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Directors Report of Flex Foods Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting this 35th Annual
Report together with Audited Financial Statements of the
Company for the financial year ended 31st March, 2025.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31st
March, 2025 and for the previous year ended 31st March, 2024
are as follows:
[Rs. in Lacs]
|
Year Ended |
Year Ended |
|
|
Revenue from Operations |
15,001.20 |
12,128.15 |
|
Other Income |
37.99 |
40.54 |
|
Total Revenue |
15,039.19 |
12,168.69 |
|
Profit before Finance Cost, |
(374.66) |
(177.75) |
|
Finance Cost |
2,279.71 |
1,722.93 |
|
Depreciation |
1,665.78 |
1,623.11 |
|
Profit before Tax |
(4,320.15) |
(3,523.79) |
|
Less: Tax Expenses |
(1,070.49) |
(930.55) |
|
Profit for the year |
(3,249.66) |
(2,593.24) |
During the year under review, your Company achieved
total revenue and net profit of Rs 15,001.20 Lakhs and Rs.
(3,249.66) Lakhs respectively, as against total revenue and
Net Profit of Rs. 12,168.69 Lakhs and Rs (2593.24) Lakhs
respectively during the previous financial year ended 31 st
March, 2024.
The comprehensive details of performance of the Company
have been given in the Management Discussion and Analysis
Report appended hereto.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March,
2025 was Rs.12.45 Crore. During the year under review, the
Company has neither issued Shares with Differential Voting
Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2025 none of the Directors of the Company
except the following held shares or convertible instruments of
the Company:
Mr. Ashok Chaturvedi - 7,610 Equity shares
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 19,07,410/- (Rupees Nineteen Lakh Seven
Thousand Four Hundred Ten) was transferred to Investor
Education and Protection Fund (IEPF) during the year under
review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, the Company has
transferred 44,855 (Forty Four Thousand Eight Hundred Fifty
Five) Equity Shares on which Dividend was not paid for more
than seven years to the Investor Education and Protection
Fund (IEPF) during the year under review.
DIVIDEND
Yours Directors are pleased to recommend a dividend of Rs.
0.50 (Rupees Fifty Paisa Only) per equity share of Rs.10/-
each (5%) for the financial year ended 31st March, 2025 after
considering business exigencies.
The Register of Members and Share Transfer Books of the
Company shall remain closed from Saturday, 26th July, 2025
to Friday, 1st August, 2025 (both days inclusive).
The Dividend, as recommended by the Board, if declared at
the meeting, will be paid to those members or their mandates:
a) Whose names appear as Beneficial owners as at the
end of business hours on Friday, the 25th July, 2025 in
the list of Beneficial Owners to be furnished by National
Securities Depository Limited and Central Depository
Services (India) Limited in respect of the shares held in
electronic form; and
b) Whose names appear as members in the Register of
Members of the Company after giving effect to valid
requests for transmission of shares, deletion/transposition
of names etc in physical form lodged with the Registrar
& Share Transfer Agents of the Company on or before
Friday, the 25th July, 2025.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Rajeev
Sharma, Non-Executive-Non-Independent Director (DIN:
08789214) of the Company retires by rotation and being
eligible, offers himself for reappointment.
Mr. Rahul Razdan was re-appointed as Whole-time Director &
CEO in terms of approval granted by the shareholders of the
Company at the 34th Annual general meeting of the Company
held on 27th August, 2024 for a period of 3 (three) years w.e.f.
24th August, 2024.
None of the Director of the Company are disqualified under the
provision of the Company''s Act, 2013 or under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors of your Company have given
declarations inter-alia confirming that they meet the criteria
of Independence as prescribed both under the Companies
Act, 2013 and Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Further, in the opinion of the Board, all the Independent
Directors of the Company, are persons of integrity, expertise,
proficiencies and relevant experiences.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the
meaning of the term ârelativeâ as per Section 2(77) of the
Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
On the basis of representations received from the Executives
of the Company, subject to disclosures in the Annual Accounts
and on the basis of the discussion with the Statutory Auditors
of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:
a. that in the preparation of the Annual Accounts for the
year ended 31st March, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any.
b. that the Company has selected such accounting policies
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 31st March, 2025 and of the Profit/Loss 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 accounts 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 systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.
The Company''s Internal Auditors have conducted periodic
audit to provide reasonable assurance that the Company''s
established policies and procedures have been followed.
The Audit Committee constituted by the Board reviewed the
internal controls and financial reporting issues with Internal
Auditors and Statutory Auditors.
DISCLOSURE RELATED TO SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURES
There were no subsidiaries, associates and joint ventures
during the period under review. However, the Company is an
Associate Company of Uflex Limited.
DEPOSITS
Your Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013 and hence no details
pursuant to Rule 8(5)(vi) of the Companies (Accounts) Rules,
2014 are reported.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
Details of Loans and Investments, if any during the financial
year under review are given in the accompanying Financial
Statements. Further, during the year under review there were
no loans, Guarantee and investments.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
The related party transactions entered during the financial year
were on Arm''s Length Basis and were in the ordinary course
of business. Therefore, the provisions of section 188(1) of the
Companies Act, 2013 are not applicable. However, suitable
disclosure has been made in the notes to the Financial
Statements.
Further, the policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website www.
fiexfoodsltd.com at the weblink https://www.fiexfoodsltd.com/
pdf/Related-Party-Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the
Companies Act, 2013, your Company has a Corporate Social
Responsibility (CSR) Committee, which comprises of Mr.
Rahul Razdan, (Chairman), Mrs. Indu Liberhan, (Member)
and Mr. Pradeep Narendra Poddar, (Member). The terms
of reference of the Corporate Social Responsibility (CSR)
Committee are provided in the Corporate Governance Report
and are as per the provisions of the Companies Act, 2013
and the rules framed thereunder. Your Company has also
formulated a Corporate Social Responsibility Policy (CSR
Policy) which is available on the website of the Company at
http://www.fiexfoodsltd.com/pdf/CSRPolicy.pdf.
During the year, one meeting of the Corporate Social
Responsibility (CSR) Committee was held on 28th March,
2025. All the members attended the meeting. However, the
average net profit during the 3 (three) immediately preceding
financial years is Rs. (23.85) lakhs, the Company was not
required to make any contribution towards CSR activities in
FY 2024-25.
Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 has been appended as âAnnexure Aâ and forms part of
this report.
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, is annexed as âAnnexure Bâ.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business.
Company''s Risk Management Policy divides Risk into two
broad categories; one Risk Associated at the Transactional
Level and the other Risk Associated at the Decision-Making
Level.
In respect of the Risk Associated at Transactional Level, the
company has appropriate control mechanism and operating
effectiveness of the Internal Financial Controls and ensure
Legal Compliance. The company has created appropriate
structures with proper delegation of duties and responsibilities
of employee at each level on enterprise basis for compliances
thereof.
In respect of Risk Associated at Decision Making level like
political, social & economic, market, technology, capital
structure, foreign exchange & interest rate, they are evaluated
before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial
Control and ensuring Legal Compliance are periodically
reviewed by the Management, Internal Auditors, Statutory
Auditors and the Audit Committee.
A detailed note has been provided under the Management
Discussion and Analysis Report, which forms integral part
of this report. The Policy on Risk Management in terms
of Section 134(3)(n) of the Companies Act, 2013 read
with Listing Regulations is in place and is available on the
Company''s website at https://www.flexfoodsltd.com/pdf/risk
management policy.pdf.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management
Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core
of the Company'' functioning. In view of the potential risk of
fraud and corruption due to rapid growth and geographical
spread of operations, the company has put even greater
emphasis on addressing this risk.
