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Directors Report of Himalchuli Food Products Ltd.

Mar 31, 2014

The Members

Himalchuli Food Product Limited

Surat

The Directors hereby present the Twenty Eighth Annual Report together with the Audited Statement of Accounts for the aforesaid year.

FINANCIAL RESULTS: (Figure in Rs.) Year ended Year ended 31/03/2014 31/03/2013

Income from Operations 64,60,000 9,82,929

Other Income 0 13,127

Expenditure 64,35,662 9,80,719

Profit for the year before Tax 24,338 15,337



DIVIDEND

Due to the requirement of Fund for further expansion, the Directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Omprakash Rambilash Agarwal, retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re- appointment.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied 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, 2014 and of the Profit of the Company for the said year;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs. 2,00,000/- P.M or Rs. 24,00,000/- P.A.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant any special conservative measures.

B. Technology absorption, adaptation and innovation: The applicable Disclosures has been made as per Form B of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as follows:

Form B

Specific areas in which R & D carried out by the company

The Company does not have separate R & D Lab. However, with the existing testing lab the company''s chemists and engineers have been continuously involved in upgradation of the quality of the product.

Benefits derived as a result of the above R & D.

Future plan of action.

Efforts to continue further improvement in the existing products and bring in new range of products.

Expenditure on R & D: Nil

Efforts, in brief, made towards

technology absorption, adaptation and innovation.

The Company has installed imported machinery from Germany in its polymer bags division.

Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

Not Applicable

In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Not Applicable

Technology Imported Not Applicable

Year of import. Not Applicable

Has technology been fully absorbed- Not Applicable

If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action

Not Applicable

COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. M.BUHA & CO., Practicing Company Secretaries and the same has been attached to this Report.

PUBLIC DEPOSITS

The company has neither invited nor accepted any public deposits during the period under review.

AUDITORS

M/s. C. S. Jariwala and Co., Chartered Accountants retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letters from Auditor to the effect that their re–appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re–appointment.

AUDITOR''S REPORT

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation.

ACKNOWLEDGEMENTS

The Directors take pleasure in thanking the Company''s business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors Place: Surat (Omprakash Agarwal) (Vivek Goel) Date:28th May 2014 Managing Director Director


Mar 31, 2013

To, The Member of Himalchuli Food Product Limited Surat

The directors have pleasure in presenting their Annual Report and the audited statement of accounts for the year ended on 31st March, 2013 together with the auditors report thereon. The directors give hereunder their report with respect to the matters specified in section 217 of The Companies Act 1956. 1 State of affairs

Particulars 2012-2013

Income Rs. 982929.00

Other Income Rs. 13127.00

Expenses Rs. 980719.00

Profit for the year before tax Rs. 15337.00

Directors do not propose to recommend any dividend or propose transfer any amount to reserves. The provision for tax is Rs.2980/- 2. Material Changes affecting Financial Position of company after date of balance Sheet.

No material changes have occurred affecting financial position of company after date of balance sheet. 3 Particulars of energy Conservation of Energy Etc. :

A. CONSERVATION OF ENERGY

a Energy conversation measures taken: Nil

Additional investment and proposals, if any, There are no

b being implemented for reduction of consumption proposals of energy Impact of measures at (a) & (b) above for reduction of energy consumption and

c Does not arise consequent impact on the cost of production of goods:

B. TECHNOLOGY ABSORPTION Form B

Research & Development (R & D)

Specific area in which R & D carried by the

1 Nil company

2 Benefits derived as a result of the above R & D Does not arise

3 Future plan of action No plans at present

4 Expenditure on R & D Nil Technology absorption, adaptation and innovation

1 Efforts being made towards technology None absorption, adaptation and innovation

Benefits derived as a result of the above efforts

2 e.g. Product improvement cost, reduction, None product development, import substitution etc.

3 Imported technology : Not applicable C. FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports, initiatives taken to increase exports, development of new export None markets for products and services and export plans

Total Foreign Exchange used and earned

Earnings Nil Out Go Nil

Company is not carrying any manufacturing activity and the particulars of consumption of energy are not applicable.

6. Information about employees

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

7. Directors responsibility statement Your Directors confirm that:

in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 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 at the end of financial year and of the loss of the company for the year.

The directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and The directors had prepared the accounts on going concern basis. 9. Auditors Report

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation. 10 Acknowledgements

The Directors express their sincere thanks to all the individuals, governments agencies, bankers and the employees of company s who have given support and co operation during the year.

Place : Surat For & On Behalf of the Board of Directors

Sd/-

Omprakash Agarwal

Date : 29.05.2013 Sd/-

Vivek Goel Directors


Mar 31, 2011

To

Shareholders

Himalchuli Food Products Limited

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011

OPERATIONS AND FUTURE PLANS

The company did not made any business activity during the year . The other income of Rs. 1,15,338 00 comprises of commission, dividend etc. The company has however repaid all dues towards creditors mainly to company's bankers M/s Union bank of India. The amount has been repaid form the internal resources of directors and companies controlled by them. The directors proposes to restart business activities during current year.

