<dhhead>BOARDS REPORT</dhhead>
To
The Members
Flora Corporation Limited
Your Directors have pleasure in presenting the 34th Annual
Report with Audited Statements of Accounts for the year ended March 31, 2022.
FINANCIAL RESULTS:
The performance during the period ended March 31, 2022 has been as
under:
(Amount in Rs.)
Particulars |
Current Year 2021-22 |
Previous Year 2020-21 |
Revenue from Operations |
366,787,411 |
344,357,765 |
Other Income |
- |
1,472 |
Total Revenue |
366,787,411 |
344,359,237 |
Total Expenditure |
366,293,666 |
344,121,166 |
Profit / (loss) Before exceptional and
extraordinary and Tax |
493,745 |
238,071 |
Less: exceptional and extraordinary items |
- |
- |
Prior Period Adjustment |
- |
- |
Profit/ (loss) Before Taxation |
493,745 |
238,071 |
Less: - Current Tax |
125,356 |
70,423 |
- Tax adjustment relating to prior years |
- |
- |
- Deferred Tax |
(3,017) |
8,524 |
Profit / (loss) After Tax |
365,371 |
176,172 |
PERFORMANCE REVIEW:
During the year under review, overall performance of the Company was
reasonable considering to the sector and market conditions. The revenue of the Company was
Rs. 366,787,411/- compared to Rs. 344,357,765/- in the previous year and the Company
earned a profit of Rs. 365,371/- during the current financial year.
CHANGE TN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during Financial Year
under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial
position of the Company which occurred between the end of the Financial Year to which the
Financial Statements relate and the date of the report.
PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of
Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the financial year under review and as such no amount of principal or interest
on public deposits was outstanding as on the date of balance sheet.
APPROPRIATIONS:
Transfer to Reserves
The company has transferred Rs. 365,371/- to Profit and Loss account
during the Financial Year under review.
Apart from above, no amounts were transferred to the reserves.
Dividend
Due to conservation of profits, the Company has not declared any
dividend during the Financial Year under review.
CAPITAL OF THE COMPANY:
During the year under review, the Authorized Share Capital of the
Company is Rs.9,00,00,000/- (Rupees Nine Crore only) divided into 90,00,000 (Ninety Lakh)
Equity Shares of Rs. 10/- (Rupees Ten only) each.
The Issued, Subscribed and Paid up Capital of the Company as on March
31, 2022 is Rs. 8,73,38,750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven
Hundred and Fifty only) divided into 87,33,875 (Eighty Seven Lakh Thirty Three Thousand
Eight Hundred and Seventy Five) Equity Shares of Rs. 10/- (Rupees Ten only) each.
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DIRECTORS AND KMP:
Appropriate resolutions for the appointment/re-appointment of Directors
are being placed before you for your approval at the ensuing Annual General Meeting. The
brief resume of the Directors and other information have been detailed in the Notice. Your
Directors recommend their appointment/re-appointment as Directors of your Company.
In accordance with the Companies Act, 2013 read with Articles of
Association of the company the Director namely Mrs. Inturi Bramaramba (DIN: 08117184),
retires by rotation at the forthcoming Annual General Meeting and being eligible, offers
herself for re-appointment. Your Directors recommend her re-appointment at the ensuing
Annual General Meeting.
Ms. Arthi has resigned from the post of Company Secretary and
Compliance officer of your company w.e.f 31/07/2021
Mrs. Nikita Dinesh Bhatia was appointed as Company Secretary and
Compliance office of your Company w.e.f September 13, 2021.
Further apart from the above stated, there were no appointments and
resignation of Directors and KMP during the Financial Year under review.
MEETINGS:
During the year under review, the Board of Directors duly met 9 (Nine)
times on 20-05-2021, 2106-2021, 30-06-2021, 14-08-2021, 28-08-2021, 02-09-2021,
13-09-2021, 13-11-2021 and 15-022022 in respect of which meetings, proper notices were
given and the proceedings were properly recorded and signed in the Minutes Book maintained
for the purpose.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination &
Remuneration committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
BOARD EVALUATION:
Your Company believes formal evaluation of the board and of the
individual Directors, on an annual basis, is a potentially effective way to respond to the
demand for greater board accountability and effectiveness. For the Company, evaluation
provides an ongoing means for Directors to assess their individual and collective
performance and effectiveness. In addition to greater board accountability, evaluation of
board members helps in;
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to members roles and
responsibilities
d. Improved Chairman - Directors and Board relations
The evaluation process covers the following aspects:
- Self-evaluation of Directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the Non-Executive Directors to the chairman
- Feedback on management support to the board.
