Your Directors have pleasure in presenting the 36th Annual Report with Audited Statements of
Accounts for the year ended March 31, 2024.
FINANCIAL RESULTS:
The performance during the period ended March 31, 2024 has been as under:
(Amount in Rs.)
|
Particulars
|
Current Year
|
Previous Year
|
|
2023-24
|
2022-23
|
|
Revenue from Operations
|
1,45,14,46,041
|
37,00,77,090
|
|
Other Income
|
-
|
-
|
|
Total Revenue
|
1,45,14,46,041
|
37,00,77,090
|
|
Total Expenditure
|
1,44,62,54,433
|
36,88,55,950
|
|
Profit / (loss) Before exceptional and extraordinary
|
51,91,608
|
12,21,140
|
|
items and Tax
|
|
|
|
Less: exceptional and extraordinary items
|
-
|
-
|
|
Prior Period Adjustment
|
-
|
-
|
|
Profit/ (loss) Before Taxation
|
51,91,608
|
12,21,140
|
|
Less: - Current Tax
|
13,47,951
|
3,45,329
|
|
- Tax adjustment relating to prior years
|
-
|
-
|
|
- Deferred Tax
|
1,849
|
3,662
|
|
Profit / (loss) After T ax
|
38,41,807
|
8,72,149
|
PERFORMANCE REVIEW:
During the year under review, overall performance of the Company was reasonable
considering to the sector and market conditions. The revenue of the Company was Rs.
1,45,14,46,041/- compared to Rs. 37,00,77,090/- in the previous year and the Company
earned a profit of Rs. 38,41,807/- during the current financial year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business during Financial Year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year to which the Financial
Statements relate and the date of this report.
PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review and as such no amount of principal or interest on public
deposits was outstanding as on the date of balance sheet.
APPROPRIATIONS:
Transfer to Reserves
The company has transferred Rs. 38,41,807/- to Profit and Loss account during the Financial
Year under review.
Apart from above, no amounts were transferred to the reserves.
Dividend
Due to conservation of profits, the Company has not declared any dividend during the
Financial Year under review.
CAPITAL OF THE COMPANY:
During the year under review, the Authorized Share Capital of the Company is
Rs.9,00,00,000/- (Rupees Nine Crore only) divided into 90,00,000 (Ninety Lakh) Equity Shares
of Rs. 10/- (Rupees Ten only) each.
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2024 is Rs.
8,73,38,750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven Hundred and Fifty
only) divided into 87,33,875 (Eighty Seven Lakh Thirty Three Thousand Eight Hundred and
Seventy Five) Equity Shares of Rs. 10/- (Rupees Ten only) each.
The Company has not issued any shares with differential rights 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.
DIRECTORS AND KMP:
Appropriate resolutions for the re-appointment of Directors are being placed before you for
your approval at the ensuing Annual General Meeting. The brief resume of the Directors and
other information have been detailed in the Notice. Your Directors recommend their re-
appointment as Directors of your Company.
In accordance with the Companies Act, 2013 read with Articles of Association of the company,
Mrs. Inturi Bramaramba, retires by rotation at the forthcoming Annual General Meeting and
being eligible, offers herself for re-appointment. Your Directors recommend his re¬
appointment at the ensuing Annual General Meeting.
Apart from the above stated, there were no appointments/ re-appointments and resignation
of Directors and Key Managerial Personnel during the Financial Year under review.
MEETINGS:
During the year under review, the Board of Directors duly met 5 (Five) times on 29-05-2023,
14-08-2023, 30-08-2023, 14-11-2023 and 14-02-2024 in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
BOARD EVALUATION:
Your Company believes formal evaluation of the board and of the individual Directors, on an
annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the Company, evaluation provides an ongoing means for
Directors to assess their individual and collective performance and effectiveness. In addition
to greater board accountability, evaluation of board members helps in;
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to member's roles and responsibilities
d. Improved Chairman - Directors and Board relations
The evaluation process covers the following aspects:
- Self-evaluation of Directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the Non-Executive Directors to the chairman
- Feedback on management support to the board.
Pursuant to Section 178 of the Companies Act, 2013 the Nomination and Remuneration
Committee has evaluated the performance of individual directors in its duly convened
meeting.
Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with Regulation 4(2)(f)(ii)(9)
of SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of
its own performance the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013, along with Rules framed thereunder and
along with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company during the Financial Year under review.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company shall through its Senior Managerial personnel familiarise the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarised with their roles, rights and responsibilities and orientation
on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarised about the
Company's operations and businesses. An Interaction with the key executives of the Company
is also facilitated to make them more familiar with the operations carried by the Company.
