To,
The Members,
Your Directors take pleasure in presenting their Ninth Annual Report on the Business
and Operations of the Company and the Accounts for the Financial Year ended 31st March,
2022.
1.FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of standalone financial highlights for the financial year ended March 31,
2022 and the previous financial year ended March 31, 2021 is given below:
Amount fRs. In lakhsl
| Particulars |
2021-22 |
2020-21 |
| Total revenue for the year |
0.04 |
97.78 |
| Profit before depreciation, exceptional Items & Taxes |
(58.98) |
(296.81) |
| Depreciation for the year |
7.55 |
13.43 |
| Profit before exceptional items |
(66.53) |
(310.24) |
| Exceptional items |
0.36 |
(47.40) |
| Profit/(loss) before tax |
(66.17) |
(357.64) |
| Tax for the year (including deferred tax - net) |
|
|
| Net profit / (loss) |
(66.17) |
(357.64) |
FINANCIAL PERFORMANCE:
The Members of the Company are hereby informed that the Company suffered heavy cash
burn due to Lock Down and entire team was asked to leave on November 30, 2020.
Company suffered severe jolt from the Resignation of its Founder Promoter and MD on
31.01.2021.
Post that Mr. Manish Turakhia along with the Directors were left alone to rebuilt the
operations or close down the company. Upon the wise counsel of the investors, new team was
to be build & inculcated, the Beverage Industry Nuance (Production, Distribution,
Marketing) had to be understood from grass root level, the Bottling Partners & Vendors
needed to be taken in confidence. Almost entire year went to reconnect the scattered dots.
Accordingly, few Business Planning were mulled and implemented later -
1. Production to be carried out at multiple location so as to distribute final product
in the radius of 300km of Plant location.
2. All variants have to be produced in day wise schedule.
3. Products to be supplied in Truck Load with all the variant in each truck straight to
the Distributors (This practice does away with Central Warehouse, multiple Loading &
Unloading and Damages/Shortages as Central Warehouse.)
4. We adopted policy of Only Sales without Sales Support.
5. Doing away with Sale or Return Policy. Products once SOLD to Distributors will be
their property and they will have to sell to Retailers. (Only Manufacturing Defects will
be replaced but unsold inventory will not be replaced.)
6. To do away large with Sales Force at Retail level to take orders. This has to be
achieved via implementation of Valencia WebApp looping Super Stockist, Distributors &
Retailer.
The total Income of the Company stood at Rs. 0.04 lakhs for the year ended March 31,
2022 as against Rs. 97.78 lakhs in the previous year. The Company incurred a Net loss for
the year ended March 31, 2022 Rs. 66.17 lakhs as compared to the Net loss of Rs. 357.64
lakhs in the previous year.
1. DIVIDEND:
As the Company incurred a net loss during the year, your Directors do not propose any
dividends for the Financial Year ending 31st of March, 2022.
2. TRANSFER TO RESERVE:
The Company has not transferred any amount to Reserves during the year.
3. UNPAID DIVIDEND & IEPF:
The Company was not required to transfer any amount to the Investor Education &
Protection Fund (IEPF).
4.STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others for the period
under review, is given in the Management Discussion and Analysis Report which is annexed
to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
5.DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a)Composition & Constitution of Board of Directors:
The Board of Directors as on date of this Report comprises of following Directors:
| Sr. Name No. |
DIN/ PAN |
Designation |
| 1. Mr. Stavan Ajmera |
08112696 |
Chairman, NonExecutive Director |
| 2. Mr. Manish Turakhia |
02265579 |
Non-Executive Director |
| 3. Mr. Jay Shah* |
09072405 |
Executive-Whole time Director |
| 4. Mr. Eshanya Guppta4* |
01727743 |
Non-Executive Independent Director |
| 5. Mr. Jaimin Patwa |
08613495 |
Non-Executive Independent Director |
| 6. Ms. Prabhha Shankarran |
07906258 |
Executive Director |
*Mr. Jay Shah (DIN: 09072405) was appointed as Whole time Director effective from
September 1, 2021.
**Mr. Eshanya Guppta has been appointed as an Independent Director effective from May
31, 2021.
