Directors Report of Milkfood Ltd.
Mar 31, 2018
TO THE MEMBERS
The Directors present their 45th Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2018.
1. FINANCIAL RESULTS
|
(Rs./Lacs) 2017-18 |
(Rs./Lacs) 2016-17 |
|
|
Profit/(Loss) after charging all expenses before depreciation and amortization |
1605 |
528 |
|
Deduct: Depreciation and amortization expenses |
635 |
536 |
|
Profit/(Loss) before tax |
970 |
(8 ) |
|
Current Tax |
189 |
0 |
|
Deferred Tax |
(35) |
92 |
|
Total tax expenses/ (credit) |
154 |
92 |
|
Profit/ (Loss) for the period |
816 |
(100) |
|
Other Comprehensive income |
(25) |
(14) |
|
Transfer to General Reserve |
791 |
(114) |
2. OPERATIONS
During the period under Report, the Company''s sales and other income are Rs. 49113 lacs and cash profit is Rs.1605 lacs as compared to last year''s figures of Rs.38932 lacs and cash profit of Rs.528 lacs respectively. After depreciation and amortisation, the profit for the year is Rs.816 lacs as compared to the loss of Rs. 100 lacs in the previous year, as the figure of the previous year have been regrouped/ rearranged and reclassified where ever necessary to make them comparable with the current year as required under Ind AS.
3. DIVIDEND
The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the Directors.
4. FIXED DEPOSITS
The details relating to Deposits, covered under Chapter V of the Act:
(a) Accepted during the year - Nil;
(b) There were 11 unpaid/unclaimed fixed deposits with the Company amounting to Rs.2.45 Lacs as at the end of the year;
(c) There has not been any default in repayment of deposits or payment of interest thereon during the year.
5. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
During the year under review, M/s. MFL Trading Private Limited continues to be the wholly owned subsidiary company of the Company.
In compliance with provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements along with the Auditors'' Report thereon forms part of this Annual Report.
During the year, the Board of Directors (the Board) has reviewed the affairs of the Subsidiary. Further, a statement containing the salient features of the financial statements of subsidiary in the prescribed format AOC-1 is appended as âAnnexure 1â to the Board''s Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiary, are available on the Company''s website at www.milkfoodltd.com.
The Company has no material subsidiary company but in order to comply with the Listing Regulations, the Company has adopted a Policy on Material Subsidiary Companies and has uploaded on the Company''s website at www.milkfoodltd.com.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review, the Company has not made any loan, guarantee or investment in terms of provisions of Section 186 of the Companies Act, 2013.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.
There is no change in the nature of the Company''s business during the year under review.
8. DIRECTORS
No Director is liable to retire by rotation at this Annual General Meeting.
Mr.Harmesh Mohan Sood and Mrs.PreetiMathur were appointed as the Additional Directors of the Company in the Board meeting held on 29th September, 2017 in the category of Non Executive Non Independent Directors.
Mr.AmarjeetKapoor, Director, has vacated the office from the Directorship of the Company w.e.f. 29th September, 2017, under section 167 of the Companies Act, 2013 due to the disqualification incurred by him under section 164(2)(a) of the Companies Act, 2013.
Mrs.SushmaSagar has resigned from the Board of Directors of the Company w.e.f. 15th May, 2017. The Board places on record its sincere appreciation for the useful services rendered by Mrs.SushmaSagar during her tenure of services with the Company.
Mrs.AshaGadi and Mrs. Gita Bawa continue to hold the office as the Independent Directors of the Company.
9. DECLARATION OF INDEPENDENCE
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS
The Company has issued the formal letter of appointment to all the independent directors in the manner as provided under the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company at www.milkfoodltd.com.
11. MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, nine Board meetings and one separate meeting of the Independent Directors were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
12. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has a policy of conducting familiarization programmes for Independent Directors in order to familiarize them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates etc. The details of such Policy has been given on the website of the Company at www.milkfoodltd.com.
13. COMMITTEES
As per the provisions of Section 177, 178 and 135 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Composition of these Committees and details of their meetings are given in the Corporate Governance Report.
14. KEY MANAGERIAL PERSONNEL
During the year under review, Mr.SudhirAvasthi, Chief Executive Officer, Mr.SanjeevKothiala, Chief Financial Officer and Mr.Rakesh Kumar Thakur, Company Secretary and Compliance Officer continue to be the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
15. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134 (5) of the Act, your Directors confirm that:
(a) in the preparation of Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(b) the Directors have 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 the financial year and of the profit and loss of the Company for that period;
(c) the Directors have 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 annual accounts of the Company on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. AUDITORS
16.1 STATUTORY AUDITORS
The Members at the 44th Annual General Meeting (AGM) of the Company held on 26th September, 2017 had appointed M/s V. P. Jain & Associates, Chartered Accountants (ICAI Firm Registration Number 015260N), as the statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of the said AGM until the conclusion of the 49th AGM to be held in the year 2022, subject to ratification of their appointment by the members of the Company at every subsequent AGM of the Company.
The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.
16.2 AUDITORSâ REPORT
The Auditors'' Report does not contain any qualifications/reservation or adverse remarks. Notes to accounts are self explanatory and form an integral part of Financial Statements.
16.3 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Ms.Kamlesh Gupta, Company Secretary has been appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of secretarial and related records of the Company for the financial year ended on March 31, 2018.
A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 forms part of this report and is annexed herewith as Annexure-2.
16.4 INTERNAL AUDITORS
M/s Lalit Kumar & Co., Chartered Accountants, continues to be the Internal Auditors of the Company to perform the functions of internal audit.
16.5 COST AUDITORS
On the recommendations of Audit Committee, M/s R. J. Goel& Co., Cost Accountants (Firm Registration No.000026) have been appointed as the Cost Auditors to audit the cost accounts of the Company relating to Milk Powder for the financial year 2018-19.
As required under the Companies Act, 2013, resolutions seeking members'' approval for the ratification of remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.
