WHITE ORGANIC AGRO LIMITED
(FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED)
The Directors have the pleasure in presenting the 31stAnnual Report on the business and operations of your Company and the Audited FinancialStatements for the year ended 31st March 2021.
|FINANCIAL HIGHLIGHTS || || || ||(Rs. In Lacs) |
|Particulars ||Standalone ||Consolidated |
| ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Sales and Other Income ||8017.88 ||12254.05 ||14220.09 ||19340.84 |
|Net Profit Before Tax ||20.65 ||25.55 ||53.23 ||48.86 |
|Net Profit After Tax ||15.22 ||18.11 ||39.61 ||35.19 |
White Organic Agro (BSE: WHITEORG) is Mumbai based only listed entityin edible organic farming and retail business with a vision to empower the farmers andtap ever-expanding market for organic food. The Company is selling over 250 organicproducts in 12 major categories and 17 sub categories from cereals to pulses grains tovegetables fruits to health supplements and skincare products to snacks (by followingstrict quality checks at each level of activity) it has become a preferred place forpeople who are health conscious and look for chemical-free food items.
White Organic Agro is the first listed pure play entity in the Indianorganic food sector. Darshak Rupani Managing Director of White Organic Agro who tookover the Company in 2010 initially was into diamond trading activity. He howeverrealized diamond trading business was losing its sheen and soon led the Company todiversify into organic food business being from the farming background. The Company hasalso hired a team of experienced professionals who were into the business of organicfarming for over 10 to 12 years.
The company is focusing on expansion of retail segment of the businessand exploring models like online e-store and tie ups with e-marketplaces like GrofersBig Basket and Amazon and the export channel with strategic tie-ups with internationalcompanies.
In the financial year 2020-21 the Company has earned a profit of INR.15.22 lacs on standalone basis as compared to Profit of INR. 18.11 Lacs during theprevious financial year 2019-20. Highlights of consolidated financial performance form apart of Management Discussion and Analysis Report.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business.
During the Financial Year 2020-2021:
A) The Company has not issued any equity shares with differentialrights.
B) The Company has not issued any Sweat Equity Shares.
C) Issue of Employee Stock Options: The Company has not issued anyEmployee Stock Options.
The Company has not accepted any deposits falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the Financial Year under review or any preceding financial years. Hence noamount of principal or interest is outstanding / repayable.
The Board of Directors does not propose to declare any Dividend for theFinancial Year 2020-21.
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 KMPsof the Company during the reporting financial year:
Mr. Darshak Rupani (DIN: 03121939) was re-appointed as ManagingDirector of the company w.e.f 14th November 2020 by securing respectiveapprovals of the Board and the shareholders.
Further Mr. Darshak Rupani (DIN: 03121939) was liable to retireby rotation and was re-appointed at the 30th Annual General Meeting held onOctober 31st. 2020.
Mrs. Jigna Thakkar (DIN: 07279163) was re-appointed asIndependent Director of the company w.e.f. 5th September 2020 by securingrespective approvals of the Board and the shareholders.
Upcoming Appointments at the AGM
Mr. Prashantt Rupani (DIN: 03138082) is liable to retire byrotation at the 31st Annual General Meeting of the Company and being eligiblehe has offered himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from the IndependentDirectors under Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Annual evaluation of the performance of the Board its committees andindividual Directors pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by SEBI (LODR) Regulations 2015 has been carried out.
The performance of the board was evaluated after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings.
