To,
The Members of
White Organic Retail Limited ("Your Company")
Your Directors are pleased to present the 12th Annual Report of your Company together
with the audited financial statements and the Auditors' Report of your company for the
financial year ended March 31, 2023.
Financial Highlights:
The Financial performance of the Company during the F.Y. 2022-2023 is as under:
(Amounts in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
| Turnover |
26991.23 |
7440.43 |
26991.23 |
7440.43 |
| Earnings before finance charges, Tax, Depreciation/Amortization (EBITDA) |
(280) |
923.33 |
(280) |
922.87 |
| Less : Finance Charges |
39.34 |
- |
39.34 |
- |
| Profit before Tax and |
|
|
|
|
| Depreciation/ Amortization (PBTDA) |
(319.34) |
923.33 |
(319.34) |
922.87 |
| Less : Depreciation |
53.34 |
1.61 |
53.34 |
1.61 |
| Net Profit before Taxation (PBT) |
(372.68) |
921.72 |
(372.68) |
921.26 |
| Less: Provision for taxation |
5.98 |
253.19 |
5.98 |
253.19 |
| Profit/(Loss) after Taxation (PAT) |
(378.67) |
668.53 |
(378.67) |
668.07 |
Note: Figures for the previous financial year have been regrouped and reclassified to
conform to the classification of the current period, where necessary.
Company's Affairs
White Organic Retail Limited (BSE: WORL) is into trading and retail of Fresh daily used
Agricultural products like Cereals, Pulses, Grains, Fruits and Vegetables etc. The company
commenced the operations of trading in all kinds of Agricultural products including
Organic and other Products and since inception Distribution and Retailing of those
Products in October 2016. The Company is promoted by Suumaya Retail Limited, which in turn
a Wholly Owned Subsidiary of Suumaya Industries Limited.
The Company is focusing on expansion of retail segment of the business and exploring
models like online e-store and aggregators. The Company has entered into strategic tie ups
with several logistic partner and the export channel with strategic tie- ups with
international companies.
The management believes in dealing with organically grown food and healthy powders,
free of harmful chemicals, bursting with more nutrition, taste, and sustainable sustenance
is a direct vote for immediate health and the hopeful future of generations to come.
Commercially it is very much viable business and biggest consumer market of the World is
India.
Total Standalone revenue of the Company for the reporting financial year is Rs.
27,571.90 lakhs and the net profit after tax for the year is Rs. (378.67) lakhs and Total
Consolidated revenue of the Company for the reporting financial year is Rs. 27,571.90
lakhs and the net profit after tax for the year is Rs. (378.67) lakhs.
Transfer to reserves
The Company has not transferred any amount to the general reserves.
Dividend
During the year under review, the Company has not declared any Dividend.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Company was not required to transfer any Unclaimed Dividend to Investor Education
and Protection Fund.
Material events during the year under review
Except those disclosed elsewhere in this report, no material events have taken place
during the year under review.
Change in Nature of Business
There are no changes in the nature of business during the Financial Year 2022 -23.
Share Capital
Increase in Authorised Capital: The Company, vide Members approval dated April 2, 2022,
through Postal Ballot, has increased Authorized Share Capital of the Company from Rs.
11,00,00,000/- Crore (Rupees Eleven Crore Only) divided into divided into 1,10,00,000 (One
Crore Ten Lakh Only) equity shares of Rs. 10/- each to Rs. 33,00,00,000/- (Rupees
Thirty-Three Crore Only) divided into 3,30,00,000 (Three Crore Thirty Lakh Only) equity
shares of Rs. 10/- each by creating additional 2,20,00,000 (Two Crore Twenty Lakh Only)
equity shares of Rs. 10/- each ranking pari passu in all respects with the existing equity
shares of the Company.
Bonus Issue: The Company has issued and allotted 2,18,16,000 (Two crore Eighteen Lakh
Sixteen Thousand) fully paid-up bonus equity shares of Rs. 10/- each on April 15, 2022,
after seeking respective approvals of shareholders and the Exchange. The paid- up capital
of the Company as on date stands at Rs. 32,72,40,000/- (Thirty-Two Crore Seventy- Two Lakh
Forty Thousand).
Holding, Subsidiaries, Joint Ventures and Associate Companies
The Company has one Wholly Owned Subsidiary namely White Organic Snacks Limited.
During the year under review, Suumaya Retail Limited sold 19.56% stake in the company.
Therefore, it ceased to be the holding company of the company.
Apart from the ones mentioned above, the Company does not have any Subsidiary or Joint
venture or associate Company.
Consolidated Financial Statements
A statement containing the salient features of the Financial Statements including the
performance and financial position of Subsidiary Company as per the provisions of the
Companies Act, 2013 (the "Act"), is provided in the prescribed Form AOC-1 which
is annexed as "Annexure 1".
