Halder Venture Ltd
Directors Reports
Dear Shareholders,
The Directors have pleasure in presenting the 41st Annual Report and the Company's
Audited Financial Statements (standalone and consolidated) for the financial year ended
March 31, 2023.
1. SUMMARY OF FINANCIAL RESULTS :
The Company's financial performance for the year ended March 31, 2023 is summarized
below :
PARTICULARS |
STANDALONE (Amount in
lakhs) |
CONSOLIDATED (Amount in
lakhs) |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Profit/(Loss) Before Depreciation
&Taxation |
91.39 |
126.16 |
1161.60 |
3450.55 |
Less: Depreciation and Amortization
Expenses |
15.10 |
7.88 |
362.37 |
267.60 |
Tax Expenses |
|
|
|
|
Current Tax |
21.59 |
33.00 |
189.03 |
918.30 |
Deferred Tax Expenses |
(0.11) |
1.59 |
17.45 |
8.62 |
|
21.48 |
34.59 |
206.48 |
926.92 |
Profit After Depreciation and Tax |
54.81 |
83.69 |
592.75 |
2256.03 |
Other Comprehensive Income (Net of Tax) |
- |
- |
0.94 |
0.92 |
Total Comprehensive Income for the year |
54.81 |
83.69 |
593.69 |
2256.95 |
2. OPERATION AND STATE OF COMPANY
'S AFFAIRS :
The Company is engaged in trading in rice as its principal business, however, it has
also explored into the sale of palm oil during the year, revenue from which constitutes
approximately 20% of the total standalone revenue of the Company.
It gives us immense pleasure to inform that the Company has a healthy management and
worker relationships and we pledge to strengthen the same to improve quality of work
culture and productivity.
The Company also enjoys a very good reputation for quality products and sustained
quality maintenance with all the major dealers. We are known for creating dependable
supply levels and maintaining cordial relationships with all dealers and customers.
During the year under review the standalone turnover of the Company amounted to Rs.
3180.87 lakhs and consolidated turnover amounted to Rs 36484.15 lakhs whereas in the
previous year standalone turnover of the Company was Rs 1838.25 lakhs and consolidated
turnover was Rs 89050.63 lakhs. However, both Standalone and Consolidated Profits have
decreased during the year
amounting to Rs. 54.81 lakhs and Rs. 592.75 lakhs respectively. The Management is
hoping for better results in the coming years.
3. DIVIDEND :
Your Directors have recommended a dividend @ Re 1.00 per equity share of Rs. 10/- each
for the financial year ended 31st March, 2023 amounting to Rs. 31,60,700. The dividend
payout is subject to the approval of the members at the ensuing Annual General Meeting.
4. TRANSFER TO RESERVES :
The Directors do not propose to transfer any amount to the general reserves, during the
year.
5. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis report for the year under review, as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached with this Report
and marked as Annexure - I.
6. ANNUAL RETURN:
The Annual Return(s) are available at the website of the Company at
www.halderventure.in/annual- returns/.
7. CORPORATE GOVERNANCE:
The provisions of Regulation 15(2) read with Regulation 27 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company. Hence, report on Corporate Governance for the
financial year 2022-23 is not attached herewith.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Prabhat Kumar Haldar (DIN: 02009423), director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment. Further, the first term of five years of Mr. Debasis Saha (DIN: 01561230),
as the independent Director of the Company expired on 19.12.2022. He was reappointed for
the second term of five years by the Nomination and the Remuneration Committee and the
Board of Directors of the Company with effect from 20.12.2022, at their respective
meetings held on 14.11.2022, subject to the approval at the ensuing Annual General Meeting
of the Company, and hence the resolution for his reappointment is proposed to be passed at
the ensuing Annual General Meeting of the Company. During the year, no other changes took
place in the composition of the Board of Directors of the Company.
9. AUDIT COMMITTEE:
The Composition of the Audit committee is in accordance with the requirements of
section 177 of the Companies Act 2013 and comprises of Sri Debasis Saha as the Chairman
and Sri Keshab Kumar Halder and Smt. Arpita Das as its members.
During the Financial Year 2022-23, 4 (four) meetings of the Audit Committee of the
Board of Directors were held on 30.05.2022, 11.08.2022, 14.11.2022 and 14.02.2023. All the
recommendations made by the Audit Committee were accepted by the Board.
