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Directors Report of KMG Milk Food Ltd.
Mar 31, 2025
Your directors are pleased to present the 33rdAnnual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2025.
FINANCIAL PERFORMANCE
|
The Summarized financial results are: |
|||||
|
(Amount in Hundreds) |
|||||
|
Particulars |
Note No |
For the year Ended |
For the year Ended |
||
|
31 March,2025 |
31 March, 2024 |
||||
|
Continuing operations Income Revenue from operations |
16 |
677,339.77 |
194,632.64 |
||
|
Other income |
17 |
96,000.00 |
93,000.00 |
||
|
Total Income (1) |
773,339.77 |
287,632.64 |
|||
|
Expenses Cost of Material Consumed |
IS |
281,140.69 |
57,945.90 |
||
|
Purchase of traded goods |
19 |
135,932.37 |
11,600.06 |
||
|
Changes in inventories of finshed goods |
20 |
198,382.26 |
82,174.10 |
||
|
Employee benefits expense |
21 |
85,490.00 |
77,697.30 |
||
|
Finance Cost |
22 |
47,817.15 |
8,171.10 |
||
|
Depreciation and amortization expense |
23 |
13,316.34 |
15,570.31 |
||
|
Other expenses |
24 |
56,696.85 |
26,137.23 |
||
|
Total Expenses (II) |
818,775.66 |
279,296.00 |
|||
|
Profit/(loss) before exceptional items and tax |
(45,435.89) |
8,336.64 |
|||
|
Exceptional Items |
- |
- |
|||
|
Profit/(loss) before extraordinary items and tax |
(45,435.89) |
8,336.64 |
|||
|
Extraordinary items |
- |
- |
|||
|
Profit/(loss) before tax |
(45,435.89) |
8,337 |
|||
STATE OF COMPANY''S AFFAIRS
During the period under review the total Income of the Company is Rs. 7,73,339.77 (in hundreds) as compared to previous year Rs.287,632.64(in hundreds).
The Company during the period has Loss of Rs. 45,435.89 (in hundreds) as compared to profit before Taxof Rs. 8337 (in hundreds) in the previous year and Net Profit/Lossof the company during the reporting period is Loss of Rs. 45684.89 (in hundreds) as compared to profit of Rs. 11221.67 (in hundreds) in the previous year.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2024-25
There are no material changes and/or commitment affecting the financial position of the company after the close of financial year 2024-25 till the date of report.
DIVIDEND
With a view to conserve resources of the company, your directors do not recommend any dividend for the year ended March 31, 2025 under review.
TRANSFER TO RESERVES
The Company has transferred a Net Loss of Rs. 45,684.89 (in hundreds) to Reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was transferred to Investor Education and Protection Fund as there was no unclaimed dividend.
HUMAN RESOURCES DEVELOPMENT
Human Resource has gained prime importance in last few years. Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations. Your Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.
We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High -Potential employees with focus on their Individual Development Plan & helping them to become future leaders.
Your directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place an act âThe Sexual Harassment of Women at Workplaceâ (Prevention, Prohibition and Redressal) Act, 2013 has been notified in December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy.
The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES
"Business Excellence" is an integral part of Business Management and is the application of quality management theory and tools to run our business more efficiently. Business Excellence is the culture of your company, which works as an enabler to our commitment to higher customer satisfaction, increase in stakeholder value & better process management through the never-ending cycle of continuous
improvement. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
During the year ended 31st March, 2025, the Company did not have any subsidiary companies/joint ventures/ associate companies.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of Internal Controls to help Management review the effectiveness of the Financial and Operating Controls and assurance about adherence to Company''s laid down Systems and Procedures. As per the provisions of the Companies Act, 2013, internal controls and documentation are in place for all the activities. Both Internal Auditors and Statutory Auditors have verified the Internal Financial Controls (IFC) at entity level and operations level and satisfied about control effectiveness. The controls are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.
Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the internal auditors during the course of their audits. During the financial year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls and business practices.
The Audit Committee periodically reviews the findings and commendations of the Auditors and takes corrective action as deemed necessary. The Board of Directors have framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the going concern status and company''s operation in future.
DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014
As required under Companies (Share Capital and Debenture) Rules 2014, during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, preference shares, and employee stock options and also not made any provision for purchase of its own shares by employees or by trustees. There was no change in the Authorised and Paid-up Capital of the Company:
Equity:
Authorized Shares Capital: - Rs. 15,00,00,000
Issued Shares Capital: - Rs. 5,30,46,000
Subscribed & Paid-up Capital: - Rs. 5,30,46,000
DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES
During the year under review, there is NIL disclosure as required under provisions of section 67(3) of Companies Act, 2013.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc.
In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than Rupees 10 Crores and Net worth is less than Rupees 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Therefore, taking Auditors Certificate on Corporate Governance as required under Schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Company''s endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land. The management of Company believes that it will further enhance the level of Corporate Governance in the company.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with SEBI circular no: CIR/ CFD/CMD1/27/2019 dated 8th February, 2019, BSE circular no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no LIST/COMP/12/2019-20 dated 14th May, 2019 is not applicable to the Company due to exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ashish Goyal, Proprietor of M/s A. Goyal & Associates, Company Secretary in Practice to undertake the secretarial audit of the Company for Financial Year2024-25. The Secretarial Audit Report is appended as Annexure ''A'' to this Report. There are no adverse remarks/ observations/ qualifications/ reservations / disclaimers in the Secretarial Audit Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (âthe Actâ) your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:
i. in the preparation of the annual accounts for financial year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.
ii. they have in consultation with the Statutory Auditors 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 of 31st March, 2025 and of the profit/loss of the Company for the year ended on that date.
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. they have prepared the annual accounts for financial year ended 31st March, 2025 on a going concern basis.
v. they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls were operating effectively during the financial year ended 31st March, 2025.
vi. they have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31st March, 2025.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company''s business/ activities, understanding of industry and global trends, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
Feedback was sought by way of well-defined and structured questionnaires covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, oversight of Company''s subsidiaries, etc., and the evaluation was carried out based on responses received from the Directors.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent directorbeing evaluated.
MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT
Managements'' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure ''B'' of the Director''s Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''C'' to this Report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mrs. Mithlesh Garg, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.
⢠Appointment / Re-appointment and Cessation of Directors & KMP
Following are the Directors of the Company as on 31st March, 2025:
|
S.No. |
Name of Directors |
Category of Directors |
||||
|
1 |
Mithlesh Garg |
Non Executive Non Independent Director |
||||
|
2 |
Basudev Garg |
Non Executive Non Independent Director |
||||
|
3 |
Shivangi Garg |
Additional Director |
||||
|
4 |
Prashant Chandra Pande |
Non Executive Non Independent Director |
||||
|
5 |
Arun Kumar Sharma |
Non Executive Non Independent Director |
||||
|
6 |
Vipul Singla |
Additional Director |
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|
Pursuant to the provisions of Section 203 of the Act, your Company has followingKey Managerial Personnel(s) as on 31st March, 2025: |
||||||
|
S. No. |
Name of KMPs |
Designation |
||||
|
1. |
Mr. Basudev Garg |
Whole-time Director |
||||
|
2. |
Mr. Pardeep Gupta |
Chief Financial Officer |
||||
|
3. |
Ms. Deepti Goel |
Company Secretary and Compliance Officer |
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DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
AUDITORS AND AUDITOR''S REPORT
M/s. Gauri Goyal & Associates, Chartered Accountants (Firm Registration No. 036120N), were reappointed as Statutory Auditors of the Company at meeting of Board of Directors on recommendations of the Audit Committee.
The Board has recommended the same for the approval of shareholders at this 33rdAnnual General Meeting. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations, 2015. On re-appointment, M/s. GauriGoyal& Associates, will hold the office for a remaining period of 4 (four) years from the conclusion of the 33rdAnnual General Meeting of the Company till the conclusion of the 36th Annual General Meeting of the Company.
M/s. Gauri Goyal & Associates, have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
During the year the Statutory Auditors have confirmed that they satisfy the independence criteria required the Companies Act, 2013, code of ethics issued by Institute of Chartered Accountants India.
The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualifications in the Report.
COST AUDIT AND AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.
LISTING OF SECURITIES AND FEES
The Company''s Equity Shares are listed on BSE Ltd. Your company has already paid Listing Fees for the financial year 2024-25.
SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards issued till the end of the financial year 2024-25.
MEETINGS OF THE BOARD OF DIRECTORS
The Details of Meetings of the Board of Director Held during the Financial Year 2024-25:
As per the disclosures furnished none of the Directors are disqualified to act as directors of this Company or any other public Company under Section 164 and other applicable provisions of the Companies Act, 2013.
The requisite information as prescribed under Clause 49 of the Listing Agreement is placed before the Board from time to time and is generally provided as part of the agenda papers of the Board Meeting and /or is placed at the table during the course of the meeting.
During the financial year ended March 31, 2025, Seven (7) Board Meetings were held and and the requisite Quorum was present. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meeting was held on the following dates:
1. 29th May 2024
2. 12th August 2024
3. 30th August 2024
4. 29th October 2024
5. 22nd January 2025
The maximum time gap between any two consecutive meetings did not exceed 120 days.
DETAILS OF GENERAL MEETINGS OF THE COMPANY:
During the year 2024-25, following General meetings were held as follows:
Annual General Meeting: 23rd September 2024 Extraordinary General Meeting: 13th February 2025
COMPOSITION OF COMMITTEES
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.
The Board currently has the following Committees:
A. Audit Committee.
B. Nomination & Remuneration Committee.
C. Stakeholders Relationship Committee.
A. Audit Committee
The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulation18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The composition of the Audit Committee as on 31st March, 2025 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
4 |
4 |
|
Mr.PrashantChandraPande |
Member |
4 |
4 |
|
Mr. BasudevGarg |
Member |
4 |
4 |
During the year, Four (4) Audit Committee meetings were held on the following dates:
1. 29th May 2024
2. 12th August 2024
3. 29th October 2024
4. 22nd January 2025
All the recommendations made by the Audit Committee were accepted by the board.
B. Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.
The composition of the Nomination and Remuneration Committee as on 31st March, 2025 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
3 |
3 |
|
Mr.PrashantChandraPande |
Member |
3 |
3 |
|
Mr. BasudevGarg |
Member |
3 |
3 |
During the year, Three (3) Nomination and Remuneration Committee meetings were held on the following dates:
1. 29th May 2024
2. 12th August 2024
3. 22nd January 2025
C. Stakeholder Relationship Committee
The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks after Shareholders''/Investors'' Grievance like redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports etc.
The composition of the Stakeholder Relationship Committee as on 31st March, 2025 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
3 |
3 |
|
Mr.PrashantChandraPande |
Member |
3 |
3 |
|
Mr. BasudevGarg |
Member |
3 |
3 |
During the year, Three (3) Stakeholder Relationship Committee meetings were held on the following dates:
1. 29th May 2024
2. 12th August 2024
3. 22nd January 2025
RELATED PARTY TRANSACTIONS
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.
However, there were no related party transactions of the Company under the said policy and as per provisions of section 188 of Companies Act 2013 & rules made there under. There are no materially significant related party transactions made by the Company with its promoters, Directors or management, their relatives etc. that may have potential conflict with the interest of the Company at large. Suitable disclosures as required by the Accounting Standards (AS 18) are disclosed.
Your company is exempted under Regulation 15 (2) of SEBI (LODR) Requirements 2015 to file Related Party Transaction disclosure under Reg 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence, it is not mandatory for the Company to file the RPT for half year ended 31st March, 2024 with the Exchange.
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITH SCHEDULE V (D) OF THE SEBI (LODR), 2015
Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, the Board of Director and its Senior Management have given declaration regarding compliance with the Code of Conduct which is annexed with the Board Report as Annexure ''D''.
CERTIFICATION FROM CHIEF FINANCIAL OFFICER
A Certificate from the Chief Financial Officer, Pursuant to Regulation 17(8) read with schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been placed before which is annexed with the Board Report as Annexure ''E''.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, no loans, guarantees or investments under Section 186 of the Companies Act, 2013 have been given by the Company.
