Dear Members,
Your Directors have immense pleasure in presenting the 69th Annual Report on
the business and operations of the Company for the Financial Year ended 31stMarch
2023.
Financial Highlights:
Your Company's financialperformance for the year ended March 31, 2023 is as below: (Rs.
in Lakhs)
Particulars |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022 |
Sales & Other Income |
780.89 |
33.59 |
Profit before Interest, Depreciation & Exceptional Items |
(817.53) |
(12.24) |
Interest |
1.70 |
(8.90) |
Depreciation |
92.80 |
(1.32) |
Exceptional Items |
0 |
(7.94) |
Profit /(Loss) before Tax |
(817.53) |
(20.18) |
Provision for Tax |
76.01 |
- |
Profit after Tax |
(893.54) |
(20.18) |
Add : Balance Brought forward from previous year |
(515.95) |
(495.77) |
Dividend on Preference Share |
0.00 |
0.00 |
Tax on distributed preference dividend |
0.00 |
0.00 |
Sales Tax Paid for Earlier Year |
0.00 |
0.00 |
Balance carried to Balance Sheet |
(893.54) |
(515.95) |
Results of Operations and the State of Company's Affairs & Future Outlook:
During the year under review, the Company has made Loss of Rs. 893.54 Lakhs. During the
year, there was change in the control & management of the Company. The present
management of the Company has taken the control and management of the Company dated 21st
May, 2022. The present management is into frozen foods, ready to eat foods, beverages,
drinking water and other foods items 3. The Company has plan for expansion in the state of
Gujarat, Maharashtra, Rajasthan and other parts of India, including exports to various
countries. Your Directors are identifying prospective areas and will make appropriate
investments that will maximize the revenue of the Company in the current Financial Year.
Change in Control & Management:
During the year there has been change in the control & management of the Company.
(1) Mrs. Sheetal Mandar Bhalerao (2) Mr. Yatin Sanjay Gupte and (3) Wardwizard Solutions
India Private Limited, have acquired 2,70,57,520 equity shares of Re. 1/- each
representing 24.78% of the paid-up capital of the Company by way of Share Purchase
Agreement dated 5th February, 2022 between the existing promoters &
Acquirers. The Acquirers have made Open Offer of 3,88,46,692 equity shares of Rs. 1/- each
at an offer price of Rs. 5/- per share representing 35.57% of the paid-up capital of the
Company.
The Open Offer opened on 30th March, 2022 & closed on 12th
April, 2022 & it was concluded successfully on 22nd April, 2022. Pursuant
to completion of Open offer after SEBI approval the entire Board of the Company was
changed on 21st May, 2022, details of which are given elsewhere in the report.
Name Change of the Company:
The Company has changed its name from Vegetable Products Limited' to Wardwizard
Foods and Beverages Limited' and also changed its main object in its Board meeting
held on 17th June, 2022 and shareholders' approval taken through postal ballot
and resolution was passed on 30th July, 2022 to carry out the business
activities of frozen foods, ready to eat foods, aerated drinks, soft drinks, drinking
water and other foods and beverages items. The new business activities in the listed
entity will make a value addition to the net worth the Company by increased top line and
its pro_itability & sustained earnings in the future. This will bene_it public
shareholders at large. The management wants to consolidate all foods & beverages
business activities in the Company & thus to enjoy all its operations with greater
cost ef_iciency.
The Company has received the certifiicate of Registration of Alteration of Object
Clause from Registrar of Companies (ROC-Kolkata) on 02nd August, 2022 and
Certifiicate of Incorporation pursuant to change of name received from Registrar of
Companies (ROC_Kolkata) on 03rd August, 2022.
Preferential Issue:
The Board of Directors of the Company at meeting held on June 24, 2022 had approved the
issue of Convertible Equity Warrants on preferential basis in aggregate and up to
17,00,00,000 (Seventeen Crore) Convertible equity warrants ("Equity Warrants")
for cash at a price of Rs. 5/- per warrant, each convertible into or exchangeable for One
(1) equity share of face value of Re. 1/- each ("the Equity Shares") (Including
Premium of Rs. 4/- each) aggregating to Rs. 85,00,00,000/- (Rupees Eighty Five Crores) to
Promoters/ Promoter groups and Strategic Investors not forming part of the Promoter Group/
Non-promoter entity as defined in SEBI (ICDR) Regulations ("Proposed Allottee")
under Promoter Category on a preferential basis in compliance with applicable provisions
of SEBI (ICDR) Regulations, through Shareholders approval through Postal Ballot dated 02
09 2022 and In principle approval letter received for issue of 16,99,40,000 warrants
convertible into 16,99,40000 equity shares of Re. 1/- each from stock exchange dated 29 08
2022.