10. NOMINATION AND REMUNERATION COMMITTEE:
The Composition of the Nomination and Remuneration Committee is in accordance with the
requirements of section 178 of the Companies Act 2013, and comprises of Sri Debasis Saha
as the Chairman and Sri Prabhat Kumar Haldar and Smt. Arpita Das as its members.
During the Financial Year 2022-23, 1 (One) meeting of the Nomination and Remuneration
Committee of the Board of Directors was held on 14.11.2022.
11. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013:
The Independent Directors of the Company have given the declaration of independence to
the Company stating that they meet the criteria of Independence as mentioned under Section
149(6) of the Companies Act, 2013. The independent directors had their meeting on
14.02.2023.
12. FORMAL ANNUAL EVALUATION OF THE BOARD:
The Nomination and Remuneration Committee of the Board has devised criteria for
evaluation of the performance of Directors in compliance with the Companies Act, 2013 and
applicable regulations. The Board has evaluated its own performances and that of its
Committees and all individual directors including both Independent and Non Independent
Directors. All the Directors of the Company are found to be persons of having knowledge
and experience in their respective area and their association with the Company is
considered to be beneficial to the Company. During the year under review, the Committee
made the performance evaluation as above, based on the following criterions, in line with
the Nomination and Remuneration Policy:
- Attendance and participation in the meetings;
- Preparedness for the meetings;
- Understanding of the Company and the external environment in which it operates and
- Constructive contribution to issues and active participation at meetings The
Committee found the performance of the Directors to be satisfactory.
13. COMPANY'S POLICY ON
NOMINATION AND REMUNERATION OF DIRECTORS:
The Board of Directors of the Company has adopted an Appointment and Remuneration
Policy in consultation with its Nomination and Remuneration Committee, pursuant to Section
178(3) and other applicable provisions of the Companies Act, 2013, for determining
qualifications, positive attributes and independence of directors and criteria for
directors' appointment and remuneration. The details of Nomination and Remuneration Policy
of the Company are disclosed in the website of the Company at www.halderventure.in.
The salient features of the policy are :
(a) it ensures that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully;
(b) it ensures that relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
There has been no change in the policy during the year.
14. VIGIL MECHANISM:
The Company has established an effective whistle blower policy (Vigil Mechanism),
pursuant to Section 177(9) of the Act, 2013 and Rules made there under, and procedures for
its Directors and employees for enabling them to report their genuine concerns, if any. It
also provides for adequate safeguards against victimization of persons. The Policy on
Vigil Mechanism may be accessed on the Company's website at: www.halderventure.in.
15. NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2022-23, eight (8) meetings of the Board of Directors of the
Company were held on 30.05.2022, 20.07.2022, 11.08.2022, 18.08.2022, 30.08.2022,
14.11.2022, 14.02.2023 and 27.03.2023. All the Directors of the Company were present in
all the meetings.
16. DIRECTORS' RESPONSIBILITY
STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the
directors confirm that:
a. In the preparation of the annual accounts for the financial year ended 31 March
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
b. The Directors had 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 as at 31 March, 2023 and of the profit of
the Company for period from 1 April 2022 to 31 March 2023;
c. The Directors had 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;
d. The Directors had prepared the annual accounts for the financial year ended 31 March
2023 on a going concern basis;
e. The Director had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
17. STATUTORY AUDITORS AND ITS REPORT:
M/s Sen & Ray, Chartered Accountants (FRN 303047E), was appointed as the Statutory
Auditor of the Company for a term of 5 (five) consecutive years, at its 39th Annual
General Meeting held on 27.09.2021, till the conclusion of the Annual General Meeting of
the Company to be held in the year 2026.
The Notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remarks. Further, no frauds have been
reported by the auditor of the Company under section 143(12) of the Companies Act, 2013.
18. SECRETARIAL AUDITOR:
The Board has appointed Mr. Manoj Prasad Shaw, Practicing Company Secretary (FCS 4194),
to conduct the Secretarial Audit for the financial year 2022-23. The Secretarial Audit
Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure-
II to this Report. The observation made by the secretarial auditor in its report has
been noted by the Board and we are under the process of compliance with the same.