EXTRACT OF ANNUAL RETURN
As per, MCA vide Notification dated 28.08.2020 has amended Rule 12(1) of the Companies(Management and Administration), Rules, 2014 by inserting the following proviso:
âProvided that a company shall not be required to attach the extract of the annual return withthe Board''s report in Form No MGT. 9, in case the web link of such annual return has been disclosed in the Board''s report in accordance with sub-section (3) of section 92 of theCompanies Act, 2013â.
Therefore, Company is not required to append the extract of Annual Return in Form MGT-9 to the Board''s Report and the annual return in the prescribed format is available at website of the company at www.kmgmilkfood.com.
POLICIES & DISCLOSURES
? Vigil Mechanism
Your company is committed to high standards of ethical, moral and legal business conduct. Accordingly, your company has established the Whistle Blower Policy which is in compliance with the provision of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 for directors and employees of the Company to report genuine concerns or grievances. The vigil mechanism provides the safeguard against the victimization of person who uses such mechanism. The Company has framed the Whistle Blower Policy, which is periodically reviewed by the Audit Committee and the Board.
During the financial year 2024-2025, all the directors and employees had full access to approach the vigil mechanism officer. No complaint was received during the year 2024-2025 of any sort from any directors and employees of your company.
? Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.
However, it is not applicable in the case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
? Material Subsidiary
There is no material subsidiary* of the company, so no policy on material subsidiary is required to be adopted.
? âMaterial Subsidiaryâ shall have the meaning as defined in Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS)- 21 on Consolidated Financial Statements read with other with other applicable provision, there is no requirement of Consolidated Financial Statements.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21stApril, 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.
OTHERS
a. The details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year: NIL
b. The details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof: NIL
ACKNOWLEDGEMENTS
Your directors thank the Company''s stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your directors place on record their appreciation of the contribution made by the employees of your Company at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation, and support. The Board sincerely expresses its gratitude to Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time.
Mar 31, 2024
Your directors are pleased to present the 32ndAnnual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2024.
FINANCIAL PERFORMANCE
The Summarized financial results are:
|
(Amount in Hundreds) |
|||
|
Particulars |
2023-24 |
2022-23 |
|
|
Income from Operations |
194,632.64 |
1,329,415.41 |
|
|
Other Income |
93,000.00 |
26,441.70 |
|
|
Total Income |
287,632.64 |
1,355,857.11 |
|
|
Operating Expenses |
... |
||
|
Employee Benefit Expenses |
77,697.30 |
75,672.28 |
|
|
Finance Costs |
8,171.10 |
537.09 |
|
|
Other Expenses |
193,427.60 |
117,158.71 |
|
|
Exceptional Item |
... |
||
|
Profit/ (Loss) before Tax |
8,336.64 |
20,836.29 |
|
|
Tax Expenses |
|||
|
⢠Current Year |
â |
... |
|
|
⢠Previous Year |
â |
â |
|
|
⢠MAT Entitlement |
â |
â |
|
|
⢠Deferred Tax |
(2,885.00) |
-6,162.79 |
|
|
Net Profit/ (Loss) for the Year |
11,221.67 |
26,999.08 |
|
STATE OF COMPANYâS AFFAIRS
During the period under review the total Income of the Company is Rs. 287,632.64(in hundreds) as compared to previous year Rs.1,355,857.11(in hundreds).
The Company during the period has profit before tax of Rs. 8,336.64(in hundreds) as compared to profit of Rs. 20,836.29(in hundreds) in the previous year and Net Profit of the company during the reporting period is Rs. 11,221.67(in hundreds) as compared to profit of Rs. 26,999.08(in hundreds) in the previous year.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2023-24
There are no material changes and/or commitment affecting the financial position of the company after the close of financial year 2023-24 till the date of report.
DIVIDEND
With a view to conserve resources of the company, your directors do not recommend any dividend for the year ended March 31, 2024 under review.
TRANSFER TO RESERVES
The Company has transferred a Net Profit of Rs. 11,221.67(in hundreds) to Reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was transferred to Investor Education and Protection Fund as there was no unclaimed dividend.
HUMAN RESOURCES DEVELOPMENT
Human Resource has gained prime importance in last few years. Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations. Your Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets.
We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High -Potential employees with focus on their Individual Development Plan & helping them to become future leaders.
Your directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place an act âThe Sexual Harassment of Women at Workplaceâ (Prevention, Prohibition and Redressal) Act, 2013 has been notified in December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy.
The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES
"Business Excellence" is an integral part of Business Management and is the application of quality management theory and tools to run our business more efficiently. Business Excellence is the culture of your company, which works as an enabler to our commitment to higher customer satisfaction, increase in stakeholder value & better process management through the never-ending cycle of continuous improvement. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
During the year ended 31st March, 2024, the Company did not have any subsidiary companies/joint ventures/ associate companies.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of Internal Controls to help Management review the effectiveness of the Financial and Operating Controls and assurance about adherence to Company''s laid down Systems and Procedures. As per the provisions of the Companies Act, 2013, internal controls and documentation are in place for all the activities. Both Internal Auditors and Statutory Auditors have verified the Internal Financial Controls (IFC) at entity level and operations level and satisfied about control effectiveness. The controls are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.
Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the internal auditors during the course of their audits. During the financial year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls and business practices.
The Audit Committee periodically reviews the findings and commendations of the Auditors and takes corrective action as deemed necessary. The Board of Directors have framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the going concern status and company''s operation in future.
DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014
As required under Companies (Share Capital and Debenture) Rules 2014, during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, preference shares, and employee stock options and also not made any provision for purchase of its own shares by employees or by trustees. There was no change in the Authorised and Paid-up Capital of the Company:
Equity:
Authorized Shares Capital: - Rs. 15,00,00,000
Issued Shares Capital: - Rs. 5,30,46,000
Subscribed & Paid-up Capital: - Rs. 5,30,46,000
DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES
During the year under review, there is NIL disclosure as required under provisions of section 67(3) of Companies Act, 2013.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc.