To meet this objective, a Whistle Blower Policy has been laid
down. The said policy as approved by the Board was uploaded
on the Company''s website www.flexfoodsltd.com at weblink
http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and material orders passed by any
Regulator or Court, which would impact the going concern
status of the Company and its future operations.
STATUTORY AUDIT & AUDITORS
The Report given by M/s. MJMJ & Associates LLP, Chartered
Accountants (Firm Registration No. 027706N/N400013)),
Statutory Auditors on the financial statement of the Company
for the year 2024-2025 is part of the Annual Report. There is
no qualification, reservation or adverse remark or disclaimer
in their Report.
During the year under review, the Statutory Auditors had
not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed to the Boards
Report.
The Report of the Statutory Auditors on the financial statements
including relevant notes on the accounts for the Financial Year
ended 31st March, 2025 are self-explanatory and therefore do
not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has re-appointed
M/s. KAAP & Associates, Chartered Accountants, Delhi (Firm
Registration No. 019416N) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the
financial year 2025-2026.
SECRETARIAL AUDITORS
The Board has appointed M/s Mahesh Gupta & Co., Practicing
Company Secretaries, Delhi as Secretarial Auditor pursuant
to the provisions of Section 204 of the Companies Act, 2013
and Regulation 24A of the amended SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for a term
of five (5) consecutive years, commencing from financial year
2025-26 to financial year 2029-30 subject to the approval of
the shareholders of the Company.
The Report of the Secretarial Auditors for the financial
year 2024-2025 is annexed to the Directors Report as per
âAnnexure Câ.
EXPLANATION IN RESPONSE TO THE AUDITORâS
QUALIFICATIONS
There were no qualifications, reservations or adverse remarks
made by the Statutory Auditors in their report.
There were no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in their Secretarial Audit
Report.
INDIAN ACCOUNTING STANDARDS
The annexed financial statements for the Financial Year
2024-25 and corresponding figures for 2023-24 comply in all
material aspects with the Indian Accounting Standards notified
under section 133 of the Companies Act, 2013 (the Act), the
Companies (Indian Accounting Standards) Rules, 2015 and
other relevant provisions of the Act as modified from time to
time.
COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India on Board
Meetings and Annual General Meetings.
CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.
SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank
or Financial Institution.
ANNUAL RETURN
The Draft Annual Return of the Company as on 31 st March,
2025 is available on the Company''s website and can be
accessed at https://www.flexfoodsltd.com/b2c-annual-return.
fih£
MEETINGS
During the year under review, four Board Meetings, four
meetings of Audit Committee, two meeting of Nomination and
Remuneration Committee, one meeting of CSR Committee
and five meetings of Stakeholders Relationship Committee
were convened and held, the details of which are given in
Corporate Governance Report appended hereto.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mrs. Indu Liberhan as the
(Chairperson), Mr. Pradeep Narendra Poddar, (Member), Mr.
Arvind Mahajan, (Member), and Mr. Rahul Razdan, (Member).
More details about the Committee are given in the Corporate
Governance Report appended hereto.
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT
There has been no material change and commitments
occurred, between the end of the financial year of the
Company i.e., 31st March, 2025 and the date of this report
affecting financial position of the Company.
POLICY ON REMUNERATION
The company has Nomination and Remuneration Policy
for Directors, Key Management Personnel and Senior
Management Personnel. The said policy is available at https://
www.fiexfoodsltd.com/pdf/Nomination Remuneration Policy.
pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with
Rule 5 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 and Accounts are being
sent to the Members and others entitled thereto, excluding
the information on employees'' particulars which is available
for inspection by the Members at the Registered Office
of the Company during business hours on working days of
the Company up to the date of the ensuing Annual General
Meeting. Member interested in obtaining a copy thereof, may
write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as
required under Section 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
âAnnexure Dâ.
DISCLOSURE OF COST RECORD
The provisions of maintenance of cost records specified by the
Central Government under subsection-(1) of section 148 of
the Company''s Act, 2013 for the products dealt/manufacture
by the Company are not applicable to the Company.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013
and under Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an Annual Performance Evaluation
of its own performance and that of its committees and all the
Directors individually.
The evaluation of Non-Independent Directors, Chairman and
the Board as a whole was done at a separate meeting by the
Independent Directors.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate Governance as
prescribed under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with
Report on Management Discussion and Analysis is enclosed
as part of this Report as âAnnexure E & Fâ.
DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. No
complaint was received from any employee during the financial
year 2024-2025 and hence no complaint is outstanding as on
31st March, 2025 for redressal.
PERSONNEL
Personnel relations with all employees remained cordial
and harmonious throughout the year. Your Directors wish to
place on record their sincere appreciations for the continued,
sincere and devoted services rendered by all the employees
of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all
the Institutions & Banks, Government Authorities where
company''s operations are carried out, Shareholders,
Customers, Suppliers and other Business Associates for their
continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman
Dated : 16th May, 2025 (DIN: 00023452)
Mar 31, 2024
Your Directors have pleasure in presenting this 34th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31st March, 2024 and for the previous year ended 31st March, 2023 are as follows:
[Rs. in Lacs]
|
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
|
|
Revenue from Operations |
12,128.15 |
11,732.60 |
|
Other Income |
40.54 |
58.33 |
|
Total Revenue |
12,168.69 |
11,790.93 |
|
Profit before Finance Cost, Depreciation & Tax |
(177.75) |
1,170.82 |
|
Finance Cost |
1,722.93 |
1,606.33 |
|
Depreciation |
1,623.11 |
964.22 |
|
Profit before Tax |
(3,523.79) |
(1399.73) |
|
Less: Tax Expenses |
(930.55) |
(339.97) |
|
Profit for the year |
(2,593.24) |
(1,059.76) |
During the year under review, your Company achieved total revenue and net profit of Rs 12,168.69 Lakhs and Rs. (2593.24) Lakhs respectively, as against total revenue and Net Profit of Rs. 11,790.93 Lakhs and Rs (1059.76) Lakhs respectively during the previous financial year ended 31st March, 2023.
The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2024 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2024 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
Shri Ashok Chaturvedi - 7,610 Equity shares
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 17,96,975/- (Rupees Seventeen Lakhs Ninety Six Thousand Nine Hundred Seventy Five) was transferred to Investor Education and Protection Fund (IEPF) during the year under review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has
transferred 34,004 (Thirty-Four Thousand and Four) Equity Shares on which Dividend was not paid for more than seven years to the Investor Education and Protection Fund (IEPF) during the year under review.
DIVIDEND
Yours Directors are pleased to recommend a dividend of Rs. 0.50 (Rupees Fifty Paisa) per equity share of Rs.10/- each (5%) for the financial year ended 31st March, 2024 after considering business exigencies.
The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 3rd August, 2024 to Tuesday, 27th August, 2024 (both days inclusive).
The Dividend, as recommended by the Board, if declared at the meeting, will be paid to those members or their mandates:
a) Whose names appear as Beneficial owners as at the end of business hours on Friday, the 2nd August, 2024 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and
b) Whose names appear as members in the Register of Members of the Company as on Friday the 2nd August, 2024.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DIRECTORS
None of the Director of the Company are disqualified under the provision of the Companies Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Pradeep Narendra Poddar was appointed as an Additional Independent Director by the Board of Directors of the Company w.e.f. 21st July, 2023. Further, the appointment of Mr. Pradeep Narendra Poddar was regularized and approved by the shareholders at the 33rd Annual General Meeting held on 18th August, 2023.
Further, Mr. Rajendra Kumar Mishra, whose second term as an Independent Director expired on 15th August, 2023, has ceased to be the Director of the Company. The Board of Directors place on record their appreciation for the valuable contribution made during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Razdan, Whole-time Director (DIN: 09290572) of the Company retires by rotation and being eligible, offers himself for re-appointment.
