WHITE ORGANIC AGRO LIMITED
(FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED)
The Directors have the pleasure in presenting the 30th Annual Report on the businessand operations of your Company and the Audited Financial Statements for the year ended31st March 2020.
(Rs. In Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Sales and Other Income ||12254.05 ||16281.02 ||19354.45 ||33979.54 |
|Net Profit Before Tax ||25.55 ||333.07 ||48.86 ||694.17 |
|Net Profit After Tax ||18.11 ||236.15 ||35.19 ||510.78 |
White Organic Agro (BSE: WHITEORG) is Mumbai based only listed entity in edible organicfarming and retail business with a vision to empower the farmers and tap ever-expandingmarket for organic food. The Company is selling over 250 organic products in 12 majorcategories and 17 sub categories from cereals to pulses grains to vegetables fruits tohealth supplements and skincare products to snacks (by following strict quality checks ateach level of activity) it has become a preferred place for people who are healthconscious and look for chemical-free food items.
White Organic Agro is the first listed pure play entity in the Indian organic foodsector. Darshak Rupani Managing Director of White Organic Agro who took over the Companyin 2010 initially was into diamond trading activity. He however realized diamondtrading business was losing its sheen and soon led the Company to diversify into organicfood business being from the farming background. The Company has also hired a team ofexperienced professionals who were into the business of organic farming for over 10 to 12years.
The company is focusing on expansion of retail segment of the business and exploringmodels like online e-store and tie ups with e-marketplaces like Grofers Big Basket andAmazon and the export channel with strategic tie-ups with international companies.
In the financial year 2019-20 the Company has earned a profit of INR. 18.11 lacs onstandalone basis as compared to Profit of INR. 236.15 Lacs during the previous financialyear 2019-20. Highlights of consolidated financial performance form a part of ManagementDiscussion and Analysis Report.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business.
During the Financial Year 2019-2020:
A) The Company has not issued any equity shares with differential rights.
B) The Company has not issued any Sweat Equity Shares.
C) Issue of Employee Stock Options: The Company has not issued any Employee StockOptions.
The Company has not accepted any deposits falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during theFinancial Year under review or any preceding financial years. Hence no amount of principalor interest is outstanding / repayable.
The Board of Directors does not propose to declare any Dividend for the Financial Year2019-20.
TRANSFER TO IEPF
Amount of INR 45669/- is due to be transferred to IEPF account.
The Company has not transferred any amount to the Reserves.
BOARD OF DIRECTOR's & KMPs
Following changes have taken place in the Board of Directors and KMPs of the Companyduring the reporting financial year:
Mr. Pritesh Doshi (DIN: 08368392) was appointed was appointed as a non-executiveIndependent Director in terms of section 149 and 152 of the Act for a term of consecutive5 years concluding on 19th February 2024 and shall not be liable to retire by rotation atthe annual general meeting held during the financial year 2019-20.
Ms. Ratika Batham was appointed as Company Secretary & Compliance officer ofthe Company w.e.f 10th October 2019.
Ms. Rupal Narvekar was appointed as Company Secretary & Compliance officerof the Company w.e.f 31st January 2020.
Mr. Chandresh Jain (DIN: 02565522) was re-appointed as Independent Director ofthe Company for a second term of 5 years commencing from 29th September 2019.
Ms. Charmi Jobalia resigned from the office of Company Secretary &Compliance officer of the Company w.e.f 10th October 2019.
Ms. Ratika Batham resigned from the office of Company Secretary & Complianceofficer of the Company w.e.f 31st January 2020.
Upcoming Appointments at the AGM
Mr. Darshak Rupani (DIN: 03121939) is liable to retire by rotation at the 30thAnnual General Meeting of the Company and being eligible he has offered himself forre-appointment. His tenure as managing Director is due for renewal on November 14 2020and the Board of Directors of the Company on recommendation of NRC recommend hisappointment at the upcoming annual general meeting.
Mrs. Jigna Thakkar (DIN: 07279163) was appointed as an Independent Director ofthe Company at the 25th Annual General Meeting of the Company to hold office for a term of5 years ending on 05th September 2020. The Board of Directors of the Company onrecommendation of NRC recommend to the shareholders for approval by means of a SpecialResolution to re-appoint her at the upcoming Annual General Meeting for second term of 5years [from 05th September 2020 to 04th September 2025].
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from the Independent Directors under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Annual evaluation of the performance of the Board its committees and individualDirectors pursuant to the provisions of the Act and the corporate governance requirementsas prescribed by SEBI (LODR) Regulations 2015 has been carried out.