In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than Rupees 10 Crores and Net worth is less than Rupees 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Therefore, taking Auditors Certificate on Corporate Governance as required under Schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Company''s endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land. The management of Company believes that it will further enhance the level of Corporate Governance in the company.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with SEBI circular no: CIR/ CFD/CMD1/27/2019 dated 8th February, 2019, BSE circular no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no LIST/COMP/12/2019-20 dated 14th May, 2019 is not applicable to the Company due to exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ashish Goyal, Proprietor of M/s A. Goyal & Associates, Company Secretary in Practice to undertake the secretarial audit of the Company for Financial Year 2023-24. The Secretarial Audit Report is appended as Annexure ''A'' to this Report. There are no adverse remarks/ observations/ qualifications/ reservations / disclaimers in the Secretarial Audit Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (âthe Actâ) your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:
i. in the preparation of the annual accounts for financial year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.
ii. they have in consultation with the Statutory Auditors 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 of 31st March, 2024 and of the profit/loss of the Company for the year ended on that date.
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. they have prepared the annual accounts for financial year ended 31st March, 2024 on a going concern basis.
v. they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls were operating effectively during the financial year ended 31st March, 2024.
vi. they have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31st March, 2024.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company''s business/ activities, understanding of industry and global trends, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
Feedback was sought by way of well-defined and structured questionnaires covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, oversight of Company''s subsidiaries, etc., and the evaluation was carried out based on responses received from the Directors.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent directorbeing evaluated.
MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT
Managements'' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure ''B'' of the Director''s Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''C'' to this Report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mrs. Mithlesh Garg, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.
⢠Appointment / Re-appointment and Cessation of Directors & KMP
Following are the Directors of the Company as on 31st March, 2024:
|
S.no. |
Name of Directors |
Category of Directors |
|
1 |
Mrs. Mithlesh Garg |
Non-Executive-Non-Independent Director |
|
2 |
Mr. Prashant Chandra Pande |
Non-Executive-Non-Independent Director |
|
3 |
Mr. Arun Kumar Sharma |
Non-Executive-Non-Independent Director |
|
4 |
Mrs. Shivangi Garg |
Additional Director |
|
5 |
Mr. Vinod Poudyal |
Additional Director |
Pursuant to the provisions of Section 203 of the Act, your Company has followingKey Managerial Personnel(s) as on 31st March, 2024:
|
S. No. |
Name of KMPs |
Designation |
|
1. |
Mr. Basudev Garg |
Whole-time Director |
|
2. |
Mr. Pardeep Gupta |
Chief Financial Officer |
|
3. |
Ms. Deepti Goel |
Company Secretary and Compliance Officer |
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
AUDITORS AND AUDITOR''S REPORT
M/s. GauriGoyal& Associates, Chartered Accountants (Firm Registration No. 036120N), were reappointed as Statutory Auditors of the Company at meeting of Board of Directors on recommendations of the Audit Committee .
The Board has recommended the same for the approval of shareholders at this 32ndAnnual General Meeting. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations, 2015. On re-appointment, M/s. GauriGoyal& Associates, will hold the office for a remaining period of 4 (four) years from the conclusion of the 32ndAnnual General Meeting of the Company till the conclusion of the 36th Annual General Meeting of the Company.
M/s. Gauri Goyal & Associates, have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
During the year the Statutory Auditors have confirmed that they satisfy the independence criteria required the Companies Act, 2013, code of ethics issued by Institute of Chartered Accountants India.
The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualifications in the Report.
COST AUDIT AND AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance
Report of the company for the financial year 2023-24.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.
LISTING OF SECURITIES AND FEES
The Company''s Equity Shares are listed on BSE Ltd. Your company has already paid Listing Fees for the financial year 2023-24.
SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards issued till the end of the financial year 2023-24.
MEETINGS OF THE BOARD OF DIRECTORS
The Details of Meetings of the Board of Director Held during the Financial Year 2023-24:
As per the disclosures furnished none of the Directors are disqualified to act as directors of this Company or any other public Company under Section 164 and other applicable provisions of the Companies Act, 2013.
The requisite information as prescribed under Clause 49 of the Listing Agreement is placed before the Board from time to time and is generally provided as part of the agenda papers of the Board Meeting and /or is placed at the table during the course of the meeting.
During the financial year ended March 31, 2024, Seven (7) Board Meetings were held and and the requisite Quorum was present. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meeting was held on the following dates:
1. 06th May, 2023
2. 03rd June, 2023
3. 14th August, 2023
4. 05thSeptember, 2023
5. 10th November, 2023
6. 12th February, 2024
7. 07th March, 2024
The maximum time gap between any two consecutive meetings did not exceed 120 days.
DETAILS OF GENERAL MEETINGS OF THE COMPANY:
During the year 2023-24, following General meetings were held as follows:
Annual General Meeting: 30thSeptember, 2023 Extraordinary General Meeting: N.A.
COMPOSITION OF COMMITTEES
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.
The Board currently has the following Committees:
A. Audit Committee.
B. Nomination & Remuneration Committee.
C. Stakeholders Relationship Committee.
A. Audit Committee
The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulation18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The composition of the Audit Committee as on 31st March, 2024 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
4 |
4 |
|
Mr.PrashantChandraPande |
Member |
4 |
4 |
|
Mr. BasudevGarg |
Member |
4 |
4 |
During the year, Four (4) Audit Committee meetings were held on the following dates:
1. 06thMay, 2023
2. 14thAugust, 2023
3. 10th November, 2023
4. 12thFebruary, 2024
All the recommendations made by the Audit Committee were accepted by the board.
B. Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.
The composition of the Nomination and Remuneration Committee as on 31st March, 2024 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
3 |
3 |
|
Mr.PrashantChandraPande |
Member |
3 |
3 |
|
Mr. BasudevGarg |
Member |
3 |
3 |
During the year, Three (3) Nomination and Remuneration Committee meetings were held on the following dates:
1. 25th May, 2023
2. 14th August, 2023
3. 12th February, 2024
C. Stakeholder Relationship Committee
The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks after Shareholders''/Investors'' Grievance like redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports etc.