The present term of engagement of Mr. Rahul Razdan, as Whole-time Director & CEO in terms of approval granted by the shareholders of the Company at the 31 st Annual general meeting of the Company held on 24th September, 2021 comes to a close on 23rd August, 2024. The Nomination and Remuneration Committee in their meeting held dated 22nd May, 2024 have recommended his re-appointment as Whole-time Director & CEO of the Company for a period of 3 (three) years w.e.f. 24th August, 2024 and further the Board of Directors in
their meeting held on 27th May, 2024 have approved the same subject to the approval of the shareholders in the general meeting of the Company.
All the Independent Directors of your Company have given declarations inter-alia confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Companies Act, 2013.
INDIAN ACCOUNTING STANDARDS
The annexed financial statements for the Financial Year 2023-24 and corresponding figures for 2022-23 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.
DIRECTORSâ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Internal Auditors of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that the Company has selected such accounting policies 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 31st March, 2024 and of the Profit/Loss 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 accounts 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the
internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.
DISCLOSURE RELATED TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
There were no subsidiaries, associates and joint ventures during the period under review. However, the Company is an Associate Company of Uflex Limited.
DEPOSITS
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 are reported.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no loans and investments during the financial year under review. Further, the Company has not executed any Corporate Guarantee during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The related party transactions entered during the financial year were on Arm''s Length Basis and were in the ordinary course of business. Therefore, the provisions of section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.
Further, the policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www. fiexfoodsltd.com at the weblink https://www.fiexfoodsltd.com/ pdf/Related-Partv-Policv.pdf.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises of Mr. Rahul Razdan, Chairman, Mrs. Indu Liberhan, Member and Mr. Pradeep Narendra Poddar, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee are provided in the Corporate Governance Report and are as per the provisions of the Companies Act, 2013 and the rules framed thereunder. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.fiexfoodsltd.com/pdf/CSRPolicy.pdf.
During the year, Mr. Pradeep Narendra Poddar was appointed as the member of the Corporate Social Responsibility Committee w.e.f. 12th August, 2023 and Mr. Rajendra Kumar Mishra ceased to be the member of the Corporate Social Responsibility Committee w.e.f. 12th August, 2023.
The Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society and environment.
Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as âAnnexure - Aâ and forms part of this report.
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, is annexed as âAnnexure - Bâ.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business. Company''s Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision-Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and ensure Legal Compliance. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and ensuring Legal Compliance are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The said policy as approved by the Board was uploaded on the Company''s website www.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf.
No instances of unethical behavior actual or suspected fraud or violation of the Companies Code of Conduct or ethics policy and to report instances of leak of unpublished price sensitive information
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/N400013), were re-appointed as Statutory
Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of 32nd Annual General Meeting of the Company held on 05th August, 2022 until the conclusion of the 37th Annual General Meeting to be held for the financial year 2026-27.
The Report given by M/s. MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the Company for the year 2023-2024 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.
The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2024 are self-explanatory and therefore do not call for any further comments and there were no qualifications, reservations or adverse remarks.
INTERNAL AUDITORS
The Board of Directors of your Company have re-appointed M/s. KAAP & Associates, Chartered Accountants, Delhi (Firm Registration No. 019416N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2024-2025.
SECRETARIAL AUDITORS
The Board of Directors of your Company have re-appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-2025. The Report of the Secretarial Auditors for the financial year 2023-2024 is annexed to the Directors Report as per âAnnexure - Câ. Further there were no qualifications, reservations or adverse remarks made by the secretarial auditors in this secretarial audit report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.
SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank or Financial Institution.
ANNUAL RETURN
The Annual Return of the Company as on 31 st March, 2024 is available on the Company''s website and can be accessed at https://www.flexfoodsltd.com/pdf/Annual_Return/Annual_ Return_2023_2024.pdf.
MEETINGS
During the year under review, four Board Meetings, four meetings of Audit Committee, one meeting of Nomination and Remuneration Committee, one meeting of CSR Committee and four meetings Stakeholders Relationship Committee were convened and held, the details of which are given in Corporate Governance Report appended hereto.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mrs. Indu Liberhan as the Chairperson, Mr. Pradeep Narendra Poddar, Member, Mr. Arvind Mahajan, Member, and Mr. Rahul Razdan, Member. More details about the Committee are given in the Corporate Governance Report appended hereto.
During the year, Mr. Pradeep Narendra Poddar was appointed as the member of the Audit Committee w.e.f. 12th August, 2023 and Mr. Rajendra Kumar Mishra ceased to be the member of the Audit Committee w.e.f. 12th August, 2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e., 31st March, 2024 and the date of this report affecting financial position of the Company.
INTERNAL POLICY ON REMUNERATION
The company has Nomination and Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The said policy is available at https:// www.flexfoodsltd.com/pdf/Nomination_Remuneration_Policy. pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 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 and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section 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 âAnnexure - Dâ.
DISCLOSURE OF COST RECORD
The provisions of maintenance of cost records specified by the
Central Government under subsection-(1) of section 148 of the Company''s Act, 2013 for the products dealt/manufacture by the Company are not applicable to the Company.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nomination and Remuneration Committee and the Board has carried out an Annual Performance Evaluation of its own performance and that of its committees and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as âAnnexure E & Fâ.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint was received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31st March, 2024 for redressal.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company''s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board Ashok Chaturvedi
Place : NOIDA Chairman
Dated : 27th May, 2024 (DIN: 00023452)
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting this Twenty Eighth Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2018.
FINANCIAL RESULTS :
The summarized financial results for the year ended 31st March, 2018 and for the previous year ended 31st March, 2017 are as follows:
[Rs. in Lacs]
|
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
|
|
Revenue from Operations |
9106.73 |
8514.68 |
|
Other Income |
245.59 |
186.93 |
|
Total Revenue |
9352.32 |
8701.61 |
|
Profit before Finance Cost, Depreciation & Tax |
1932.62 |
2091.30 |
|
Finance Cost |
363.42 |
482.88 |
|
Depreciation |
500.16 |
486.27 |
|
Profit before Tax |
1069.04 |
1122.15 |
|
Less : Tax Expenses |
388.26 |
337.61 |
|
Profit for the year |
680.78 |
784.54 |
During the year under review, your Company achieved total revenue and net profit of Rs 9352.32 Lacs and Rs 680.78 Lacs respectively as against total revenue and Net Profit of Rs. 8701.61 Lacs and Rs 784.54 Lacs respectively during the previous financial year ended 31st March, 2017.
The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.
TRANSFER OF UNCLAIMED DIVIDEND
An amount of Rs 1157892/- (Rupees Eleven Lacs Fifty Seven Thousand Eight Hundred Ninety Two only) was transferred to Investor Education and protection Fund (IEpF) during the year under review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has transferred 3,53,985 (Three Lacs Fifty Three Thousand Nine Hundred Eighty Five) Equity Shares on which Dividend was not paid for more than seven years to Investor Education and protection Fund (IEpF) during the year under review.
DIVIDEND
Keeping in view, the fund requirements for expansions of the Company, the Board of the Directors of the Company has not recommended Dividend for the financial year under review.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2018 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2018 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi - 7610 Equity shares
FIXED DEPOSITS
The Company neither had any fixed deposits outstanding as at 31st March 2018 nor any fresh/renewal of deposits were accepted during the financial year 2017-18. There were no unclaimed deposits as at March 31, 2018.