During the year under review, Mr. Haresh Sanghvi (DIN: 00006301) resigned from the post
of Non-Executive Director with effect from May 31, 2021.
a) Composition & Constitution of Key Managerial Personnel:
The Key Managerial Personnel as on the date of this Report comprises of following:
| Sr. Name No. |
DIN/ PAN |
Designation |
| 1. Mr. Himanshu Pareek* |
CRKPP5901N |
Company Secretary and Compliance Officer |
| 2. Mr. Aditya Agarwal** |
APGPA7704N |
Company Secretary and Compliance Officer |
| 3. Mr. Jay Shah*** |
BJPPS6293E |
Chief Financial Officer & Whole-Time Director |
*Mr. Himanshu Pareek (PAN: CRKPP5901N) resigned as Company
Secretary and Compliance Officer of the Company effective from
May 31, 2022.
*** Mr. Aditya Agarwal (PAN:APGPA7704N) was appointed as Company Secretary and
Compliance Officer of the Company effective from June 08, 2022.
***Mr. Jay Shah having (PAN: BJPPS6293E/DIN:09072405) was appointed as a Chief
Financial Officer (CFO) effective from March 01, 2021 and Whole-Time Director effective
from September 1, 2021.
i.Committees of Board of Directors
The Board as on the date of this Report has three Committees of Board of Directors
consisting of the following members:
a. Audit Committee
-Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director -Mr. Eshanya Gupta
-Member, Non-Executive Independent Director -Mr. Jay Shah -Member, Whole time Director
& CFO
b. Nomination and Remuneration Committee
-Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director -Mr. Eshanya Gupta
-Member, Non-Executive Independent Director -Mr. Stavan Ajmera -Member, Non-Executive
Director
c. Stakeholder's Relationship Committee
-Mr. Jaimin Patwa-Chairman, Non-Executive Independent Director -Mr. Manish Turakhia
-Member, Non-Executive Director -Mr. Stavan Ajmera -Member, Non-Executive Director
i.Independent Directors
Independent Directors have provided their confirmation, that they meet the criteria of
independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013. An
Independent Director shall hold office for a term up to five consecutive years on the
Board of a Company, but shall be eligible for re-appointment for the next five years on
the passing of a special resolution by the Company.
As on date of this Report, Mr. Eshanya Guppta & Mr. Jaimin Patwa are the
Independent Directors of the Company.
Familiarisation Programme for Independent Directors: The
Company has an orientationprogramme upon induction of new Directors as well as other
initiatives to update Directors on a continuous basis. The details of familiarisation
programme of independent directors are available on the Company's website at
www.valencianutrition.com.
i. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Stavan Ajmera (DIN: 08112696), Non-Executive Director of
the Company, retires by rotation and offers himself for re-appointment.
The brief profile of Mr. Stavan Ajmera, the nature of his expertise in specific
functional areas, names of the companies in which he has held Directorships, his
shareholding etc. are furnished in the "Annexure 1" to notice of the ensuing
Annual General Meeting.
ii. Key Managerial Personnel
Mr. Aditya Agarwal has been appointed as a Company Secretary and Compliance Officer of
the Company with effect from June 08, 2022 in place of Mr. Himanshu Pareek who resigned
from the office of Company Secretary and Compliance Officer effective from May 31, 2022.
Mr. Jay Shah is the Chief Financial Officer and appointed as WholeTime Director
effective from September 1, 2021.
7.MEETINGS:
During the year under review, the Board of your Company met eight (8) times. The
details of Board Meeting held and participation of Directors thereat is enumerated as
below:
| Sr. No. Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
% of Attendance |
| 1 24-05-2021 |
6 |
5 |
83.33 |
| 2 31-05-2021 |
7 |
6 |
83.33 |
| 3 05-07-2021 |
6 |
6 |
100.00 |
| 4 09-07-2021 |
6 |
6 |
100.00 |
| 5 01-09-2021 |
6 |
6 |
100.00 |
| 6 12-11-2021 |
6 |
6 |
100.00 |
| 7 03-12-2021 |
6 |
6 |
100.00 |
| 8 20-01-2022 |
6 |
6 |
100.00 |
The details of Board Meetings held from April 01, 2021 to March 31, 2022 and attendance
of each Director thereat is as follows:
| Sr. Name of the Board No. Member |
No. of Meetings entitled to attend |
No. of Meetings attended |
%0f Attendance |
| 1. Mr. Haresh Sanghvi |
2 |
0 |
0 |
| 2. Mr. Stavan Ajmera |
8 |
8 |
100 |
| 3. Mr. Manish Turakhia |
8 |
8 |
100 |
| 4. Mr. Jay Shah |
8 |
8 |
100 |
| 5. Mr. Jaimin Patwa |
B |
8 |
100 |
| 6. Ms. Prabhha Shankarran |
8 |
8 |
100 |
| 7. Mr. Eshanya Guppta |
7 |
7 |
100 |
8.AUDIT COMMITTEE:
During the year under review, the Audit Committee comprised of Mr. Jaimin Patwa, Mr.