17. NOMINATION AND REMUNERATION POLICY
The Board on the recommendations of the Nomination & Remuneration Committee has framed a Policy for the selection and appointment of directors, key managerial personnel and also for determining the criteria of their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report and is uploaded on the Company''s website at http://www.milkfoodltd.com/img/downloads/Milkfood_Nomination_Remuneration_Policy.pdf
18. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy. The Company is aware of the risks associated with the business of the Company. It regularly analyses and takes corrective actions for managing / mitigating the risks.
At present, the Company has not identified any element of risks which may threaten the existence of the Company.
19. PERFORMANCE EVALUATION
In terms of the requirements of the Act and Listing Regulations, a separate exercise was carried out to evaluate the performance of all the individual Directors on the Board who were evaluated on parameters such as level of engagement, contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Directors being evaluated). The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit Committee, Nomination and Remuneration Committee as well as the Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.
Some of the key criteria for the performance evaluation are as follows -
Performance evaluation of Directors:
1. Attendance at the Board/Committee meetings.
2. Contribution at the Board/Committee meetings.
3. Guidance/support to management outside Board/Committee meetings.
Performance evaluation of Board and Committees:
1. Degree of fulfillment of key responsibilities.
2. Board Structure and Composition.
3. Quality of relationship between Board and Management.
4. Efficacy of communication with external shareholders.
5. Effectiveness of Board process, information and functioning.
20. 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 in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.
21. CORPORATE SOCIAL RESPONSIBILITY
The Management and the Board of Directors of the Company are of strong opinion that Corporate Social Responsibility is strongly connected with the principles of sustainability and taking care of the society at large.
In terms of provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee (âCSR Committeeâ) is in existence to monitor the Corporate Social Responsibility Policy of the Company as approved by the Board and the said policy is available on website of the Company i.e. http://www.milkfoodltd.com/img/downloads/ Milkfood_Corporate_Social_Responsibility_Policy.pdf.
During the financial year 2017-18, the provisions of Section 135 of the Companies Act, 2013 were not applicable on the Company since the Company does not fall under the conditions necessary for complying with CSR provisions. Hence, no amount was required to be spent during the year.
22. CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance forms an integral part of Annual Report and is set out as a separate section therein. A certificate from the Practicing Company Secretary, regarding the compliance with the conditions of corporate governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Directors'' Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been given separately and forms part of this Report.
24. INFORMATION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621. The listing fee for the financial year 201819 has been paid.
25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as âAnnexure-3â.
26. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure-4â.
27. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report is being sent to all members and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the members at the Registered Office of the Company during the business hours on all the working days of the Company. The members interested in obtaining such particulars may write to the Company Secretary.
Disclosures pertaining to remuneration and other details as required u/s 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 are provided as per âAnnexure-5â.
28. RELATED PARTY TRANSACTIONS
All related party transactions which were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. A disclosure in form AOC-2 is annexed with this Report as Annexure-6.
All related party transactions have been disclosed in Note 34 to the Accounts.
All Related Party Transactions are placed before the Audit Committee and also the Board for approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http:// www.milkfoodltd.com/img/downloads/Milkfood_Policy_on_related_party_transactions.pdf
29. GREEN INITIATIVES
In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Annual Report 2018 and Notice of the 45th AGM are being sent to all members whose email addresses are registered with the Company /RTA/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018 and the Notice of the AGM are being sent by the permitted mode. Members requiring physical copies can send a request to the Company Secretary.
The Annual Report 2018 is also available on our website, www.milkfoodltd.com.
30. PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate the trading in the securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company.
The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at www.milkfoodltd.com.
31. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, Vigil Mechanism for directors and employees to report their genuine concerns such as unethical behavior, actual or suspected fraud, violation of the Company''s Code of Conduct, has been adopted. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.milkfoodltd.com/img/downloads/Milkfood_WHISTLEBLOWER_POLICY.pdf
32. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an adequate system of internal control to safeguard and protect from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting the financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company.
33. COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Company is fully compliant with the applicable mandatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.
36. ACKNOWLEDGEMENT
Your Company and its Board of Directors would like to express their sincere appreciation for the assistance, support and cooperation received from Government, regulatory authorities, stakeholders, customers, vendors, investors, financial institutions, bankers and members during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board
Sd/- Sd/-
Place: New Delhi Harmesh Mohan Sood AshaGadi
Date :25th May, 2018 Director Director
DIN:07951620 DIN:00110734
Mar 31, 2016
Directorsâ Report
TO THE MEMBERS
The Directors present their 43rd Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2016.
1. FINANCIAL RESULTS
|
(Rs./Lacs) 2015-16 |
(Rs./Lacs) 2014-15 |
|
|
Profit/(Loss) after charging all expenses before depreciation |
841 |
807 |
|
Deduct: Depreciation |
688 |
636 |
|
Profit/(Loss) for the year |
153 |
171 |
|
Current Tax |
30 |
34 |
|
Deferred Tax |
30 |
37 |
|
Profit/(Loss) after tax before discontinuing operation |
93 |
100 |
|
Profit/ (Loss) from discontinuing operation |
- |
- |
|
Transferred to General Reserve |
93 |
100 |
2. OPERATIONS
During the period under Report, the Company''s sales and other income are Rs.37301 lacs and cash profit is Rs.841 lacs as compared to last year''s figures of Rs.37249 lacs and cash profit of Rs.807 lacs respectively. After depreciation, the profit for the year is Rs.153 lacs as compared to the profit of Rs. 171 lacs in the previous year.
3. DIVIDEND
The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the Directors.
4. FIXED DEPOSITS
The details relating to Deposits, covered under Chapter V of the Act:
(a) Accepted during the year - Nil;
(b) There were 25 unpaid/unclaimed fixed deposits with the Company amounting to Rs.19.13 Lacs as at the end of the year;
(c) There has not been any default in repayment of deposits or payment of interest thereon during the year.
5. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
In compliance with provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has prepared consolidated financial statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements along with the Auditors'' Report thereon forms part of this Annual Report.
During the year, the Board of Directors (the Board) have reviewed the affairs of the Subsidiary. Further, a statement containing the salient features of the financial statements of subsidiary in the prescribed format AOC-1 is appended as âAnnexure 1â to the Board''s Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiary, are available on the Company''s website at www.milkfoodltd.com.