DIRECTORS
During the year Mr. A. Raghavendra Rao (DIN 05116052) was appointed as Additional Director and Whole-time Director of the Company on 14.08.2017 and Mr. Rajendra Kumar Mishra (DIN 07905342) appointed as an Additional Director on the Board w.e.f. 16.08.2017. They will hold office upto the date of ensuing Annual General Meeting and being eligible offer themselves for their appointment as Directors of the Company. Your Directors welcome Mr. A. Raghavendra Rao and Mr. Rajendra Kumar Mishra on the Board of the Company
During the year under review Mr. S. K. Kaushik, Mr. T. N. pandey, Mr. G. N. Gupta, Mr. M.G. Gupta and Mr. R. K. Jain resigned from the Board of Directors due to their personal reason w.e.f. 30.06.2017, 14.08.2017, 16.08.2017, 21.09.2017 and 13.11.2017 respectively. The Board of Directors placed on record their appreciations for the valuable contribution made during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman (DIN 00023452) of the Company retire by rotation and being eligible, offers himself for reappointment.
The tenure of Mr. P.N. Sharma (DIN 00023625) as an Independent Director of the Company is expiring on 25th May, 2019 and being eligible be reappointed as an Independent Director of the Company from 26th May, 2019 for second term of three years till 25th May, 2022.
The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and SS-2 issued by ICSI are provided in the Notice of Annual General Meeting of the Company.
All the Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of Familiarization programme to Independent Directors of the Company are put up on the website of the Company at the link https://www.flexfoodsltd. com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-program-for-Independent-Directors-2017-20118.pdf
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that the Company has selected such accounting policies 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 31st March, 2018 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS
There is no change in Statutory Auditors as M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013), will continue as Statutory Auditor of the Company as appointed for a term of five years in last Annual General Meeting i.e. from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013.
The Report given by M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.
The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2018 are self-explanatory and therefore do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co., Chartered Accountants, New Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.
Secretarial Auditors
The Board has re-appointed M/s Mahesh Gupta & Co., practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-2019. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. p.N. Sharma, Chairman, Mr. Rajendra Kumar Mishra, Member and Mr. A. Raghavendra Rao, Member. During the year Mr. M.G. Gupta, Mr. R.K. Jain and Mr. S. K. Kaushik have resigned from the Board and accordingly ceased as members of the Corporate Social Responsibility Committee The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility policy (CSR policy) which is available on the website of the Company at http://www.flexfoodsltd.com/pdf/ CSRpolicy.pdf.
Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility policy) Rules, 2014 is appended as Annexure -âBâ and forms integral part of this Report.
The Company had to do CSR Activity for an amount of Rs.26.42 lacs based on the average profits of the three proceeding financial years. However, the Company spent Rs.20.00 lacs upto 31st March, 2018. The balance amount of Rs.6.42 lacs could not be spent as the company was not able to identify meaningful CSR activities.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure âCâ & âDâ respectively.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming part of the Extracts of Annual Return is annexed as per Annexure âEâ.
(ii) Meetings
During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mr. p.N. Sharma as the Chairman, Mr. Rajendra Kumar Mishra and Mrs. Anupam Ahuja as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related party Transactions
All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.
The Related party Transactions policy as approved by the Board is uploaded on the Company''s website www. flexfoodsltd.com. at the weblink http://www.flexfoodsltd. com/b2c-policy-on-related-party-transactions.php
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS
A detailed note is provided under Management Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower policy has been laid down. The same policy as approved by the Board was uploaded on the Company''s website www.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy. pdf
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual performance Evaluation of its own performance and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2017-2018 and hence no complaint is outstanding as on 31.03.2018 for redressal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this report affecting financial position of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
RISK MANAGEMENT
Risk Management is a very important part of any business. Company''s Risk Management policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.
However no risk has been identified which in the opinion of the Board may threaten the existence of the Company.
POLICY ON REMUNERATION
The company has Nomination and Remuneration policy for Directors, Key Management personnel and Senior Management personnel. The said policy is available at www. flexfoodsltd.com
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture. However, the company is associate company of Uflex Limited.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 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 and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section 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 âFâ.
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, is annexed as âAnnexure âGâ.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company''s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
place : NOIDA Chairman
Dated: 26th May, 2018 (DIN 00023452)
Mar 31, 2017
The Directors have pleasure in presenting this Twenty Seventh Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2017.
FINANCIAL RESULTS :
The summarized financial results for the year ended 31st March, 2017 and for the previous year ended 31st March, 2016 are as follows:
[Rs. in Lacs]
|
Year Ended 31.03.2017 |
Year Ended 31.03.2016 |
|
|
Revenue from Operations |
8517.25 |
8268.62 |
|
Other Income |
186.93 |
242.30 |
|
Total Revenue |
8704.18 |
8510.92 |
|
Profit before Finance Cost, Depreciation & Tax |
2091.30 |
2087.13 |
|
Finance Cost |
482.88 |
365.57 |
|
Depreciation |
486.27 |
431.03 |
|
Profit before Tax |
1122.15 |
1290.53 |
|
Less : Tax Expenses |
337.61 |
474.02 |
|
Profit for the year |
784.54 |
816.51 |
During the year under review, your Company achieved total revenue and net profit of Rs 8704.18 Lacs and Rs 784.54 Lacs respectively as against total revenue and Net Profit of Rs. 8510.92 Lacs and Rs 816.51 Lacs respectively during the previous financial year ended 3151 March, 2016.
The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.
TRANSFER OF UNCLAIMED DIVIDEND :
An amount of Rs 1149518/- (Rupees Eleven Lacs Forty Nine Thousand Five Hundred Eighteen only) was transferred to Investor Education and Protection Fund (IEPF) during the year under review.
DIVIDEND :
Your Directors are pleased to recommend a dividend @ Rs. 2.50 (25%) per share for the financial year ended March 31, 2017 after considering business exigencies.
The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 05.08.2017 In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owner.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2017 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2017 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi - 7610 Equity shares
FIXED DEPOSITS
The Company neither had any fixed deposits outstanding as at 31st March 2017 nor any fresh/renewal of deposits were accepted during the financial year 2016-17. There were no unclaimed deposits as at March 31, 2017.
DIRECTORS
During the year under review Mrs. Shefali Dubey resigned from the Board of Directors due to her personal reason w.e.f. 21.02.2017. The Board of Directors placed on record their appreciations for the contribution made by Mrs. Shefali Dubey during her tenure as Director of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R.K. Jain (DIN:00024692) of the Company retire by rotation and being eligible, offers himself for reappointment. The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.
All the Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of Familiarization Programme to Independent Directors of the Company are put up on the website of the Company at the link http://www.fiexfoodsltd.com/pdf/ FAMILIRISATION%20PROGRAM%20FORIDs.pdf
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that the Company has selected such accounting policies 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 31st March, 2017 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS
As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Jain Singhal & Associates LLP, Chartered Accountants (Firm Registration No. 005639N/N500066), New Delhi as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors of the Company at their meeting held on 29th May, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of MJMJ & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company by the Members at the 27th Annual General Meeting of the Company for an initial term of five years. Accordingly, a resolution, proposing appointment of MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/C400013), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27thAnnual General Meeting till the conclusion of 32nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 27th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.
The Report given by M/s Jain Singhal & Associates LLP, Chartered Accountants (Firm Registration No. 005839N/ N500066), Statutory Auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act. M/s. Jain Singhal & Associates LLP, over many years have successfully met the challenge that the size and scale of the Company''s operations pose for auditors and have maintained the highest level of governance, ethical standards, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. Jain Singhal & Associates LLP, as the Statutory Auditors of the Company.
The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2017 are self-explanatory and therefore do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co., Chartered Accountants, New Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2017-2018.
Secretarial Auditors
The Board had appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. M.G. Gupta, Chairman, Mr. R. K. Jain, Member and Mr. S.K. Kaushik, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.fiexfoodsltd.com/pdf/CSRPolicy.pdf.
Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -âBâ and forms integral part of this Report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure âCâ & âDâ.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as per Annexure âEâ.
(ii) Meetings
During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as the Chairman, Mr. M.G. Gupta, M. G.N. Gupta, Mrs. Anupam Ahuja, Mr. P.N. Sharma and Mr. R.K. Jain as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website www. fiexfoodsltd.com. at the weblink http://www.flexfoodsltd. com/b2c-policy-on-related-party-transactions.php
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company''s website www. fiexfoodsltd.com at weblink http://www.fiexfoodsltd.com/pdf/ whistleblowerpolicy.pdf
BOARD EVALUATION :
Pursuant to the Provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2016-2017 and hence no complaint is outstanding as on 31.03.2017 for redressal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2017 and the date of this report affecting financial position of the Company.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business. Company''s Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.
INTERNAL POLICY ON REMUNERATION
The company has Internal Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The policy takes into account several factors like age, qualification, years of experience in the industry/ functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record. The aim is to ensure that the company attracts and retains competent people.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture. However, the company is associate company of Ufiex Limited.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 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 and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section 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 âFâ.
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, is annexed as âAnnexure âGâ.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company''s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman
Dated : 29th.May, 2017 (DIN 00023452)
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting this Twenty Sixth Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2016.
FINANCIAL RESULTS :
The summarized financial results for the year ended 31st March, 2016 and for the previous year ended 31st March, 2015 are as follows:
[Rs. in Lacs]
|
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
|
|
Revenue from Operations |
8286.42 |
7245.20 |
|
Other Income |
242.30 |
245.88 |
|
Total Revenue |
8528.72 |
7491.08 |
|
Profit before Finance Cost, Depreciation & Tax |
2075.02 |
2116.28 |
|
Finance Cost |
365.57 |
286.28 |
|
Depreciation |
431.03 |
389.15 |
|
Profit before Tax |
1278.42 |
1440.85 |
|
Less : Tax Expenses |
469.82 |
499.51 |
|
Profit for the year |
808.60 |
941.34 |
During the year under review, your Company achieved total revenue and net profit of Rs 8528.72 Lacs and Rs 808.60 Lacs respectively as against total revenue and net profit of Rs. 7,491,08 Lacs and Rs. 941.34 Lacs respectively during the previous financial year ended 3151 March, 2015.
The comprehensive details of performance of the Company has been given in the Management Discussion and Analysis Report appended hereto.
TRANSFER TO RESERVES :
An amount of Rs.80.86 Lacs has been transferred to General Reserve for the Financial Year ended 31st March 2016.
TRANSFER OF UNCLAIMED DIVIDEND :
An amount of Rs. 10,61,382/- was transferred to Investor Education and Protection Fund (IEPF) during the year under review.
DIVIDEND :
Your Directors are pleased to recommend a dividend @ Rs. 2.50 (25%) per share for the financial year ended March 31, 2016 after considering future needs of the company for growth.
The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 13.08.2016. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owner.
CHANGE IN NATURE OF BUSINESS :
There is no change in the nature of business of the Company. SHARE CAPITAL :
The paid-up equity share capital outstanding as on 31st March, 2016 was Rs.12.45 Crores. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2016 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi, Chairman 7,610 Equity Shares FIXED DEPOSITS :
The company neither had any fixed deposits outstanding as at 31st March 2016 nor any fresh/renewal of deposits were accepted during the financial year 2015-16. There were no unclaimed deposits as at March 31, 2016.
DIRECTORS :
During the year, Mr. S.K. Kaushik, Director (DIN: 00027035) has been appointed as Whole-time Director on the Board of the Company w.e.f. 1st March, 2016. Your Directors welcome Mr. Kaushik on the Board of the Company as Whole Time Director. His appointment has been approved by the members of the company through Postal Ballot.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman (DIN 00023452) of the Company retire by rotation and being eligible, offers himself for reappointment.
Mr. P.N. Sharma has been appointed as an Additional Director on the Board w.e.f. 26th May, 2016. Your Directors welcome Mr. P.N. Sharma on the Board of the Company.
The brief Resume and other details as required under the Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.
All the Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE :
None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT :
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 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 accounts 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS :
The Statutory Auditors of the Company, M/s. Jain Singhal & Associates., Chartered Accountants, New Delhi (Firm Registration No.005839N), were appointed as Statutory Auditors by the members for three years. Their appointment would be ratified at the ensuing Annual General Meeting.
The Report of the Auditors on the Financial Statements including relevant notes on the accounts for the Financial Year ended on 31.03.2016 are self-explanatory and therefore do not call for any further comments.
During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Act.
INTERNAL AUDITORS
The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co, Chartered Accountants, Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.
SECRETARIAL AUDITORS :
The Board had appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditors pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
CORPORATE SOCIAL RESPONSIBILITY :
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. M.G. Gupta, Chairman, Mr. R. K. Jain, Member and Mr. S.K. Kaushik, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.flexfoodsltd.com/pdf/CSRPolicy.pdf.
The Company was required to spend an amount of Rs. 23.57 Lacs for the financial year 2015-16 on CSR out of which an amount of Rs. 19.58 Lacs was spent during the year.. The balance amount of Rs. 3.99 lacs will be spent in the future.
Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -âBâ and forms integral part of this Report.
CORPORATE GOVERNANCE :
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure âCâ & âDâ respectively.
Disclosure under Companies Act, 2013 :
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as per Annexure âEâ.
(ii) Meetings
During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as the Chairman, Mr. M.G. Gupta, Mr. G.N. Gupta, Mrs. Anupam Ahuja and Mr. R.K. Jain as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website www. flexfoodsltd.com. at the web link http://www.flexfoodsltd.com/ b2c-policy-on-related-party-transactions.php
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS:
A detailed note has been provided under Management Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY :
Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company''s website www. flexfoodsltd.com at web link http://www.flexfoodsltd.com/pdf/ whistleblowerpolicy.pdf
BOARD EVALUATION :
Pursuant to the Provisions of the Companies Act, 2013 and under Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has carried out an Annual Performance Evaluation of its own performance and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2015-2016 and hence no complaint is outstanding as on 31.03.2016 for redressal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2016 and the date of this report affecting financial position of the Company.
RISK MANAGEMENT POLICY :
Risk Management is a very important part of any business. Company''s Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.
INTERNAL POLICY ON REMUNERATION :
The company has Internal Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The policy takes into account several factors like age, qualification, years of experience in the industry/ functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record. The aim is to ensure that the company attracts and retains competent people.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture. However, the company is associate company of UFLEX Limited.
PARTICULARS OF EMPLOYEES :
The information required pursuant to Section 197 read with Rule 5 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 and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section 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 âFâ.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION 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, is annexed as âAnnexure âGâ.
PERSONNEL :
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT :
The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company''s operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman
Dated : 26th.May, 2016 (DIN 00023452)
Mar 31, 2015
To the Members,
The Directors are pleased to present the 25th Annual Report together
with the Audited Accounts of the Company for the Financial year ended
31st March, 2015
Financial Results
The financial results for the year ended 31st March, 2015 and for the
previous year ended 31st March, 2014 are as follows:
(Rs. In Lacs)
Year Ended Year Ended
31.03.2015 31.03.2014
Income from Operation 7245.20 6616.48
Other Income 245.88 314.60
Profit before Finance 2116.28 1914.18
cost, Depreciation and
Taxes
Finance Cost 286.28 200.53
Depreciation 389.15 356.77
Profit before Tax 1440.85 1356.88
Provision for Taxation 462.15 319.27
Deferred Tax (Assets)/ 46.74 2.47
liability
Short/(Excess) Provision (9.38) 0.21
of earlier year
Profit for the Year 941.34 1034.93
Earnings per Share 7.56 8.31
Your Company during the year achieved total revenue of Rs.7491.08
including other income of Rs.245.88 lacs in comparison to total revenue
of Rs 6931.08 lacs including other income of Rs 314.60 lacs in the
previous year ended 3151 March, 2014. During the year the Company made
export of manufactured/traded goods on FOB basis to the tune of Rs
5071.32 lacs, which is approximately 71% of the total sales. Your
Company ended the year with a net profit of Rs.941.34 lacs compared to
profit of Rs.1034.93 lacs for the previous year ended 31st March, 2014.