19. INTERNAL AUDITOR:
M/s Gautam K. Datta & Associates, Chartered Accountants, (FRN: 328566E) were
appointed as Internal Auditor for the financial year 2022-23. They have submitted their
report based on the internal audit conducted during the year under review.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
21. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
The Audit Committee reviews all the Related Party Transactions, to ensure that the same
are in line with the provisions of Law and Policy. The Committee approves the Related
Party Transactions entered by the Company under section 188 of the Companies Act, 2013.
During the year the related party transactions made by the Company were in arms' length
and in ordinary course of business and are disclosed in the notes forming a part of the
financial statements of the Company and a disclosure in form AOC-2 as required pursuant to
clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is also made in Annexure- IV of this report.
22. CORPORATE WEBSITE:
The Company's web address is www.halderventure.in. The website contains a
complete overview of the Company. The Company's Annual Report, financial results, details
of its business, shareholding pattern, compliance with Corporate Governance, contact
information of the designated officials of the Company who are responsible for assisting
and handling investor grievances, the distribution schedule, and Code of Conduct are
uploaded on the website.
23. DISCLOSURES UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:
i. Names of Companies which have become or ceased to be Subsidiaries, Joint Venture
Companies or Associate Companies during the year: During the year, neither any new
subsidiary, joint venture or associate company has been formed, nor any existing
subsidiary, joint venture or associate company of the Company have been ceased to be. The
details of the shareholding of the Company in its subsidiaries has been disclosed in form
AOC-1 (Annexure III) in this report.
ii. Performance Of Subsidiaries And Associate Companies: A report on the
performance and the financial position of each of the Subsidiaries and Associate Companies
is annexed herewith and marked as Annexure- III.
iii. Financial summary or highlights: As detailed under the heading 'Summary of
Financial Results
iv. Change in the nature of business, if any: None
v. Details of Directors or Key Managerial Personnel, who were appointed or resigned
during the year: As mentioned in point no. 08 above under the head "Directors and
KMP".
vi. A statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year: During the year no new independent directors were appointed. However, Mr.
Debasis Saha (DIN: 01561230) was being reappointed for the second term of 5 years with
effect from 20.12.2022 subject to the approval of the members at the ensuing Annual
General Meeting of the Company. The independent directors of the Company are experts in
their fields and have a vast experience. The registration of the independent directors
with the databank and online proficiency self-assessment test as required under section
150 of the Companies Act, 2013, is under process.
vii. Details relating to deposits: There were no fixed deposits from the public
outstanding of the Company at the end of the financial year. No fixed deposit has been
accepted during the year and as such, there is no default in repayment of the said
deposits. There has not been any deposit, which is not in compliance with the requirements
of Chapter V of the Companies Act, 2013.
viii. Significant material orders: No significant and material orders have been
passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern's status
and Companies operations in future.
ix. Adequacy of Internal Financial Control: The Company has an adequate system of
internal control procedure as commensurate with the size and nature of business, which
ensures that all assets are safeguarded and protected against loss and all transactions
are recorded and reported correctly. The internal control system of the Company is
monitored and evaluated by internal auditors and their audit reports are periodically
reviewed by the Audit Committee of the Board of Directors. The observations and comments
of the Audit Committee are placed before the Board for reference. The scope of internal
audit includes audit of Purchase Facilities, Sales Promotion Expenditure and Incentive
Scheme, Debtors and Creditors policy, Inventory policy, GST matters and others, which are
also considered by the Statutory Auditors while conducting audit of the annual financial
statements.
x. Disclosure as to maintenance of cost records as specified by the Central Government
under section 148 (1) of the Companies Act, 2013: Not applicable
xi. Constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has
complied with the provisions relating to the constitution of the Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the year, neither any complaints of sexual harassment
were received by it, nor were there any complaints relating thereto which required any
disposal thereof.
xii. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year: NIL
xiii. 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: NIL
xiv. Conservation Of Energy, Technology, Absorption, Foreign Exchange Earnings And
Outgo:
A) Conservation Of Energy: Senior personnel continuously monitor energy consumption
(i) the steps taken or impact on conservation of energy: The Company has increased its
rain water harvesting capacity. Water consumptions have been reduced by recycling of
treated effluent after chemical dosing & provision of modified UV system.
(ii) the steps taken by the company for utilising alternate sources of energy: The
Company is also taking steps for installing solar power plant which can replace the energy
generated from conventional sources, and shall there by save energy.