Manish Turakhia and Mr. Haresh Sanghvi and as on May 31, 2021 it was re-constituted as Mr.
Turakhia and Mr. Sanghvi stepped down and Mr. Eshanya Guppta and Mr. Jay Shah were added
as the members of the said Audit Committee. As on the date of this Report, Mr. Jaimin
Patwa, Mr. Eshanya Guppta and Mr. Jay Shah are the members of the Committee.
The Audit Committee met Five (5) times during the financial year ended March 31, 2022.
| Sr. Date of meeting No. |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
% of Attendance |
| 1 24-05-2021 |
3 |
3 |
100 |
| 2 09-07-2021 |
3 |
3 |
100 |
| 3 01-09-2021 |
3 |
3 |
100 |
| 4 12-11-2021 |
3 |
3 |
100 |
| 5 20-01-2022 |
3 |
3 |
100 |
The details of Audit Committee Meetings held from April 01, 2021 to March 31, 2022 and
attendance of each Director thereat is as follows:
| Sr. Name of the Committee No. Member |
No. of Committee Meetings entitled to attend |
No, Of Meetings attended |
% of Attendance |
| 1. Mr. Haresh Sanghvi* |
1 |
1 |
100 |
| 2. Mr. Manish Turakhia* |
1 |
1 |
100 |
| 3. Mr. Jalmin Patwa |
5 |
\ S |
100 |
| 4. Mr. Jay Shah |
4 |
4 |
100 |
| 5. Mr. Eshanya Gupta |
4 |
4 |
100 |
*Stepped down effective from May 31, 2022
The Committee is governed by a terms of reference, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
our Company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to our Board for approval, with particular reference to:
(a) Matters required to be included in the Director's Responsibility Statement, to be
included in our Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act;
(a) Changes, if any, in accounting policies and practices and reasons for the same;
(b) Major accounting entries involving estimates based on the exercise of judgment by
management;
(c) Significant adjustments made in the financial statements arising out of audit
findings;
(d) Compliance with listing and other legal requirements relating to financial
statements;
(e) Disclosure of any related party transactions; and
(f) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission
to our Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to our Board
to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
8. Approval of any subsequent modification of transactions of our Company with related
parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of our Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up
thereon;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to our Board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post- audit discussion to ascertain any area of concern;
17. Looking into the reasons for substantial defaults in the payment to depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors;
18. Reviewing the functioning of the Whistle Blower Mechanism;
19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.]
22. To consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
23. Carrying out any other function as may be mentioned in the terms of reference of
the Audit Committee.
All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
The Company Secretary acts as the Secretary to the Committee.
9.NOMINATION AND REMUNERATION COMMITTEE:
During the year under review, the Nomination and Remuneration Committee comprised of
Mr. Jaimin Patwa, Mr. Manish Turakhia and Mr. Haresh Sanghvi and as on May 31, 2021 it was
re-constituted as Mr. Turakhia and Mr. Sanghvi stepped down and Mr. Eshanya Guppta and Mr.
Stavan Ajmera were added as the members of the said Committee. As on the date of this
Report, Mr. Jaimin Patwa, Mr. Eshanya Guppta and Mr. Stavan Ajmera are the members of the
Committee.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
During the year, the committee met two (2) times with full attendance of all the
members with full attendance of all the members. The composition of the Nomination and
Remuneration Committee as of March 31, 2022 and details of the Members participation at
the Meetings of the Committee are as under:
| S.N Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
%of Attendance |
| 1 31-05-2021 |
3 |
3 |
100 |
| 2 01-09-2021 |
3 |
3 |
100 |
(The details of Nomination and Remuneration Committee Meetings held from April 01, 2021
to March 31, 2022 and attendance of each Director thereat is as follows:
| Sr. Name of the Committee No. Member |
No. of Committee Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
| 1 Mr. Haresh Sanghvi* |
1 |
1 |
100 |
| 2 Mr. Manish Turakhia* |
1 |
1 |
100 |
| 3 Mr. Jaimin Patwa |
2 |
2 |
100 |
| 4. Mr. Eshanya Guppta |
1 |
1 |
100 |
| 5. Mr. Stavan Ajmera |
1 |
1 |
100 |
*Stepped down effective from May 31, 2022
The terms of reference of the Committee inter alia, include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to our Board a policy relating to the
remuneration of the Directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of independent Directors and our Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to our Board
their appointment and removal;
5. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
6. Recommend to the board, all remuneration, in whatever form, payable to senior
management.