The composition of the Stakeholder Relationship Committee as on 31st March, 2024 and number of meetings attended by the Members during the year are given below:
|
Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
|
Mr. Arun Kumar Sharma |
Chairman |
3 |
3 |
|
Mr.PrashantChandraPande |
Member |
3 |
3 |
|
Mr. BasudevGarg |
Member |
3 |
3 |
During the year, Three (3) Stakeholder Relationship Committee meetings were held on the following dates:
1. 06th May, 2023
2. 14th August, 2023
3. 12th February, 2024
RELATED PARTY TRANSACTIONS
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.
However, there were no related party transactions of the Company under the said policy and as per provisions of section 188 of Companies Act 2013 & rules made there under. There are no materially significant related party transactions made by the Company with its promoters, Directors or management, their relatives etc. that may have potential conflict with the interest of the Company at large. Suitable disclosures as required by the Accounting Standards (AS 18) are disclosed.
Your company is exempted under Regulation 15 (2) of SEBI (LODR) Requirements 2015 to file Related Party Transaction disclosure under Reg 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence, it is not mandatory for the Company to file the RPT for half year ended 31st March, 2023 with the Exchange.
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITH SCHEDULE V (D) OF THE SEBI (LODR), 2015
Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, the Board of Director and its Senior Management have given declaration regarding compliance with the Code of Conduct which is annexed with the Board Report as Annexure ''D''.
CERTIFICATION FROM CHIEF FINANCIAL OFFICER
A Certificate from the Chief Financial Officer, Pursuant to Regulation 17(8) read with schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been placed before which is annexed with the Board Report as Annexure ''E''.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, no loans, guarantees or investments under Section 186 of the Companies Act, 2013 have been given by the Company.
EXTRACT OF ANNUAL RETURN
As per, MCA vide Notification dated 28.08.2020 has amended Rule 12(1) of the Companies(Management and Administration), Rules, 2014 by inserting the following proviso:
âProvided that a company shall not be required to attach the extract of the annual return withthe Board''s report in Form No MGT. 9, in case the web link of such annual return has been disclosed in the Board''s report in accordance with sub-section (3) of section 92 of theCompanies Act, 2013â.
Therefore, Company is not required to append the extract of Annual Return in Form MGT-9 to the Board''s Report and the annual return in the prescribed format is available at website of the company at www.kmgmilkfood.com.
POLICIES & DISCLOSURES
? Vigil Mechanism
Your company is committed to high standards of ethical, moral and legal business conduct. Accordingly, your company has established the Whistle Blower Policy which is in compliance with the provision of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 for directors and employees of the
Company to report genuine concerns or grievances. The vigil mechanism provides the safeguard against the victimization of person who uses such mechanism. The Company has framed the Whistle Blower Policy, which is periodically reviewed by the Audit Committee and the Board.
During the financial year 2023-2024, all the directors and employees had full access to approach the vigil mechanism officer. No complaint was received during the year 2023-2024 of any sort from any directors and employees of your company.
? Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.
However, it is not applicable in the case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
? Material Subsidiary
There is no material subsidiary* of the company, so no policy on material subsidiary is required to be adopted.
? âMaterial Subsidiaryâ shall have the meaning as defined in Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS)- 21 on Consolidated Financial Statements read with other with other applicable provision, there is no requirement of Consolidated Financial Statements.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21stApril, 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.
OTHERS
a. The details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year: NIL
b. The details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof: NIL
ACKNOWLEDGEMENTS
Your directors thank the Company''s stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your directors place on record their appreciation of the contribution made by the employees of your Company at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation, and support. The Board sincerely expresses its gratitude to Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time.
Mar 31, 2015
The Directors hereby present their 23rd Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2015.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year For the Year
Ended 31.03.2015 Ended 31.03.2014
Total Revenue 187.17 200.63
Total Expenditure excluding 50.18 46.42
Depreciation, Amortization
Expenses and Financial - -
Charges
Depreciation and 65.40 48.63
Amortization Expenses
Financial Charges - 0.04
Profit/(Loss) before 71.58 105.56
Extraordinary Item
Extraordinary Item - -
Profit/(Loss) before Tax 71.58 105.56
Tax Expenses 27.31 4.24
Net Profit/(Loss) after Tax 44.26 101.32
02. PERFORMANCE:
During the period under report the Company achieved a turnover of Rs
187.17 lacs as compared to Rs. 200.63 Lacs for the previous year.
Your Company performed good as industry position during the year,
However your Directors is of the opinion that the company has the
immense potential and adequate resources to achieve the rapid rate of
growth in the coming years.
03. DIVIDEND AND RESERVES
As per the working capital requirements in the Company, your Directors
do not recommend any dividend for the period under report and reserve
as per Financial Statement.
04. MEETINGS
During the year, Eight Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report.
05. DIRECTORS:
In accordance with the requirements of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Bharat Bhushan Raina, Director
of the Company, retires by rotation and being eligible offers himself
for reappointment.
And Company will re-appoint Mr. Basudev Garg as Whole Time Director of
The Company in forthcoming Annual General Meeting.
Your directors solicit your approval for the reappointment of the
director.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership/ chairmanship of the Board
Committees, shareholding under Clause 49 of the Listing agreement with
the stock exchanges forms part of the Notice.
06. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 134 of the Companies Act,
2013, there is no transaction of such items during the period.
07. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/ exceeding the limit prescribed
under section 197 of the Companies Act, 2013.
08. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 134 of the Companies Act, 2013 regarding the
Directors' Responsibility Statement it is hereby stated:
· that in the preparation of the annual accounts for the year ended
31.03.2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
· that the Directors have selected and applied such accounting policies
consistently and the Directors have made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of
the profit or loss of the company for that period.
· 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
· that the Directors have prepared the annual accounts on a going
concern basis.
· that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
· that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
09. SECRETARIAL AUDITORS
The Board of Directors of your Company has appointed M/s AMJ &
Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant
to the provisions of Section 204 of the Companies Act, 2013 for the
financial year 2015-16. The Report of the Secretarial Auditor is
annexed to the Report as per Annexure "A".
10. AUDITORS
The Auditors, M/s. Rajan K Gupta & Co, Chartered Accountants, having
registration No 005945C, hold office until the conclusion of the Next
General Meeting and offer themselves for re-appointment. Certificate
from the Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
the Companies Act.