In a separate meeting of Independent Directors performance ofnon-independent directors and performance of the board as a whole was evaluated takinginto account the views of executive directors and non-executive directors. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
The Board of Directors expressed their satisfaction with the evaluationprocess.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and riskmitigation system commensurate with the size of the Company and nature of its business.Detailed disclosure under the said head shall be included under the head ManagementDiscussion and Analysis Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times during the financial year and details of the sameare mentioned in the Corporate Governance report which forms a part of the Board's report.The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 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 theCorporate Governance Report which forms a part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under the Provisions of section 134(5) of the CompaniesAct 2013 the Directors hereby confirm:
1. That in preparation of the Annual Accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any;
2. And applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2021 and of the profit of the company for the year ended onthat date;
3. That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities.
4. That the Directors have prepared the annual accounts on a goingconcern basis.
5. That the Directors had laid down Internal Financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
6. That the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
ORDERS PASSED BY REGULATORY AUTHORITY
During the Financial Year under review there were no material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES
? BRIEF OVERVIEW ON SUBSIDIARIES:
? WORL: White Organic Retail Limited
Your Company had a BSE SME Listed Subsidiary (which had been migratedfrom BSE SME platform to BSE Main Board w.e.f 30th June 2021) named WhiteOrganic Retail Limited (WORL) with 55% stake held in it Script Code: 542667. On 21stMay 2021 the Company has entered into Share Purchase Agreement with Suumaya RetailLimited (SRL) by means of which WOAL has divested and sold entire holding of WORL to SRLby following the open offer process in compliance with the provisions of Regulation 3(1)Regulation 4 and other applicable regulations of the SEBI (SAST) Regulations. The saidopen offer period closed on July 27 2021 and WOAL has initiated the process of transferof shares of the Company. Approval of the shareholder's' of the Company was accorded interms of section 180 of the Companies act 2013 read with regulation 24 of SEBI (LODR)Regulations 2015 by means of postal ballot deemed to be recorded on June 28 2021.
In terms of provisions contained in Section 129(3) of the Act readwith Rule 5 and Rule 8 of the Companies (Accounts) Rules 2014 a report on theperformance and financial position of the said subsidiary Company is provided as 'AnnexureA' to this report.
? Future Farms LLP
The Company's divested its stake in Future Farm LLP pursuant toshareholders approval secured at the 30th Annual General Meeting dated 31stOctober 2020.
? White Organic Agro F.Z.E
The company has divested its stake in White Organic Agro F.Z.E.pursuant to shareholders approval secured at the 30th Annual General Meetingdated 31st October 2020..
Pursuant to Section 139 and Section 141 of the Companies Act 2013 andrules made thereunder M/s. Gupta Raj & Co (FRN: 001687N) were appointed as theStatutory Auditors of the Company for a period of 5 years to hold office from theconclusion of (27th) AGM till the conclusion of the 32nd AGM to beheld in the year 2022.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information relating to conservation of energy and technologyabsorption by the Company is annexed to the report as "Annexure B"
WEBLINK OF ANNUAL RETURN
Pursuant to amendment extract of the annual return is not enclosed andthe annual return is available on the website of the Company. The weblink for said annualreturn filed by the Company is: http://whiteorganicagro.com/investor relations.html .
FOREIGN EXCHANGE EARNING AND OUTGO
The total Foreign Exchange income and outflow during the reportingfinancial year under review is as under:
| || ||(Amount in INR.) |
|Particulars ||31st March 2021 ||31st March 2020 |
|Foreign Exchange outflow ||- ||1088603 |
|Foreign Exchange inflow || |
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 regardingexpenditure towards Corporate Social Responsibility was not applicable to the Company forFinancial Year 2020-21. However the Company occasionally voluntarily extends financialsupport in the form of donations to certain social welfare organizations.
Our Corporate governance philosophy: Your Company's philosophy onCorporate Governance has been to ensure fairness to the stakeholders with fulltransparency and to enhance and retain investor trust. We always seek to insure that ourperformance is driven by integrity.
Our Corporate governance report for the financial year ended on March312021 forms a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The report on management discussion and analysis as per the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 forms integral partof this Annual Report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism policy to report genuine concerns orgrievances. The detail forms a part of the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY
The Company has disinvested Whole of its stake (55.01%) in WhiteOrganic Retail Limited (The Subsidiary) after seeking approval of the Shareholder on 28thJune 2021. Post disinvestment the company will be ceased to be the subsidiary of WhiteOrganic Agro Limited.