^.STAKEHOLDERS' RELATIONSHIP COMMITTEE:
During the year under review, the Stakeholders' Relationship Committee, as per Section
178 (5) of Companies Act, 2013, is under Chairmanship of Mr. Jaimin Patwa, who was
inducted in the Committee effective from May 31, 2022 and Mr. Stavan Ajmera and Mr. Manish
Turakhia are the members of the said Committee. During the year, the committee met one (1)
time with full attendance of all the members. The composition of the Stakeholders'
Relationship Committee as at March 31, 2022 and details of the Members participation at
the Meetings of the Committee are as under:
| Sr. Date of meeting No. |
Total No. of Directors oil the Date of Meeting |
No, of Directors attended |
% of Attendance |
| 1 20-01-2022 |
3 |
3 |
100 |
The details of Stakeholders' Relationship Committee Meetings held from April 01, 2021
to March 31, 2022 and attendance of each Director thereat is as follows:
| Sr. Name of the Committee No. Member |
No. of Committee Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
| 1. Mr. Jaimin Patwa |
1 |
1 |
100 |
| 2. Mr. Stavan Ajmera |
1 |
1 |
100 |
| 3. Mr. Manish Turakhia |
1 |
1 |
100 |
The terms of reference of the Committee are:
1. Specifically look into various aspects of interest of shareholders, debenture
holders and other security holders.
2. Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
3. Review of measures taken for effective exercise of voting rights by shareholders.
4. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share T ransfer Agent.
5. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company
During the year, there were no complaints received from shareholder on SCORES. There
are no balance complaints. The Company had no share transfers pending as on March 31,
2022.
11. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the
Board, its Committees, Executive and NonExecutive Directors, Independent Directors. Based
on the same, the performance was evaluated for the financial year ended March 31, 2022. As
part of the evaluation process, the performance of NonIndependent Directors, the Chairman
and the Board was conducted by the Independent Directors. The performance evaluation of
the respective Committees and that of Independent and Non- Independent Directors was done
by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen,
strategic thinking, time commitment, and relationship with the stakeholders, corporate
governance practices, contribution of the committees to the Board in discharging its
functions etc.
The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and
Remuneration Committee (NRC). The Board also carried out the performance evaluation of all
the individual Directors including the Chairman of the Company. Additionally, NRC also
carried out the evaluation of the performance of all the individual Directors and Chairman
of the Company. The performance evaluation was carried out by way of obtaining feedback
from the Directors through a structured questionnaire prepared in accordance with the
policy adopted by the Board and after taking into consideration the Guidance Note on Board
Evaluation issued by Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed
by the Chairman of the Board and the Chairman of the NRC and then discussed the same at
the meetings of the Board and NRC respectively. The performance evaluation of the
Chairman, Wholetime Director and the Board as a whole was carried out by the Independent
Directors at their separate meeting.
12. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the
Company for the financial year ending on March 31, 2022 is available on the Company's
website https://www.valencianutrition.com.
13. REMUNERATION POLICY:
The remuneration of the Board members is based on the Company's size, its economic and
financial position, industrial trends and compensation paid by peer companies. The
compensation reflects each Board member's responsibility and performance.
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the
Company's website https://www.valencianutrition.com.
14. AUDITORS:
i. Statutory Auditors:
The Members of the Company at their Eighth Annual General Meeting held on September 28,
2021, had appointed M/s. Shah & Modi, Chartered Accountants (FRN: 112426W), as
Statutory Auditors of the Company for a period of five years till the conclusion of
thirteenth Annual General Meeting of the Company, in place of M/s. Manian and Rao,
Chartered Accountants (FRN: 001983S) who resigned effective from September 1, 2021.
The comments, if any, on financial statements referred to in the Auditors' Report are
self explanatory and do not call for any further explanations.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
No instances of fraud have been reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed
M/s. Krupa Joisar & Associates, represented by its Proprietor Ms. Krupa Joisar, a
firm of Company Secretaries in Practice (CP No. 15263), to undertake the Secretarial Audit
of the Company for the F.Y. 2021-22. The Secretarial Audit Report for F.Y. 2021-22 is
annexed herewith as "Annexure I" to the Board's Report.