The Board recommends the appointment of M/s. Rajan K Gupta & Co,
Chartered Accountants, the Statutory Auditors of the Company for the
Financial Year 2015-2016.
11. AUDITORS' REPORT
There is no qualification or adverse remarks on the stand-alone
financials of the Company.
12. LISTING
The securities of the Company are listed at BSE Limited, Delhi Stock
Exchange Limited and Ahmedabad Stock Exchange Limited. During the year
Jaipur Stock Exchange and Ludhiana Stock Exchange was De- recognised by
SEBI. The Shares of the Company have been traded at BSE trading
platform.
13. CORPORATE GOVERNANCE
As per schedule of implementation of Corporate Governance Code
mentioned in Clause 49 of the Listing Agreement, the Company has
implemented the mandatory requirements of the code. And a Report on
Corporate Governance Annexed as Annexure-B.
14. INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s Ankit P Jain &
Co., Chartered Accountants, New Delhi as Internal Auditors pursuant to
the provisions of Section 138 of the Companies Act, 2013 for the
financial year 2015-2016.
15. BOARD EVALUATION
Pursuant to the Provisions 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.
16. RELATED PARTY TRANSACTION
Company does all transaction at Arm Length Price if any transaction
having related party transaction under section 188 of Companies Act,
2013 than mention in Form AOC-2 as Annexure- "C".
17. EXTRACT OF ANNUAL RETURN
The details forming Part of the Extracts of Annual Return (Form-MGT-9)
is annexed as per Annexure "D".
18. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report. as per
Annexure "E".
19. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
20. PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 73 of the Companies Act, 2013
21. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
22. INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
23. CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, the Company will be
sending reminder letters to shareholders whose share certificates are
still lying with the Company as undelivered/ unclaimed. Members who are
yet to claim share certificates in physical mode are requested to claim
their share certificates from the R&T Agent of the company viz. M/s
Skyline Financial Services Private Limited. We would also like to
inform that in case the company is not able to receive any response to
the reminder letters the shares lying with the Company as undelivered/
un exchanged shall be transferred to "Unclaimed Suspense Account" and
thereafter dematerialised to a specific Demat Account to be opened by
the Company for this specific purpose, as stipulated in the above
circular of SEBI.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 Company has adopted a policy for prevention of
Sexual Harassment of Women at workplace. During the year Company has
not received any complaint of harassment.
25. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers looks forward for their continued
support/co- operation.
For & On Behalf of Board of Directors
Of KMG Milk Food Limited
Basudev Garg
Chairman & Whole Time Director
DIN: 00282038
Date: 29.08.2015
Place: Kurukshetra (Haryana)
Mar 31, 2014
Dear Members,
The Directors hereby present their 22nd Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2014.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year Ended For the Year Ended
31.03.2014 31.03.2013
Total Revenue 200.63 203.80
Total Expenditure excluding
Depreciation,
Amortization Expenses and
Financial Charges 46.42 68.81
Depreciation and Amortization Expenses48.63 49.97
Financial Charges 0.04 0.05
Profit/(Loss) before Extraordinary
Item 105.56 84.97
Extraordinary Item - 189.70
Profit/(Loss) before Tax 105.56 (104.72)
Tax Expenses 4.24 (14.36)
Net Profit/(Loss) after Tax 101.32 (90.36)
02. PERFORMANCE:
With continuous efforts of the management of the Company during the
period under report the Company achieved a turnover of Rs 200.63 lacs
as compared to Rs. 203.79 Lacs for the previous year.
Your Company performed good during the year, However your Directors is
of the opinion that the company has the immense potential and adequate
resources to achieve the rapid rate of growth in the coming years.
03. DIVIDEND:
As per the working capital requirements in the Company, your Directors
do not recommend any dividend for the period under report.
04. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
05. DIRECTORS:
In accordance with the requirements of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. M S Venkateswaran and Mr. M C
Saxena, Director of the Company, retires by rotation and being eligible
offers himself for reappointment.
Your directors solicit your approval for the reappointment of the
director.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership/ chairmanship of the Board
Committees, shareholding under Clause 49 of the Listing agreement with
the stock exchanges forms part of the Notice.
06. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 217(1)(e) of the Companies
Act, 1956, the statement giving the required information is annexed
hereto.
07. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/ exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956.
08. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors'' Responsibility Statement it is hereby stated:
- that in the preparation of the annual accounts for the year ended
31.03.2014, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
- that the Directors have selected and applied such accounting
policies consistently and the Directors have made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year and of the profit or loss of the company for that period.
- 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
- that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
- that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
09. CORPORATE GOVERNANCE
As per schedule of implementation of Corporate Governance Code
mentioned in Clause 49 of the Listing Agreement, the Company has
implemented the mandatory requirements of the code.
10. AUDITORS
The Auditors, M/ s. Rajan K Gupta & Co, Chartered Accountants, having
registration No 005945C, hold office until the conclusion of the
forthcoming Annual General Meeting and offer themselves for
re-appointment. Certificate from the Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under the Companies Act.
The Board recommends the appointment of M/s. Rajan K Gupta & Co,
Chartered Accountants, the Statutory Auditors of the Company for the
Financial Year 2014-15.
11. AUDITORS'' REPORT
There is no qualification or adverse remarks on the stand-alone
financials of the Company.
12. LISTING
The securities of the Company are listed at BSE Limited, Delhi Stock
Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock
Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of
securities of the Company has been revoked from BSE Limited and Shares
of the Company have been traded at BSE trading platform.
13. CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, the Company will be
sending reminder letters to shareholders whose share certificates are
still lying with the Company as undelivered/ unclaimed. Members who are
yet to claim share certificates in physical mode are requested to claim
their share certificates from the R&T Agent of the company viz. M/s
Skyline Financial Services Private Limited. We would also like to
inform that in case the company is not able to receive any response to
the reminder letters the shares lying with the Company as undelivered/
unexchanged shall be transferred to "Unclaimed Suspense Account" and
thereafter dematerialised to a specific Demat Account to be opened by
the Company for this specific purpose, as stipulated in the above
circular of SEBI.