The Company has allotted the 4,90,40,000 equity shares on preferential basis to
promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group
out of 16,99,40,000 convertible equity warrants dated 10 -10-2022. The Listing approval
was received on 22 11 2022 and the trading approval was received on 01_12_2022. Further,
the Company has allotted the 3,73,00,000 equity shares on preferential basis to promoters/
promoters' group and Strategic Investors not forming part of the Promoter Group out of
12,09,00,000 convertible equity warrants on 28 03 2023. The Listing approval was received
on 08_05_2023 and the trading approval was received on 12_05_2023.
Further, the Company has allotted the 1,70,00,000 equity shares on preferential basis
to promoters out of 8,36,00,000 convertible equity warrants on 21_06_2023. The Listing
approval was received on 26_07_2023 and the trading approval is awaited.
The main object of the Preferential Issue was:
1. Augmentation of Working Capital Purposes
2. General Corporate Purposes
3. Marketing and Branding
4. Investment in Group Companies
5. Plant and Machinery
Acquisition of Food Business:
The Company has acquired the Business of Yeppy foods and Safpro Industries Pvt. Ltd,
both are in food industries, as per the valuation report. Yeppy foods has got
manufacturing unit at Vadodara, wherein Sanjay Gupte is majority partner. Yeppy foods
manufactured frozen foods & ready to eat food items.
Yeppy foods also owns "QUIKSHEF" brand under which various outlets in Gujarat
& Maharashtra are operating for frozen foods. These outlets are owned by Yeppy Foods.
The Company along with business has acquired brand & other outlets, which are
presently operating. The Company has acquired this business on cash basis. The Company has
made Business Succession Agreement dated 24th September, 2022.
Safpro Industries Private Limited was engaged in the business of manufacturing of
top-quality sauces, ketchup, mayonnaise and Packaged Foods, Canning, Bottling, &
Pouching of Various Foods items and Condiments and more for exports and domestic markets.
The Company is an ISO 22000 certifiied Company with the manufacturing facility located in
Gujarwadi, Pune. The product is marketed under the brand name Snackbuddy' and
Wildberry' through stockiest located across India. The Company's portfolio comprises
of 41 plus products range of condiment foods which includes sauces, ketchup, mayonnaise
and more. Safpro business along with plant & machinery was acquired by the Company.
The Company has acquired this business on cash basis. The Company has made Business
Transfer Agreement dated 24th September, 2022.
Shifting of Registered Of_ice and Corporate Of_ice of the Company:
Pursuant to Section 12 of The Companies Act, 2013 (the Act') and any other
applicable provisions of the Act and Rules made thereunder (including any statutory
modifiication and re-enactment thereof for the time being in force), the Company has
changed its Registered Of_ice of the Company from Subol Dutt Building, 13, Brabourne Road,
Mezzanine Floor Kolkata 700 001 to MMS Chambers, 4A, Council House, 1st Floor, Room
No. D1, Kolkata, West Bengal 700 001 with effect from 17th June, 2022.
Further, the Company has shifted the registered of_ice from MMS Chambers, 4A, Council
House, 1st Floor, Room No. D1, Kolkata, West Bengal 700 001 to Old Nimta
Road, Nandan Nagar, Belghoria- Kolkata-700083 within local limits with effect from 23rd
September,2022.
The Company has set up its Corporate Of_ice at 418, GIDC Estate, Por,
Ramangamdi, Vadodara-391243 wherein KMP, Directors and major department has been
functioning from the Corporate Of_ice as the new management is based in Vadodara, Gujarat,
India in its Board Meeting held on 21st May, 2022. All the Books of accounts
are maintained in the corporate of_ice of the Company.
Listing of Equity Shares:
The Company's equity shares are listed on The BSE Limited (Scrip Code: 539132) The
Company has paid the Annual Listing Fees for the FY 2022- 2023 to the said Stock Exchange
as required.
Material Changes and Commitments Affecting the Financial Position of the Company
Occurred During the Financial Year:
There has been no material change and commitment affecting the financialperformance of
the Company which occurred between the end of the Financial Year of the Company to which
the financialstatements relate and the date of this Report.