Explanation to the qualifications made by Auditors in their report is explained as
under:
(a) The Company failed to approve its annual audited financial results within
prescribed timeline under Regulation 33 of SEBI (Lising Obligations and Disclosure
Requirement) Regulations, and accordingly a penalty of Rs. 53,100/- The said
non-compliance was inadvertent in nature and the said penalty was paid and was
acknowledged the same in time.
(b) The Company sold its land parcel without prior approval of the Members of the
Company under Section 180(1)(a) of the Companies Act, 2013 - The said Act was ratified by
the Members.
(c) Mr. Jaimin Patwa was appointed as an Additional Director on May 11, 2020 and his
appointment was not confirmed at the immediate annual general meeting; however the same
was confirmed by the Members of the Company on September 28, 2021 - Inadvertently missed
and the appointment was approved by the Members.
(d) The Audited Financial Results of the Company for year ended March 31, 2022 were
approved, signed by the Board and disseminated on the BSE Website on May 30, 2022 as per
Regulation 33 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), 2015 and the Independent Auditor's Report alongwith the
Annexures was signed on August 30, 2022 -
The Company has approved and signed the Audited Annual Results within 60 days from the
end of the Financial Year which is in time and hence, has complied with the provisions of
Regulation 33 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), 2015 and since there is no timeline mentioned in the Companies
Act 2013, there is no violation of the Companies Act 2013.
iii. Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other
applicable provisions if any, the Company has appointed M/s SPDS & Associates LLP on
January 20, 2022, Chartered Accountants (FRN: W100383), to undertake the internal audit of
the Company for financial year 2021-22.
iv. Cost Auditor:
Appointment of Cost Auditor is not applicable to the Company.
15. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. Affirmation is also given that no personnel has been denied access to the
audit committee.
16. 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 observed.
17. RISK ASSESSMENT AND MANAGEMENT:
The Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. The Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
18. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate companies.
19. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 &
SS-2 on Meetings of the Board of Directors and General Meetings, respectively.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy - The Operations of the Company
are not energy intensive. However, adequate measures have been initiated for conservation
of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company
shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. - Minimum technology required for
Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development
or import substitution - Nil
c) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) - Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
iii. The expenditure incurred on Research and Development- Not Applicable.
iv. Foreign Exchange earnings and outgo: NIL
21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
There were no loans, guarantees provided during the year which is falling under section
186 of the Companies Act, 2013.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions during FY22 were in the ordinary course of business and
at arm's length terms. During FY22, Audit Committee has reviewed on quarterly basis, the
related party transactions of the Company against the omnibus approval accorded by Audit
Committee.
During FY22, there were no material related party transactions including transaction
involving payments made to related party with respect to brand usage/ royalty, requiring
approval of the shareholders. Furthermore, there were no contracts/arrangements with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013.
Related party transactions during FY22, were in compliance with the Companies Act,
2013, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes
forming part of the financial statements.
23. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
24. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
The Company has shifted its registered office from Bangalore, in the state of Karnataka
to Mumbai, in the state of Maharashtra as majority of the new management belongs to Mumbai
and this would save the administrative costs of the Company to have new business avenues.
In this connection, the Company received order from Regional Director (RD), South-Eastern
region to shift the registered office dated March 11, 2022.
25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted
the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of
any complaint of sexual harassment during the year.
26. .PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable, since during the year under review none of the employees of the Company was in
receipt of remuneration in excess of the limits specified, whether employed for the whole
year or part thereof.
27. CHANGES IN NATURE OF BUSINESS
There was no change in nature of Business during the year.
28. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Section 135 of the Companies Act, 2013 is not applicable to the
Company.
29. HUMAN RESOURCES:
Your Company considers people as its biggest assets and 'Believing in People' is at the
heart of its human resource strategy. It has put concerted efforts in talent management
and succession planning practices, strong performance management and learning and training
initiatives to ensure that your Company consistently develops inspiring, strong and
credible leadership.
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution. Your Company strongly believes in fostering a culture of trust and
mutual respect in all its employees seek to ensure that business world values and
principles are understood by all and are the reference point in all people matters.
The current workforce breakdown structure has a good mix of employees at all levels.
