Krunal Patel and Ms. Nidhi Patel were appointed as Directorsw.e.f. 19th January 2021.

 

9Ms. Sejal Ladhawala was appointed as an Executive Directorw.e.f. 19th January 2021.

 

10Mr. Nehalkumar Shah Mr. Jayshukh Detroja Mr. Tapan Patel Mr.Parin Patel and Mr. Rupesh Shah were appointed as an Additional Non Executive andIndependent Directors w.e.f. 13th February 2021.

 

11 Mr. Kalpesh Ladhawala Ms. Sejal Ladhawala and Mr. TanmaykumarShah are the First Directors of the Company.

Apart from the above changes there were no other changes in thecomposition of the Board of Directors of the Company during the Financial Year 2020-21 andtill the date of Board's Report.

As per Companies Act 2013 the Independent Directors are not liable toretire by rotation.

23. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rupesh Shah Mr. Parin Patel Mr. Jayshukh Detroja Mr.Tapan Pateland Mr. Nehalkumar Shah Independent Directors of the Company have confirmed to the Boardthat they meet the criteria of Independence as specified under Section 149 (6) of theCompanies Act 2013 and are qualified to be Independent Director. They also confirmed thatthey meet the requirements of Independent Director as mentioned under Regulation 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Theconfirmations were noted by the Board.

24. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SMEExchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part of this Board's Report.

25. DEPOSITS:

As per Section 73 of the Companies Act 2013 the Company has neitheraccepted nor renewed any deposits during the financial year. Hence the Company has notdefaulted in repayment of deposits or payment of interest during the financial year.

26. STATUTORY AUDITOR:

M/s. A Y & Company Chartered Accountants (Firm Registration No.:020829C) were appointed as the First Statutory Auditors of the Company by the Board ofDirectors of the Company pursuant to the provisions of Section 139 of the Companies Act2013 and rules made thereunder who shall hold the office from the date of appointmentuntil the conclusion of the first Annual General Meeting of the Company.

The Consent of the Auditor and Certificate under section 139 of theCompanies Act 2013 has been obtained from the Auditors to the effect that they are notdisqualified from acting as the Statutory Auditors of the Company and their appointment isin accordance with the applicable provisions of the Act and the Rules issued thereunder.

The Auditor's report for the financial year ended 31stMarch 2021 has been issued with an unmodified opinion by the Statutory Auditors.

27. SECRETARIAL AUDITOR:

The Board of the Directors of the Company have appointed M/s. GauravBachani & Associates Company Secretaries Ahmedabad pursuant to the provisions ofSection 204 of the Companies Act 2013 and rules made thereunder who shall conductSecretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for thefinancial year ended 31st March 2021 is annexed herewith marked as Annexure 3to this Report.

28. DISCLOSURE OF SECRETARIAL STANDARDS:

During the Financial Year 2020-21 the Company has complied with theprovisions of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI).

29. DISCLOSURES:

A. Audit Committee:

The Board of Directors of our Company in its Meeting held on February22 2021 has in pursuance to provisions of Section 177 of the Companies Act 2013constituted Audit Committee:

The constitution of the Audit Committee is as follows:

Name of Members Status
Mr. Rupesh Shah Chairman
Mr. Tapan Patel Member
Ms. Sejal Ladhawala Member

B. Nomination and Remuneration Committee:

The Board of Directors of our Company in its Meeting held on February22 2021 has in pursuance to provisions of Section 178 of the Companies Act 2013constituted Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is asfollows:

Name of Members Status
Mr. Tapan Patel Chairman
Mr. Rupesh Shah Member
Mr. Kalpesh Ladhawala1 Member
Mr. Nehalkumar Shah2 Member

 

1 Mr. Kalpesh Ladhawala resigned as a Member of Nomination andRemuneration Committee w.e.f. 2nd August 2021. 2 Mr. NehalkumarShah is appointed as a Member of Nomination and Remuneration Committee w.e.f. 2ndAugust 2021.

C. Stakeholders Relationship Committee:

The Board of Directors of our Company in its Meeting held on February22 2021 in pursuance to provisions of Section 178 of the Companies Act 2013constitutedStakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is asfollows:

Name of Members Status
Mr. Rupesh Shah Chairman
Mr. Tapan Patel Member
Ms. Sejal Ladhawala Member

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

The Company has always been committed to provide a safe and conducivework environment to its employees. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 as confirmed by the Internal ComplaintsCommittee as constituted by the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 forms an integral part of this Report and provides the Company'scurrent working and future outlook as per Annexure 4.

32. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for theco-operation and assistance received from the Bankers Regulatory Bodies Stakeholdersincluding Financial Institutions Suppliers Customers and other business associates whohave extended their valuable sustained support and encouragement during the year underreview.

Your Directors take this opportunity to recognize and place on recordtheir gratitude and appreciation for the commitment displayed by all executives officersand staff at all levels of the Company. We look forward for the continued support of everystakeholder in the future.

Registered Office: By the Order of the Board
2nd Floor L5:377 Plot:5 Walpar Nutritions Limited
Opp. Sabarmati Village: Khatraj
Taluka: Kalol Sd/- Sd/-
Gandhinagar 382 721 Kalpesh Ladhawala Sejal Ladhawala
Managing Director Director
Place: Gandhinagar DIN: 02849232 DIN: 07331231
Date: 30th October 2021

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