Material Orders Passed by the Regulators of Courts or Tribunals Impacting The Company's
Operation in Future:
No such material order has been passed by the Regulators or Court or Tribunals having
adverse effect on the operation of the Company in future.
Circulation of Annual Reports in Electronic Form:
In compliance with MCA and SEBI Circulars, printing and despatch of physical Annual
Reports for the financialyear ended 2022_23 to the shareholders has been dispensed with.
Hence the Notice of the AGM along with the Annual Report 2022_23 is being sent only
through electronic mode to those Members whose email addresses are registered with the
Company/RTA/ Depositories, unless any member has requested for a physical copy of the
same. Members may note that the Notice and Annual Report 2022- 23 will also be available
on the Company's website www.wardwizardfoods.com
Adequacy of Internal Financial Controls:
The Company has in place adequate financialcontrols commensurate with its size, scale
and complexity of operations with reference to its financialstatements. Internal
financialcontrols of the Company are also similarly commensurate. These have been designed
to provide reasonable assurance about recording and providing reliable _inancials
information, ensuring integrity in conducting business, accuracy and completeness in
maintaining accounting records and prevention and detection of frauds and errors. Your
Company ensure adherence to all internal control policies and procedures as well as
compliance with all regulatory guidelines.
The Audit Committee of Board of Directors reviews the adequacy of internal controls.
Acceptance of Public Deposits:
The Company has not accepted any deposits from the public in terms of Chapter V of the
Companies Act, 2013. Hence, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Details Of Transfer To Reserves:
In absence of any pro_its, the Board do not recommend transfer of any amount to General
Reserves.
Dividend:
In view of continuing losses, your Directors have not recommended Dividend for the
Financial Year 2022_2023.
Unclaimed Dividend and Shares to the Investor Education and Protection Fund (IEPF):
Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the
provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company
Share Capital:
Authorised Share Capital:
The Company in its Board meeting held on 24th June, 2022 has decided to
increase the Authorized Share Capital of the Company from Rs. 11,00,00,000/- (Rupees
Eleven crore only) to Rs. 28,00,00,000 (Rupees Twenty-eight crore only) divided into
28,00,00,000 (Twenty-eight crore) equity shares of Re. 1/- each of the Company and
consequent alteration of Memorandum of Association of the Company which was approved by
the Shareholders through Postal Ballot dated on 02_09_2022.
Paid up Share Capital:
During the year under review, there has been change in the paid up Share Capital of the
Company. The Company has allotted 4,90,40,000 (dated 10th October, 2022) and
3,73,00,000 (dated 28th March, 2023) equity shares on preferential basis to
promoters/ promoters' group and Strategic Investors not forming part of the Promoter Group
pursuant to conversion of warrants.
The Company's paid-up equity share capital as on March 31, 2023 was Rs. 1955.4 lakhs.
Utilisation of Proceeds:
Status of Utilisation of Rights Issue Proceeds are mentioned in the below table as on
31st March, 2023:
(Amount in Lakhs)
Funds Raised |
Fund utilised |
Fund un utilised |
7424.50 |
5263.60 |
2160.90 |
Deviation in the use of proceeds from the object stated in the offer Document:
There has been no deviation in the utilization of the funds raised by the Company.
Further, the details of Utilisation preferential allotment proceeds for the year ended
31st March, 2023 have been provided in notes to the Accounts of the Financials of the
Company.
Subsidiary, Associate and Joint Venture Companies:
During the year under review, there are no subsidiaries, associates or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013. Pursuant
to the provisions of Companies Act, 2013.