Detailed presentations on the business of the Company are also made to the Directors. Direct
meetings with the Chairman and the Whole-time Director are further facilitated for the new
appointee to familiarize him/her about the Company/its businesses and the group practices as
the case may be.
CONSTITUTION OF COMMITTEES:
A. AUDIT COMMITTEE:
The Audit Committee of the Company is duly constituted as per Section 177 of the Companies
Act, 2013.
The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. The Committee had met four times during the year and the
necessary quorum was present for the meeting.
|
S. No.
|
Name
|
Category of Director
|
Designation
|
|
1.
|
Mr. Padamkumar Jabbarchand
Gandhi
|
Non-Executive,
Independent Director
|
Chairperson
|
|
2.
|
Mr. Raja Bidhania
|
Non-Executive,
Independent Director
|
Member
|
|
3.
|
Mr. Rajesh Gandhi
|
Executive Director
|
Member
|
B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:
The Nomination & Remuneration Committee cum Compensation Committee is constituted as
per Section 178 of the Companies Act, 2013.
The Committee comprises of Three (3) members. During the year, the Committee had met
Two (2) times and the necessary quorum was present at the meeting.
|
S. No.
|
Name
|
Category of Director
|
Designation
|
|
1.
|
Mr. Padamkumar Jabbarchand
Gandhi
|
Non-Executive,
Independent Director
|
Chairperson
|
|
2.
|
Mr. Raja Bidhania
|
|
Non-Executive,
Independent Director
|
Member
|
|
3.
|
Mrs. Inturi Bramaramba
|
Non-Executive Director
|
Member
|
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is duly constituted as per the provisions of the
Companies Act, 2013.
The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. During the year, the Committee had met One (1) time and
the necessary quorum was present at the meeting.
|
S. No.
|
Name
|
Category of Director
|
Designation
|
|
1.
|
Mr. Padamkumar Jabbarchand
Gandhi
|
Non-Executive,
Independent Director
|
Chairperson
|
|
2.
|
Mr. Raja Bidhania
|
Non-Executive,
Independent Director
|
Member
|
|
3.
|
Mr. Rajesh Gandhi
|
Executive Director
|
Member
|
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm's length transactions under third proviso thereto shall be disclosed in Form No.
AOC-2 as 'Annexure- A' to this report.
RATIO OF REMUNERATION TO EACH DIRECTOR:
The details or remuneration pursuant to the provisions of Section 197(12) of the Companies
Act,2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules,2014
are provided in Annexure-B to this report.
AUDITORS:
A. STATUTORY AUDITORS:
M/s. Sapna Toshniwal & Co., Chartered Accountants, Hyderabad were appointed as Statutory
Auditors for a period of 5 years at the Annual General Meeting held on 25/09/2023 and holds
office till the conclusion of Annual General Meeting to be held in the year 2028.
Further the Auditors' Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark. The Auditor's Report is enclosed with the financial statements
in this annual report.
The Auditors' Report does not contain any qualification. Auditors' observations are suitably
explained in notes to the Accounts and are self-explanatory.
Details in Respect of Fraud reported by Auditors: During the period under review, no fraud
reported by Statutory Auditor's of the Company.
B. SECRETARIAL AUDITORS:
According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Piyush Gandhi & Associates, Practicing Company Secretary as the
Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosed as
Annexure- C and Annexure-D to this report.
Auditors' observations are suitably explained in the Secretarial Audit Report and are self¬
explanatory.
C. INTERNAL AUDITORS
M/s. V.Singhi & Associates, Chartered Accountants, performs the duties of internal auditors of
the company and their report is reviewed by the audit committee from time to time.
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 required by the company and hence such
accounts and records are not applicable.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13,
2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed
entities based on their market capitalization on Bombay Stock Exchange Ltd and National
Stock Exchange of India Ltd as at March 31, 2024. In view of the requirements specified, the
Company is not mandated for the providing the BRR and hence do not form part of this
Report.
CORPORATE SOCIAL RESPONSIBILITY: .
The provision w.r.t. Corporate Social Responsibility is not applicable to the Company.
Therefore, the Company has not constituted CSR committee during the year 2023-24.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments during the year under
review.
ANNUAL RETURN
The copy of the Annual Return as on 31st March, 2024 pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the company and the same can be accessed at
https://www.floracorp.in/
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on March
31, 2024.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND COMPANYS'
OPERATION IN FUTURE:
No significant and material orders have been passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations in future.
LISTING ARRANGEMENTS
Company's shares are presently listed on The Bombay Stock Exchange Limited & other details
are listed below.
|
Stock Exchange Name
|
The Bombay Stock Exchange Limited
|
|
Scrip Code
|
540267
|
|
Scrip ID
|
Flora Corporation Limited
|
|
ISIN
|
INE318U01016
|
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.
