To The Members,
Your Directors have pleasure in submitting the 11th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2023.
SUMMARY OF FINANCIAL RESULTS
The summarized financial performance of the Company for the year under review as
compared with previous year's figures are given hereunder:
|
|
(Rs. in Lakhs) |
| PARTICULARS |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Net Sales / Income from Business Operations |
90,534.10 |
26,764.31 |
| Other Income |
32.01 |
13.99 |
| Total Income |
90,566.11 |
26,778.31 |
| Total Expenditure |
89,074.40 |
25,981.58 |
| Profit/(Loss) Before Tax |
1,491.71 |
796.73 |
| Less: Tax Expenses |
378.34 |
196.43 |
| Profit/(Loss) After Tax |
1,113.37 |
600.29 |
| Basic & Diluted Earnings per Equity Share |
6.94 |
3.74 |
OPERATIONAL REVIEW
Gross revenues for this financial year stood at Rs. 90,566.11 Lakhs as against Rs.
26,778.31 Lakhs in the previous year. After providing for depreciation and taxation the
net profit of the Company for the year under review was placed at Rs. 1,113.37 Lakhs as
compared to the net profit of Rs. 600.29 Lakhs incurred during the previous year
registering a growth of 85.47%. The Earnings Per Share (EPS) stood at Rs. 6.94 (face value
of Rs. 10/- each) for the financial year ended 31st March, 2023. Company has
delivered a robust performance both in terms of profitability and turnover driven by a
strong focus on operational efficiency and market diversification.
DIVIDEND
No Dividend was declared for the current financial year due to conservation of Profits
incurred by the Company. The provisions of Section 125(2) of the Companies Act, 2013
relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund do
not apply as there was no dividend declared and paid by the Company.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company are
given in the notes to the financial statements.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, it
is not required to furnish information in respect of outstanding deposits under non-
banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts)
Rules, 2014.
DEBENTURES
During the financial year under review, the Company has not issued or allotted any
Debentures and does not have any outstanding Debentures
SHARE CAPITAL
The paid-up equity capital as on March 31, 2023 was Rs. 16,05,12,000. No Bonus Shares
were issued neither company bought back any of its securities during the year under
review. The company has not issued any shares with differential voting rights nor granted
stock options nor sweat equity shares. As on March 31, 2023, none of the Directors of the
Company hold instruments convertible into equity shares of the Company. The Company has
paid Listing Fees for the financial year 2023-24 to BSE Limited, where its equity shares
are listed.
EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form
– MGT 9 is furnished in Annexure – A and is attached to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review. However, the Board
has adopted this Policy in terms of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Regulations) to ensure that all Related Party Transactions shall be subject to
this policy and approval or ratification in accordance with Applicable Law. This Policy
contains the policies and procedures governing the review, determination of materiality,
approval and reporting of such Related Party Transactions. The Policy on Related Party
Transactions is uploaded in the Company's website www.northernspirits.co.in
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization.
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis. At present the
Company has not identified any element of risk which may threaten the business or
existence of the Company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "Code of
Conduct for Board of Directors & Senior Management Personnel". The Code has been
posted on the Company's website www.northernspirits.co.in The Code lays down the standard
procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code. All Management Staff were given appropriate training in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or outflow during the year under review.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions have become applicable to your Company during this financial year. Company has
constituted a Corporate Social Responsibility Committee on May 25, 2022. The CSR Policy
and the Annual Report on CSR have been annexed to the Directors Report as Annexure - B and
Annexure – C respectively.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
on the date of this report.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL
RIGHTS The Company has not issued any Sweat Equity Shares or Equity Shares with
Differential Rights during the financial year.
INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. There
were no cases of sexual harassment of woman at work place (Prevention, Prohibition and
Redressal) Act, 2013. Also, there are no instances of child labour/ forced labour/
involuntary labour and discriminatory employment during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its Responsibility Statement:- a) In the preparation of the annual
accounts, the applicable accounting standards had been followed and there are no material
departures; b) The directors had 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 at the end of the
financial year and of the profit and loss of the company for that period; c) The directors
had taken proper and sufficient 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; d) The directors had prepared
the annual accounts on a going concern basis; e) The directors had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and operating efficiently. Internal financial control means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. f) The
directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure - D and is attached to this report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held Twelve (12) Board Meetings during the financial year under review.
Detailed information is given in the Corporate Governance Report.
BOARD COMMITTEES
Details of Audit Committee, Nomination & Remuneration Committee and Stakeholders'
Relationship Committee have been disclosed under Corporate Governance Report.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations were accepted and
implemented by the Board.
PREVENTION OF INSIDER TRADING
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 employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. The Code has been posted on the Company's website
www.northernspirits.co.in All Board of Directors and the designated employees have
confirmed compliance with the Code.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board comprises of seven Directors of which three are Independent. Pursuant to
provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the
Company Mrs. Roshni Bakshi (DIN: 08090225) will retire by rotation at the ensuing AGM of
the Company and being eligible, offers herself for re-appointment.
