We are pleased to present the Twenty Sixth Annual Report of the Company together withAudited Financial Statements and Auditor's Report for the Financial Year ended as on 31stMarch 2017. The Financial Highlights for the year under review are given below
1. FINANCIAL RESULT :
The Company's financial performance is given hereunder:
| || ||(Rs. in Lacs) |
|Particulars ||Financial Year ended 31.03.2017 ||Financial Year ended 31.03.2016 |
|Income from Operation ||12129.45 ||11359.98 |
|Other Income ||239.38 ||412.01 |
|Profit before Finance cost Depreciation and Taxes ||3086.73 ||1704.18 |
|Finance Cost ||1935.53 ||2102.65 |
|Depreciation ||1138.36 ||1151.61 |
|Profit/(Loss) before tax ||12.84 ||(1550.08) |
|Less: Provision for Bad Debts || ||189.92 |
|Less: Provision for W/o Fire claim ||247.11 ||247.11 |
|Deferred Tax(Assets)/Liability ||9.82 ||103.80 |
|Profit/(Loss) for the year ||(244.09) ||(2090.91) |
Performance: During the year under review the total income of your Company was Rs.12129.45 Lacs as compared to Rs. 11359.98 Lacs in the previous year. The Loss of thecompany for the current financial year is of Rs.244.09 Lacs as compared to loss of Rs.2090.91 Lacs in the previous year. It is reduced from the previous year.
Due to loss incurred by the Company during the financial year the Board has notrecommended any dividend for the year ended 31st March 2017.
3. BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK:
Company's business activities are broadly divided into Growing of mushrooms(agriculture Activity) Cheese sweets and appetizer manufacturing and export. we arepursuing to establish Franchisee business spanning three modules as Distribution HubsExclusive Stores & Quick Service food Vans. We plan to launch all product vertical PanIndia within next 2/3 years. The Asset reorganization process is still under considerationwith consortium of Banks and may take some more time.
Your Company has not accepted any Public Deposits under Chapter - V of Companies Act2013 during the year under review.
5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT:
Your company has an adequate Internal Control System and Risk Management procedure tomonitor the risks and their mitigating actions. Company has developed policies &procedures to assess the risk associated with the company and minimization thereof andperiodically informed the Board of Directors for their review to ensure that the executivemanagement controls the risk in accordance with defined policies and procedures adopted bythe company.
Mr. Akhil Gupta Cost Accountant an employee of the Company is responsible for InternalAudit of the Company for the financial year 2016-2017. He independently evaluate adequacyof internal controls and audit the transactions undertaken by the Company. The AuditCommittee of the Board of Directors inter alia reviews the adequacy and effectiveness ofinternal Control and monitors implementation of Internal Audit observations
6. STATUTORY AUDITORS:
The Statutory Auditors of the Company are M/s Anujeet Dandona & Company CharteredAccountants (Firm Reg. No. 006118C) Dehradun Uttarakhand who hold office till theconclusion of the ensuring AGM. There was no change in the statutory auditors during theyear.
Pursuant to Section 139 of the Companies Act 2013 the Board of Directors haverecommended appointment of M/s Satnam Associates Chartered Accountants (Firm Regn. No.09870C) Dehradun Uttarakhand as Statutory Auditors for holding office from the conclusionof the ensuing AGM till the conclusion of the next AGM subject to the approval of theshareholders in the ensuing AGM in place of M/s Anujeet Dandona & Company CharteredAccountants Dehradun Uttarakhand as required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmations from M/s SatnamAssociates Chartered Accountants (Firm Regn. No. 09870C) Dehradun Uttarakhand that theirappointment if made would be in conformity with the limits specified in the said Section.
The report given by the Auditors on the financial Statements of the company is part ofthe Annual Report which is self explanatory and need no comments.
7. SECRETARIAL AUDITOR:
As per the provisions of Section 204 of Companies Act 2013 and rules made there underevery listed company is required to annex with its Board's Report a Secretarial AuditReport given by a Company Secretary in practice.
Secretarial Audit was carried out by M/s Himanshu Sharma & Associats PracticingCompany Secretary New Delhi the Secretarial Auditor of the Company for the financialyear 2016-2017. The detailed report on the Secretarial Audit is appended as an Annexure tothis Report which is self explanatory and needs no comments.
