To,
The Members of
ICL Organic Dairy Products Limited
Your Directors have pleasure in presenting their 09th Directors Report
on the business and operations of ICL Organic Dairy Products Limited (The Company)
together with the Audited Financial Statements of Accounts of the Company for the
Financial Year ended March 31, 2022.
1. FINANCIAL RESULTS:
The standalone financial performance of the Company for the financial year ended March
31, 2022 is summarized below:
Particulars |
2021-22 |
2020-21 |
Revenue from operations |
35,212,710 |
36,199,604 |
Other Income |
0.00 |
0.00 |
Total Income |
35,212,710 |
36,199,604 |
Total Expenditure |
34,282,303 |
34,791,084 |
(including change in inventories) |
|
|
Profit Before Tax |
930,407 |
1 |
Less: Tax expense / Deferred Tax expense |
241,906 |
3 |
Profit/(Loss) after Tax |
688,501 |
1 |
Earnings per equity shares in Rs. |
0.11 |
0.31 |
2. SHARE CAPITAL:
The Authorised Share Capital of the Company stands at Rs. 11,00,00,000/- divided into
110,00,000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs.
60016960 /- divided into 6001696 Equity Shares of Rs. 10/- each. There were no changes in
the share capital recorded in the said financial year.
A. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure
is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of sweat equity shares
The Company has not issued sweat equity shares, so no disclosure is required as per
Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of employee stock options
The Company has not issued employee stock options, so no disclosure is required as per
Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by
trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by
the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of
the Companies (Share Capital and Debentures) Rules 2014.
4. DEPOSITS:
Your Company has not accepted any deposits from the public during the year under
review.
5. DIVIDEND:
The Board of Directors did not recommend any dividend for the year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
(ii) AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES: We do not propose to
transfer any amount to general reserve. (iii) CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the reporting period, there is no change in the nature of business of the
Company.
(iv) REVISION OF FINANCIAL STATEMENT, IF ANY:
There was no revision in the financial statements of the Company.
(v) DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following
Directors on its Board:
S. No Name of Director |
Designation |
DIN |
Date of Appointment |
Date of Resignation |
1 Mr. Anil Kumar Sahu |
Director / CFO |
08578841 0 |
4/10/2019 |
|
2 Mr. Roop Kishore Gola |
Director |
0 2456413 |
21/02/2013 |
|
3 Mr. Avadhesh Kumar Gola |
Director |
0 3551615 |
2 |
1/02/2013 |
4 Mrs. Sumita |
Director |
0 8430851 |
1 |
2/10/2019 |
5 Ajay Kumar Kashyap |
Independent Director |
08578354 0 |
4/10/2019 |
|
6 Mr. Manoj Kumar |
Director |
08578366 Independent0 |
4/10/2019 |
|
7 Ms. Neha Mittal |
Company Secretary |
EBYPM3786J 2 |
0/04/2019 |
05/05/2022 |
8 Mr. Raju Kharol |
Company Secretary |
FVAPK2814J 2 |
5/05/2022 |
1 9/09/2022 |
9 Ms. Neha Mehta |
Company Secretary |
CEPPB6120R 1 |
9/09/2022 |
|
A. Following were Changes in Directors:
No Change in Directors.
B. Chief Financial Officer
During the period under review, there is no change in the Chief Financial officer of
the Company
C. Company Secretary & Compliance Officer
During the reporting period, Ms. Neha Mittal has been resigned from the post of Company
Secretary & Compliance Officer as on 05th May, 2022. Mr. Raju Kharol has
been appointed as Company Secretary & Compliance Officer on 25th May, 2022
& has been resigned on 19th September. Ms. Neha Mehta has been appointed as
Company Secretary & Compliance Officer on 19th September, 2022.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year under review 04(Four) meetings of the Board of Directors were
held. The dates on which the said meetings were held:
30th June, 2021. 04th September, 2021. 10th November,
2021. 14th January, 2022.
The intervening gap between any two Meetings was within the period prescribed under the
SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
A. Audit Committee
The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
As on the date of the report, the Committee comprises of:
Mrs. Sumita |
(Chairman, Director) |
Mr. Ajay Kumar Kashyap |
(Member, Independent Director) |
Mr. Manoj Kumar |
(Member, Independent Director) |
The terms of reference of the Audit Committee inter alia include overseeing the
financial reporting process, reviewing the financial statements and recommending the a
ppointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Four Audit Committee Meetings were held: 30th June, 2021. 04th
September, 2021. 10th November, 2021. 14th January, 2022.
B. Nomination and Remuneration Committee
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Committees scope of work
includes nominate the directors as per their qualifications, experience and positive
attributes, deciding on remuneration and policy matters related to remunerations of
Directors and laying guidelines for remuneration package or compensation etc.
As on the date of the report, the Committee comprises of:
Mrs. Sumita |
(Chairman, Director) |
Mr. Ajay Kumar Kashyap |
(Member, Independent Director) |
Mr. Manoj Kumar |
(Member, Independent Director) |
During the year Two Nomination and Remuneration Meeting was held. 1. 04th
September, 2021, 2. 11th January, 2022.
C. Stakeholders Relationship Committee
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.
The Committee comprises of:
Mrs. Sumita |
(Chairman, Director) |
Mr. Ajay Kumar Kashyap |
(Member, Independent Director) |
Mr. Manoj Kumar |
(Member, Independent Director) |
The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.