14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices / reports /
documents / intimations and other correspondences etc. through e-mails,
in the electronic mode instead of receiving physical copies of the
same.
15. PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
16. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
17 INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
18. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers and looks forward for their continued
support/co- operation.
For & On Behalf of Board of Directors Of
KMG Milk Food Limited
Basudev Garg
Whole Time Director
DIN: 00282038
Date : 29.08.2014
Place: Kurukshetra (Haryana)
Mar 31, 2013
The Directors hereby present their 21st Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2013.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year For the Year
Ended 31.03.2013 Ended 31.03.2012
Total Revenue 203.80 121.89
Total Expenditure excluding
Depreciation, Amortization
Expenses and Financial Charges 68.81 66.78
Depreciation and Amortization
Expenses 49.97 53.56
Financial Charges 0.05 0.03
Profit/(Loss) before
Extraordinary Item 84.97 1.52
Extraordinary Item 189.70 0.00
Profit/(Loss) before Tax (104.72) 1.52
Tax Expenses (14.36) (6.08)
Net Profit/(Loss) after Tax (90.36) 7.60
02. PERFORMANCE:
With continuous efforts of the management of the Company during the
period under report the Company achieved a turnover of Rs 203.60 lacs
as compared to Rs. 121.88 Lacs for the previous year.
Your Company performed good during the year, however your Company could
not earn much profit due to imposition of cess as at 31.03.2013 except
the milk cess of Rs 1,50,84,375/- against the supreme court order dated
07-09-2012. Your Directors is of the opinion that the company has the
immense potential and adequate resources to achieve the rapid rate of
growth in the coming years.
03. DIVIDEND:
As the Company is suffering from loss, your Directors do not recommend
any dividend for the period under report.
04. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
05. DIRECTORS:
In accordance with the requirements of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. R. Sundra Raj and Mr. B. B.
Raina, Director of the Company, retires by rotation and being eligible
offers himself for reappointment.
Your directors solicit your approval for the reappointment of the
director.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership / chairmanship of the Board
Committees, shareholding under Clause 49 of the Listing agreement with
the stock exchanges forms part of the Notice.
06. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 217(1)(e) of the Companies
Act, 1956, the statement giving the required information is annexed
hereto.
07. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/ exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956.
08. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors'' Responsibility Statement it is hereby stated:
- that in the preparation of the annual accounts for the year ended
31.03.2013, the applicable accounting standards had been followed along
with proper explanation relating to material departure.
- that the Directors have selected and applied such accounting policies
consistently.
- that the Directors have made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
- 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
09. CORPORATE GOVERNANCE
As per schedule of implementation of Corporate Governance Code
mentioned in Clause 49 of the Listing Agreement, the Company has
implemented the mandatory requirements of the code.
10. AUDITORS
The Auditors, M/s. Rajan K Gupta & Co, Chartered Accountants, having
registration No 005945C, hold office until the conclusion of the
forthcoming Annual General Meeting and offer themselves for
re-appointment. Certificate from the Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
The Board recommends the appointment of M/s. Rajan K Gupta & Co,
Chartered Accountants, the Statutory Auditors of the Company for the
Financial Year 2013-14.
11. AUDITORS'' REPORT
There is no qualification or adverse remarks on the stand-alone
financials of the Company.
12. LISTING
The securities of the Company are listed at BSE Limited, Delhi Stock
Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock
Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of
securities of the Company has been revoked from BSE Limited and trading
of Shares have been commenced at BSE trading platform w.e.f 28th
September 2012.
13. CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, the Company will be
sending reminder letters to shareholders whose share certificates are
still lying with the Company as undelivered/ unclaimed. Members who are
yet to claim share certificates in physical mode are requested to claim
their share certificates from the R&T Agent of the company viz. M/s
Skyline Financial Services Private Limited. We would also like to
inform that in case the company is not able to receive any response to
the reminder letters the shares lying with the Company as undelivered/
unexchanged shall be transferred to "Unclaimed Suspense Account" and
thereafter dematerialised to a specific Demat Account to be opened by
the Company for this specific purpose, as stipulated in the above
circular of SEBI.
14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
15. PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
16. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
17 INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
18. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers and looks forward for their continued
support/ co- operation.
For & On Behalf of Board of Directors
Of KMG Milk Food Limited
Sd/-
Basudev Garg
Whole Time Director
Date: 26.08.2013
Place: Kurukshetra (Haryana)
Mar 31, 2012
The Directors hereby present their 20th Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2012.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year Ended For the Year Ended
31.03.2012 31.03.2011
Total Income 121.88 81.24
Total Expenditure 120.36 110.38
Profit/(Loss) before Tax 1.52 (29.14)
Deferred Tax Assets (6.08) (22.57)
Net Profit/(Loss) 7.60 (6.57)
02. PERFORMANCE:
With continuous efforts of the management of the Company during the
period under report the Company achieved a turnover of Rs. 121.88. lacs
including job work / processing against Rs. 81.24 lacs in previous
year.
03. DIVIDEND:
As the Company is not having sufficient profits, your Directors do not
recommend any dividend for the period under report.
04. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
05. DIRECTORS:
In accordance with the requirements of the Companies Act, 1956 and the
Company's Articles of Association, Mr. M. S. Venkateswaran, director
of the Company, retires by rotation and being eligible offers himself
for reappointment.
Your directors solicit your approval for the reappointment of the
director.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership / chairmanship of the Board
Committees, shareholding and relationship between Directors inter-se as
stipulated under Clause 49 of the Listing agreement with the stock
exchanges forms part of the Notice.
06. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 217(1)(e) of the Companies
Act, 1956, the statement giving the required information is annexed
hereto.
07. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/ exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956.
08. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors' Responsibility Statement it is hereby stated:
- that in the preparation of the annual accounts for the year ended
31.03.2012, the applicable accounting standards had been followed along
with proper explanation relating to material departure.
- that the Directors have selected and applied such accounting
policies consistently.
- that the Directors have made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
- 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
09. CORPORATE GOVERNANCE
As per schedule of implementation of Corporate Governance Code
mentioned in Clause 49 of the Listing Agreement, the Company has
implemented the mandatory requirements of the code.
