Flora Corporation Ltd Directors Report

To The Members Flora Corporation Limited

Your Directors have pleasure in presenting the 35^th Annual Report with Audited Statements of Accounts for the year ended March 31, 2023.

FINANCIAL RESULTS:

The performance during the period ended March 31, 2023 has been as under:

Particulars	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	37,00,77,090	36,67,87,411
Other Income	-	-
Total Revenue	37,00,77,090	36,67,87,411
Total Expenditure	36,88,55,950	36,62,93,666
Profit / (loss) Before exceptional and extraordinary and Tax	12,21,140	4,93,745
Less: exceptional and extraordinary items	-	-
Prior Period Adjustment	-	-
Profit/ (loss) Before Taxation	12,21,140	4,93,745
Less: - Current Tax	3,45,329	1,25,356
- Tax adjustment relating to prior years	-	-
- Deferred Tax	3,662	3,017
Profit / (loss) After Tax	8,72,149	3,65,371

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. 37,00,77,0 compared to Rs. 36,67,87,411/- in the previous year and the Company earned a profit of Rs. 8,72,149/- 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. 8,72,149/- 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. (Rupees Ten only) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2023 is 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 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, Ms. Inturi Bramaramba (DIN: 08117184), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend her reappointment at the ensuing Annual General Meeting.

Further, Mr. Rajesh Gandhi is being re-appointed as the Whole Time Director of the company at the ensuing Annual General Meeting for a term of 3 years from 26.01.2023 to 26.01.2026 accordance with the terms and conditions as may be prescribed by the Board of Directors.

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 29-05-2022, 13-08-2022, 29-08-2022, 13-11-2022 and 11-02-2023 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 DIRECTORS 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 b 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 members 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 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 Companys 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 Director	Non-Executive	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

AUDITORS:

A. STATUTORY AUDITORS:

The Company proposed to appoint M/s. Sapna Toshniwal & Co., Chartered Accountants, Hyderabad (Firm Reg. No: 05834S), as Statutory Auditors to hold office for a period of 5 years from conclusion of ensuing Annual General Meeting until the conclusion of Annual general meeting to be held in the financial year 2027-28.

Your company has received intimation to the effect that, proposed appointment, if made would be within the prescribed limits of applicable provisions of the Companies Act, 2013.

Further the Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors 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 Auditors 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 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 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, 2023. 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 p rovision w.r.t. Corporate Social Responsibility is n o t applicable to the Company Therefore, the Company has not constituted CSR committee during the year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review.

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 arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as ‘Annexure to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March 31, 2023.

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 Companys operations in future.

LISTING ARRANGEMENTS

Companys 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	5 4 0
Scrip ID	Flora Corporation Limited

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 Companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Companys 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

A. CONSERVATION OFENERGY:

Your Companys operations are not energy intensive. Adequate measures have been taken 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 of energy	NIL
(iii) the capital investment on energy conservation equipments	NIL

B. TECHNOLOGYABSORPTION:

(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

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company in Form No. MGT-9 pursuant to Section 134(3) of the Companies Act, 2013 is given as an Annexure to this report and is available on the website

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as d esigned and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the internal auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

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 31/03/2023 (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. 4,33,08,117/- (Rupees Four Crores Thirty Three Lakhs Eight thousand One Hundred and Seventeen 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 2022-23

NUMBER OF COMPLAINTS
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	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2023	NIL
Complaints pending as on March 31, 2023	NIL
Number of share transfers pending for approval as on March 31, 2023	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.

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 2022-23.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, 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, 2023, 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 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, 2023 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 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.

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 to this report.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employees 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 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 an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The provision relating to constitution of Internal Complaints Committee is not applicable to the Company

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23: No. of complaints received: - NIL

No. of complaints disposed off: - NIL

DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor is any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23

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 W ITH 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 shares from suspense account during the year.	NA
No. of shareholders to whom shares were transferred from suspense account during the year.	NA
Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year.	NA

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.