Your Board confirms that the remuneration is as per the remuneration policy of the
Company. As on March 31, 2022, the Company had only 3 employees.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the
best of their knowledge and ability, confirm that:
i.In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures.
ii.They 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 at the end of the financial year and of the
profit/loss of the Company for that period.
i. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
ii. They have prepared the annual accounts on a going concern basis.
iii. They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively.
iv. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal and statutory
auditors and external consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the opinion that the
Company's internal financial controls were adequate and effective during the financial
year 202122.
31. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting
or otherwise 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.
32. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
33. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
34. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of nonexercising of voting rights
in respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.
25. REPORTING OF FRAUD:
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12) of the
Companies Act, 2013.
36. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute 'forward
looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
37. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
38. RELATIONSHIPS BETWEEN DIRECTORS INTER_SE:
None of the Directors is related to each other and there are no inter se relationships
between theDirectors.
39. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2022:
As on March 31, 2022, no other Director (except as mentioned below) holds any shares in
the Company. The Company has not issued any convertible instruments
| Sr. Name of the No. Directors |
Shareholding at the beginning of the year |
Shareholding at the end of the year. |
| 1. Mr. Manish Turakhia, NonExecutive Director |
2,38,329 shares (4.27%) |
2,38,329shares (4.27%) |
| 2. Ms. Prabhha Shankarran, Executive Director |
10,400 shares (0.19%) |
10,400shares (0.19%) |
| 3. Mr. Stavan Ajmera, Non Executive Director |
2,600 shares (0.05%) |
2,600 shares (0.05%) |
40. BOARD-SKILLS/EXPERTISE/COMPETENCIES:
The Board of directors based on the recommendations of the Nomination and Remuneration
Committee, identified the following core skills/expertise/competencies of Directors as
required in the context of business of the Company for its effective functioning:
| Sr. Skills/Expertise/Competencies No |
| 1 Leadership qualities |
| 2 Industry knowledge and experience |
| 3 Understanding of relevant laws, rules and regulations |
| 4 Financial Expertise |
| 5 Risk Management |
Following are the details of the skills and competence possessed by the Board of
Directors:
| S.N Name of Directors |
Leadership qualities |
Industry knowledge and experience |
Understanding of relevant laws, rules and regulations |
Financial Expertise |
Risk Management |
| 1 Mr. Stavan Ajmera |
Expert |
Expert |
Expert |
Expert |
Expert |
| 2 Mr. Manish Turakhia |
Proficient |
Expert |
Proficient |
Expert |
Proficient |
| 3 Mr. Jay Shah |
Expert |
Expert |
Proficient |
Expert |
Proficient |
| 4 Mr. Eshanya Guppta |
Expert |
Expert |
Expert |
Expert |
Expert |
| 5 Mr. Jaimin Patwa |
Expert |
Expert |
Expert |
Expert |
Expert |
| 6 Ms. Prabhha Shankarran |
Expert |
Expert |
Expert |
Expert |
Expert |
The identified skills / competences are broad-based and marking of 'Proficient' against
a particular member does not necessarily mean the member does not possess the
corresponding skills / competences.
41. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| Name of the Directors |
Salary, Allowance, perquisites and other benefits |
Performance- linked Income/Bonu s/Commission
Paid/Payable |
Stock Option |
Pension |
Sitting Fees Paid |
| Executive Directors |
|
|
|
|
|
| Ms. Prabhha Shankarran |
Rs. 4,20,000/- |
|
Nil |
|
|
| Mr. Jay Shah |
Nil |
|
|
|
|
| Non-Executive Directors |
|
|
|
|
|
| Mr. Stavan Ajmera |
|
|
Nil |
|
|
| Mr. Manish Turakhia |
|
|
|
|
|
| Mr. Jaimin Patwa |
|
|
|
|
|
| Mr. Haresh Sanghvi* |
|
|
|
|
|
* Mr. Haresh Sanghvi resigned from the Company with effect from May 31, 2021
REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD DURING FY
2021-2022 *
| S Particulars of N Remuneration |
Remuneration (in Rs.) till the date of employment |
|
| Name |
Himanshu Pareek |
Total |
| Designation |
Company Secretary and Compliance Officer |
|
| 1 Gross salary |
|
|
| (a] Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
1,90,000 p.a. |
1,90,000 p.a. |
| (b) Value of perquisites u/s 17(2) Income- tax Act, 1961 |
Nil |
Nil |
| (c) Profits in lieu of salary undersection |
|
|
| 17(3) Income-tax Act, 1961 |
|
|
| 2 Stock Option |
|
|
| 3 Sweat Equity |
|
|
| 4 Commission |
|
|
| - as % of profit |
|
|
| - others, specify... |
|
|
| 5 Others, please specify |
|
|
| Total |
1,90,000 p.a. |
1,90,000 p.a. |
|
|
|
*Mr. Himanshu Pareek was appointed on May 24, 2021.
