Dear Shareholders,
The Directors have pleasure in presenting the 42nd Annual Report and the Company's Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2024.
1. SUMMARY OF FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2024 is summarized below:
(Amount in lakhs)
Standalone
Consolidated
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 13% 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. 9,447.31 lakhs and consolidated turnover amounted to Rs 64,365.68 lakhs whereas in the previous year standalone turnover of the Company was Rs 3,180.87 lakhs and consolidated turnover was Rs 36,484.15 lakhs. Further, both Standalone and Consolidated Profits have also increased during the year amounting to Rs. 130.89 lakhs (previous year Rs. 54.82 lakhs) and Rs. 1,166.72 lakhs (previous year Rs. 592.74 lakhs) respectively. The Management is hoping for more 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, 2024 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 2023-24 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, Mrs. Poulomi Halder (DIN: 02224305), director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. During the year, no 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 2023-24, 4 (four) meetings of the Audit Committee of the Board of Directors were held on May 30, 2023; August 14, 2023; November 14, 2023; February 12, 2024. 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 2023-24, 1 (One) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on February 12, 2024.
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 February 12, 2024.
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 2023-24, seven (7) meetings of the Board of Directors of the Company were held on May 30, 2023; August 08, 2023; August 14, 2023; August 21, 2023; October 20, 2023; November 14, 2023; February 12, 2024. 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 March 31, 2024, 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 March 31, 2024 and of the profit of the Company for period from April 1, 2023 to March 31, 2024; 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 2024 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 September 27, 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 M/s Rekha Goenka & Associates, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 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 2023-24. 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: On Board of Directors Meeting dated February 12, 2024, the company approved acquisition of HAL EXIM PTE Ltd. by acquiring 100% shareholding of HAL EXIM PTE Ltd., hence HAL EXIM PTE Ltd. became the wholly- owned subsidiary of the company.
During the year, one new subsidiary was formed, however neither any 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. The independent directors already appointed in 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 11,40,92,972.16; Outgo- INR 283,73,34,783.61
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:
97.88% of the Company's paid up Equity Shares Capital is in dematerialization form as on 31st March, 2024 and balance 2.13% 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 July 20, 2022, for amalgamation of JDM Commercial Private Limited ("JCPL" 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 January 01, 2022 as directed by the National Company Law Tribunal ("NCLT"), which was revised to June 01, 2022.
Additionally, the Company has received a consent letter dated December 19, 2023 from BSE Limited stating that the exchange has no adverse observation regarding those matters having a bearing on listing, delisting or continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.
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.
(Managing Director)