10. AUDITORS
The Auditors, M/ s. Rajan K Gupta & Co, Chartered Accountants, having
registration No 005945C, hold office until the conclusion of the
forthcoming Annual General Meeting and offer themselves for
re-appointment. Certificate from the Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
The Board recommends the appointment of M/s. Rajan K Gupta & Co,
Chartered Accountants, the Statutory Auditors of the Company for the
Financial Year 2012-13.
11. AUDITORS' REPORT
There is no qualification or adverse remarks on the stand-alone
financials of the Company.
12. LISTING
The securities of the Company are listed at BSE Limited, Delhi Stock
Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock
Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of
securities of the Company has been revoked from BSE Limited and soon
the trading of securities will commence.
13. CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, the Company will be
sending reminder letters to shareholders whose share certificates are
still lying with the Company as undelivered/ unclaimed. Members who are
yet to claim share certificates in physical mode are requested to claim
their share certificates from the R&T Agent of the company viz. M/s
Skyline Financial Services Private Limited. We would also like to
inform that in case the company is not able to receive any response to
the reminder letters the shares lying with the Company as undelivered/
unexchanged shall be transferred to "Unclaimed Suspense Account" and
thereafter dematerialised to a specific Demat Account to be opened by
the Company for this specific purpose, as stipulated in the above
circular of SEBI.
14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices / reports /
documents / intimations and other correspondences etc. through e-mails,
in the electronic mode instead of receiving physical copies of the
same.
15. PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
16. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
17 INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
18. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers and looks forward for their continued
support/ co- operation.
For and on behalf of the Board of Directors
Place: Haryana Sd/-
Date: 25/08/2012
(BASUDEV GARG)
Chairman & Whole time Director
Mar 31, 2011
The Directors hereby present their 19th Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2011.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year For the Year
Ended 31.03.2011 Ended 31.03.2010
Total Income 81.24 100.17
Total Expenditure 110.38 85.61
Profit & Loss before
Interest & Depreciation (29.14) 14.55
Deferred Tax Assets (22.56) (10.95)
Profit & Loss After Tax /(-) (6-57) 25.50
02. PERFORMANCE:
With continuous efforts of the management of the Company during the
period under report the Company achieved a turnover of Rs. 81.24. lacs
including job work / processing against Rs. 100.17 lacs in previous
year.
03. DIVIDEND:
As the Company is not having profits, your Directors do not recommend
any dividend for the period under report.
04. DIRECTORS:
In accordance with the requirements of the Companies Act, 1956 and the
Company's Articles of Association, Mr. B. B. Raina and . M. S.
Venkateswaran, director of the Company, retires by rotation and being
eligible offers himself for reappointment.
Your directors solicit your approval for the reappointment of the
director.
05. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 217(l)(e) of the Companies
Act, 1956, the statement giving the required information is annexed
hereto.
06. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/ exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956.
07. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors' Responsibility Statement it is hereby stated:
- that in the preparation of the annual accounts for the year ended
31.03.2011, the applicable accounting standards had been followed along
with proper explanation relating to material departure.
- that the Directors have selected and applied such accounting policies
consistently.
- that the Directors have made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
- 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
08. AUDIT COMMITTEE:
The Company has an Audit Committee of Directors consisting of Mr.
Basudev Garg, Whole time Director, Mr. B. B. Raina and Mr. M. S.
Venkateshwaran, Directors of the Company.
09. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
10. INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
11. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers and looks forward for their continued
support/ co- operation.
For and on behalf of the Board of Directors
Place: Haryana Sd/-
Date: 13/08/2011 (BASUDEV GARG)
Chairman & Whole time Director
Mar 31, 2010
The Directors hereby present their 18th Annual Report on the business
and operations of the company and financial results for the year ended
31st March 2010.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
Particulars For the Year For the Year
Ended 31.03.2010 Ended 31.03.2009
Total Income 100.17 120.10
Total Expenditure 85.61 85.86
Profit & Loss 14.55 34.24
before Interest &
Depreciation
Tax Expenses (10.95) (10.32)
Profit & Loss (25.50) (44.56)
After Tax /(-)
02. PERFORMANCE:
With continuous efforts of the management of the Company during the
period under report the Company achieved a turnover of Rs. 100.17 lacs
including job work/processing against Rs. 120.10 lacs in previous year.
03. DIVIDEND:
As the Company is not having sufficient profits, your Directors do not
recommend any dividend for the period under report.
04. DIRECTORS:
In accordance with the requirements of the Companies Act, 1956 and the
Company's Articles of Association, Sh. S V Joshi and Mr. R Sundra Raj,
director of the Company, retires by rotation and being eligible offers
himself for reappointment.
Your directors solicit your approval for the reappointment of the
director.
05. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In compliance with the provisions of section 217(l)(e) of the Companies
Act, 1956, the statement giving the required information is annexed
hereto.
06. PARTICULARS OF EMPLOYEES:
During the year under report, none of the employee of the Company was
in receipt of remuneration equal to/exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956.
07. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors' Responsibility Statement it is hereby stated:
- that in the preparation of the annual accounts for the year ended
31.03.2008, the applicable accounting standards had been followed along
with proper explanation relating to material departure.
- that the Directors have selected and applied such accounting policies
consistently.
- that the Directors have made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
- 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 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
08. AUDIT COMMITTEE:
The Company has an Audit Committee of Directors consisting of S/Sh.
Basudev Garg, Whole time Director, Shashikant Vishnu Joshi and M. S.
Venkateshwaran, Directors of the Company.
09. PERSONNEL:
Labour Management relations were cordial during the period under
report. Your Directors wish to place on record their appreciation of
the valuable contribution made by all the employees to the business and
operations of the company during the period under report.
10 INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period
under report and there are no complaints pending for redressal.
12. ACKNOWLEDGEMENT:
The Board gratefully acknowledges the support and cooperation extended
by the Government Authorities, Financial Institutions, Banks,
Distributors and Suppliers and looks forward for their continued
support/co-operation.
(BASUDEV GARG)
Chairman & Whole time Director
Date: 19/08/2010
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KMG Milk Food Ltd. Reports
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KMG Milk Food Ltd. Corporate Announcements
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