Directors and Key Managerial Personnel:
The entire Board of the Company has undergone changes, pursuant to change in the
management of the Company. The details of Directors appointed & resigned during the
year are as follows:
Directors
Sr. |
|
|
|
Original date of Date of |
No. |
DIN/PAN |
Name of Director |
Designation |
Appointment |
Cessation |
1 |
00080751 |
Mr. Rameshchandra Daga |
Managing Director & CEO |
11_05_2021 |
21_05_2022 |
2 |
00080515 |
Mr. Pradeepkumar Daga |
Non-Executive Director |
11_09_2014 |
21_05_2022 |
3 |
08471379 |
Mrs. Santosh Choradia |
Non- Executive Woman Director |
31_10_2019 |
21_05_2022 |
4 |
08752495 |
Mrs. Pritika Choraria |
Non-Executive Independent Director |
03_06_2020 |
21_05_2022 |
5 |
08751700 |
Mr. Nitesh Singh |
Non-Executive Independent Director |
03_06_2020 |
21_05_2022 |
6 |
09282921 |
Mr. Satyam Jaiswal |
Non-Executive Independent Director |
17_08_2021 |
21_05_2022 |
7 |
06453413 |
Mrs. Sheetal Mandar Bhalerao |
Managing Director & Chairman |
21_05_2022 |
|
8 |
07261150 |
Mr. Yatin Sanjay Gupte |
Non- Executive Non Independent Director |
21_05_2022 |
|
9 |
08286993 |
Mr. Sanjay Mahadev Gupte |
Non- Executive Non Independent Director |
21_05_2022 |
|
10 |
02613471 |
Mr. Sanjay Rajendra Soni |
Non-Executive Independent Director |
21_05_2022 |
|
11 |
08287618 |
Mr. Kiran Suhas Upasani |
Non-Executive Independent Director |
21_05_2022 |
|
12 |
09195568 |
Mrs. Neelambari Harshal Bhujbal |
Non-Executive Independent Director |
21_05_2022 |
|
Directors Liable to Retire By Rotation:
In accordance with the provisions of The Companies Act, 2013 and the Articles of
Association of Company, Mr. Sanjay Mahadev Gupte (DIN: 08286993) retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible, offers himself for
re-appointment. As required by Regulation 36(3) of Listing Regulations, the relevant
details in respect of the Directors proposed to be appointed / re-appointed are set out in
the Corporate Governance Report forming part of the Board's Report. The Board recommends
all the resolution placed before the members relating to appointment / re-appointment of
Directors for their approval.
Key Managerial Personnel:
The Company has following persons as Key Managerial Personnel under the Companies Act,
2013:
Sr. No. |
Name |
Designation |
1 |
Mr. Rameshchandra Daga |
Managing Director |
|
(Resigned on 21st May,2022) |
|
2 |
Mr.Amit Kumar Singh |
Chief Financial Of_icer |
|
(Resigned on 21st May,2022) |
|
3 |
Mr. Abhishek Lohia |
Company Secretary & Compliance Of_icer |
|
(Resigned on 10th April,2022) |
|
4 |
Mrs. Sheetal Mandar Bhalerao |
Managing Director & Chairman |
|
(Appointed on 21st May,2022) |
|
5 |
Ms. Sejal Manharbhai Varia |
Chief Financial Of_icer |
|
(Appointed on 21st May,2022) |
|
6 |
Ms. Bhoomi Ketan Talati |
Company Secretary & Compliance Of_icer |
|
(Appointed on 11th April,2022) |
|
Number of Meetings of the Board of Directors:
The details of the number of Board Meetings and meetings of various Committees are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the time period prescribed under the Companies Act, 2013, the revised Secretarial
Standards 1 (SS_1) issued by the Institute of Company Secretaries of India and SEBI
LODR. All the Directors actively participated in the meetings and contributed valuable
inputs on the matters brought before the Board of Directors from time to time.
The formation and term of reference of various Committees are also given in the
Corporate Governance Report. The intervening gap between the meetings was within the
period prescribed under the Act.
Details of the attendance of the Directors at the Board meetings held during the year
ended 31st March,2023 are as follows:
Name of the Director |
Number of Board Meetings |
|
Held |
Attended |
Mr. Rameshchandra Daga |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Mr. Pradeepkumar Daga |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Mrs. Santosh Choradia |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Mr. Nitesh Singh |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Ms. Pritika Choraria |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Mr. Satyam Jaiswal |
14 |
2 |
(Resigned on 21st May, 2022) |
|
|
Mrs. Sheetal Mandar Bhalerao |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Mr. Yatin Sanjay Gupte |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Mr. Sanjay Mahadev Gupte |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Mr. Kiran Suhas Upasani |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Mrs. Neelambari Harshal Bhujbal |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Mr. Sanjay Rajendra Soni |
14 |
12 |
(Appointed on 21st May,2022) |
|
|
Directors' Responsibility Statement as Required Under Section 134 of The Companies Act,
2013:
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect
to the Directors'
Responsibility Statement, the Board of Directors of the Company hereby con_irms: i)
that in the preparation of the Annual Accounts, the applicable accounting standards have
been followed; ii) that the Directors 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 as on 31st
March, 2023 and Profit and Loss Account of the Company for that period; iii) that the
Directors have taken proper and suf_icient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; iv) that the
Directors have prepared the Annual Accounts for the Financial Year ended 31st
March, 2023 on a going concern basis; v) that the Directors have laid down internal
financialcontrols to be followed by the Company and that such internal financialcontrols
are adequate and were operating effectively; and vi) that the Directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the Independent Directors are well experienced
business leaders. Their vast experience shall greatly bene_it the Company. Further, they
possess integrity and relevant pro_iciency which will bring tremendous value to the Board
and to the Company.
