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Himalchuli Food Products Ltd.

BSE: 511169 Sector: Financials
NSE: N.A. ISIN Code: INE552N01015
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OPEN 11.50
CLOSE 10.96
VOLUME 100
52-Week high 11.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Himalchuli Food Products Ltd. (HIMALCHULIFOOD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the standalone financial statementsof the company.

Particulars 2015-16 2014-2015
Gross Income 444052 220268
Profit / (Loss) Before Interest and Depreciation -21067 5482
Finance Charges -- --
Gross Profit/(Loss) -21067 5482
Provision for Depreciation -- --
Extraordinary Item -- --
Net Profit/(Loss) Before Tax -21067 5482
Provision for Tax -- 567
Net Profit/(Loss) After Tax -21067 4915
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet -21067 4915

2. COMPANY’S PERFORMANCE AFFAIR

Your Directors are positive about the Company’s operations and making best effortsto implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. -21067 for financial yearunder review is transferred to reserves. The total reserves for the financial year 2015-16is Rs. (27729858)/-.

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2015 is Rs. 19000000/-comprising of 1900000 Equity Shares of Rs. 10/-.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Mr. Vivek Omprakash Goel whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed under Section 149(6) ofthe Companies Act 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Four Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 29th May 2015 1. 29th May 2015
2. 13th August 2015 2. 13th August 2015
3. 05th November 2015 3. 05th November 2015
4. 28th January 2016 4. 28th January 2016

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

9. COMMITTEES OF THE BOARD

There are currently three committees of the Board as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany’s financial reporting process. The Audit Committee Comprises of 3 directors.The Chairman of the Audit Committee is a Non-executive and Independent Director. TheComposition of the Audit Committee is as under:

Sr. No. Name Category Designation
1 Mr. Rashmikant Ratilal Desai Independent Director Chairman
2 Ms. Reenaben Bipinchndra Joshi Independent Director Member
3 Mr. Vivek Omprakash Goel Director Member

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Mr. Rashmikant Ratilal Desai Independent Director Chairman
2 Ms. Reenaben Bipinchndra Joshi Independent Director Member
3 Mr. Vivek Omprakash Goel Director Member

3) Stakeholders Relationship Committee

The Board of Directors of the Company reconstituted Stakeholders Relationship Committeeconsisting three members chaired by Independent Director Mr. Rashmikant Desai.

The composition of the Stakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1. Mr. Rashmikant Ratilal Desai Independent Director Chairman
2. Mr. Omprakash Rambilash Agarwal Managing Director Member
3. Mr. Vivek Omprakash Goel Director Member

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company for the year under review.

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

12. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act the rules framedthereafter and other applicable provisions if any M/s C.S. Jariwala & Co. CharteredAccountants Surat were appointed as statutory auditors of the Company from theconclusion of the 29th Annual General Meeting (AGM) of the

Company held on 25th September 2015 till the conclusion of 31stAGM subject to ratification of their appointment at every AGM.

13. AUDITORS’ REPORT

The Directors are of opinion that the comments in the Auditors report are selfexplanatory and do not call for any further explanations.

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Ms. Teena Dedhiaproprietress of M/s. Teena Dedhia & Asso. Practicing Company Secretary had beenappointed as Secretarial Auditor of the Company for the Financial Year 2015-16 but due topersonal reasons she had resigned as Secretarial Auditor of the Company hence the Boardhas appointed Ms. Payal Tachak proprietress of M/s. Payal Tachak & AssociatesPracticing Company Secretary for the FY 2015-16. The report of the Secretarial Auditors isenclosed as Annexure to this report.

Secretarial Auditor’s observation and Management’s explanation to theAuditor’s observation

a) Section 203(1) (ii) Non appointment of Company Secretary

The Board would like to bring to your notice that the Company has been trying torecruit a Company Secretary on best efforts basis since a long time but the Company hasnot been successful.

b) Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 Non appoint Qualified Company Secretary as Compliance Officer (Applicable from 1stDecember 2015) The Board has designated Omprakash Rambilash Agarwal as Compliance officerto take care of the compliances till such time the Company finds suitable candidate forthe post of Company Secretary.

c) Clause 41 of the Listing agreement Regulation 47 of the SEBI (Listing obligationsand Disclosure Requirements) Regulation 2015 Section 108 of the Companies Act 2013 readwith Rule 20 of the Companies (Management and Administration) Rules 2014 and Section 91of the Companies Act 2013 read with Rule 10 of the Companies (Management andAdministration) Rules 2014 Publication of Results audited and unaudited in news paperE-voting News Paper Advertisement for Book Closure.

The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain.

d) Clause 1.2.4 of Secretarial Standard 2 Map of the Venue of the Annual GeneralMeeting in the Notice of AGM for the Year 2014-15.

The company was not aware about the said provision. However from now onwards the samewill be complied.

e) 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated30th September 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17th June 2011.

The management is trying to do the needful to comply with the said provisions.

However the Company would try and comply with all the provisions to the full extent.The report of the Secretarial Auditors is enclosed as Annexure II to this report.

15. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.himalchuli.com under investors/policy documents/Vigil Mechanism Policy link.

16. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodicallyreviews the risk and suggests steps to be taken to control and mitigation the same througha proper defined framework.

17. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany’s website www.himalchuli.com.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm’s length transactions under third proviso thereto disclosed inForm No. AOC- 2 are appended as Annexure II

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo areNil during the year under review.

21. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

22. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE Limited. The Company is also listed on Ahmedabad Stock Exchange. The shares were alsolisted on the Vadorada Stock Exchange which is derecognized pursuant to SEBI order.

23. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. During the year under review the Company has not made any investments or givenguarantee’s or provided securities falling under the provisions of Section 186 of theCompanies Act 2013.

2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

6. Since the Company having paid-up capital less than the threshold provided underClause 49 of Listing Agreement and Regulation 27 (2) of Listing Regulations hence theCompany need not required to address Reports on Corporate Governance certificate/spertains thereto.

7. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

24. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on Behalf of the Board of Director
Place: Surat Omprakash Agarwal Vivek Omprakash Goel
Date: 03rd August 2016 Managing Director Director

Annexure - II FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

There were no contracts or arrangements or transactions entered into during the yearended 31st March 2016 which were not at Arm’s length basis.

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship United Raw Material PTE Ltd Company in which directors are interested.
Nature of contracts/arrangements/transaction Rendering service as Commission agent
Duration of the contracts/arrangements/transaction F.Y. 2015-2016
Salient terms of the contracts or arrangements or transaction including the value if any 443971.58
Date of approval by the Board 29th May 2015
Amount paid as advances if any Nil

 

For and on Behalf of the Board of Director
Place: Surat Omprakash Agarwal Vivek Omprakash Goel
Date: 03rd August 2016 Managing Director Director