To
The Members of
White Organic Retail Limited ("Your Company")
Your Directors are pleased to present the annual report of your Company together withthe audited financial statement and the Auditors Report of your company for the financialyear ended March 31 2021.
1. Financial Highlights:
The Financial performance of the Company during the F.Y. 2020-2021 is as under:
(Amount in Lacs.)
| Particulars | For the year ended March 31 2021 | For the year ended March 31 2020 |
| Revenues | 6202.21 | 7086.79 |
| Expenses | 6169.63 | 7063.48 |
| Profit / (Loss) Before Income Tax | 32.58 | 23.31 |
| Net Profit /(loss) | 24.39 | 17.08 |
2. Company's Affairs
White Organic Retail (BSE: WORL) is into trading and retailing of Fresh daily usedAgricultural products like Cereals Pulses Grains Fruits and Vegetables etc. Our companyhad commenced the operations of trading in all kinds of Agricultural products includingOrganic and other Products and since inception Distribution and Retailing of thoseProducts in October 2016. The Company is promoted by White Organic Agro Limited Mr.Darshak Mahesh Rupani and Mr. Prashantt Mahesh Rupani.
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. The Company has entered into strategic tie ups with delivery chains like Zomatoand Swiggy and the export channel with strategic tie-ups with international companies.
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.
Total revenue of the Company for the reporting financial year is Rs. 620220841/- andthe net profit after tax for the year is Rs. 2439183/-.
3. Change in Nature of Business
There are no changes in the nature of business during the Financial Year 2020 2021.
4. Share Capital
A) Issue of Equity Shares with Differential Rights: The Company has not issued anyequity shares with differential rights during the Financial Year 2020-2021.
B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Sharesduring the Financial Year 2020-2021. C) Issue of Employee Stock Options: TheCompany has not issued any Employee Stock Options during the Financial Year 2020-2021.
D) Bonus Issue : The Company has issued and allotted 5454000 (Fifty Four LakhFifty Four Thousand) fully paid up bonus equity shares of Rs. 10/- each on 30thJuly 2020 after seeking respective approvals of shareholders and the Exchange.
5. Subsidiaries Joint Ventures and Associate Companies
The Company is the subsidiary of White Organic Agro Limited (herein referred as WOAL)with 55.01% of equity shares being held by WOAL. Pursuant to Share Purchase Agreemententered between WOAL and Suumaya Retail Limited (SRL) WOAL has divested and sold entireholding to SRL by following the open offer process in compliance with the provisions ofRegulation 3(1) Regulation 4 and other applicable regulations of the SEBI (SAST)Regulations. The said open offer period closed on July 27 2021 and WOAL has initiated theprocess of transfer of shares of the Company.
White Organic Snacks Limited was incorporated on 16th March 2021 as a whollyowned subsidiary of White Organic Retail Limited. In terms of relevant provisions of theCompanies Act 2013 31st March 2022 would be the first financial year endperiod.
Apart from the ones mentioned above the Company does not have any Subsidiary or Jointventure or associate Company.
6. Weblink for Annual Return
Pursuant to amendment extract of the annual return is not enclosed and the annualreturn is available on the website of the Company and the weblink for said annual returnfiled by the Company is: http://www.whiteorganics.co.in/investor-relations.html
7. Number of Meetings of the Board
The Board of Directors duly met 8 times during the Financial Year 2020-21 in Complianceof applicable provisions of Companies Act 2013.
8. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 (the "Act")-
1. that in the preparation of the annual accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; 2. that such accounting policies as mentioned inNotes to the Financial Statements have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the Company for that period; 3. that proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; 4. that the annual financial statements havebeen prepared on a going concern basis;
5. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
9. Details in respect of frauds reported by Auditors
No fraud on or by the Company were noticed or reported by the auditors during theperiod under review.
10. Particulars of Loans Guarantees or Investments made under Section 186 of the Act
The Company has not made any investments or provided guarantees falling under thepurview of Section 186 of the Companies Act 2013. Further details of existing loans andloans made by the Company during the reporting financial year under form a part of notesto financial statements. (Refer Note 4 & Note 10)
11. Particulars of Contracts or Arrangements made with related parties
During the year under review the transactions entered by the Company with relatedparties were carried out at arm s length and are in ordinary course of business and henceare not falling under the purview of section 188.
Further considering the size of operations the Board doesn t consider thesetransactions as material and hence the same are not presented in prescribed form AOC 2.
12. Transfer to reserves
The Company has not transferred any amount to the general reserves.
13. Dividend
During the year under review the Company has not declared any Dividend.
14. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Company was not required to transfer any Unclaimed Dividend to Investor Educationand Protection Fund.
15. Material changes and commitment if any affecting financial position of the Companyoccurred between end of the financial year to which this financial statements relate andthe date of the report
? The company has been migrated from BSE SME platform to BSE Main Board w.e.f 30thJune 2021 after seeking requisite approvals from the shareholders and the Exchange.
? White Organic Agro Limited i.e. Holding Company has disinvested its stake into theCompany by selling the stake to Suumaya Retail Limited by entering into Share PurchaseAgreement (SPA) for the purchase of whole of the promoter stake in the company ie6000000 (55.01%) by following the open offer process in compliance with the provisionsof Regulation 3(1) Regulation 4 and other applicable regulations of the SEBI (SAST)Regulations. The said process is in completion stage and Suumaya Retail Limited would bethe new promoters pursuant to the open offer.
Apart from the above there are no material Changes and Commitments affecting theFinancial Position of the Company from 01st April 2021 till the date of issueof this report.