During the year One (10.11.2021) Stakeholders Relationship Committee Meetings were
held.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and
Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors
and employees. The company believes in honesty, integrity, ethics, transparency and good
conduct in its professional environment and provides such kind of environment to its
employees and directors and always encourages its team to follow such standards in their
activities. The directors, employees and other team members are free to report on the
issues which require genuine concern. An Audit Committee of the Board of directors has the
responsibility to review the functioning of vigil mechanism and the same has been
performed by the committee periodically.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
During the period under review, there is no material changes and Commitments affecting
Financial position of the Company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS M ADE U/S 1 8 6 OF THE
COMPANIES ACT, 2013:
Particulars of loan given, investment made, guarantees given and security provided
under section186 of the Companies Act, 2013, if any, are provided in the notes of
financial statement.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5) (e) of the Companies Act, 2013, the term Internal
Financial Control (IFC) means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to the
companys policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the
Statutory Auditors.
15. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibility are not applicable on the Company.
Therefore, Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.
16. CORPORATE GOVERNANCE:
Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence,
report on Corporate Governance is not annexed.
17. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
18. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing
Regulations).
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the 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
addition, the chairman was also evaluated on the key aspects of his role.
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. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which 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.
The Board evaluated the performance of Independent Directors and Individual Directors
considering various parameters such as their familiarity with the Company's vision,
policies, values, code of conduct, their attendance at Board and Committee Meetings,
whether they participate in the meetings constructively by providing inputs and provide
suggestions to the Management/Board in areas of domain expertise , whether they seek
clarifications by raising appropriate issues on the presentations made by the
Management/reports placed before the Board, practice confidentiality, etc. It was observed
that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.
19 . STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under Section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2x014 is given in Annexure III to
this Report.
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this report.
20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies
Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at
(Annexure II).
21. POLICIES
Company has the following policies:
Policy on Preservation of Documents and Archives Management as per Regulation 9 and
30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Policy for Disclosure of events/ information and Determination of materiality as per
Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Policy for determining material subsidiary as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particular of contracts or arrangements made with related parties pursuant to
Section 188(1) is furnished in (AOC-2) and the same is attached to this report. (Annexure
I).
23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2021-22, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (CA) of the Companies Act, 2013.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the reporting period, the Company does not have any Subsidiary, Joint Venture or
Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating
to preparation of consolidated financial statements are not applicable.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report
to the management about the unethical behavior, fraud or violation of Companys code
of conduct. The mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for direct access to
the chairman of the Audit Committee in exceptional cases.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and companys operations in
future.
27. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
(a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2022 the applicable accounting standards had been followed along with proper
explanation relating to material departures; (b) That 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 review;
(c) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) That the directors had prepared the annual accounts for the financial year ended 31st
March,2022 on a going concern basis;
(e) That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
(f) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
28. AUDITORS & AUDITORS REPORT:
a) Statutory Auditor:
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame
thereunder M/s Saroj Kumar & Jha., Chartered Accountants (Firm Registration No.
016303N) was appointed as Auditor of the Company.
Auditors Report
The Auditors Report for financial year ended March 31, 2022, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors Report and Notes forming part of the Financial Statements are
self-explanatory and do not call for any further comments and also, there is no incident
of fraud requiring reporting by the auditors under section 143(12) of the Companies Act,
2013 during the year. The Auditors report is enclosed with the financial statements
in this Auditors Report.
b) Secretarial Auditor:
Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed M/s
Sarita Singh & Associates, Practicing Company Secretaries, as its Secretarial Auditors
to conduct the secretarial audit of the Company for 2021-22. The Secretarial Audit Report
for financial year 2021-22 issued by M/s. Sarita Singh & Associates, (Ms. Sarita
Singh) Practicing Company Secretaries has been appended as Annexure IV to this Report.
Comments of Auditor and Explanation of Board are as under: - Secretarial Auditor Report
is annexed herewith as Annexure A c) Cost auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
29. EXTRACT OF THE ANNUAL RETURN
The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration) Rules, 2014 is available on the website
of the Company at www. icldairy.co.in.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report
as Annexure V.
31. CODE OF CONDUCT:
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
32. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors and 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. All Board Directors and the designated employees have
confirmed compliance with the Code.
33. RISK MANAGEMENT POLICY:
The Company has in place to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. These are discussed at the
meetings of the Audit Committee and the Board of Directors of the Company. The Company's
internal control systems are commensurate with the nature of its business and the size and
complexity.
34. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTERSE
None of the Directors are related to each other
35. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as and when they are made mandatory.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2 016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
39 . 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 REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial
year.
40. CAUTIONARY NOTE
The statements forming part of the Boards Report may contain certain forward
looking remarks within the meaning of applicable securities laws and regulations. Many
factors could cause the actual results, performances or achievements of the Company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
41. STATEMENT ON OTHER COMPLIANCES
Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the reporting
period:
a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity
shares with differential voting rights as to dividend, voting or otherwise; c. Issue of
shares (including sweat equity shares) to employees of the Company. d. Neither the
Managing Director nor any of the Whole-time Directors of the Company receive any
remuneration or commission.;
42. WEBSITE OF THE COMPANY:
Your Company maintains a website www. icldairy.co.in where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
ACKNOWLEDGEMENT:
|
By Order of the Board of Directors |
|
|
For ICL Organic Dairy Products Limited |
|
|
Sd/- |
Sd/- |
Date : 08.12.2022 |
Roop Kishore Gola |
Avadhesh Kuamar Gola |
Place : Uttar Pradesh |
Director |
Director |
|
DIN: 02456413 |
DIN: 03551615 |
|