DIVIDEND:

Since the Company has not carried on any activity and has no profits during the year the directors do not recommend any dividend for year ending 31.03.2011.

DIRECTORS

There is no change in Board of Directors during the year. Shri Omprakash Agarwal retires by rotation and has offered himself for reappointment. The directors recommend reappomtment of Shri Omprakash Agarwal as director of company. Information pursuant to clause 49 of listing agreement in respect of directors being reappointed is as under.

Shri Omprakash Agarwal retires by rotation at this Annual General Meeting. He do not have formal academic education qualification but is having rich experience as industrialist. He is 64 years age and is not having directorship in any other public companies with public interest. He is the not the Chairman of any committee of Board of directors

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate 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 the loss of the Company for the period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, .

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The paid up share capital of company is below Rs.300.00 lacs and mandatory compliance of corporate governance stipulated in listing agreement is not applicable to company however company has been complying with major requirements of corporate governance and a report there on forming part of directors report is attached to this report as Annuxure 'A

LISTING AGREEMENTS REQUIREMENTS:

The securities of you company are listed at Mumbai, Ahmedabad and vadodra Stock Exchanges Trading in company's securities remained suspended at Mumbai Stock Exchanges for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange. No trading in shares have taken place at other exchanges.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS AND AUDITORS REPORT

M/s C. S. jariwala & Co. , Chartered Accountants Surat, Auditors of the Company retire at the ensuing "Annual General Meeting. They have expressed their willingness for reappointment. The qualifications/comments in auditors reports are self explanatory and in opinion of Board do not call for any further comments/clarifications.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities and the consumption of electricity is negligible. However measures have been taken to make sure that there is no wastage of energy Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is not relevant on account no activities in company the same may be treated as nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo is nil.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of Board of Directors

Omprakash Agarwal Chairman and Managing Director

Place: Surat Date : 14.04.2011


Mar 31, 2010

The Members Himalchuli Food Products Limited Surat

The Directors have pleasure in presenting their Annual Report and the audited statement of accounts for the year ended on 31st Mareh9 2010 together with the auditors report thereon. The directors give hereunder their report with respect to the matters specified in section 217 of The Companies Act 1956.

1 State of affairs

Particulars 2009-2010

Income Rs. 00.00

Other Income Rs. 195539.00

Financial Charges Rs. 205.00

Depreciation Rs. 00.00

Profit/(Loss) before Rs. 145826.00 Tax

Proposed Dividend Rs. 0.00

Transfer to General Rs. 0.00 Reserve

2. Material Changes affecting Financial Position of company after date of balance Sheet. No material changes have occurred affecting financial position of company after date of balance sheet

3 Particulars of energy Conservation of Energy Etc

A. CONSERVATION OF ENERGY

a Energy conversation measures taken: Nil

b Additional investment and proposals, if any, being There are no proposals implemented for reduction of consumption of energy Impact of measures at (a) & (b) above for reduction

c of energy consumption and consequent impact on the Does not arise

cost of production of goods:

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1 Specific area in which R&D carried by the company Nil

2 Benefits derived as a result of the above R&D Does not arise

3 Future plan of action No plans at present

4 Expenditure on R & D Nil Technology absorption, adaptation and innovation

1 Efforts being made towards technology absorption, None adaptation and innovation Benefits derived as a re sult of the above efforts e.g.

2 Product improvement cost, reduction, product None

development, import substitution etc.

3 Imported technology Not applicable

C. FOREIGN EXCHANGE EARNING AND OUTGO Activities relating to exports, initiatives taken to increase exports, development of new export markets None for products and services and export plans Total Foreign Exchange used and earned

Earnings Nil Out Go Nil

6. Material Changes during the year affecting State of affairs of company and class of business

No material changes have occurred during the tear which has affected the state of affairs of company or class of business In which company has interest except that the company's bankers have sold off the assets of the company and appropriated the proceeds towards their dues.

7. Information about employees

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

8. Directors responsibility statement Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been.followed along with proper explanation relating to material departures.

(ii) 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 at the end of financial year and of the loss of the company for the year,

(ill) The directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities, and

(iv) The directors had prepared the accounts on going concern basis.

9. Auditors Report

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation.

10. Acknowledgements

The Directors express their sincere thanks to all the individuals, governments agencies, bankers and the employees of company s who have given support and co operation during the year

Place : Surat For & on Behalf of the Board of Directors Sd- Omprakash Agarwal

Date : 26.04.2010 Sd-Vivek Goel

Directors

 
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