The performance of the board was evaluated after seeking inputs from all the directorson the basis of the criteria such as the board composition and structure effectiveness ofboard processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.
In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
The Board of Directors expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigationsystem commensurate with the size of the Company and nature of its business. Detaileddisclosure under the said head shall be included under the head Management Discussion andAnalysis Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year and details of the same are mentionedin the Corporate Governance report which forms a part of the Board s report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.
COMMITTEES OF THE BOARD
Currently the Board has the following committees:
1. The Audit Committee
2. The Nomination and Remuneration Committee
3. Stakeholders relationship Committee
The Details of the Committees of the Board is mentioned in the Corporate GovernanceReport which forms a part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under the Provisions of section 134(5) of the Companies Act 2013 theDirectors hereby confirm:
1. That in preparation of the Annual Accounts for the year ended 31st March 2020 theapplicable accounting standards have been followed along with the proper explanationrelating to material departures if any;
2. And applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2020 and of the profit of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
4. That the Directors have prepared the annual accounts on a going concern basis.
5. That the Directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
6. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
ORDERS PASSED BY REGULATORY AUTHORITY
During the Financial Year under review there were no material orders passed by theregulators or courts or tribunals impacting the going concern status and company soperations in future.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES
BRIEF OVERVIEW ON SUBSIDIARIES:
WORL: White Organic Retail Limited
Your Company has a BSE SME Listed Subsidiary named White Organic Retail Limited with55% stake held in it; Script Code: 542667 (Listed w.e.f 10th May 2019).
The said subsidiary Company is into retailing and trading of the produce of leasedfarms of White Organic Agro Limited and by products of ICS group farms. The company hadcommenced the operations of its Organic Products Distribution and Retailing in October2016. The company had done a research of organic market through its organic store locatedat 6 Krushal commercial complex Amar Mahal Chembur Mumbai. The area is denselypopulated and dominated by highly educated and health conscious community. There isenormous and untapped growth Prospect in the areas viz :- organic farming cultivationretailing and marketing. Based on the research and requirements of the urban culture ofCentral Mumbai the company has designed a model of delivering foods from farm to home andthe company would very soon be launching the same.
The management of company has all the organic products under a single brand name "WhiteOrganics". The management has planned staggered introduction of various ranges oforganic products (viz :- pulses spices cereals veggies etc) under a single brand. Themanagement believes that to create a better presence and perception it is better to havesingle brand which shall help to market all the products in better way. It shall be easyto introduce further more products and get the better presence and better profits withminimum efforts compared to having more brands.
The management believes buying organically grown food and healthy powders free ofharmful chemicals bursting with more nutrition taste and sustainable sustenance is adirect vote for immediate health and the hopeful future of generations to come.Commercially it is very much viable business and biggest consumer market of the World isIndia.
WORL had come with an Initial Public Issue of 2454000 Equity Shares of face value of10/- each for cash at a price of 63/- per Equity Share (Issue Price) including a sharepremium of 53/- per equity share aggregating upto 1546.02 Lakhs was carried out andcompletely subscribed. The Company is listed on SME Platform of BSE w.e.f. May 10 2019.The Company prior to IPO was a Wholly Owned Subsidiary Company during the FY 2018-19 andpost the public issue continues to be a subsidiary with 55% Stake held by the Company.
In terms of provisions contained in Section 129(3) of the Act read with Rule 5 andRule 8 of the Companies (Accounts) Rules 2014 a report on the performance and financialposition of the said subsidiary Company is provided as Annexure A' to this report.
Future Farms LLP
Future Farms LLP (FFL) is a Rajkot based limited liability partnership firm. Thecompany is in the process to divest and exit from FFL
White Organic Agro F.Z.E
The company has commenced its full operations in its wholly owned subsidy in AjmanUAE.
Ajman Free Zone Authority or AFZA is strategically situated Free Zone at the entranceof the Arabian Gulf. AFZA was established in the year 1988 and was granted independentstatus by the ruler of Ajman.
As per the projections this subsidiary in Ajman was supposed to prove as a gateway forthe international market where the company would be exporting Organic produce. Howeverdue to socio economic and geographical barriers and bearish economy there the Board ofDirectors are in the initial phase of considering closure of this entity.
Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules madethereunder M/s. Gupta Raj & Co (FRN: 001687N) were appointed as the StatutoryAuditors of the Company for a period of 5 years to hold office from the conclusion of(27th) AGM till the conclusion of the 32nd AGM to be held in the year 2022.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information relating to conservation of energy and technology absorption by theCompany is annexed to the report as "Annexure B"
EXTRACT OF ANNUAL RETURN
Pursuant to recent amendment extract of the annual return is not enclosed as theannual return is available on the website of the Company and the weblink for said annualreturn filed by the Company is: http://whiteorganicagro.com/investor_relations.html .
FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review there were no earnings in foreign exchange and theforeign exchange out go amounted to INR. 1088603 /- as compared to an out go of INR.896388/- during the erstwhile financial year.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 regarding expenditure towardsCorporate Social Responsibility was not applicable to the Company for Financial Year2019-20. However the Company voluntarily extends financial support in the form ofdonations to certain social welfare organizations.
Our Corporate governance philosophy: Your Company s philosophy on Corporate Governancehas been to ensure fairness to the stakeholders with full transparency and to enhance andretain investor trust. We always seek to insure that our performance is driven byintegrity.
Our Corporate governance report for the financial year ended on March 31 2020 forms apart of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The report on management discussion and analysis as per the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Thedetail forms a part of the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relates and the date of the report.
NOMINATION AND REMUNERATION POLICY
The Company has policies framed for remuneration and appointment of directors Keymanagerial personnel and senior management of the company including criteria fordetermining qualifications independence of Director and other matters as required underSection 178(3). The composition forms a part of the Corporate Governance Report and thesaid policy is available at the registered office of the Company.
PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON EXECUTIVE DIRECTORS
During the year under review the company has not entered into any transaction with itsNon-Executive Directors.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year under review the Company has not given any guarantee to any party asprovided under Section 186 of the Companies Act 2013. The details of loans granted andinvestments made by the Company are provided in note No. 3 4 and 11 to the standalonefinancial statements.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Rachana J Maru Company Secretary inPractice (C.P. No 16210) to undertake the Secretarial Audit of the Company for the F.Y.2019-2020.
The Secretarial Audit Report is included as "Annexure C" and forms anintegral part of this report.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors certificate on corporate governance is enclosed as "Annexure D"to the Board s report.
RELATED PARTY TRANSACTIONS
All contracts arrangements and transactions entered by the Company with relatedparties during FY 19-20 were in the ordinary course of business and on an arm s lengthbasis. During the year the Company did not enter into any transactions contracts orarrangements with related parties that could be considered material in accordance with theCompany s policy on related party transactions drawn in accordance with relevantregulations applicable to the Company. Accordingly the disclosure of related partytransactions in Form AOC-2 is not applicable
The details of such transactions entered by the Company with Related Party Transactionswhich are at Arm s Length Price and in Ordinary Course of Business are provided in NoteNo. 28 of the Financial Statements.
DIRECTOR'S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS
Statutory Auditors' Report
The comments mentioned in the audit report with respect to the funds that need to betransferred to IEPF account; the Board of Directors has initiated the process to transferthe funds to the IEPF account. Further the Statements made by the Auditors in theirreport are self-explanatory and doesn t require any comments by the Board of Directors.
Secretarial Auditor Report
With respect to comments mentioned in the report issued by Secretarial Auditors wewould like to state that the points mentioned in the said report are self-explanatory andnecessary measures will be taken by the Board to adhere to the regulatory requirements.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy which helps the Company inidentification of risk lays down procedure for risk assessment and procedure for riskminimization.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection. Further the details of the top 10 employees in terms of remuneration drawnpursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules 2014shall be available at the registered office of the Company during the business hours andthe details ratios of the remuneration of each Director to the median remuneration to theemployees of the Company for the financial year are enclosed as "Annexure E" tothe Board s Report. The Company had 8 permanent employees during the year 19-20.
Mr. Darshak Rupani Managing Director of the Company Mr. Prashantt Rupani DirectorMs. Jigna Thakkar (Women Independent Director) and Mr. Pritesh Doshi (IndependentDirector) are also Directors on the Board of Subsidiary White Organic Retail Limitedhowever they were not in receipt of any remuneration from the said subsidiary.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has complied with provisions relating to prevention of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 to the extentapplicable. During the year under review there were no 22 cases filed relating to theSexual Harassment of Women at Workplace.
MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
Your Directors wish to place on record their sense of appreciation for the excellentsupport received from the government authorities bankers consultants and the dedicatedefforts of all employees in the working of the Company.
By Order of the Board
| ||Sd/ ||Sd/ |
| ||Mr. Darshak Rupani ||Mr. Prashantt Rupani |
|Date : 06/09/2020 ||Managing Director ||Director/ CFO |
|Place: Mumbai ||DIN: 03121939 ||DIN: 03138082 |