The Company's risk management policy ensures that all its material risk exposures are
properly covered, all compliance risks are covered and the Company's business growth and
financial stability are assured. Board of Directors decide the policies and ensure their
implementation to ensure protection of Company from any type of risks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:
A. CONSERVATION OF ENERGY:
Your Company's operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
|
(i)
|
the steps taken or impact on conservation of energy
|
NIL
|
|
(ii)
|
the steps taken by the company for utilizing alternate sources ol
energy
|
NIL
|
|
(iii)
|
the capital investment on energy conservation equipment's
|
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 the last three years
reckoned from the beginning of the Financial Year)-
|
NIL
|
| |
(a) the details of Technology imported
|
NIL
|
| |
(b) the year of Import;
|
NIL
|
| |
(c) whether the technology 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:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Company has effective 'internal financial controls' that ensure an orderly and efficient
conduct of its business, including adherence to company's 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.
There are adequate controls relating to strategic, operational, environmental and quality
related aspects too. While these controls have been effective through-out the year, these are
reviewed on a periodic basis for any changes/ modifications to align to business needs.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to the
appropriate authority. The Whistle blower policy which has been approved by the Board of
Directors of the Company has been hosted on the website of the Company viz
www.floracorp.in
RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.
CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V
of SEBI (LODR) Regulations, 2015, shall not apply, in respect of - the listed entity having paid
up equity share capital not exceeding Rs. 10 Crore (Rupees Ten Crore only) and networth not
exceeding Rs. 25 Crore (Rupees Twenty Five Crore only), as on the last day of the previous
financial year;
i. As per the Audited Financial Statements of the Company as on 31/03/2024 (last day of
previous Financial Year), the paid-up equity share capital of the Company is Rs.
8,73,38,750/- (Eight Crore Seventy Three Lakh Thirty Eight Thousand Seven Hundred and
Fifty only) and the networth is Rs. 4,71,49,925/- (Rupees Four Crores Seventy One Lakhs
Forty Nine Thousand Nine Hundred and Twenty Five Only).
ii. In view of the above, the Corporate Governance regulations are not applicable to the
Company.
DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE
YEAR 2023-24
|
NUMBER OF COMPLAINTS
|
NUMBER
|
|
Number of complaints received from the investors comprising
non-receipt of securities sent for transfer and transmission
|
NIL
|
|
Complaints received from SEBI/Registrar of Companies/
Bombay Stock exchange/National Stock Exchange/ SCORE
and so on
|
NIL
|
|
Number of complaints resolved
|
NA
|
|
Number of complaints not resolved to the satisfaction
of the investors as on March 31, 2024
|
NA
|
|
Complaints pending as on March 31, 2024
|
NIL
|
| |
|
|
Number of share transfers pending for approval as on March 31, 2024
|
NIL
|
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately and forms part of this report as Annexure-E
LISTING FEES:
The equity shares of your company are listed on BSE Limited. The company confirms that it
has paid Annual Listing Fees due to BSE for the financial year 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with
respect to Directors' Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:
a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b. 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 under review;
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the accounts for the Financial Year ended March 31, 2024 on
a 'going concern' basis;
e. The Directors laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards as issued by ICSI (Institute of
Company Secretaries of India) and notified by Central Government have been duly followed
by the Company.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration as specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EVENT BASED DISCLOSURES:
Issue of Equity Share: N.A
Issue of Shares with Differential Rights: N.A
Issue of Shares under Employee's Stock Option Scheme: N.A
Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A
Buy Back of shares: N.A
Disclosure about revision: N.A Change of Name: N.A
Preferential Allotment of Share: N.A
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Sexual Harassment Policy in compliance with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The Directors further states
that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
The company has neither made any application nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24
THE 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 THE REASONS THEREOF.
The above clause is not applicable to the company as the company has not taken any loan
from Banks or Financial Institutions during the year under review.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACOUNT
As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby discloses the details of
unpaid/unclaimed dividend and the respective share thereof as follows:
|
Aggregate No. of Shareholders and the outstanding shares in the
suspense account at the beginning of the year.
|
NA
|
|
No. of shareholders who approached the Company for transfer of
|
NA
|
|
shares from suspense account during the year.
|
|
|
No. of shareholders to whom shares were transferred from suspense
account during the year.
|
NA
|
|
Aggregate No. of Shareholders a
|
nd the outstanding shares in the
|
NA
|
|
suspense account at the end of the year.
|
|
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders, of the Company for their continued support.
For and on behalf of the Board
Flora Corporation Limited
Sd/- Sd/-
Rajesh Gandhi Inturi Bramaramba
Whole-Time Director/CFO Director
DIN: 02120813 DIN: 08117184
Place: Hyderabad
Date: 03.09.2024
|