Meeting of Independent Directors:
A separate meeting of the Independent Directors was held on 8th February,
2023; as per the provisions of Schedule IV (Code for Independent Directors) of the
Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following
matters were considered:
Evaluation of the performance of Non-Independent Directors and the Board of
Directors
Evaluation of the performance of the Chairman, taking into account the views of
the Executive and Non- Executive Directors
Evaluation of the quality, content and timeliness of _low of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
Composition Of The Committees And Its Meetings:
Audit Committee
The Audit Committee comprises of following Directors as on 31st March, 2023:
Name of the Director |
Position |
Designation on Board |
Mr. Sanjay Soni |
Non- Executive |
Chairman |
|
Independent Director |
|
Mr. Kiran Suhas |
Non- Executive |
Member |
Upasani |
Independent Director |
|
Ms. Neelambari |
Non- Executive |
Member |
Harshal Bhujbal |
Independent Director |
|
Mr. Yatin Sanjay |
Non- Executive Non |
Member |
Gupte |
Independent Director |
|
During the period, the Audit Committee met 11 (Eleven) times.
Nomination, Remuneration and Compensation Committee
The Nomination, Remuneration and Compensation Committee comprises of the following
Directors as on 31st March, 2023:
Name of the Director |
Position |
Designation on Board |
Ms. Neelambari |
Non- Executive |
Chairman |
Harshal Bhujbal |
Independent Director |
|
Mr. Sanjay Soni |
Non- Executive |
Member |
|
Independent Director |
|
Mr. Kiran Suhas |
Non- Executive |
Member |
Upasani |
Independent Director |
|
Mr. Sanjay |
Non- Executive Non |
Member |
Mahadev Gupte |
Independent Director |
|
During the period the Nomination, Remuneration and Compensation Committee met 3 (Three)
times.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors as on 31st
March, 2023:
Name of the Director |
Position |
Designation on Board |
Mr. Kiran Suhas |
Non- Executive |
Chairman |
Upasani |
Independent Director |
|
Ms. Neelambari |
Non- Executive |
Member |
Harshal Bhujbal |
Independent Director |
|
Mr. Sanjay Soni |
Non- Executive |
Member |
|
Independent Director |
|
Ms. Sheetal |
Chairman & Managing |
Member |
Mandar Bhalerao |
Director |
|
During the period the Stakeholders Relationship Committee met 2 (Two) times.
Board Processes, Procedures and Practices:
The Company believes that the effectiveness of the Board is reinforced by its
structures and the processes and procedures it follows.
It has in place robust practices and processes that contribute to the effective and
ef_icient performance of the Board. Board systems and procedures broadly comprise
convening the meetings, contents of the agenda, conducting the meetings, decision making
at the meetings, adequacy of minutes and working of Board committees. Decisions relating
to the policy and operations of the Company are arrived at meetings of the Board held
periodically. Meetings of the Board enable discussions on matters placed before them and
facilitate decision making based on collective judgment of the Board. The Company follows
the best practices in convening and conducting meetings of the Board and its committees.
These include:
Frequency of meetings:
A minimum of four Board meetings is held each year with the time gap between any two
successive meetings not exceeding 120 days. Meetings of the committees are also planned
and scheduled to be held along with the Board meetings.
Board agenda:
It strikes a fine balance between the reviews of the past performance and
forward-looking issues. The agenda is structured such that routine and administrative
matters do not consume too much Board time. The agenda is made available to the Directors
along with supporting documents sufficiently in advance of the meetings.
Availability of information to the Board:
The Board should be supplied in a timely manner with information in a form and of a
quality appropriate to enable it to discharge its duties. Under the advice and direction
of the chairperson, the Company secretary's responsibility includes ensuring good
information _lows within the Board as well as between senior management and non-executive
Directors. The following information, inter alia, is provided to the Directors of the
Company:
Quarterly results for the Company
Minutes of meetings of audit committee and other committees of the Board
General notices of interest received from Directors.