Pursuant to Section 178 of the Companies Act, 2013 the Nomination and
Remuneration Committee has evaluated the performance of individual directors in its duly
convened meeting.
Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with
Regulation 4(2)(f)(ii)(9) of SEBI (LODR) Regulations, 2015, the Board carried out an
annual performance evaluation of its own performance the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that he meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013, along with Rules
framed thereunder and along with the criteria of independence laid down under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances affecting their status as
Independent Directors of the Company during the Financial Year under review.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company shall through its Senior Managerial personnel familiarise
the Independent Directors with the strategy, operations and functions of the Company. The
Independent Directors will also be familiarised with their roles, rights and
responsibilities and orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get
familiarised about the Companys operations and businesses. An Interaction with the
key executives of the Company is also facilitated to make them more familiar with the
operations carried by the Company. Detailed presentations on the business of the Company
are also made to the Directors. Direct meetings with the Chairman and the Whole-time
Director are further facilitated for the new appointee to familiarize him/her about the
Company/its businesses and the group practices as the case may be.
CONSTITUTION OF COMMITTEES:
A. AUDIT COMMITTEE:
The Audit Committee of the Company is duly constituted as per Section
177 of the Companies Act, 2013.
The Committee comprises of Three (3) members and majority
of the directors are NonExecutive Independent Directors. The Committee had met four times
during the year and the necessary quorum was present for the meeting.
S. No. |
Name |
Category of Director |
Designation |
1. |
Mr. Padamkumar Jabbarchand Gandhi |
Non-Executive, Independent Director |
Chairperson |
2. |
Mr. Raja Bidhania |
Non-Executive, Independent Director |
Member |
3. |
Mr. Rajesh Gandhi |
Executive Director |
Member |
B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:
The Nomination & Remuneration Committee cum Compensation Committee
is constituted as per Section 178 of the Companies Act, 2013.
The Committee comprises of Three (3) members. During the year, the
Committee had met Two (2) times and the necessary quorum was present at the meeting.
S. No. |
Name |
Category of Director |
Designation |
1. |
Mr. Padamkumar Jabbarchand Gandhi |
Non-Executive, Independent Director |
Chairperson |
2. |
Mr. Raja Bidhania |
Non-Executive, Independent Director |
Member |
3. |
Mrs. Inturi Bramaramba |
Non-Executive Director |
Member |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is duly constituted as per the
provisions of the Companies Act, 2013.
The Committee comprises of Three (3) members and majority
of the directors are NonExecutive Independent Directors. During the year, the Committee
had met One (1) time and the necessary quorum was present at the meeting.
S. No. |
Name |
Category of Director |
Designation |
1. |
Mr. Padamkumar Jabbarchand Gandhi |
Non-Executive, Independent Director |
Chairperson |
2. |
Mr. Raja Bidhania |
Non-Executive, Independent Director |
Member |
3. |
Mr. Rajesh Gandhi |
Executive Director |
Member |
AUDITORS:
A. STATUTORY AUDITORS:
Due to the casual vacancy caused by resignation of M/s. Mulraj D Gala,
Chartered Accountant, M/s. Sapna Toshniwal & Co. were appointed as Statutory auditors
until the conclusion of ensuing Annual General Meeting..
The Board of Directors further recommended the appointment of M7s.
Sapna Toshniwal & Co., Chartered Accountants, Hyderabad (Firm Reg. No: 05834S), as
Statutory Auditors to hold office for a period of 5 years from conclusion of this 34th
Annual General Meeting until the conclusion of 39th Annual general meeting.
Your company has received intimation to the effect that, proposed
appointment, if made would be within the prescribed limits of applicable provisions of the
Companies Act, 2013.
Further the Auditors Report is unmodified i.e. it does not
contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed
with the financial statements in this annual report.
The Auditors Report does not contain any qualification.
Auditors observations are suitably explained in notes to the Accounts and are
self-explanatory.
Details in Respect of Fraud reported by Auditors: During the period
under review, no fraud
reported by Statutory Auditors of the Company.
B. SECRETARIAL AUDITORS:
According to the provision of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board has appointed M/s. Piyush Gandhi & Associates, Practicing
Company Secretary as the Secretarial Auditors of the Company and Secretarial Audit Report
submitted is enclosed as Annexure to this report.