White Organic Retail Limited (Subsidiary) Incorporated a WhollyOwned Subsidiary named White Organic Snacks Limited (WOS of White Organic Retail Limitedand a step down subsidiary of the Company) on 16th March 2021.
Apart from the above there are no material Changes and Commitmentsaffecting the Financial Position of the Company from 01st April 2021 till thedate of issue of this report.
NOMINATION AND REMUNERATION POLICY
The Company has policies framed for remuneration and appointment ofdirectors Key managerial personnel and senior management of the company includingcriteria for determining qualifications independence of Director and other matters asrequired under Section 178(3). The composition forms a part of the Corporate GovernanceReport and the said policy is available at the registered office of the Company.
PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON EXECUTIVEDIRECTORS
During the year under review the company has not entered into anytransaction with its Non-Executive Directors.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013
During the year under review the Company has not given any guaranteeto any party as provided under Section 186 of the Companies Act 2013. The details ofloans granted and investments made by the Company are provided in note No. 3 4 and 11 tothe standalone financial statements.
Pursuant to the provisions of Section 204 of the Companies Act 2013 andthe rules made there under the Company has appointed M/s. Rachana Maru Furia &Associates Company Secretaries Mumbai to undertake the Secretarial Audit of the Companyfor the F.Y. 2020-2021.
The Secretarial Audit Report is included as "Annexure C" andforms an integral part of this report.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the auditors' certificate on corporate governance isenclosed as "Annexure D" to the Board's report.
RELATED PARTY TRANSACTIONS
All contracts arrangements and transactions entered by the Companywith related parties during FY 20-21 were in the ordinary course of business and on anarm's length basis. During the year the Company did not enter into any transactionscontracts or arrangements with related parties that could be considered material inaccordance with the Company's policy on related party transactions drawn in accordancewith relevant regulations applicable to the Company. Accordingly the disclosure ofrelated party transactions in Form AOC-2 is not applicable
The details of such transactions entered by the Company with RelatedParty Transactions which are at Arm's Length Price and in Ordinary Course of Business areprovided in Note No. 29 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 fundsthat need to be transferred to IEPF account; the Board of Directors has initiated theprocess to transfer the funds to the IEPF account. Further there has been delay intransfer of TDS amounts on account of some reconciliation issues with the beneficiary.Further the Statements made by the Auditors in their report are self-explanatory anddoesn't require any comments by the Board of Directors.
* Secretarial Auditor Report
With respect to comments mentioned in the report issued by SecretarialAuditors we would like to state that the Company has advanced interest free loans tosafeguard interest of small businesses in need on account of COVID pandemic's impact.Apart from these 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 theCompany in identification of risk lays down procedure for risk assessment and procedurefor risk minimization.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to thecontribution made by the employees to the operations of the company during the period.
During the year under review there were no employees who were inreceipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies(Appointment and Remuneration) Rules 2014 and therefore no disclosures need to be madeunder the said section. Further the details of the top 10 employees in terms ofremuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment andRemuneration) Rules 2014 shall be available at the registered office of the Companyduring the business hours and the details ratios of the remuneration of each Director tothe median remuneration to the employees of the Company for the financial year areenclosed as "Annexure E" to the Board's Report. The Company had 8 permanentemployees during the year 20-21.
Mr. Darshak Rupani Managing Director of the Company Mr. PrashanttRupani Director Ms. Jigna Thakkar (Women Independent Director) and Mr. Pritesh Doshi(Independent Director) are also Directors on the Board of Subsidiary - White OrganicRetail Limited however they were not in receipt of any remuneration from the saidsubsidiary.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has complied with provisions relating to prevention ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013to the extent applicable. During the year under review there were no cases filed relatingto the Sexual Harassment of Women at Workplace.
MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.
Your Directors wish to place on record their sense of appreciation forthe excellent support received from the government authorities bankers consultants andthe dedicated efforts of all employees in the working of the Company.