The earning per share is Rs. 7.56 in comparison to Rs.8.31 per share
in the previous year.
The operational aspects of the Company's working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors' Report.
Dividend
Your Directors are pleased to recommend a dividend @ Rs.2.25 per share
for the financial year ended 31 March, 2015. The dividend if approved
at the forthcoming Annual General Meeting will be paid to Members whose
name appear in the Register of Members as on 16.08.2015. In respect of
shares held in dematerialized form, it will be paid to those members
whose name are furnished by National Securities Depository Limited and
Central Depository Service (India) Limited as beneficial owner.
Share capital
The paid-up equity share capital as on 31st March, 2015 was Rs. 12.45
crores. During the year under review, the company has neither issued
shares with Differential Voting Rights nor granted Stock Options nor
sweet Equity. As on 31st March, 2015 none of the Director of the
Company held shares or convertible instruments of the Company except
Mr. Ashok Chaturvedi, Chairman who held 7610 Equity Shares.
Fixed Deposit
During the year under review, your Company did not accept any Fixed
Deposits from the Public
Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri
S.K. Kaushik, Director (DIN 00027035) of the Company retires by
rotation and being eligible offers himself for re- appointment.
Brief resume of the Director seeking re-appointment, nature of his
expertise in specific functional areas and the name of the Public
Companies in which he holds Directorship and Chairman/Membership of the
Committees of the Board, is given as Annexure to the Notice convening
the Annual General Meeting.
Directors' Responsibility Statement
On the basis of compliance certificates received from the Executives of
the Company, subject to the disclosures in the Annual Accounts and also
on the basis of the discussion with the Statutory Auditors / Internal
Auditors of the Company from time to time, your Directors make the
following statement in terms of section 134(3)(c) of the Companies Act,
2013
1) that in the preparation of the Annual Financial Statement for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departure, if any;
2) that the company has selected such Accounting Policies and applied
consistently and judgment 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 at the end of the financial year as at 31st
March, 2015 and of the profits of the Company for the year ended on
that date;
3) that the 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.
4) that the Annual Financial Statement have been prepared on a going
concern basis;
5) That proper Internal Financial Control were in place and that
internal financial controls were adequate and were operating
effectively.
6) That the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Auditors & Audit
The Statutory Auditor of the Company M/s Jain Singhal & Associates,
Chartered Accountants, New Delhi (Firm Registration No. 005839N) were
appointed as Statutory Auditors by the members for a period of three
years in the Annual General Meeting held on 23rd August, 2014. Their
appointment would be ratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Vijay
Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No.
000374N) as Internal Auditors pursuant to the provisions of Section 138
of the Companies Act, 2013 for the Financial Year 2015-2016.
Secretarial Auditors
The board of Directors of your Company has appointed M/s. Mahesh Gupta
& Company, Practicing Company Secretaries, as Secretarial Auditors
pursuant to the provisions of Section 204 of the Companies Act, 2013.
The report of the Secretarial Auditors is annexed to the report as per
Annexure 'A'. There is a qualification in the Report that Company
did not appoint Woman Director upto 3151 March, 2015.
The management has clarified that, it is in search out and in process
of appointing a woman director soon.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchange.
A separate report on Corporate Governance alongwith Report on
Management Discussion & Analysis is enclosed as a part of the Annual
Report.
Corporate Social Responsibility
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by Ministry of Corporate Affairs every company
having the net worth of Rs. 500 crores or more, turnover of Rs. 1000
crores or more, or net profit of Rs. 5 Crore or more during any
financial year have to spend at least 2% of the average net profit of
the company made during the three immediately preceding financial
years.
The Company has to do a CSR activity for an amount of Rs. 18.38 lakh
based on the average profits of the three immediate preceding financial
years. It being the first year of application of CSR provisions, the
company has been on the look out to identify meaningful CSR activity
covered under the Schedule VII of the Companies Act, 2013, which can be
undertaken by the Company on sustained basis and therefore no
expenditure has been made during the year.
The report on CSR activities is annexed as an Annexure B. Disclosure
under companies Act, 2013
(i) Extract of Annual Return
The details forming part of the Extract of Annual Return in annexed as
per Annexure 'c'
(ii) Meetings
During the year Four Board Meetings and Four Audit Committee meetings
were convened and held. The details of which are given in Corporate
Governance Report.
(iii) composition of Audit committee
The Board has constituted a Audit Committee, which comprises of Mr.
T.N. Pandey as Chairman and Mr. G.N. Gupta, Mr. M.G. Gupta and Mr.
R.K. Jain as the Members. More details about Committee are given in
Corporate Governance Report.
(iv) Related Party transactions
None of the transactions with any of related parties were in conflict
with the Company's interest. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial
Statements.
All related party transactions are negotiated on an arms-length basis
and are ordinary course of business. Therefore, the Provisions of
Section 188(1) of the Companies Act, 2013 are not applicable.
The Related Party Transactions Policy as approved by the Board is
uploaded on the Company's website at the weblink
www.flexfoodsltd.com./investor/policy- on-related-party-transactions-
htm.
The details of the transaction with the Related party are provided in
the accompanying financial statements.
(v) Particulars of Loan, Guarantees and investment
Details of loans, guarantees and investment covered under Provisions of
Section 186 of the Companies Act, 2013 are given in the accompanying
Financial Statements.
Significant and Material Orders Passed by the Regulators or court
There are no significant and material order passed by the Regulators or
Court, which would impact the going concern status of the Company and
its future operations.
Internal Financial Control
A detailed note has been provided under Management Discussion and
Analysis report.
Vigil Mechanism And Whistle Blower Policy
Fraud free and corruption free work culture has been the core of the
company's functioning . In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the Company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The
same policy as approved by the board was uploaded on the Company
website at weblink www.flexfoodsltd.com/PDF/Whistle-Blower-Policy/
whistleblowerpolicy.pdf.
Board Evaluation
Pursuant to provision of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, the board has carried out an Annual Performance
Evaluation of its own performance and the Directors individually.
The manner of evaluation of Non-independent Directors, Chairman and the
board as a whole was done at a separate meeting held by Independent
Directors.
The performance evaluation of Independent Directors was done by the
entire board, excluding Directors being evaluated.
Disclosure Under Sexual Harassment of women at work Place (Prevention,
Prohibition and Redressal) Act, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the Financial Year
2014-2015 and hence no complaint is outstanding as on 31.03.2015 for
redressal.
Remuneration Policy
The board has framed a policy for selection of and appointment of
Directors, Senior Management and their remuneration
Subsidiary, Joint Ventures And Associate companies
The Company does not have any Subsidiary or Joint venture Company.
However, the company is associate company of UFLEX ltd.
Particulars of employees
There has been no employee during the year whose particulars are
required to be given pursuant to provision of the Companies Act, 2013.
Disclosures pertaining to remuneration and other details as required
under section 197 (12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are
provided in Annexure-D.
conservation of energy, Technology Absorption, foreign exchange earning
and Outgo
Information under Section 134 of the Companies Act, 2013 read with the
rules made there under is given in Annexure 'E' forming part of
this Report.