Disclosure of Managerial Remuneration
A. Ratio of remuneration of each Director to the median remuneration of the employees
of the Company for FY 2021-22 as well as the percentage increase in remuneration of each
Director, Chief Financial Officer and Company Secretary is as under:
| Name of Director/ Key Managerial Personnel |
Ratio to median remuneration |
% increase in remuneration over previous year |
| Non-Executive Directors |
|
|
| Mr. Stavan Ajmera |
This is not applicable as the Company did not pay any remuneration to
its directors. |
|
| Mr. Jaimin Patwa |
|
|
| Mr. Manish Turakhia |
|
|
| Mr. Haresh Sanghvl |
|
|
| Mr. Eshanya Guppta |
|
|
| Executive Directors |
|
|
| Mr. Jay Shah |
This is not applicable as the Company did not pay remuneration |
|
| Ms. Prabha Shankaran |
1.84:1 |
Nil |
| Key Managerial Personnel |
|
|
| Mr. Jay Shah* |
This is not applicable as the Company did not pay remuneration |
|
| Mr. Himanshu Pareek** |
1:1 |
This is not applicable as no increment was made in the FY 2021-22. |
| Mr. Aditya Agarwal*** |
1:1 |
|
*Mr. Jay Shah has been appointed as whole-Time Director (with effect from September 1,
2021) of the Company.
**Mr. Himanshu Pareek resigned as Company Secretary and Compliance Officer of the
Company effective from May 31, 2022. ***Mr. Aditya Agarwal has been appointed as a Company
Secretary and Compliance Officer of the Company effective from June 08, 2022.
B. Percentage decrease in the median remuneration of employees in FY 2021-22: 36.48%
C. Number of permanent employees on the rolls of the Company as on March 31, 2022:3
D. Comparison of average percentile increase in salary of employees other than the
managerial personnel and the percentile increase in the managerial remuneration:
| Particulars |
% change in remuneration |
| Average decrease in salary of employees (other than managerial personnel) |
15.79% |
| Average decrease in remuneration of managerial personnel |
85.54% |
Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and other employees is as per the Remuneration Policy of the Company.
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
| Type |
Section of the Companies Act |
Brief Description |
Details of Penalty / Punishment/ Compounding fees imposed |
Authority [RD/ NCLT/ COURT] |
Appeal made, if any (give Details) |
| A. COMPANY |
|
|
|
|
|
| Penalty |
|
|
NONE |
|
|
| Punishment |
|
|
|
|
|
| Compounding |
|
|
|
|
|
| B. DIRECTORS |
|
|
|
|
|
| Penalty |
|
|
NONE |
|
|
| Punishment |
|
|
|
|
|
| Compounding |
|
|
|
|
|
| C. OTHER OFFICERS IN DEFAU |
LT |
|
|
|
|
| Penalty |
|
|
NONE |
|
|
| Punishment |
|
|
|
|
|
| Compounding |
|
|
|
|
|
The Company failed to approve its annual audited financial results within prescribed
timeline under Regulation 33 of SEBI (Lising Obligations and Disclosure Requirement)
Regulations, and accordingly a penalty of Rs. 53,100/- was to levied by BSE. The payment
for the same was made by the Company within due time.