Pursuant to Section 129 of the Act and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the attached Consolidated Financial statements of the
Company and its Subsidiary have been prepared in accordance with the applicable Ind AS
provisions.
The Company will make available the said Financial Statements and related detailed
information of the Subsidiary Company upon the request by any Member of the Company. These
Financial Statements will also be kept open for inspection by the Members at the
Registered Office of the Company during business hours on working days up to the date of
the ensuing AGM.
Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and
Consolidated Financial Statements of the Company along with relevant documents and
separate accounts in respect of subsidiary are available on the website of the Company.
Weblink for Annual Return
In accordance with provisions of the Companies Act, 2013, the Annual Return of the
Company for the year ended March 31, 2023, will be made available on the Company's website
after the ensuing Annual General Meeting and weblink for the said Annual Return to be
filed by the Company is: https://whiteorganicretaillimited.com/Investor relations/Annual
Return.html
Board Of Directors & Key Managerial Personnel (KMP)
The details of appointment and resignation of directors and Key Managerial Personnel's
during the financial year 2022-23, are provided in the ‘Corporate Governance Report'.
During the year under review, following directors and Key Managerial Personnel's has
been appointed and resigned:
Ms. Archana Chirawawala was appointed as Independent Director w.e.f. September 03, 2022
Mr. Abhay Sethia was appointed as an Independent Director w.e.f. September 03, 2022
Ms. Sneha Zabak was appointed as an Independent Director w.e.f. September 03, 2022
Ms. Meghal Mehta resigned as Company Secretary and Compliance Officer w.e.f. October
14, 2022
Ms. Mansi Shah was appointed as Company Secretary and Compliance Officer w.e.f.
October18, 2022 and resigned w.e.f. April 29, 2023.
Number of Meetings of the Board The Board of Directors duly met 8 times during the
Financial Year 2022-23 in Compliance of applicable provisions of Companies Act, 2013, the
details of which are provided in the ‘Corporate Governance Report'.
Committee Position
The details of the composition of the Committees, meetings held, attendance of
Committee members at such meetings and other relevant details are provided in the
‘Corporate Governance Report'.
Recommendation of Audit Committee
During the year under review, there were no instances of non-acceptance of any
recommendation of the Audit Committee of the Company by the Board of Directors.
Reappointment of Directors
Ms. Karishma Kaku (DIN: 07214961), is liable to retire by rotation at the forthcoming
Annual General Meeting of the Company and being eligible and has offered herself for
re-appointment. The Board of Directors recommend to the members to re-appoint her at the
ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received the declarations from the Independent Directors under Section
149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
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
Listing Regulations.
The performance of the Board individually and as a whole along with the performance of
the Committees was evaluated after seeking inputs from all the directors on the basis of
criteria. The said criteria provide certain parameters like Diligence & participation
in meetings, contribution to decision making, maintain confidentiality, interpersonal
relationship with fellow board members, attendance, acquaintance with business,
communication inter se between board members, effective participation, domain knowledge.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017, and Nomination and
Remuneration Policy of the Company.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board, excluding the independent director being
evaluated.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013 (the "Act")-
• that in the preparation of the annual accounts for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
• that such accounting policies, as mentioned in Notes to the Financial Statements
have been selected and applied consistently and judgement and estimates have been made
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;
• that proper and sufficient care has been taken 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;
• that the annual financial statements have been prepared on a going concern
basis;
• the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
• that systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Act
Details of existing loans and loans made by the Company during the reporting financial
year under form a part of notes to financial statements. (Refer Note 4, 5 & Note 10)
Particulars of Contracts or Arrangements made with related parties
During the year under review, the transactions entered by the Company with related
parties were carried out at arm's length and are in ordinary course of business and hence
are not falling under the purview of section 188. Further, considering the size of
operations, the Board doesn't consider these transactions as material and hence the same
are not presented in prescribed form AOC 2.
Material changes and commitment, if any affecting financial position of the Company
occurred between end of the financial year to which these financial statements relate and
the date of the report
Apart from the above, there are no material Changes and Commitments affecting the
Financial Position of the Company from April 01, 2023 till the date of issue of this
report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Conservation of Energy
The Steps Taken Or Impact On Conservation Of Energy: The Company takes reasonable steps
to conserve energy at its offices, shops and other storage places.
The Steps Taken By The Company For Utilizing Alternates Source Of Energy: Since the
Consumption of energy is relatively low, no alternate source of energy is utilized.
The Capital Investment on energy conservation equipments: NIL
Technology Absorption
The efforts made towards technology absorption:
NIL
The benefits derived like product improvement, cost reduction, product development or
import substitution: NIL
In case of imported technology (imported during last three years reckoned from
beginning of financial year)
Details of technology imported: Nil Year of Import: Nil
Whether technology has been fully absorbed: Nil If not fully absorbed, areas where
absorption has not taken place and the reasons thereof: Nil The expenditure incurred on
Research and Development: Nil
Foreign Exchange Earnings and Outgo
The total Foreign Exchange income and outflow during the reporting financial year under
review is as under:
(Amount in INR.)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Foreign Exchange outflow |
- |
- |
| Foreign Exchange inflow |
- |
- |
Deposits
During the financial year under review the Company has neither accepted nor renewed any
deposits within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
Significant and material orders passed by the regulators or courts or tribunal
During the year there are no significant material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the Company and its
future operations.