The Company has no material subsidiary company but in order to comply with the Listing Regulations, the Company has adopted a Policy on Material Subsidiary Companies and has uploaded on the Company''s website at www.milkfoodltd.com.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or made investments covered under the provisions of Section 186 of the Companies Act, 2013.
The details of the guarantee given by the Company are given in the Notes to the financial statements.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.
8. DIRECTORS
Mr. Amarjeet Kapoor, Director (DIN: 00122843) retires by rotation and, being eligible, offers himself for re-appointment as the Director of the Company. The Board recommends his re-appointment.
Brief resume of Mr. Amarjeet Kapoor as stipulated under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed in the Corporate Governance Report.
During the year, following changes have occurred in the Directorship of the Company:
- Ms. Gita Bawa (DIN 00111003) was appointed as an Additional Director in the category of Independent Director w.e.f. 30.05.2016.
- Mrs. Sushma Sagar (DIN 02582144) was appointed as an Additional Director in the category of Non Executive Non Independent Director w.e.f. 30.05.2016.
Ms. Gita Bawa was appointed as an Additional Director in the category of Independent Director on the Board of the Company. Pursuant to Section 161 of the Companies Act, 2013, Ms. Gita Bawa holds office only upto the date of the forthcoming Annual General Meeting of the Company and in accordance with the requirements of Section 150 and 152 of the Companies Act, 2013, her continuance as an Independent Director requires the approval of the Members of the Company in the ensuing Annual General Meeting. The Company has received a Notice in writing alongwith requisite deposit under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director. The Board recommends her appointment for a period of 5 years with effect from 30th May, 2016.
Mrs. Sushma Sagar was appointed as an Additional Director in the category of Non Executive Non Independent Director on the Board of the Company. As per the provisions of Section 161 of the Companies Act, 2013, Mrs. Sushma Sagar holds office only up to the date of the ensuing Annual General Meeting of the Company. The Company has received a Notice in writing alongwith requisite deposit under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director. The Board recommends her appointment at the ensuing Annual General Meeting.
Mr. K. K. Kohli continues to be the Non Executive Non Independent Director of the Company.
Mrs. Asha Gadi and Mr. Anil Girotra continue to hold the office as the Independent Directors of the Company.
9. DECLARATION OF INDEPENDENCE
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS
The Company has issued the formal letter of appointment to all the independent directors in the manner as provided under the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company at www.milkfoodltd.com.
11. MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, eight Board meetings and one separate meeting of the Independent Directors were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
12. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has a policy of conducting familiarization programmes for Independent Directors in order to familiarize them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates etc. The details of such Policy has been given on the website of the Company at www.milkfoodltd.com
13. COMMITTEES
As per the provisions of Section 177 and 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of these Committees and details of their meetings are given in the Corporate Governance Report.
14. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions Section 203 of the Companies Act, 2013, Mr. Sudhir Avasthi, Chief Executive Officer, Mr. Sanjeev Kothiala, Chief Financial Officer and Mr. Rakesh Kumar Thakur, Company Secretary are the Key Managerial Personnel of the Company.
15. DIRECTORSâ RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:
a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
16. RELATED PARTY TRANSACTIONS
All related party transactions which were entered into during the financial year were on arm''s length basis and in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.
None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.
All related party transactions have been disclosed in Note 1B (vii) to the Accounts.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.milkfoodltd.com.
17. AUDITORS
17.1 STATUTORY AUDITORS
M/s. Madan & Associates, Chartered Accountants, (FRN-000185N), were appointed as the Statutory Auditors in the 42nd Annual General Meeting (AGM) held on 29th September, 2015 to hold the office from the conclusion of that AGM till the conclusion of the 44th AGM to be held in the year 2017, subject to ratification of their appointment by the members of the Company at every subsequent AGM. The Board of Directors of your Company seeks ratification of the appointment of Statutory Auditors at the ensuing AGM. They have given their eligibility certificate & consent for the proposed ratification.
17.2 AUDITORSâ REPORT
The Auditors'' Report does not contain any qualifications/reservation or adverse remarks. Notes to accounts are self explanatory and form an integral part of Financial Statements.
17.3 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by the Company Secretary in Practice is annexed herewith as âAnnexure 2â.
17.4 INTERNAL AUDITORS
M/s Lalit Kumar & Co., Chartered Accountants, continues to be the Internal Auditors of the Company to perform the functions of internal audit.
17.5 COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, dated 30th June, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of cost audit, our Company was exempted from the cost audit for the financial year 2014-15.
However, by virtue of Cost Audit Order notified by the Ministry of Corporate Affairs dated 31st December, 2014, the Company is again covered under the purview of cost audit for the financial year 2015-16.
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. R. J. Goel & Co., Cost Accountants (Firm Registration No.000026) have been appointed as the Cost Auditors of the Company.
18. REMUNERATION POLICY
The Board has on the recommendations of the Nomination and Remuneration Committee has framed a Policy for the selection and appointment of directors, key managerial personnel and also for determining the criteria of their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report and is uploaded on the Company''s website at www.milkfoodltd.com.
19. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy. The Company is aware of the risks associated with the business of the Company. It regularly analyses and takes corrective actions for managing / mitigating the risks.
At present the Company has not identified any element of risks which may threaten the existence of the Company.
20. PERFORMANCE EVALUATION
In terms of the requirements of the Act and Listing Regulations, a separate exercise was carried out to evaluate the performance of all the individual Directors on the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Directors being evaluated). The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit Committee, Nomination and Remuneration Committee as well as the Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.
Some of the key criteria for the performance evaluation are as follows -
Performance evaluation of Directors:
1. Attendance at the Board/Committee meetings.
2. Contribution at the Board/Committee meetings.
3. Guidance/support to management outside Board/Committee meetings.
Performance evaluation of Board and Committees:
1. Degree of fulfillment of key responsibilities.
2. Board Structure and Composition.
3. Quality of relationship between Board and Management.
4. Efficacy of communication with external shareholders.
5. Effectiveness of Board process, information and functioning.
21. 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 in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.
22. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 relating to the Corporate Social Responsibility are not applicable to the Company.
23. CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance forms an integral part of Annual Report and is set out as a separate section therein. A certificate from the Practicing Company Secretary, regarding the compliance with the conditions of corporate governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Directors'' Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report has been given separately and forms part of this Report.
25. INFORMATION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621.The listing fee for the financial year 201617 has been paid.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as âAnnexure 3â.
27. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure 4â.
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report is being sent to all the members and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the members at the Registered Office of the Company during the business hours on all the working days of the Company. The members interested in obtaining such particulars may write to the Company Secretary.
Disclosures pertaining to remuneration and other details as required u/s 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 are provided as per âAnnexure 5â.
29. GREEN INITIATIVES
Electronic copies of the Annual Report 2016 and Notice of the 43rd AGM are being sent to all members whose email addresses are registered with the Company /RTA/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2016 and the Notice of the AGM are being sent by the permitted mode. Members requiring physical copies can send a request to the Company Secretary.
The Annual Report 2016 is also available on our website, www.milkfoodltd.com.
The Company is providing remote e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The instructions for remote e-voting have been provided in the Notice.
30. PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate the trading in the securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company.
The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at www.milkfoodltd.com
31. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, Vigil Mechanism for directors and employees to report their genuine concerns such as unethical behavior, actual or suspected fraud, violation of the Company''s Code of Conduct, has been adopted. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.milkfoodltd.com.
32. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an adequate system of internal control to safeguard and protect from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting the financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company.
33. COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Company is fully compliant with the applicable mandatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
34. ACKNOWLEDGEMENT
We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board
Place: New Delhi Amarjeet Kapoor K.K Kohli
Date :30th May, 2016 Director Director
DIN:00122843 DIN:00127337
Mar 31, 2015
DEAR MEMBERS,
The Directors present their 42nd Annual Report together with Audited
Financial Statements of the Company for the financial year ended 31st
March, 2015.
1. FINANCIAL RESULTS
(Rs./Lacs) (Rs./Lacs)
2014-15 2013-14
Profit/(Loss) after charging 807 896
all expenses before depreciation
Deduct: Depreciation 636 584
Profit/(Loss) for the year 171 312
Current Tax 34 55
Deferred Tax 37 102
Profit/(Loss) after tax before 100 155
discontinuing operation
Profit/(Loss) from discontinuing operation 0 (37)
Transferred to General Reserve 100 118
2. OPERATIONS
During the period under Report, the Company's sales and other income
are Rs.37249 lacs and cash profit is Rs.807 lacs as compared to last
year's figures of Rs.43325 lacs and cash profit of Rs.896 lacs
respectively. After depreciation, the profit for the year is Rs.171
lacs as compared to the profit of Rs. 312 lacs in the previous year.
3. DAIRY WHITENER
During the year under review and looking at the emerging markets with a
great demand for Dairy Whitener, the Company has launched a new product
'Dairy Whitener'. This has been accepted well in the market which
further encouraged the Company to continue to improve its
competitiveness through quality checks. In order to have a fair market
share, Company is going in for aggressive marketing with a focus on
advertisement in print and TV media. The Company has executed good
orders of Dairy Whitener with the institutional buyers. Further company
is concentrating in the eastern sector of the country which has a good
potential for the product.
4. DIVIDEND
The Board of Directors of your Company proposes to retain the profits
for use in the business expansion programs. Accordingly, no dividend
is recommended by the Directors.
5. FIXED DEPOSITS
The details relating to Deposits, covered under Chapter V of the Act:
(a) Accepted during the year - Nil;
(b) There were 31 unpaid or unclaimed fixed deposits with the Company
amounting to Rs. 9.59 Lacs as at the end of the year;
(c) There has not been any default in repayment of deposits or payment
of interest there on during the year.
6. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and of its
subsidiary duly audited by the statutory auditors are presented in the
Annual Report. The consolidated financial statements have been prepared
in strict compliance with applicable Accounting Standards and wherever
applicable, Listing Agreement as prescribed by the Securities and
Exchange Board of India.
During the year, the Board of Directors (the Board) have reviewed the
affairs of the Subsidiary. Further, a statement containing the salient
features of the financial statements of subsidiary in the prescribed
format AOC-1 is appended as "Annexure 1" to the Board's Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited financial statements
of its subsidiary, are available on the Company's website at
www.milkfoodltd.com.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or investments covered under the
provisions of Section 186 of the Companies Act, 2013.
The details of the guarantee given by the Company are given in the
Notes to the financial statements.
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which these financial statements relate and the date of this Report.
9. DIRECTORS
Mr. K.K. Kohli, Director retires by rotation and, being eligible,
offers himself for re-appointment as the Director of the Company. The
Board recommends his re-appointment.
Brief resume of the above Director, nature of his expertise in specific
functional areas and name of companies in which he holds the
Directorship and the Membership/Chairmanship of the Committees of the
Board as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange are annexed in the Corporate Governance Report.
As per the provisions of the Companies Act, 2013 and Listing Agreement,
Mr. Anil Girotra and Mrs. Asha Gadi had been appointed as the
Independent Directors of the Company and their appointment was
confirmed by the members of the Company in their Annual General Meeting
held on 27th September, 2014 to hold the office for 5 consecutive
years.
Mr. K. K. Kohli and Mr. Amarjeet Kapoor continue to be the Non
Executive Directors of the Company.
During the year under review, Mr. Suresh Alipuria, Director, has
resigned from the Directorship of the Company w.e.f. 28th June, 2014.
The Board places on record its sincere appreciation for the useful
services rendered by Mr. Suresh Alipuria during his tenure of services
with the Company
10. DECLARATION OF INDEPENDENCE
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
11. MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, ten Board meetings and one meeting of
Independent Directors were convened and held. The details of which are
given in the Corporate Governance Report. The intervening gap between
the meetings was within the period prescribed under the Companies Act,
2013.
12. COMMITTEES
As per the provisions of Section 177 and 178 of the Companies Act, 2013
and the Listing Agreement, the Company is having an Audit Committee and
a Nomination and Remuneration Committee and stakeholders Relationship
Committee. The Composition and details of their meetings are given in
the Corporate Governance Report.
13. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act, 2013, Mr. Sudhir
Avasthi has been appointed as the Chief Executive Officer of the
Company and Mr. Sanjeev Kothiala as the Chief Financial Officer of the
Company.
In accordance with Section 203 of the Companies Act, 2013, the Company
has appointed Mr. Rakesh Kumar Thakur as the Company Secretary of the
Company w.e.f. 01.03.2015.
Mrs. Rishbha Ahluwalia, ceased to be Company Secretary of the Company
w.e.f. 02.02.2015.
14. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134 (3) (c) of the Companies Act, 2013, your
Directors confirm:
a) that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures,
if any;
b) that such accounting policies as mentioned in Notes to the financial
statements have been selected and applied consistently and judgement
and estimates have been made 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, 2015 and of the profit of the Company for the year ended on
that date;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
15. RELATED PARTY TRANSACTIONS
Ms. Roshini Sanah Jaiswal has been appointed w.e.f. 01.04.2013 as the
Executive Director (Operations), incharge of overseas operations and
new products of the Company. During the financial year 2013-14, the
Company had achieved an all time high turnover of 4800 MT in the export
of skimmed milk powder. During the financial year 2014-15, there was a
substantial decline in the international prices of skimmed milk powder
and the Company therefore logically felt necessary to develop the new
product. She made substantial contribution in the development of dairy
whitener, design of packing material, listing in prime institutions for
supply.
During the current financial year she has been paid a total
remuneration of Rs. 10 Lac per month. During the next financial year
she will continue to get the same remuneration. Her appointment is for
a period 5 years with effect from 01.04.2013. Approval of the
shareholders is being sought by the Company.
All related party transactions which were entered into during the
financial year were on arm's length basis and in the ordinary course of
the business. There are no materially significant related party
transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with the interest of the Company at large.
None of the Directors have any pecuniary relationships or transactions
vis-a-vis the Company.
All related party transactions have been disclosed in Note 1B (vii) to
the Accounts.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www.milkfoodltd.com.
16. AUDITORS
16.1 STATUTORY AUDITORS
M/s. Madan & Associates, Chartered Accountants, the Statutory Auditors
of the Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment.
16.2 AUDITORS' REPORT
The Auditors' Report does not contain any qualification/adverse
remarks. Notes to accounts are self explanatory and form an integral
part of the Financial Statements.
16.3 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report submitted by the
Company Secretary in Practice is annexed herewith as "Annexure 2".
16.4 INTERNAL AUDITORS
In order to strengthen the internal control systems, to minimize the
losses and considering the size and nature of business, the Company has
appointed an independent firm of Chartered Accountants M/s Lalit Kumar
& Co. as the Internal Auditors of the Company to perform the functions
of internal audit.
16.5 COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Companies (Cost Records and Audit) Rules, 2014, dated 30th
June, 2014 notified by the Ministry of Corporate Affairs which exempted
certain industries from the purview of Cost Audit, our Company was
exempted from the cost audit for the financial year 2014-15.
17. REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
18. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act, 2013 & Clause 49
of the Listing Agreement, the Company has constituted a Risk Management
Policy. The Company is aware of the risks associated with the business
of the Company. It regularly analyses and takes corrective actions for
managing / mitigating the same.
At present the Company has not identified any element of risks which
may threaten the existence of the Company.
19. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a separate exercise was carried out to evaluate
the performance of individual Directors including the Chairman of the
Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board (excluding the Directors
being evaluated). The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors.
The Board also carried out annual performance evaluation of the working
of its Audit Committee, Nomination and Remuneration as well as
Stakeholders Relationship Committee. The Directors expressed their
satisfaction with the evaluation process.
Some of the key criteria for the performance evaluation are as follows:-
Performance evaluation of Directors:
1. Attendance at the Board/Committee meetings.
2. Contribution at the Board/Committee meetings.
3. Guidanace/support to management outside Board/Committee meetings.
Performance evaluation of Board and Committees:
1. Degree of fulfillment of key responsibilities.
2. Board Structure and Composition.
3. Quality of relationship between Board and Management.
4. Efficacy of communication with external shareholders.
5. Effectiveness of Board process, information and functioning.
20. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has a policy of conducting familiarization programmes for
Independent Directors in order to familiarize them with the Company,
their roles, rights, responsibilities in the Company and nature of the
industry in which the Company operates etc. The details of such Policy
has been given on the website of the Company at www.milkfoodltd.com
21. 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 Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No complaint has
been recived during the year under review.
22. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company.
23. CORPORATE GOVERNANCE REPORT
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
separate Report on Corporate Governance and a Certificate from the
Practicing Company Secretary, regarding the compliance of the
conditions of Corporate Governance are annexed to the Directors'
Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange has been presented in a separate section forming part of the
Annual Report.
25. INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE
The shares of your Company are listed at the BSE Ltd. vide Stock Code:
507621.The listing fee for the financial year 2015- 16 has been paid.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are annexed herewith as "Annexure 3".
27. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure 4".
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) read with Rule 5
(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the Report
is being sent to all shareholders and others entitled thereto,
excluding the aforesaid information and the said particulars are
available for inspection by the members at the Registered Office of the
Company during the business hours on working days of the Company. The
members interested in obtaining such particulars may write to the
Company Secretary.
Disclosures pertaining to remuneration and other details as required
u/s 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as per "Annexure-5"
29. GREEN INITIATIVES
Electronic copies of the Annual Report 2015 and Notice of the 42nd AGM
are being sent to all members whose email addresses are registered with
the Company /RTA/ Depository Participant(s). For members who have not
registered their email addresses, physical copies of the Annual Report
2015 and the Notice of the AGM are being sent in the permitted mode.
Members requiring physical copies can send a request to the Company
Secretary.
The Annual Report 2015 is also available on our website,
www.milkfoodltd.com.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, as amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Clause 35 of the Listing
Agreement. The instructions for e-voting are provided in the Notice.
30. PREVENTION OF INSIDER TRADING
Pursuant to new SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has adopted a Code of Conduct for the prevention of
insider trading with a view to regulate trading in securities of
Company by the Directors and Designated Employees of the Company on the
basis of unpublished price sensitive information available to them by
virtue of their position in the Company.
31. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for Directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.milkfoodltd.com.
32. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from losses, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
the financial statements. The Internal Auditor of the Company checks
and verifies the internal control and monitors them in accordance with
policy adopted by the Company.
32. ACKNOWLEDGEMENT
We thank our customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity, cooperation
and support.
For and on behalf of the Board
Place: New Delhi Amarjeet Kapoor K.K Kohli
Date : 27th July, 2015 Director Director
DIN:00122843 DIN:00127337
Mar 31, 2014
Dear Members,
The Directors present their 41st Report together with Audited Accounts
of the Company for the financial year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs./Lacs) (Rs./Lacs)
2013-14 2012-13
Profit/(Loss) after charging all 896 533
expenses before Depreciation
Deduct: Depreciation 584 427
Profit/(Loss) for the year 312 106
Current Tax 55 20
Wealth Tax 0 2
Deferred Tax 102 10
Adj for earlier year 0 0
Profit/(Loss) after Tax before 155 74
discontinuing operation
Profit/(Loss) from discontinuing operation (37) (7)
Transferred to General Reserve 118 67
OPERATIONS
During the period under Report, the Company''s sales and other income
are Rs. 43325 lacs and cash profit is Rs.896 lacs as compared to last
year''s figures of Rs. 33579 lacs and cash profit of Rs. 533 lacs
respectively. After depreciation, the profit for the year is Rs.312
lacs as compared to the profit of Rs. 106 lacs in the previous year.
DIVIDEND
The Board of Directors of your Company proposes to retain the profits
for use in the business expansion programs. Accordingly, no dividend is
recommended by the directors.
FIXED DEPOSITS
As on 31.03.2014, there were 30 unclaimed fixed deposits with Company
amounting to Rs. 8.55 lacs, out of which 4 fixed deposits amounting to
Rs. 0.90 lacs have been refunded.
GREEN INITIATIVES
During fiscal year 2013, we started a sustainability initiative with
the aim of going green and minimizing our impact on the environment.
Electronic copies of the Annual Report 2014 and Notice of the 41st AGM
are being sent to all members whose email addresses are registered with
the Company /RTA/ Depository Participant(s). For members who have not
registered their email addresses, physical copies of the Annual Report
2014 and the Notice of the AGM are being sent in the permitted mode.
Members requiring physical copies can send a request to the Company
Secretary.
The Annual Report 2014 is also available on our website,
www.milkfoodltd.com.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to section 108 of the Companies Act, 2013
read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 and SEBI circular CIR/CfD/POLICY CELL/2/2014. The
instructions for e-voting is provided in the Notice.
BRAND ''MILKFOOD''
In order to augment funds for paying off the loans/ use in general
business of the Company and to reduce the burden of interests being
paid on Working Capital limits procured from the Bankers, the brand
''Milkfood'' was sold to one of the promoter controlled companies during
the financial year 2013-14 subject to obtaining clearance and a ''No
Objection Certificate'' from the bankers of the Company. It was further
agreed between both the parties that the brand name ''Milkfood'' would
continue to be exclusively used by Milkfood Limited for its normal
working operations.
The subject sale was done in accordance with the relevant provisions of
the Companies Act, 1956 and rules made thereunder.
CONSOLIDATED ACCOUNTS
In accordance with the general circular No. 2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Annual Accounts of the subsidiary company viz. MFL Trading Private
Limited are not being attached with the Balance Sheet of the Company.
The Company will make available the Annual Accounts of the subsidiary
company to any member of the company who may be interested in obtaining
the same. The annual accounts of the subsidiary company will also be
kept open for inspection at the Registered Office of the Company and
that of the subsidiary company. The Consolidated Financial Statements
presented by the Company in this report include the financial results
of its subsidiary company.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 form part of this
Report. However, as per the provisions of section 219(1)(b)(iv), Report
and Accounts are being sent to all the members of the Company excluding
the statement of particulars of employees. Any member interested in
obtaining a copy of the said statement may write to the Company at the
Registered Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in sub section (2AA) of Section
217 of the Companies Act, 1956 and relevant provisions of the Companies
Act, 2013 (to the extent applicable), your Directors confirm that:-
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed;
(ii) the Directors have 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 the financial year and of the profits of
the Company for that year;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and Companies Act, 2013 (to the
extent applicable) for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Directors have prepared the annual accounts on a going concern
basis. During the year, the Company has made provisions for gratuity
and leave encashment in compliance with Section 211(3A) read with
211(3B) and 211(3C) of the Companies Act, 1956 read with Accounting
Standard-15 issued by the ICAI.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a separate Report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding the compliance of the conditions of Corporate Governance are
annexed to the Directors'' Report.
INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE
The shares of your Company are listed at the BSE Ltd. vide Stock Code:
507621.
The Listing fee for the financial year 2014-15 has been paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(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 information relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is annexed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
DIRECTORS
Mr. Amarjeet Kapoor, Director retires by rotation and, being eligible,
offers himself for re-appointment as the Director of the Company. The
Board recommends his re-appointment.
Brief resume of the above Director, nature of his expertise in specific
functional areas and name of companies in which he holds the
Directorship and the Membership/Chairmanship of the Committees of the
Board as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange are annexed in the Corporate Governance Report.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and relevant rules framed there under, Mr. Anil Girotra was appointed
as an Additional Director designated as an Independent Director w.e.f.
28th June, 2014 and he shall hold office up to the date of the ensuing
Annual General Meeting. The Company has received requisite notice in
writing from a member proposing Mr. Anil Girotra for appointment as an
Independent Director.
Pursuant to the provisions of Section 149, 152 of the Companies Act,
2013 and relevant rules framed there under, Mrs. Asha Gadi, an
Independent Director will hold office up to the ensuing Annual General
Meeting. The Company has received requisite notice in writing from a
member proposing Mrs. Asha Gadi for appointment as an Independent
Director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Mr. Suresh Alipuria, Director ceased to be the director of the Company
w.e.f. 28th June, 2014. Management places its appreciation for the
services rendered by him as a Director of the Company.