In terms of the provisions of Section 149, 152 of the Companies Act, 2013 which came
into effect from 1st April, 2014, Schedule IV and other applicable provisions,
if any, read with Companies (Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors can hold office for a term of up to five (5) consecutive years on
the Board of Directors of the Company and are not liable to retire by rotation. All
Independent Directors of the Company have submitted a declaration that each of them meets
the criteria of Independence as provided in Section 149(6) of the Act and there has been
no change in the circumstances which may affect their status as Independent Director
during the year.
The following are the Key Managerial Personnel of the Company:
| Sr. No. Name |
DIN/PAN |
Designation |
| 1. Ankush Bakshi |
02547254 |
Managing Director |
| 2. Anuj Bakshi |
02500120 |
Executive Director & Chief Financial Officer |
| 3. Amit Kumar* |
BQCPK1315B |
Chief Financial Officer |
| 4. Abhijeet Prasad# |
CLEPP6637H |
Company Secretary |
* Mr. Amit Kumar, Chief Financial Officer of the Company has resigned w.e.f. May 05,
2022.
# Mr. Abhijeet Prasad was appointed as a Company Secretary and Compliance Officer of
the Company on 26.04.2022 and he has resigned from the post w.e.f. 31.03.2023
None of the Directors of your Company is disqualified under the provisions of Section
164(2)(a) & (b) of the Companies Act, 2013 and a certificate dated August 17, 2023
received from Mrs. Puja Pujari, Company Secretary in Practice certifying that none of the
directors on the board of the company have been debarred or disqualified from being
appointed or continuing as directors of the Company by SEBI/Ministry of Corporate Affairs
or any such statutory authority is annexed to the Corporate Governance Report.
PARTICULARS OF MANAGERIAL REMUNERATION
Pursuant Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, detailed statement is attached as
Annexure-E.
There is no employee whose remuneration exceeds the limits prescribed under Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
REMUNERATION OF DIRECTORS
The details regarding remuneration to Directors are shown separately in MGT-9 attached
as Annexure - A which forms part of the Directors Report.
DISCLOSURE OF COMPOSITION VIGIL MECHANISM POLICY
The Company has established a vigil mechanism and oversees through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees and the Company.
The policy on vigil mechanism is attached with this report as Annexure F and is also
available on the website of the company i.e. www.northernspirits.co.in
DETAILS OF COMPOSITION OF COMMITTEES
(i) Audit Committee
The Audit Committee of the Company as on the date of this report is constituted of
following Directors:
| Names |
Designation |
Category |
| Mr. Sathvik Jain |
Chairperson |
Independent |
| Mr. Rahul Gupta* |
Member |
Independent |
| Mrs. Malti Jaiswal* |
Member |
Independent |
| Mr. Ankush Bakshi |
Member |
Independent |
* Since Mr. Rahul Gupta, Independent Director has resigned from the Company his
position as Member of the Audit Committee also relinquished w.e.f. February 13, 2023. The
Audit Committee has been reconstituted on February 13, 2023 by appointment of Mrs. Malti
Jaiswal as an Independent Director of the Company and as a Member of the Committee.
(ii) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company as on the date of this report
is constituted of following Directors:
| Names |
Designation |
Category |
| Mr. Jagjit Singh Kochar |
Chairperson |
Independent |
| Mrs. Malti Jaiswal* |
Member |
Independent |
| Mr. Sathvik Jain |
Member |
Independent |
* Since Mr. Rahul Gupta, Independent Director has resigned from the Company his
position as Member of the Nomination and Remuneration Committee also relinquished w.e.f.
February 13, 2023. The Nomination and Remuneration Committee has been re-constituted on
February 13, 2023 by appointment of Mrs. Malti Jaiswal as an Independent Director of the
Company and as a Member of the Committee.
(iii) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company as on the date of this report is
constituted of following Directors:
| Names |
Designation |
Category |
| Mrs. Malti Jaiswal* |
Chairperson |
Independent |
| Mr. Jagjit Singh Kochar |
Member |
Independent |
| Mr. Sathvik Jain |
Member |
Independent |
* Since Mr. Rahul Gupta, Independent Director has resigned from the Company his
position as Chairperson of the Stakeholders Relationship Committee also relinquished
w.e.f. February 13, 2023. The Stakeholders Relationship Committee has been re-constituted
on February 13, 2023 by appointment of Mrs. Malti Jaiswal as an Independent Director of
the Company and as a Chairperson of the Committee.
(iv) Corporate Social Responsibility Committee
The Corporate Social Responsibilty Committee of the Company has been constituted on May
25, 2022 and consists of following Directors:
| Names |
Designation |
Category |
| Mr. Sathvik Jain |
Chairperson |
Independent |
| Mrs. Kanika Bakshi |
Member |
Executive |
| Mrs. Roshni Bakshi |
Member |
Executive |
BOARD EVALUATION
During the financial year, formal annual evaluation of the Board, its committees and
individual Directors was carried out pursuant to the Board Performance Evaluation Policy
of the Company.