Auditors observations are suitably explained in the Secretarial
Audit Report and are selfexplanatory.
C. INTERNAL AUDITORS
M/s. V.Singhi & Associates, Chartered Accountants, performs the
duties of internal auditors of the company and their report is reviewed by the audit
committee from time to time.
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 required by the
company and hence such accounts and records are not maintained.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular
CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the
Annual Report for the top 100 listed entities based on their market capitalization on
Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at March 31, 2022.
In view of the requirements specified, the Company is not mandated for the providing the
BRR and hence do not form part of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provision w.r.t. CSR is not applicable to the Company. Therefore,
the Company has not constituted CSR committee during the year 2021-22.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments
during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arms length transactions under third proviso
thereto shall be disclosed in Form No. AOC-2 as Annexure to this
report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate
Company as on March 31, 2022.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND
COMPANYS OPERATION IN FUTURE:
No significant and material orders have been passed by the Regulators
or Courts or Tribunals impacting the going concern status and the Companys
operations in future.
LISTING ARRANGEMENTS
Companys shares are presently listed on The Bombay Stock Exchange
Limited & other details are listed below.
Stock Exchange Name |
The Bombay Stock Exchange Limited |
Scrip Code |
540267 |
Scrip ID |
Flora Corporation Limited |
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company
to proactively take care of the internal and external risks of the Company and ensures
smooth business operations.
The Companys risk management policy ensures that all its material
risk exposures are properly covered, all compliance risks are covered and the
Companys business growth and financial stability are assured. Board of Directors
decide the policies and ensure their implementation to ensure protection of Company from
any type of risks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:
A. CONSERVATION OFENERGY:
Your Companys operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
(i) |
the steps taken or impact on conservation
of energy |
NIL |
(ii) |
the steps taken by the company for
utilizing alternate sources of energy |
NIL |
(iii) |
the capital investment on energy
conservation equipments |
NIL |
B. TECHNOLOGYABSORPTION:
(i) |
the efforts made towards technology absorption |
NIL |
(ii) |
the benefits derived like product improvement, cost
reduction, product development or import substitution |
NIL |
(iii) |
in case of imported technology (imported during the last
three years reckoned from the beginning of the Financial Year)- |
NIL |
|
(a) the details of Technology imported |
NIL |
|
(b) the year of Import; |
NIL |
|
(c) whether the technology been fully absorbed |
NIL |
|
(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
NIL |
(iv) |
the expenditure incurred on Research and Development |
NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings |
: NIL |
Foreign Exchange Outgo |
: NIL |
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return of the Company in Form No. MGT-9 pursuant
to Section 134(3) of
the Companies Act, 2013 is given as an Annexure to this report and is
available on the website of the Company www.floracorp.in
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The internal Financial Controls with reference to Financial Statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the internal auditors of the
Company for inefficiency or inadequacy of such controls. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances and are meant to ensure
that all transactions are authorized, recorded and reported correctly.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 of the Companies Act, 2013
and the rules framed there under and pursuant to the applicable provision of SEBI (Listing
Obligations and disclosure Requirements) Regulations, 2015, the Company has established a
mechanism through which all stake holders can report the suspected frauds and genuine
grievances to the appropriate authority. The Whistle blower policy which has been approved
by the Board of Directors of the Company has been hosted on the website of the Company viz
www.floracorp.in
RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company
to proactively take care of the internal and external risks of the Company and ensures
smooth business operations.
CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the
compliance with the corporate governance provisions as specified in Regulations 17, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall
not apply, in respect of - the listed entity having paid up equity share capital not
exceeding Rs. 10 Crore (Rupees Ten Crore only) and networth not exceeding Rs. 25 Crore
(Rupees Twenty Five Crore only), as on the last day of the previous financial year;
i. As per the Audited Financial Statements of the Company as on
31/03/2022 (last day of previous Financial Year), the paid-up equity share capital of the
Company is Rs. 8,73,38,750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven
Hundred and Fifty only) and the networth is Rs. 4,24,35,968/- (Rupees Four Crores Twenty
Four Lakhs Thirty Five Thousand Nine Hundred and Sixty eight only).
ii. In view of the above, the Corporate Governance regulations are not
applicable to the Company.