Personnel,
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Uttarakhand,
banks and all business Associates during the year under review. The
board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
For and on behalf of the board
Place : NOIDA Ashok Chaturvedi
Dated : 27.05.2015 Chairman
(DIN 00023452)
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 24th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2014
Financial Results
The financial results for the year ended 31st March, 2014 and for the
previous year ended 31st March, 2013 are as follows:
(Rs. in lacs)
Year Ended year Ended
31.03.2014 31.03.2013
Income from Operation 6617.34 5282.80
Other Income 313.74 293.40
Profit before Finance Cost,
Depreciation and Taxes 1916.61 1244.58
Finance Cost 202.96 164.89
Depreciation & Amortisation Expenses 356.77 340.49
Profit before Tax 1356.88 739.20
Provision for Taxation 319.27 192.34
Deferred Tax (Assets)/Liability 2.47 (11.24)
Short/(Excess) Provision of earlier year 0.21 (0.09)
Profit for the Year 1034.93 558.19
Earning per Share 8.31 4.49
your Company during the year achieved total revenue of Rs.6931.08 lacs
including other income of Rs.313.74 lacs in comparison to total revenue
of Rs.5576.20 lacs including other income of Rs.293.40 lacs in the
previous year ended 31st March, 2013. During the year the Company made
export of manufactured/traded goods on FOB basis to the tune of Rs
4847.47 lacs, which is approximately 73.70% of the total sales. Your
Company ended the year with a net profit of Rs.1034.93 lacs compared to
profit of Rs.558.19 lacs for the previous year ended 31st March, 2013.
The earning per share is Rs.8.31 in comparison to Rs.4.49 per share in
the previous year. From these figures, it could be seen that the
company''s working for the year ended 31st March, 2014 has improved
substantially compared to the previous year. The operational aspects
of the Company''s working have been covered in detail in the Management
Discussion and Analysis Report and the same is deemed to be part of
this Directors'' Report.
Dividend
Your Directors are pleased to recommend a dividend @ Rs.2.25 (22.50%)
per fully paid share for the financial year ended March, 2014. The
dividend if approved at the forthcoming Annual General Meeting will be
paid to Members whose name appear in the Register of Members as on 18th
August 2014. In respect of shares held in dematerialized form, it will
be paid to those members whose name are furnished by National
Securities Depository Limited and Central Depository Service (India)
Limited as beneficial owner as on 18th August 2014.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri R.K. Jain, (DIN 00024692),
Director of the Company retires by rotation and being eligible offers
himself for re- appointment.
Mr. M.G. Gupta, Mr. T.N. Pandey and Mr. G.N. Gupta Directors of the
Company, are being appointed as independent Directors for five
consecutive years for a term upto March 31, 2019 as per the provision
of Section 149 and other applicable provisions of the Companies Act,
2013
Brief resume of the Directors seeking appointment/re-appointment,
nature of their expertise in specific functional areas and the name of
the Public Companies in which they hold Directorship and
Chairman/Membership of the Committees of the Board, are given as
Annexure to the Notice convening the Annual General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g) of the Companies Act, 1956. The Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Your Directors recommend their appointment/reappointment.
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public.
Auditors & Audit
The Statutory Auditors of the Company, M/s. Jain Singhal & Associates,
Chartered Accountants (Firm Registration No.005839N), retire at the
ensuing Annual General Meeting and has confirmed their eligibility and
willingness to accept office, if re-appointed. The Audit Committee and
the Board of Directors recommends the re-appointment of M/s. Jain
Singhal & Associates, Chartered Accountants (Firm Registration No.
005839N) as the Auditors of the Company for a period of three years.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has appointed M/s. Vijay Singhal
& Co., Chartered Accountants, Delhi (Firm Registration No.000374N) as
Internal Auditors pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2014-2015.
Secretarial Auditors
The Board of Directors of your Company has appointed Ms. Mahesh Gupta &
Company, Practicing Company Secretary, Delhi as Secretarial Auditor
pursuant to the provisions of Section 204 of the Companies Act, 2013
for the financial year 2014-2015.
Corporate Governance
The Securities and Exchange Board of India (SEBI) stipulates Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors'' Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors'' Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
1) that in the preparation of the Annual Account for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed and there has been no material departure.
2) that the Directors have selected such Accounting Policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for the year under review.
3) that 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.
4) that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
There has been no employee during the year whose particulars are
required to be given under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
Information under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of the particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure ''A'' forming
part of this Report.
Personnel
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Uttarakhand,
Banks and all Business Associates during the year under review. The
Board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
For and on behalf of the Board
Place : NOIDA Ashok Chaturvedi
Dated : 22.05.2014 Chairman
Mar 31, 2013
To the Members,
The Directors are pleased to present the 23rd Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2013.
FINANCIAL RESULTS
The financial results for the year ended 31st March, 2013 and for the
previous year ended 31st March, 2012 are as follows:
(Rs. in lacs)
Year Ended Year Ended
31.03.2013 31.03.2012
Income from Operation 5282.80 5047.02
Other Income 293.40 276.45
Profit before Finance Cost, 1244.58 1151.17
Depreciation and Taxes
Finance Cost 164.89 143.52
Depreciation 340.49 336.07
Profit before Tax 739.20 671.58
Provision for Taxation 192.34 186.01
Deferred Tax (Assets)/Liability (11.24) 55.30
Short/(Excess) Provision of earlier (0.09) 12.68
year
Profit for the Year 558.19 417.59
Earning per Share 4.49 3.36
Your Company achieved total revenue of Rs.5576.20 lacs including other
income of Rs.293.40 lacs in comparison to total revenue of Rs.5323.47
lacs including other income of Rs.276.45 lacs in the previous year
ended 31st March, 2012. During the year the Company made export of
manufactured/ traded goods on FOB basis to the tune of Rs. 3712.55
lacs, which is approximately 71.45% of the total sales. Your Company
ended the year with a net profit of Rs.558.19 lacs compared to profit
of Rs.417.59 lacs for the previous year ended 31st March, 2012. The
earning per share is Rs.4.49 in comparison to Rs.3.36 per share in the
previous year.
The operational aspects of the Company''s working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors'' Report.
Dividend
Your Directors are pleased to recommend a dividend @Rs.2/- per share
(20%) for the financial year ended March, 2013. The dividend if
approved at the forthcoming Annual General Meeting will be paid to
Members whose name appear in the Register of Members as on 23rd June,
2013. In respect of shares held in dematerialized form, it will be paid
to those members whose name are furnished by National Securities
Depository Limited and Central Depository Service (India) Limited as
beneficial owner as on 23rd June, 2013.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Ashok Chaturvedi and Shri
T.N. Pandey, Directors of the Company retire by rotation and being
eligible offer themselves for re-appointment.
Brief resume of the Directors seeking re-appointment, nature of their
expertise in specific functional areas and the name of the Public
Companies in which they hold Directorship and Chairman/Membership of
the Committees of the Board, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, are given as Annexure to
the Notice convening the Annual General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g) of the Companies Act, 1956. The Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public
Auditors
The Auditors of the Company, M/s Jain Singhal & Associates, Chartered
Accountants, New Delhi retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Corporate Governance
The Securities and Exchange Board of India (SEBI) stipulates Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors'' Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors'' Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
1. that in the preparation of the Annual Account for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed and there has been no material departure.
2. that the Directors have selected such Accounting Policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for the year under review.
3. that 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.
4. that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
There has been no employee during the year whose particulars are
required to be given under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo Information under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of the particulars in the
Report of Board of Directors) Rules, 1988 is given in Annexure ''A''
forming part of this Report.