KEY MANAGERIAL PERSONNEL
The Companies Act, 2013 provides for the appointment of key managerial
personnel. Mr. Sudhir Avasthi will continue to remain as the Chief
Executive Officer of the Company.
In accordance with Section 203 of the Companies Act, 2013, the Company
has appointed Mr. Sanjeev Kothiala as the Chief Financial Officer of
the Company who shall inter-alia, oversee the finance, banking,
accounting functions of the Company.
The Company is in the process of filing the requisite returns and
eforms with the appropriate authorities in this regard.
AUDITORS
M/s. Madan & Associates, Chartered Accountants, Auditors of the Company
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment.
In order to strengthen the internal control systems, minimize losses
and considering the size and nature of business, the Company had
appointed an independent firm of Chartered Accountants M/s Lalit Kumar
& Co. to perform the functions of an internal auditor of the Company
with effect from April, 2013.
GENERAL
Your Directors wish to express their appreciation of the co-operation
and support given by all employees and the bankers of the Company
during the year.
There being no qualification/ adverse remarks/reservation contained in
the Auditors Report, no explanation is required to be given by the
Board of directors. The Notes to Accounts are self explanatory and
forms an integral part of the financial statements.
For and on behalf of the Board
Place: New Delhi Amarjeet Kapoor K.K Kohli
Date :28th June, 2014 Director Director
Mar 31, 2012
The Directors present their Thirty Ninth Report together with Audited
Accounts of the Company for the financial year ended 31st March, 2012.
FINANCIAL RESULTS (Rs./Lacs)
Profit/(Loss) after charging all
expenses before Depreciation 642.88
Deduct: Depreciation 494.90
Profit/(Loss) for the year 147.98
Current Tax 28.14
Wealth Tax 1.70
Deferred Tax 45.94
Adj for earlier year 6.69
Profit/(Loss) after Tax before
discontinuing operation 65.51
Profit/(Loss) from discontinuing operation (7.34)
Transferred to General Reserve 58.17
OPERATIONS
During the period under Report, the Company's sales and other income
are Rs. 30,503 lacs and cash profit is Rs. 642.88 lacs as compared to
last year's figures of Rs. 30,904 lacs and cash profit of Rs. 13.37
lacs respectively. After depreciation, the profit for the year is Rs.
147.98 lacs as compared to the loss of Rs. 454.51 lacs in the previous
year.
DIVIDEND
The Board of Directors of your Company proposes to retain the profits
for use in the business expansion programs. Accordingly, no dividend
is recommended by the directors.
FIXED DEPOSITS
As on 31.03.2012, there were 32 unclaimed fixed deposits with Company
amounting to Rs. 9,78,000/-, out of which 10 fixed deposits amounting
to Rs. 2,80,000 have been renewed/refunded.
CONSOLIDATED ACCOUNTS
In accordance with the general circular No. 2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Annual Accounts of the subsidiary company are not being attached
with the Balance Sheet of the Company. The Company will make available
the Annual Accounts of the subsidiary company to any member of the
company who may be interested in obtaining the same. The annual
accounts of the subsidiary company will also be kept open for
inspection at the Registered Office of the Company and that of the
subsidiary company. The Consolidated Financial Statements presented by
the Company in this report include the financial results of its
subsidiary company.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 form part of this
Report. However, as per the provisions of section 219(1)(b)(iv), Report
and Accounts are being sent to all the members of the Company excluding
the statement of particulars of employees. Any member interested in
obtaining a copy of the said statement may write to the Company at the
Registered Office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in sub section (2AA) of Section
217 of the Companies Act, 1956, your Directors confirm that:-
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2012 the applicable accounting standards have been
followed;
(ii) the Directors have 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 the financial year and of the profits of
the Company for that year;
(iii) the Directors have 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 have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a separate Report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding the compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE
The shares of your Company are listed at the Bombay Stock Exchange Ltd.
(BSE) vide Stock Code : 507621.
Listing fees for the financial year 2012-13 has been paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(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 information relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is annexed.
DIRECTORS
Mr. Suresh Alipuria and Mr. K.K. Kohli, Directors retire by rotation
and, being eligible, offer themselves for re-election as the Directors
of the Company. The Board recommends their re-appointment.
Brief resume of the above Directors, nature of their expertise in
specific functional areas and name of companies in which they hold the
Directorship and the Membership/Chairmanship of the Committees of the
Board as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange are annexed in the Corporate Governance Report.
Dr. Umesh N. Saxena, Managing Director, has resigned from the
Directorship of the Company w.e.f. 1st May, 2011 on the completion of
his term as the Managing Director.
The Board places on record its sincere appreciation for the useful
services rendered by Dr. Umesh N. Saxena during his tenure of services
with the Company.
Mr. Amarjeet Kapoor, Whole time Director ceased to act as the Whole
time Director of the Company w.e.f. 1st June, 2011 but continues to act
as the Non Executive Director of the Company.
AUDITORS
M/s. Madan & Associates, Chartered Accountants, Auditors of the Company
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment.
COST AUDITORS
M/s. R. J. Goel & Co., Cost Accountants, Delhi have been appointed as
Cost Auditors to carry out the audit of the Company's cost records for
the financial year ending 31st March, 2013.
GENERAL
Your Directors wish to express their appreciation of the co-operation
and support given by all employees and the bankers of the Company
during the year.
The Notes forming part of the Accounts being self-explanatory, the
comments made by the Statutory Auditors in their Report are not being
dealt with separately.
For and on behalf of the Board
Place : New Delhi Suresh Alipuria K.K. Kohli
Date : 14th August, 2012 Director Director
Mar 31, 2011
TO THE MEMBERS
The Directors present their Thirty Eighth Report together with Audited
Accounts of the Company for the financial year ended 31st March, 2011.
FINANCIAL RESULTS (Rs./Lacs)
Profit/(Loss) after 9.35
charging all expenses
before Depreciation
Deduct: Depreciation 473.22
Profit/(Loss) for the (463.87)
year
Wealth Tax 1.45
Deferred Tax (Liability) 51.37
Transferred to General (516.69)
Reserve
OPERATIONS
During the period under Report, the Company's sales and other income
are Rs. 30,900 lacs and cash profit is Rs. 9.35 lacs as compared to
last year's figures of Rs. 30,994 lacs and cash loss of Rs. 0.32 lacs
respectively. After depreciation, the loss for the year is Rs. 463.87
lacs as compared to the loss of Rs. 488.88 lacs in the previous year.