Internal control system and their adequacy
The Company has adequate system of internal financial control and risk mitigation
system commensurate with the size of the Company and nature of its business. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements.
Vigil Mechanism
The Company has a Vigil Mechanism policy to report genuine concerns or grievances.
Audit Committee is responsible for overviewing the vigil mechanism and its implementation.
Detailed policy of the same is available at the registered office and on the website of
the Company, https://whiteorganicretaillimited.com/woal/doc/ whistle blower policy.pdf
Nomination and Remuneration Policy
The Company has policies framed for remuneration and appointment of directors, Key
managerial personnel and senior management of the company including criteria for
determining qualifications, independence of Director and other matters, as required under
Section 178(3). The composition and policies are available at the registered office and on
the website of the Company, https://whiteorganicretaiiiimited.com/ woai/doc/NRC Policy
R.pdf
Risk Management Policy
The Company has adopted a Risk Management Poiicy which heips the Company in
identification of risk, lays down procedure for risk assessment and procedure for risk
minimization.
Secretarial Audit
The Company has appointed M/s. Rinkesh Gaia & Associates, Practicing Company
Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the F.Y.
2022-23.
The Secretariai Audit Report is inciuded as "Annexure 2" and forms an
integral part of this report.
Statutory Auditors
The auditors, M/s Gupta Raj & Co. were appointed for a second term of 5 years in
the 11th Annual General Meeting (AGM) and hold their office till the conclusion of the
16th AGM.
M/s Gupta Raj & Co has resigned as a Statutory Auditors of the Company w.e.f. June
30, 2023.
The Board of Directors of the Company at their meeting held on July 28, 2023, upon
recommendation of the Audit Committee, have appointed M/s. Naik Mehta & Co, Chartered
Accountants, (Firm Registration No. 124529W) as the statutory auditors of the Company for
a period of five years starting FY 2023- 24 and the same has been placed for the approval
of the shareholders in the ensuing Annual General Meeting. The details of the auditors
have been specified in the notice for the said Annual General Meeting.
Details in respect of frauds reported by Auditors
No fraud on or by the Company were noticed or reported by the auditors during the
period under review.
Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors in their reports
Statutory Audit Report:
No adverse comments / statements are made by the Statutory Auditors in Report issued by
them and other Statements made by the Auditors in their report are self-explanatory and
don't require any comments on the same by the Board of Directors.
Secretarial Audit Report:
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer in their report for the financial year 2022-23.
There was no instance of fraud during the year under review, which required the
Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12)
of the Act and Rules framed thereunder.
The Company has also obtained Annual Secretarial Compliance Report for Financial Year
2022-23 from M/s. Rinkesh Gala & Associates, Practicing Company Secretaries in
relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued
thereunder, pursuant to the Regulation 24A of the Listing Regulations.
Particulars of Employees
The Company wishes to place on record their appreciation of the contribution made by
the employees to the operations of the company during the period. Details of Employees is
annexed as "Annexure 4".
Details of Application made or proceeding pending under the Insolvency and Bankruptcy
Code, 2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
Corporate Social Responsibility
Details of Corporate Social Responsibility is annexed as "Annexure 3"
Management Discussion and Analysis Report
The report on management discussion and analysis as per the SEBI (Listing Obligations
and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual
Report.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ("SEBI"). The Company has also implemented best governance
practices. The report on Corporate Governance as stipulated under the Listing Regulations
forms a part of the Annual Report.
Certificate from the Auditors of the Company confirming compliance with the conditions
of Corporate Governance is attached to the report on Corporate Governance.
Particulars of transaction between the Company and Non-Executive Directors
During the year under review the company has not entered into any transaction with its
NonExecutive Directors.
Affirmation
The Company has complied with all the Applicable Secretarial Standards issued by
Institute of Company Secretaries of India.
Maintenance of cost records
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company
Disclosure under sexual harassment of women at workplace:
During the reporting year, the Company has a policy and has set up an internal
complaints committee as per the provisions of prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the reporting period,
no complaints or observations or red flags were brought to notice of this Committee.
Acknowledgements
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
|
For and on behalf of the Board of Directors of WHITE ORGANIC RETAIL LIMITED. |
|
|
Sd/- |
Sd/- |
|
Ishita Gala |
Karishma Kaku |
| Place: Mumbai |
MANAGING DIRECTOR |
DIRECTOR |
| Date: 28/07/2023 |
(DIN: 07165038) |
(DIN: 07214961) |
|