16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
(A) Conservation of Energy
i. The Steps Taken Or Impact On Conservation Of Energy: The Company takesreasonable steps to conserve energy at its offices shops and other storage places. ii. TheSteps Taken By The Company For Utilizing Alternates Source Of Energy: Since theConsumption of energy is relatively low no alternate source of energy is utilized. iii. TheCapital Investment on energy conservation equipments: NIL
(B) Technology Absorption
i. The efforts made towards technology absorption: NIL ii. The benefits derived likeproduct improvement cost reduction product development or import substitution:
NIL iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)
(a) Details of technology imported: Nil (b) Year of Import: Nil
(c) Whether technology has been fully absorbed: Nil
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil iv. The expenditure incurred on Research and Development: Nil
(C) Foreign Exchange Earnings and Outgo
The total Foreign Exchange income and outflow during the reporting financial year underreview is as under: (Amount in INR.)
| Particulars | 31st March 2021 | 31st March 2020 |
| Foreign Exchange outflow | - | - |
| Foreign Exchange inflow | - | 13343251 |
17. Deposits
During the financial year under review the Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
18. Significant and material orders passed by the regulators or courts or tribunal
During the year there are no significant material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.
19. Internal 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. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements.
20. Directors & KMPs
There has been no change in the Composition of Board of Directors and KMPs during thereporting financial year.
21. Reappointment of Directors
? Tenure of Mr. Darshak Rupani (DIN: 03121939) as Managing Director of the Company wasdue for renewal w.e.f. 15th July 2021 and the same was renewed after seekingrequisite approvals of the Board and shareholders at the previous Annual General Meeting.? Mr. Darshak Rupani (DIN: 03121939) is liable to retire by rotation at the forthcomingAnnual General Meeting of the Company and being eligible he has offered himself forre-appointment. The Board of Directors recommend to the members to re-appoint him at theensuing Annual General Meeting.
22. 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.
23. Committees of the Board
The Board of Directors had formed Following Committees:
1. The Audit Committee
2. The Nomination and Remuneration Committee
3. Stakeholders relationship Committee
| Audit Committee | | |
| Name of Member | Designation in Company | Designation in committee |
| Mr. Pritesh Doshi | Independent Director | Chairman |
| Mr. Jigna Thakkar | Independent Director | Member |
| Mr. Darshak Rupani | Director | Member |
Nomination & Remmuneration Committee
| Name of Member | Designation in Company | Designation in committee |
| Mrs. Jigna Thakkar | Independent Director | Chairman |
| Mr. Pritesh Doshi | Independent Director | Member |
| Mr. Prashantt Rupani | Non-executive Director | Member |
Stakeholders' Relationship Committee
| Name of Member | Designation in Company | Designation in committee |
| Mrs. Jigna Thakkar | Non- Executive Director | Chairman |
| Mr. Pritesh Doshi | Independent Director | Member |
| Mr. Darshak Rupani | Director | Member |
24. Vigil Mechanism
The Company has a Vigil Mechanism policy to report genuine concerns or grievances.Audit Committee is responsible for overviewing the vigil mechanism and its implementation.Detailed policy of the same is available at the registered office of the Company.
25. Secretarial Audit
The Company has appointed M/s. Rachana Maru Furia & Associates CompanySecretaries Mumbai to undertake the Secretarial Audit of the Company for the F.Y.2020-21.
The Secretarial Audit Report is included as "Annexure 1" andforms an integral part of this report.
26. Statutory Auditors
In accordance to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Gupta Raj & Co (FRN: 001687N) havebeen appointed as the Statutory Auditors of the Company for a period of 5 years to holdoffice from the conclusion of AGM held for FY 2016-17 till the conclusion of the 6thconsecutive AGM to be held thereafter (in the year 2022).
27. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors in their reports
Statutory Audit Report: No adverse comments / statements are made by the StatutoryAuditors in Report issued by them and other Statements made by the Auditors in theirreport are self-explanatory and don t require any comments on the same by the Board ofDirectors.
Secretarial Audit Report: With respect to comments mentioned in the report issuedby Secretarial Auditors we would like to state that certain short term interest freeloans were provided to the genuine small businesses in need on account of COVID Pandemic sadverse effects the points mentioned in the said report are self-explanatory andnecessary measures are in force to adhere to the regulatory requirements.
28. Details of Frauds Reported by Auditor
No frauds u/s 143 (12) are reported by the Auditor hence no Disclosures required inthis regard.
29. 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 needs to be made under the saidsection. Further details of top 10 employees (on the basis of remuneration) shall beavailable at the registered office of the Company during the business hours the Companydoes not pay any remuneration to the Managing Director / Board of Directors / KMPs andhence was not required to the disclose detailed ratios of the remuneration of eachDirector to the median remuneration to the employees of the Company for the financialyear.
30. 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 and policies are available at the registered office of theCompany.
31. 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.
32. Corporate Social Responsibility
Provisions with respect to Corporate Social Responsibility initiative as mandated byCompanies Act 2013 is not applicable to the Company.
33. Corporate Governance & Management Discussion and Analysis Report
The report on management discussion and analysis as per the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport. The Company was listed on SME Platform of BSE and pursuant to provisions ofregulation 15(2) of SEBI (LODR) Regulations 2015 is exempted from enclosing CorporateGovernance Report & allied disclosures for the reporting financial year.
34. 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.
35. Affirmation
The Company has complied with all the Applicable Secretarial Standards issued byInstitute of Company Secretaries of India.
36. 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
37. Disclosure under sexual harassment of women at workplace:
During the reporting year the Company has a policy and has set up an internalcomplaints committee as per the provisions of prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the reporting periodno complaints or observations or red flags were brought to notice of this Committee.
38. Acknowledgements
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company s activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
| For White Organic Retail Limited |
| Date: 07-09-2021 | Darshak M. Rupani | Prashantt Rupani |
| Place: Mumbai | Managing Director | Director |
| DIN: 03121939 | DIN:03138082 |