Show cause, demand, prosecution notices and penalty
Notices which are materially important.
Fatal or serious accidents, dangerous occurrences, any material ef_luent or
pollution problems
Any material default in financialobligations to and by the Company.
Role of Chairperson:
The Chairman is responsible for leadership of the Board and ensuring its effectiveness
on all aspects of its role. The role includes:
Making certain that an effective decision-making process is in place in the
Board, and that the Board's committees are properly structured with appropriate terms of
reference
Encouraging the active engagement of all Board members in Board and committee
meetings, drawing fully on their skills, experience, knowledge and, where appropriate,
independence;
Building effective relationships founded on mutual respect and open
communication - both inside and outside the Boardroom - between the non-executive
Directors and executive team, in particular with regard to the identifiication and
oversight of signifiicant risks.
Role of Managing Director:
The Managing Director (MD) lives and upholds the highest standards of integrity and
probity inside and outside the boardroom, through setting clear expectations in terms of
culture and values, as well as in terms of the style and tone of board discussions. The MD
encourages Directors to express their views frankly and challenge constructively in order
to improve the standard of discussion in the boardroom. The role includes:
Setting a board agenda which is primarily focused on business, strategy,
accountability, competitive Performance and value creation; ensuring that issues
relevant to this objective are reserved for board consideration, including
Determining the nature and extent of the signifiicant risks the board is willing to
embrace in the Implementation of its strategy; developing, in particular, a
productive working relationship with the CEO, providing support and Advice while
respecting executive responsibility; consulting the senior independent Director on
board matters consistent with regulations; ensuring effective processes are
established relating to succession planning and the composition of the board, having
regard to the bene_its of diversity;
Role of CFO:
A CFO takes up the job of planning, implementing, and managing all the activities
related to finance in the organization and she is responsible for all fiscal decisions.
Tracking cash, analysing the Company's financialstrength, financialreporting compliances,
and proposing corrective actions are also some of the responsibilities. CFO also updates
and advises the Board of Directors on the appropriate financialstrategies to be adopted in
line with the corporate governance, legal, and ethical aspects. Plays a key role in
aligning the business strategies of the Company for the most desirable financialoutcomes
for the interests of Investors and other stakeholders.
Role of Company Secretary in Overall Governance Process:
The Company Secretary has a key role to play in facilitating the effective functioning
of the Board through the timely presentation of Board information which - by being
accurate, clear and comprehensive - assists high-quality decision making. Under the
direction of the Chairman and MD, the Company Secretary's responsibilities include
ensuring accurate information _lows within the Board and its committees, between senior
management and non-executive Directors, as well as facilitating induction and assisting
with professional development. All Directors have access to the advice and services of the
Company secretary who is responsible to the Board for ensuring that Board procedures are
complied with. In addition, the Company Secretary discharges the functions prescribed
under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Besides, the Company Secretary acts as secretary of the Board and its committees thereof.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance and that of its committees as well as performance of the
Directors individually. Feedback was sought by way of a structured questionnaire covering
various aspects of the Board's functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution, and performance of specific duties,
obligations and governance and the evaluation was carried out based on responses received
from the Directors.
The evaluation is performed by the Board, Nomination, Remuneration and Compensation
Committee and Independent Directors with specifiic focus on the performance and effective
functioning of the Board and Individual Directors.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
The Board and the Nomination, Remuneration and Compensation Committee reviewed the
performance of individual Directors on the basis of criteria such as the contribution of
the individual Director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
At the Board meeting that followed the meeting of the independent Directors and meeting
of Nomination, Remuneration and Compensation Committee, the performance of the Board, its
committees, and individual Directors was also discussed. Performance evaluation of
independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
Familiarization Programmes:
The Members of the Board of the Company have been provided opportunities to familiarize
themselves with the Company, its Management, and its operations. The Directors are
provided with all the documents to enable them to have a better understanding of the
Company, its various operations, and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement.
Senior management personnel of the Company presents to the Board Members on a
periodical basis, brie_ing them on the operations of the Company, plans, strategy, risks
involved, new initiatives, etc., and seek their opinions and suggestions on the same. In
addition, the Directors are briefed on their specifiic responsibilities and duties that
may arise from time to time. The Statutory Auditors and Internal Auditors of the Company
presents to the Board of Directors on Financial Statements and Internal Controls including
presentation on regulatory changes from time to time.