The criteria for the performance evaluation of the Board of Directors includes aspects
such as its composition and structure, and the effectiveness of its processes, information
flow and functioning. The criteria for the performance evaluation of individual Directors
includes aspects, such as the Director's contribution to the Board of Directors and
Committee meetings, including preparation on the issues to be discussed as well as
meaningful and constructive contribution and inputs during meetings. In addition, the
Chairperson is evaluated on the key aspects of his role.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings etc. The Board and the Nomination and Remuneration
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.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, Independent
Directors had a separate meeting on March 31, 2023 without the attendance of
Non-Independent Directors and Members of management. All the Independent Directors were
present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to
the Act were carried out at the said meeting.
STATUTORY AUDITORS
Pursuant to Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder,
M/s JKSS & Associates (Formerly J.K. Sarawgi & Company), Chartered Accountants
(ICAI Firm Registration No. 006836C) were re-appointed as Statutory Auditors for a second
term of 5 consecutive years from the conclusion of 11th Annual General Meeting
until the conclusion of the 16th Annual General Meeting.
SECRETARIAL AUDIT REPORT
Mrs. Puja Pujari, Practicing Company Secretary, having office at 2, Nawab lane, Kolkata
- 700001 has been appointed as Secretarial Auditors of the Company for financial year
ended 31st March, 2023. The Secretarial Audit Report received from the
Secretarial Auditor is annexed to this report marked as Annexure – G and forms part
of this report.
COST AUDIT
As per directives of the Central Government and in pursuance to the provisions of
Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is
not required to carry out an audit of cost accounts.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Certain observations made in the Secretarial Audit Report with regard to few lapses
under the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The However, the Company would
ensure in future that all the provisions are complied to the fullest extent.
FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the SME platform of BSE Limited, Mumbai.
The Listing Fee has been paid to the Stock Exchanges for the FY 2023-24. The ISIN No. of
the Company is INE01BL01012.
Company at the board meeting held on March 18, 2023 has proposed to seek approval of
the members through Postal Ballot for migration of equity shares of the Company from SME
platform to Main Board of BSE Limited as well as Listing of equity shares of the Company
on the Main Board of National Stock Exchange of India Limited. The same has been approved
by the members of the Company by requisite majority at the Postal Ballot voting results
published by the Company April 29, 2023. The migration and listing process is already
underway and shall be completed during the FY 2023-24.
TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE
SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 and
SEBI/LAD-NRO/GN/2018/49 dated 30th November 2018 read with BSE circular no.
LIST/COMP/15/2018-19 dated 5th July 2018 and NSE circular no. NSE/CML/2018/26 dated 9th
July 2018 directed that transfer of securities would be carried out in dematerialised form
only with effect from 1st April 2019, except in case of transmission or transposition of
securities. Securities of the listed companies can be transferred (except in case of
transmission or transposition) only in the dematerialized form. In view of the above and
to avail the benefits of dematerialisation, Members are requested to consider
dematerialising shares held by them in physical form.
In case any of the Shareholders have any queries or need any assistance in this regard,
please contact;
| NORTHERN SPIRITS LIMITED |
Registrar & Share Transfer Agent |
| Registered Office Address: |
Maheshwari Datamatics Pvt Ltd |
| 5A, Woodburn Park Road, |
23, R.N Mukherjee Road, 5th Floor |
| Woodburn Central, Unit-603, 6th Floor, |
Kolkata- 700 001 West Bengal |
| Kolkata- 700020, West Bengal |
Tel.: (033) 2248 2248, |
| Tel: 033-35446094 |
Fax: (033) 2248 2248 |
| E-mail: info@northernspirit.in |
Email id: accounts@mdpl.in/mdpldc@yahoo.com Website: www.mdplin.in |
| Website: www.northernspirits.co.in |
|
CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence it
complies with the Corporate Governance requirements. The Corporate Governance Report as
per Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding
compliance of conditions of Corporate Governance are annexed and forms part of the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of management
perception, risks and concerns, internal control systems are annexed and forms part of the
Annual Report and is annexed to the report as Annexure – H.
ACKNOWLEDGEMENTS
Your Directors would like to express their gratitude for the assistance and
co-operation received from its bankers, financial institutions, Government Authorities,
business associates, stakeholders and members during the year under review. Your Directors
also appreciate the dedicated and committed services rendered by the employees at all
levels for the growth of the Company. Your Directors also wish to place on record their
deep sense of acknowledgement to the esteemed shareholders for their continued support and
encouragement for the Company.
|
For and on Behalf of the Board of Directors |
|
s/d- |
|
Ankush Bakshi |
| Place: Kolkata |
Managing Director |
| Date: May 30, 2023 |
DIN: 02547254 |
|