42. GENERAL SHAREHOLDER INFORMATIONS:
a) 9th Annual General Meeting
| Date |
Time |
Venue |
| 29^ September, 2022 |
12 Noon |
AGM will be held through electronic mode [video conference or other
audiovisual means ("OAVM")] |
b) Financial Calendar for the year 2021-2022
| Financial year |
1st April, 2021 to 31s* March, 2022 |
| Book Closure Dates |
September 22,2022- September 29, 2022 (both days inclusive) |
c) Listing of Equity Shares on Stock Exchange and Stock Codes Listing on Stock
Exchange:
BSE Limited ("BSE")
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 023 SCRIP CODE: 542910
d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held
is given below:
| Financial Year |
AGM |
Date |
Time |
Location |
| 2020-21 |
Siti |
Tuesday, September 28,2021 |
11.00 a.m. |
Video-Conferencing/ Other Audio-Visual Means |
| 2019-20 |
7th |
Wednesday, September 30,2020 |
11.00 a.m. |
11, 7th Block. 33rd Main. Banagirinagar, Banashankari 3rd Stage,
Bengaluru - 560 085 |
| 2018-19 |
6th |
Monday, 30 September. 2019 |
11.00 a.m. |
11, 7th Block, 33rd Main, Banagirinagar, Banashankari 3rd Stage,
Bengaluru - 560 085 |
e) Stock Market Date and their Performance v/s S&P BSE Sensex The high/low of the
market price of the shares of the Company is as follows:
| Month |
BSE (Rs.) |
|
High |
Low |
| April-2021 |
17.10 |
16.40 |
| May-2021 |
15.40 |
13.60 |
| June-2021 |
17.50 |
13.70 |
| July-2021 |
21.00 |
17.50 |
| August-2021 |
18.70 |
17.50 |
| September-2021 |
17.30 |
15.95 |
| October-2021 |
16.20 |
16.20 |
| November-2021 |
- |
- |
| December-2021 |
16.10 |
15.95 |
| January-2022 |
16.10 |
15.95 |
| February-2022 |
17.50 |
14.80 |
| March-2022 |
16.10 |
12.75 |
f) Registrar and Share Transfer Agent (RTA)
REGISTRAR AND SHARE TRANSFER AGENT: Bigshare Services Private Limited 1st Floor, Bharat
Tin Works Building,
Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400 059 Tel: 022 62638200.
Fax: 2851 2885
website: https://www.bigshareonline.com/
Share transfer system:
The Board has the authority for approving transfer, transmission of the Company's
securities. The Company ensures that the half yearly Compliance Certificate pursuant to
regulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the Stock
Exchanges.
As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further
amendment vide Notification No. SEBI/LAD- NRO/GN/2018/49 dated November 30, 2018, requests
for effecting transfer of securities (except in case of transmission or transposition of
securities) cannot be processed from April 1, 2019 unless the securities are held in the
dematerialized form with the depositories.
The Board appreciates that all the members are holding shares in dematerialized form.
Distribution of shareholding:
Nominal Value of Shares: Rs. 10
| Category |
Shareholders |
Shares |
| (Shares) |
Number |
% |
Number |
% |
| 501-1000 |
l |
0.9524 |
900 |
0.0161 |
| 1001-2000 |
1 |
0.9524 |
1300 |
0.0233 |
| 2001-3000 |
48 |
45.7143 |
143600 |
2.5710 |
| 3001-4000 |
3 |
2.8571 |
11550 |
0.2068 |
| 5001-10000 |
17 |
16.1905 |
113200 |
2.0267 |
| 10001 - 9999999999 |
35 |
33.3333 |
5314791 |
95.1561 |
| Total |
105 |
100.0000 |
5585341 |
100.0000 |
g) Dematerialization of Shares :
The Company's shares are required to be compulsorily traded on Stock Exchanges in
dematerialized form. The number of shares as on 31st March, 2022 held in dematerialized
and physical form are as under.
| Particulars |
No. of Shares |
% |
| NSDL |
25,01,114 |
44.78 |
| CDSL |
30,84,227 |
55.22 |
| Physical |
0 |
0 |
| Total |
55,85,341 |
100 |
h) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:
The Company has complied with all mandatory requirements of Listing Regulations and has
not adopted any non-mandatory requirements which are not applicable to the Company.
43. Corporate Governance
The Company does not fall under purview of Regulations of Corporate Governance.
Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015, the provisions of reporting of Corporate Governance as specified in
Regulation 27 (2) is not applicable to the Company, as it is SME Listed Company.
Though the Corporate Governance is not applicable to the Company, the Company has given
certain disclosures as a practice of good corporate governance.
Registered Office:
SH-4, A Wing, Bldg. No. 34, Tilak Nagar Chembur Sahvas Cooperative HSG Soc, Mumbai -
400089 Tel : 080 - 26799552 CIN: L51909MH2013PLC381314 Website:
http://www.valencianutrition.com Email:info@valendanutrition.com
By Order of the Board of Directors For VALENCIA NUTRITION LIMITED
| Sd/- |
Sd/- |
| Stavan Ajmera |
Jay Shah |
| DIN: 08112696 |
DIN:09072405 |
| The Chairman |
Whole Time Director & CFO |
| Date: August 30, 2022 |
|
| Place: Mumbai |
|
|