The detail policy on the familiarisation programme is available on the website at www.wardwizardfoods.com
Code of Conduct:
The Company has laid down a which has been effectively adopted by the Board Members and
Senior Management Code of Conduct Personnel of the Company. The detail policy on the Code
of Conduct is available on the website at www.wardwizardfoods.com
Particulars of Loans, Guarantees, Securities or Investments Under Section 186:
There are no Loans, Guarantees, Investments and Security made during the Financial Year
ended 31 March 2023 as per the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, 2014.
Particulars of Contracts or Arrangements with Related Parties:
All the related party transactions that were entered into during the financialyear were
on an arm's length basis and were in the ordinary course of business. There are no
materially signifiicant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel, or other designated persons which may have a
potential con_lict with the interest of the Company at large. All the related party
transactions are approved by the Audit Committee and Board of Directors.
The Company has adopted a Policy on Related Party Transactions for the purpose of
identifiication and monitoring of such transactions.
The particulars of contracts or arrangements with related parties referred to in sub
section (1) of Section 188 entered by the Company during the Financial Year ended 31st
March, 2023 in prescribed Form AOC_2 is appended to this Report as
Annexure I
The policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company and the web link is www.wardwizardfoods.com
Statement of Particulars of Appointment and Remuneration of Managerial Personnel
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this Board's Report as
Annexure II
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at the web-link https://www.
wardwizardfoods.com/annualReturnAnnualReport
Corporate Social Responsibilty Policy
According to the provision of Sec. 135 of the Companies Act 2013, companies having a
net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net pro_it
of Rs. 5 crore or more during any financialyear are required to constitute CSR (Corporate
Social Responsibility) Committee. However, your Company does not fall in the above said
criteria and hence not required to constitute the said Committee.
The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Pursuant to the Provisions of Section 134(3)(M) of the Companies Act, 2013 (Act) Read with
the Companies (Accounts) Rules, 2014
The information of Conservation of Energy as required under section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of
technology absorption and foreign exchange earnings & outgo are given by way of Annexure-III
to Director's Report.
Statutory Auditors
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter,
M/s. Maroti & Associates, Chartered Accountants (Firm registration Number 322770E),
were appointed as statutory auditors of the Company from the conclusion of the 63rd Annual
General Meeting (AGM) of the Company held on September 19, 2017 till the conclusion of the
68th Annual General Meeting (AGM) of the Company.
In accordance with the provisions of the Companies Act, 2013, the Board has appointed M
/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm
Registration Number 129738W as the Statutory Auditors of the Company to _ill the casual
vacancy caused due to resignation of M/s. Maroti & Associates, Chartered Accountants
(Firm Registration No: 322770E), (Due to engagement in other professional assignment,
change in the management of the Company & since the present management is operating
from Vadodara and Maroti & Associates does not have any branch at Vadodara) at a
remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh
Udhwani & Associates, Chartered Accountants, to hold of_ice of Statutory Auditor from
the conclusion of this General Meeting till the conclusion of AGM to be held for FY 2027.
M /s. Mahesh Udhwani & Associates, Chartered Accountants have signifiied their
assent and con_irmed their eligibility to be appointed as Statutory Auditors in terms of
the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies
(Audit and Auditors) Rules, 2014. The _irm performs its obligations in adherence to
recognized auditing standards and periodically certifiies its independence from the
management.
Internal Auditors:
M/s. Upadhyay & Company LLP, Chartered Accountant (Registration No: AAJ_6356) has
been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with
the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company
for the Financial Year 2022-2023 at remuneration as may be mutually agreed between the
Internal Auditor and Board of Directors dated 21st May, 2022.
Auditors Report:
They have audited the financialstatements of the Company for the year under review. The
observations of Statutory Auditors in their Report read with relevant Notes to Accounts
are self-explanatory and therefore, do not require further explanation under Section 134
of the Companies Act, 2013.
The Notes on financialstatement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualifiication, reservation, or adverse remark.
Secretarial Auditors Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, Mrs. Pooja Amit Gala Practising Company
Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of
the Company for the FY 2022_23 in its Board meeting held on 29th July,
2022.
A Secretarial Audit Report (Form MR_3) for the year ended 31st March, 2023 in
prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Gala forming
part of the report of the Corporate Governance Report is attached herewith.