IMPACT OF COVOD-19
The outbreak of corona virus (COVID-19) pandemic globally and in India
and with strict lockdown imposed during the Financial Year 2021-22, is causing significant
disturbance and slowdown of economic activity. The Companys operations and revenue
during the period were impacted due to COVID-19. The Company has taken into account the
possible impact of COVID-19 in preparation of financial statements. The Company has put in
place "Standard Operating Procedure" (SOP), as per the guidelines and directives
of the Ministry of Home Affairs and the Ministry of Health, to safeguard against spread of
COVID-19. The Company has organized campaigns to bring awareness amongst all employees and
workers on safeguards against COVID-19. Thermal temperature measurements at the gates,
mandatory use of face masks, hand washing and sanitizing facilities at entry and exit have
been put in place along with strict ban on non-essential visitors. Safeguards for social
distancing at work place are also being implemented. Meetings, gatherings, travelling etc.
are being avoided with focus on videoconferencing and other digital modes.
The Company ensured utmost safety of employees and business partners at
factories by following safeguard measures such as usage of masks/gloves, regular
temperature screening, setting up disinfectant tunnels, maintaining social distancing,
allowing limited workforce and regularly conducting comprehensive factory sanitization.
Your Company efficiently leveraged technology for seamless interactions.
Further the Company believes that it can manage the extreme event with
its existing financial position.
DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING
THE YEAR 2021-22
NUMBER OF COMPLAINTS |
NUMBER |
Number of complaints received from the investors comprising
non-receipt of securities sent for transfer and transmission |
NIL |
Complaints received from SEBI/Registrar of Companies/ Bombay
Stock exchange/National Stock Exchange/ SCORE and so on |
NIL |
Number of complaints resolved |
NIL |
Number of complaints not resolved to the satisfaction of the
investors as on March 31, 2022 |
NIL |
Complaints pending as on March 31, 2022 |
NIL |
Number of share transfers pending for approval as on March
31, 2022 |
NIL |
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report highlighting the industry
structure and developments, opportunities and threats, future outlook, risks and concerns
etc. is furnished separately and forms part of this report.
LISTING FEES:
The equity shares of your company are listed on BSE Limited. The
company confirms that it has paid Annual Listing Fees due to BSE for the financial year
2021-22.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) and (5) of the
Companies Act 2013, with respect to Directors Responsibility Statement, your board
of Directors to the best of their knowledge and ability confirm that:
a. In the preparation of the annual accounts for the Financial Year
ended March 31, 2022, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b. The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit or loss of the Company for the year under review;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. The Directors have prepared the accounts for the Financial Year
ended March 31, 2022 on a going concern basis;
e. The Directors laid down internal financial controls for the Company
and such internal financial controls are adequate and operating effectively; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards as issued by
ICSI (Institute of Company Secretaries of India) and notified by Central Government have
been duly followed by the Company.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration as specified
in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
RATIO OF REMUNERATION TO EACH DIRECTOR:
The details or remuneration pursuant to the provisions of Section
197(12) of the Companies Act,2013 and Rule 5(1)(2) & (3) of the Companies (
Appointment & Remuneration Rules,2014 are provided in Annexure to this report.
EVENT BASED DISCLOSURES:
Issue of Equity Share: N.A
Issue of Shares with Differential Rights: N.A
Issue of Shares under Employees Stock Option Scheme: N.A
Disclosure on Purchase by Company or giving of loans by it for purchase
of its shares: N.A Buy Back of shares: N.A
Disclosure about revision: N.A Change of Name: N.A Preferential
Allotment of Share: N.A
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most
important assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. Your Company thrust is on the promotion of
talent internally through job rotation and job enlargement
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The provision relating to constitution of
Internal Complaints Committee is not applicable to the Company
The following is a summary of sexual harassment complaints received and
disposed off during the year 2021-22:
No. of complaints received: - NIL
No. of complaints disposed off: - NIL
DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
The company has neither made any application nor is any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The above clause is not applicable to the company as the company has
not taken any loan from Banks or Financial Institutions during the year under review.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth and prosperity
of your Company.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and shareholders, of the
Company for their continued support.
|
|
For and on behalf of the Board |
|
|
Flora Corporation Limited |
Place: Hyderabad |
Sd/- Rajesh Gandhi Whole-Time Director/CFO
DIN:02120813 |
Sd/- Inturi Bramaramba |
Date: 29.08.2022 |
|
Director DIN:08117184 |
|