Your Directors are pleased to present the 13th annual report of your Company together with the audited financial
statement and the Auditors' Report of your company for the financial year ended March 31, 2024.
Financial Highlights:
The Financial performance of the Company during the F.Y. 2023-2024 is as under:
f Amrti intc in I nlsh c)
| |
Standalone
|
Consolidated
|
|
Particulars
|
For the
year
ended
March 31,
2024
|
For the
year
ended
March
31, 2023
|
For the
year
ended
March 31,
2024
|
For the
year
ended
March
31, 2023
|
|
Turnover
|
-
|
26991.23
|
-
|
26991.23
|
|
Earnings before finance
charges, Tax,
Depreciation/Amortization
(EBITDA)
|
(2,796.78)
|
(280)
|
(2,796.82)
|
(280)
|
|
Less : Finance Charges
|
-
|
39.34
|
-
|
39.34
|
|
Less : Depreciation/
Amortization
|
556.52
|
53.34
|
556.52
|
53.34
|
|
Profit before Exceptional
items and Tax
|
(3,353.30)
|
(372.68)
|
(3,353.34)
|
(372.68)
|
|
Less: Exceptional items
|
(620.89)
|
-
|
(620.89)
|
-
|
|
Net Profit before Taxation
(PBT)
|
(2,732.41)
|
(372.68)
|
(2,732.45)
|
(372.68)
|
|
Less: Provision for taxation
Current Tax
Deferred Tax
|
(7.21)
|
5.98
|
(7.21)
|
5.98
|
|
Profit/(Loss) after Taxation
(PAT)
|
(2,725.20)
|
(378.67)
|
(2,725.24)
|
(378.67)
|
Company's Affairs
White Organic Retail Limited (BSE: WORL) is into trading and retailing 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 Summaya Industries Limited.
The Company reported Nil revenue (Standalone and Consolidated) for the financial year 2024-25 and standalone net
loss of Rs. (2,725.20) lakhs and consolidated net loss of Rs. (2,725.24) for the financial year 2024-25.
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
The company is planning to expand its business by undertaking activities in new sectors viz., Information Technology
and altered its Memorandum of Association('MOA') for the same by passing a special resolution on March 05, 2024.
The company received 'Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s)'
from Registrar of Companies, Mumbai on June 29, 2024.
Share Capital
There was no change in the Authorised share capital and paid-up share capital of the company during the year under
review.
Holding, Subsidiaries, Joint Ventures and Associate Companies
The Company has one Wholly Owned Subsidiary namely White Organic Snacks Limited.
Apart from the one 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 each Subsidiaries 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 Subsidiaries 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
Companies 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 subsidiaries 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, 2024, 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
2023-24, 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. Mansi Shah resigned as Company Secretary and Compliance Officer of the company w.e.f. April 29,
2023.
- Ms. Deepali Jain was appointed as Company Secretary and Compliance Officer of the company w.e.f.
October 13, 2023 and resigned w.e.f. July 02, 2024.
- Ms. Ankita Satwara resigned as Chief Financial Officer of the company w.e.f. October 13, 2023.
- Mr. Minkal Kirtikumar Doshi (DIN: 05249938) was appointed as a Non-Executive Director of the company
w.e.f. November 08, 2023.
- Ms. Karishma Kaku (DIN: 07214961) resigned as a Non-Executive Director of the company w.e.f. December
20, 2023.
- Mr. Phani Raju Kothapalli appointed as Chief Financial Officer of the company w.e.f. January 11, 2024 and
resigned w.e.f. July 15, 2024.
- Mr. Syamdas Sivadas (DIN: 10648580) appointed as an Additional Executive Director of the company w.e.f.
July 26, 2024
- Ms. Gopika Raman (DIN: 10700025) appointed as an Additional Non-Executive Director of the company
w.e.f. July 26, 2024
- Ms. Ishita Gala (DIN: 07165038) resigned as Managing Director of the company w.e.f. July 27, 2024.
- Mr. Tejas Chheda (DIN: 07799005) resigned as a Non-Executive Director of the company w.e.f. July 27, 2024.
Number of Meetings of the Board
The Board of Directors duly met 7 times during the Financial Year 2023-24 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
Mr. Minkal Kirtikumar Doshi, Non-Executive Director (DIN: 05249938), is liable to retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible and has offered himself for re-appointment.
The Board of Directors recommend to the members to re-appoint him 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 held on March 28, 2024 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.
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, 2024, 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 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, there were no related party transactions entered into by the company as per section
188 of the Companies Act, 2013.
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, 2024, till the date of issue of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
(A) Conservation of Energy
i. 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.
ii. 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.
iii. The capital investment on energy conservation equipments: NIL
(B) Technology Absorption
i. The efforts made towards technology absorption: NIL
ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL
iii. In case of imported technology (imported during last three years reckoned from beginning of financial year)
(a) Details of technology imported: Nil
(b) Year of Import: Nil
(c) Whether technology has been fully absorbed: Nil
(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: Nil
iv. The expenditure incurred on Research and Development: Nil
(C) Foreign Exchange Earnings and Outgo
The total Foreign Exchange income and outflow during the reporting financial year under review is as under:
|
Particulars
|
March 31,
|
March 31,
|
| |
2024
|
2023
|
|
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 an 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. The Audit Committee is
responsible for overviewing the vigil mechanism and its implementation. Detailed policy is available at the registered
office and the website of the Company at https://whiteorganicretaillimited.com/lnvestor relations/Polices.html
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 the website of the Company at https://whiteorganicretaillimited.com/Investor relations/Polices.html
Risk Management Policy
The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down
procedure for risk assessment and procedure for risk minimization. Detailed policy is available at the registered office
and the website of the Company at https://whiteorganicretaillimited.com/Investor relations/Polices.html
Secretarial Audit
The Company has appointed M/s. Rinkesh Gala & Associates, Practicing Company Secretaries, Mumbai to undertake
the Secretarial Audit of the Company for the F.Y. 2023-24.
The Secretarial Audit Report is included as "Annexure2" and forms an integral part of this report.
Statutory Auditors
M/s. Gupta Raj & Co has resigned as a Statutory Auditors of the Company w.e.f. June 30, 2023. The Board of
Directors at their meeting held on July 28, 2023, upon the 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 term of 5 years.
Further, the members have approved the appointment in their 12th Annual General Meeting (AGM) held on
September 27, 2023, to hold office till the conclusion of the 17th AGM to be held in the year 2028.
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:
The statutory audit report issued by M/s. Naik Mehta and Co., for the financial year 2023-24 contains qualified
opinion. All the qualifications along with explanations or comments by the Board on it are annexed as "Annexure 3".
Secretarial Audit Report:
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer in their
report for the financial year 2023-24.
The Company has also obtained Secretarial Compliance Report pursuant to the Regulation 24A of the Listing
Regulations for Financial Year 2023-24 from M/s. Rinkesh Gala & Associates, Practicing Company Secretaries in
relation to compliance with all applicable SEBI Regulations/circulars/ guidelines issued thereunder.
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
During the year under review, the company does not fall under the criteria as specified under the provisions of
section 135 of the Companies Act, 2013. The policy on CSR is available on the Company's website at
https://whiteorganicretaillimited.com/Investor relations/Polices.html.
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 Non-Executive 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/-
Date: August 14, 2024 Mr. Syamdas Sivadas Ms. Gopika Raman
Place: Mumbai Additional Executive Additional Non-Executive
Director Director
DIN: 10648580 DIN: 10700025
|