(iii) the capital investment on energy conservation equipments: NIL
B) Technology absorption: The Company has no activities relating to technology
absorption.
C) Foreign exchange earnings and Outgo: Earnings by way of export- INR 7,93,69,000;
Outgo- NIL
24. CONSOLIDATED FINANCIAL STATEMENT:
The Consolidated Financial Statements have been prepared in accordance with the
principles and procedures for the preparation and presentation of Consolidated Accounts as
set out in Section 129 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014. The Audited Consolidated Financial Statement together with Auditors' Report
forms part of the Annual Report.
25. RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of risk,
threatening the Company's existence, are minimal.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
27. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid all the pending Annual Listing Fees to BSE where
the Company's shares are listed. BSE's Listing Centre is a web-based application designed
for corporates.
All periodical compliance filings like shareholding pattern, financial results, notices
and outcome of the Board Meetings, among others are also filed electronically on the
Listing Centre.
28. DEMATERIALIZATION OF SHARES:
97.11% of the Company's paid up Equity Shares Capital is in dematerialization form as
on 31st March, 2023 and balance 2.89% is in physical form.
Share transfers in physical form are processed by the Registrar and Transfer Agents,
Maheshwari Datamatics Private Limited (23 R.N Mukherjee Road, 5th Floor, Kolkata- 700001,
West Bengal, Tel: 033-2248 2248, Fax No: 033- 2248 4787; Email Id: info@mdpl.in) and are
approved by the Board of Directors of the Company or the authorised signatories of the
Company. Share transfers are registered and returned within 15 days from the date of
lodgment if documents are complete in all respects. The depository system handles share
transfers in dematerialized form.
29. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:
The Board of Directors of the Company had at their meeting held on 30th May, 2022,
considered and approved the scheme of Amalgamation under Section 230 to 232, read with
other applicable/enabling provisions of the Companies Act, 2013 and provision of other
applicable laws, which was further revised, considered and approved at its board meeting
held on 20th July, 2022, for amalgamation of JDM Commercial Private Limited
("JDMPL" or Transferor Company No. 1), P K. Agri Link Private Limited
("PKALPL" or Transferor Company No. 2), P. K. Cereals Private Limited
("PKCPL" or Transferor Company No. 3), Reliable Advertising Private Limited
("RAPL" or Transferor Company No. 4) and Shri Jatadhari Rice Mill Private
Limited ("SJRMPL" or Transferor Company No. 5), all being Transferor Companies,
with Halder Venture Limited ("HVL" or Transferee Company), being the Transferee
Company.
Transferee Company i.e. your Company is listed on BSE and all Transferor companies are
unlisted subsidiaries of the Company.
The appointment date for the Scheme was decided as 01/01/2022 as directed by the
National Company Law Tribunal ("NCLT"), which was revised to 01/06/2022.
The Scheme is under the process of approval by the BSE Limited and the SEBI, followed
by the Shareholders and the Creditors of the Company and such other statutory authorities
as may be required and also subject to sanction by the Hon'ble NCLT.
The schemes had been reviewed and recommended by the Audit Committee of the Board of
Directors of the Company at their meeting.
30. SHARE CAPITAL:
Issue of equity shares with differential rights: The Company has not issued any of
its securities with differential rights during the year under review.
Buy Back of Securities: The Company has not bought back any of its securities
during the year under review.
Sweat Equity, Bonus Shares & Employee Stock Option Plan: The Company has
neither issued sweat equity or bonus shares nor has provided any stock option scheme to
the employees.
Preferential Issue of Capital: The Company has not made any preferential issue
during the current financial year.
31. PARTICULARS OF EMPLOYEES:
The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure V. The
Company has not paid any remuneration attracting the provisions of Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no
information is required to be appended to this report in this regard.
32. ACKNOWLEDGEMENT:
The Board would like to express its sincere appreciation for the valuable support and
co-operation received from various Central and State Government Authorities, Stock
Exchanges, Financial Institutions and Banks during the year. They also gratefully
acknowledge the support extended by the customers and shareholders and contribution made
by the employees at all level.
Date: 14.08.2023 |
For and on behalf of the Board of
Directors |
Place: Kolkata |
(KESHAB KUMAR HALDER) |
|
(MANAGING DIRECTOR) |
|
(DIN: 00574080) |
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