Annual Secretarial Compliance Report:
The Company has undertaken an audit for the FY 2022_2023 for all applicable compliances
as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report was submitted to the stock exchanges within 60 days of the
end of the Financial Year.
Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its
Directors or Officers or Employees to the Audit Committee under section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.
Prevention of Insider Trading Code:
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company The Company
has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated persons of the Company which was
reviewed by the Board from time to time and amended accordingly till date. The Code
requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company's shares by the Directors and the designated persons while in possession
of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during
the period when the Trading Window is closed. The Company has also installed structural
digital database. The Company has appointed M/s. Purva Sharegistry (India) Private
Limited, the Registrar & Share Transfer Agent of the Company, to monitor / facilitate
compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.
All Board of Directors and the designated employees have con_irmed compliance with the
Code.
Disclosure About Cost Audit and Cost Records:
During the financialyear under review, your Company has not crossed the threshold
limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the
Companies Act, 2013 and rules made thereunder.
Vigil Mechanism (Whistle Blower Policy):
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is implemented through the Company's Whistle Blower Policy. The Company has adopted a
Whistle Blower Policy establishing a formal vigil mechanism for the Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or
violation of Code of Conduct and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism and provides direct access to
the Chairperson of the Audit Committee in exceptional cases. It is af_irmed that no
personnel of the Company have been denied access to the Audit Committee. The policy of
vigil mechanism is available on the Company's website.
The Whistle Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty, integrity and ethical
behaviour. All employees of the Company are covered under the Whistle Blower Policy.
The brief detail about this mechanism may be accessed on the Company's website at the
weblink: https://www. wardwizardfoods.com/assets/investor1/policy/Whistle%20
Blower%20Policy.pdf
Compliance:
The Compliance function of the Company is responsible for independently ensuring that
operating and business units comply with the regulatory and internal guidelines. The
Compliance Department of the Company continues to play a pivotal role in ensuring
implementation of compliance functions in accordance with the directives issued by the
Regulators, the Board of Directors and the Company's Compliance Policy. The Audit
Committee reviews the performance of the Compliance Department and the status of
compliance with the regulatory or internal guidelines on a periodic basis. New
instructions and guidelines issued by the regulatory authorities were disseminated across
the Company to ensure that the business and functional units functions with the boundaries
set up by the regulators and that the compliance risks are suitably monitored and
mitigated in course of their activities and processes. The Company has complied with
Secretarial Standards issued by the Institute of Company Secretaries of India.
Human Resource Management:
The Company has a dedicated HR department with a focus on increasing leadership skills,
recruitment, training and ensuring employee welfare activities. As on 31st March, 2023,
the Company has 153 employees in its pay role. For developing functional capabilities,
team skills and interpersonal skills the Company organizes various training programs
involving external faculties.
Disclosure Under The Sexual Harassment Of Women At Workpalce (Prevention, Prohibition
& Redressal) Act, 2013:
The Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, greed, color or social status of the employee. The Company
has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has not received any complaints during the year. The Company
regularly conducts awareness programs for its employees.
Statutory Disclosures:
A copy of audited financialstatements of the said Company will be made available to the
members of the Company, seeking such information at any point of time. A cash _low
statement for the FY 2022_2023 is attached to the Balance Sheet.
Credit Rating:
The Company has not issued any debt instruments and does not have any Fixed Deposit
Programme or any scheme or proposal involving mobilization of funds in India or abroad
during the financialyear ended 31st March, 2023.
Hence during the Year there was no requirement to obtain such Credit Ratings.
Management Discussion And Analysis Report:
The Management Discussion and Analysis Report, which gives a detailed account of state
of affairs of the Company's operations forms a part of this Annual Report.
Indian Accouting Standard, 2015:
The Financial Statements for the year ended on March 31, 2023 have been prepared in
accordance with the Companies (Indian
Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act,
2013 (the Act') and other recognized accounting practices and policies to the extent
applicable.
Corporate Governance:
The Company has a rich legacy of ethical governance practices and committed to
implement sound corporate governance practices with a view to bring about transparency in
its operations and maximize shareholder value.
A Report on Corporate Governance along with a Certificate from the Secretarial Auditors
of the Company regarding compliance with the conditions of Corporate Governance as
stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report.
Acknowledgements:
Your Directors wish to place on record their appreciation of the contribution made by
employees at all levels to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation to the shareholders, consumers
and banks for their continued support.
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