Personnel
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Uttarakhand,
Banks and all Business Associates during the year under review. The
Board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
For and on behalf of the Board
Place : NOIDA Ashok Chaturvedi
Dated : 13.05.2013 Chairman
Mar 31, 2012
The Directors are pleased to present the 22nd Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2012.
FINANCIAL RESULTS
The financial results for the year ended 31st March, 2012 and for the
previous year ended 31st March, 2011 are as follows:
(Rs. in lacs)
Year Ended Year Ended
31.03.2012 31.03.2011
Income from Operation 5047 4606
Other Income 277 235
Profit before Finance Cost, 1152 957
Depreciation And Taxes
Finance Cost 144 143
Depreciation 336 339
Profit before Tax 672 475
Provision for Taxation (186) (161)
Provision for Deferred Tax (Charges)/ (55) 31
Credit
(Short)/Excess Provision of earlier (13) (1)
year for Income Tax
Profit for the Year 418 344
Earning per Share 3.36 2.76
Your Company achieved total revenue of Rs.5324 lacs including other
income of Rs.277 lacs in comparison to total revenue of Rs.4841 lacs
including other income of Rs.235 lacs in the previous year ended 31st
March, 2011. During the year the Company made export of
manufactured/traded goods on FOB basis to the tune of Rs 3210 lacs,
which is approximately 63.60% of the total income from operations.
Your Company ended the year with a net profit of Rs.418 lacs compared
to profit of Rs.344 lacs for the previous year ended 31st March, 2011.
The earning per share is Rs.3.36 in comparison to Rs.2.76 per share in
the previous year.
The operational aspects of the Company's working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors' Report.
Dividend
Your Directors are pleased to recommend a dividend @Rs.2/- (20%) per
share for the financial year ended March, 2012. the dividend if
approved at the forthcoming Annual General Meeting will be paid to
Members whose name appear in the Register of Members as on 20.08.2012.
In respect of shares held in dematerialized form, it will be paid to
those members whose name are furnished by National Securities
Depository Limited and Central Depository Service (India) Limited as
beneficial owner as on 20th August, 2012.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri S.K. Kaushik and Shri G.N.
Gupta, Directors of the Company retire by rotation and being eligible
offer themselves for re-appointment.
Brief resume of the Directors seeking re-appointment, nature of their
expertise in specific functional areas and the name of the Public
Companies in which they hold Directorship and Chairman/Membership of
the Committees of the Board, are given as Annexure to the Notice
convening the Annual General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g) of the Companies Act, 1956. The Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public
Auditors
The Auditors of the Company, M/s Jain Singhal & Associates, Chartered
Accountants, New Delhi retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Corporate Governance
The Securities and Exchange Board of India (SEBI) stipulate Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors' Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors' Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
1) that in the preparation of the Annual Account for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed and there has been no material departure.
2) that the Directors have selected such Accounting Policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for the year under review.
3) that 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.
4) that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
There has been no employee during the year whose particulars are
required to be given under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo Information under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of the particulars in the
Report of Board of Directors) Rules, 1988 is given in Annexure ÃA'
forming part of this Report.
Personnel
Relations with the Employees remain cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Uttarakhand,
Banks and all Business Associates during the year under review. The
Board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
For and on behalf of the Board
Place : NOIDA R.K. Jain S.K. Kaushik
Dated : 09.07.2012 Director Director
Mar 31, 2010
The Directors are pleased to present the 20th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March
2010.
FINANCIAL RESULTS
The financial results for the year ended 31s! March, 2010 and for the
previous year ended 31st March, 2009 are as follows:
(Rs. in lacs)
Year Ended Year Ended
31,03,2010 31.03.2000
Sales 3589,06 431051
Other income 401.98 393.24
Profit before (merest, Financial
Charges 4 Depreciation 1067,84 1477 15
Interest & Financial Charges 188.39 243.20
Depreciation 334.99 328.69
Profit before Tax 546.46 900 26
Provision for Taxation 91.72 100 50
Provision for Deferred Tax 70.88 (42 48)
Charge / Credit)
Wealth Tax 0.46 0.43
Fringe Benefit Tax - 6.58
Profit after Tax 383.39 835.24
(Short}/Excess Provision of
earlier year
- For Income Tax (0.84) 4.02
- For Wealth Tax - (0.001)
- For Fringe Benefit Tax 1.02 (0.53)
Profit for the Year 383.77 838,73
Profit brought forward from
Previous Year 2966.70 2719.28
Profit available for
approp hat ions 3360.47 3558.02
Your Company achieved a turnover of Rs,3991 04 lacs including other
income of Rs.401,98 lacs in comparison to turnover of Rs.4703.75 lacs
including other income of Rs.393.24 lacs in the previous year ended 31"
March 2009, During the year the Company made export of manufactured/
traded goods on FOB basis to the tune of Rs.2398 01 lacs which is
approximately 66 81% of the total sales. Your Company ended the year
with a net profit of Rs.383.77 lacs for the year ended 31sl March 2010
compared to profit of Rs.838.73 lacs for the previous year ended 31"
March, 2009
The operational aspects of the Companys working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors Report.
Dividend
Your Directors are pleased to recommend a dividend @ Rs.2/- per share
for the financial year ended 31" March, 2010. The dividend if approved
at the forthcoming Annual General Meeting will be paid to Members whose
name appear in the Register of Members as on 28th August, 2010. In
respect of shares held in dematerialized form, it will be paid to those
members whose name are furnished by National Securities Depository
Limited and Central Depository Service (India) Limited as beneficial
owner as on 28th August. 2010
Directors
in accordance with the provisions of the Companies Act. 1956 and the
Articles of Association of the Company, ShriAshok Chaturvedi and Shrl
T.N Pandey, Directors of the Company retire by rotation and being
eligible offer themselves for re-appointment.
Brief resume of the Directors seeking re-appointment, nature of their
expertise in specific functional areas and (he name of the Public
Companies m which they hold Directorship and Chairman/Membership of the
Committee of the Board, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, are given as Annexure to (he Notice
convening the Annual General Meeting
None of the Directors of the Company is disqualified as per provisions
of Section 274(1 )(g) of the Companies Act, 1956. The Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public.
Auditors
The Auditors of the Company, M/s Jain Singh & Associates, Chartered
Accountants. New Delhi retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment The Company has
received a letter from them to the effect that their appointment if
made, would be within the prescribed limit under Secbon 224(1 B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Corporate Governance
The Securities and Exchange Board of India (SEBr) stipulate Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on (he basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
1) that in the preparation of the Annual Account for the Financial Year
ended 3151 March, 2010, the applicable accounting standards have been
followed and there has been no material departure.
2) that the Directors have selected such Accounting Policies and
applied them consistently and made judgement and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year and of the
profits of the Company for the year under review.
3) that 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.
4) that the Directors have prepared the Annual Accounts on a going
concern basis
The Companys Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Companys established policies
and procedures have been followed The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
Particulars cf employees as required u/s 217(2A) of the Companies Act.
1956,read with the Companies (Particulars of Employees) Rules, 1975 are
given in Annexure A forming part of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo Information under Section 217(1)(&) of the Companies
Act, 1956 read with the Companies (Disclosure of the particulars in the
Report of Board of Directors} Rules, 1988 is given in Annexure B
forming part of this Report.
Personnel
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Uttarakhand /
Uttar Pradesh, Banks and all Business Associates during the year under
review. The Board also takes this opportunity io express its deep
gratitude for the continous support received from the Shareholders and
wholehearted cooperation given by the Employees of the Company working
at various levels.
For and on behalf of the Board
R.K. Jain S.K. Kaushik
Director Director
Place: NOIDA
Dated :2nd July, 2010
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