DIVIDEND
No dividend has been recommended by the Directors.
FIXED DEPOSITS
As on 31.03.2011, there were 20 unclaimed fixed deposits with Company
amounting to Rs. 5,38,000/-, out of which 14 fixed deposits amounting
to Rs. 3,68,000/- have been renewed/refunded.
CONSOLIDATED ACCOUNTS
In accordance with the general circular No. 2/2011 dated 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Annual Accounts of the subsidiary company are not being attached
with the Balance Sheet of the Company. The Company will make available
the Annual Accounts of the subsidiary company to any member of the
company who may be interested in obtaining the same. The annual
accounts of the subsidiary company will also be kept open for
inspection at the Registered Office of the Company and that of the
subsidiary company. The Consolidated Financial Statements presented by
the Company include the financial results of its subsidiary company.
The Consolidated Accounts of the Company and of its wholly owned
subsidiary company is annexed to this Report.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 form part of this
Report. However, as per the provisions of section 219(1)(b)(iv), Report
and Accounts are being sent to all the members of the Company excluding
the statement of particulars of employees. Any member interested in
obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in sub section (2AA) of Section
217 of the Companies Act, 1956. your Directors confirm that:-
(i) in the preparation of the annual accounts for the financial year
ended 31 st March, 2011 the applicable accounting standards have been
followed;
(ii) the Directors have 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 the financial year and of the losses of
the Company for that year;
(iii) the Directors have 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 have prepared the annual
accounts on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a separate Report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding the compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE
The shares of your Company are listed at the Bombay Stock Exchange Ltd.
(BSE) and the Stock Code at BSE is: 507621. Listing fees for the
financial year 2011-2012 has been paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1 )(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 information relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is annexed.
DIRECTORS
Mr. Amarjeet Kapoor, Director, retires by rotation and, being eligible,
offers himself for re-election as an ordinary Director. The Board
recommends his re-appointment.
Brief resume of the above Director, nature of his expertise in specific
functional areas and name of companies in which he holds the
Directorship and the Membership/Chairmanship of the Committees of the
Board as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange are annexed in the Corporate Governance Report.
Dr. Umesh N. Saxena, Managing Director, has resigned from the
Directorship of the Company w.e.f. 1st May, 2011 on the completion of
his term as the Managing Director. The Board places on record its
sincere appreciation for the useful services rendered by Dr. Umesh N.
Saxena during his tenure of services with the Company.
AUDITORS
M/s. Madan & Associates, Chartered Accountants, Auditors of the Company
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment.
GENERAL
Your Directors wish to express their appreciation of the co-operation
and support given by all employees and the bankers of the Company
during the year.
The Notes forming part of the Accounts being self-explanatory, the
comments made by the Statutory Auditors in their Report are not being
dealt with separately.
For and on behalf of the Board
Suresh Alipuria K.K. Kohli
Director Director
New Delhi
26th August, 2011
Mar 31, 2010
The Directors present their Thirty Seventh Report together with Audited
Accounts of the Company for the financial year ended 31st March, 2010.
FINANCIAL RESULTS (Rs./Lacs)
Profit/(Loss) after charging all expenses
before Depreciation (0.32)
Deduct: Depreciation 488.56
Profit/(Loss) for the year (488.88)
Wealth Tax (1.59)
Deferred Tax (Asset) 121.42
Transferred to General Reserve (369.05)
OPERATIONS
During the period under Report, the Companys sales and other income
were Rs.30,994 lacs and cash loss is Rs. 0.32 lacs as compared to last
years figures of Rs. 24,309 lacs and cash profit of Rs. 501 lacs
respectively. After depreciation, the loss for the year is Rs. 488.88
lacs as compared to the profit of Rs. 128.45 lacs in the previous year.
DIVIDEND
No dividend has been recommended by the Directors.
FIXED DEPOSITS
As on 31.03.2010, there were only twelve unclaimed fixed deposits with
Company amounting to Rs. 3,13,000/-, out of which nine fixed deposits
amounting to Rs. 2,23,000/- have been renewed/refunded.
CONSOLIDATED ACCOUNTS
The Consolidated Accounts of the Company and of its wholly owned
subsidiary company is annexed to this Report.
PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 form part of this
Report. However, as per the provisions of section 219(1 )(b)(iv),
Report and Accounts are being sent to all the members of the Company
excluding the statement of particulars of employees. Any member
interested in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in sub section (2AA) of Section
217 of the Companies Act, 1956, your Directors confirm that:-
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2010 the applicable accounting standards have been
followed;
(ii) the Directors have 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 the financial year and of the losses of
the Company for that year;
(iii) the Directors have 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 have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a separate Report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding the compliance of the conditions of Corporate Governance are
annexed to the Directors Report.
INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE
The shares of your Company are listed at the Bombay Stock Exchange Ltd.
(BSE) and the Stock Code at BSE is: 507621. Listing fees for the
financial year 2010-11 has been paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1 )(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 information relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is annexed.
DIRECTORS
Mrs. Asha Gadi, Director, retires by rotation and, being eligible,
offers herself for re-election. The Board recommends her re-
appointment.
Brief resume of the above Director, nature of her expertise in specific
functional areas and name of companies in which she holds the
Directorship and the Membership/Chairmanship of the Committees of the
Board as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange are annexed in the Corporate Governance Report.
AUDITORS
M/s R.N. Bahl & Co., Chartered Accountants, Auditors of the Company
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment.
GENERAL
Your Directors wish to express their appreciation of the co-operation
and support given by all employees and the bankers of the Company
during the year.
The notes forming part of the Accounts being self-explanatory, the
comments made by the Statutory Auditors in their Report are not being
dealt with separately.
For and on behalf of the Board
New Delhi (Dr. Umesh N. Saxena) (Suresh Alipuria)
11th August, 2010 Managing Director Director
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