8. COMMITTEES OF THE BOARD: There are currently three Committee of the Board which areas follows:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders' Relationship Committee
Details of all the Committees along with their composition charters and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as requiredunder Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules2014 is appended as an Annexure to this Report. www.Himalyainternational.com of the Company.
A) Changes in Directors and Key Managerial Personnel
Mr. Sanjiv Kakkar and Smt. Anita Kakkar has been resigned as the Directors from theBoard of the Company during the year under review
Change in Designation :
None of the Directors position changed on the Board of the Company during the yearunder review
B) Declaration by Independent Directors: The Independent director have submitted theirdisclosure to the Board that they fulfill all the requirements as to qualify for theirappointment as an Independent Director under the provisions of Section 149(6) of theCompanies Act 2013. The terms & conditions for the appointment of IndependentDirectors are given at the website i.e. www.himalvainternational.com of the Company.
C) Formal Annual Evaluation:
The details of training and familiarization programmes and Annual Board Evaluationprocess for Directors have been provided under the Corporate Governance Report. The policyon Director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of Director and also remuneration forKey Managerial Personnel and other employees forms part of Corporate Governance Report ofthis Annual Report.
D) Board Meetings:
The Board of Directors met 6 times during the financial year 2016-2017 on 25.04.201630.05.2016 25.07.2016 01.10.2016 27.10.2016 and 28.01.2017 as detailed in the CorporateGovernance Report.
11. PARTICULARS OF EMPLOYEES:
The provision of rule 5 sub rule (2) & (3) of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees inreceipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report ofBoard of Directors of the Company are as under:
|Name of employee ||Designation ||Remuneration (in Rs.) |
|Man Mohan Malik ||Chairman and Managing Director ||11640000 |
12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the workplace (Prevention Prohibition Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No compliant has been received in this regard.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186: -
During the year under review the company has not accepted any loans or provided anyguarantee or made any investments under section 186.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-
During the year under review the company has entered into the following contracts orarrangements with related party.
|Related Party Disclosures || |
|Name of Related Parties || |
|Key Management Personnel and their relatives ||Mr. Man Mohan Malik |
| ||Mrs. Sangita Malik |
| ||Himalya Carbonates Pvt. Ltd. |
|Enterprises over which key management personnel / shareholders and their relatives have significant influence ||Doon Valley Foods Pvt. Ltd. |
| ||APJ Laboratories Ltd |
| ||Himalya Simplot Pvt Ltd. |
|Subsidiary Companies ||Himalya Green Apartments Ltd |
| ||Appetizer and Snacks Foods Ltd |
|Nature of transaction ||2017 ||2016 |
|(i) Managerial Remuneration || || |
|Mr. M.M. Malik ||11640 ||10200 |
|Mrs. Sangita Malik ||1860 ||1918 |
| || |
| ||Transaction Value ||Closing Balance ||Transaction Value ||Closing Balance |
|(ii) Loans & Advances || || || || |
|APJ Laboratories Ltd ||0 ||56562 ||423 ||56.562 |
|Doon Valiev Foods Pvt Ltd. ||34.550 ||348 ||18.414 ||0 |
| ||2017 ||2016 |
|(iii) Purchases Value || || |
|APJ Laboratories Ltd ||0 ||152 |
|Doon Valiev Foods Pvt Ltd. ||21892 ||18414 |
|(iv) Shares Alloted || || |
|Himalya Carbonates Pvt Ltd. (No. of 1600.000 Shares of Rs. 10 each at a premium of Rs. 1/-) ||NIL ||16000 |
|(fv) Investment in Shares of Subsidarv Comnanies: ||2.017 ||2016 |
|Himalya Green Apartments Ltd 150000 shares of Rs. 10 each fullv naid uni ||500 ||NIL |
|Appetizer and Snacks Foods Ltd (50000 shares of Rs. 10 each fullv paid up) ||500 ||NIL |
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or policy. The policy is alsoavailable on the Company's website.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information pursuant to section 134(3)(m) of the Companies Act 2013 relating toconservation of energy technology absorption and foreign exchange earnings and outgo isas under:
A- Energy conservation - The Company makes continuous efforts to explore newtechnologies And techniques to make the infrastructure more energy efficient. Theoperations of the Company are not energy intensive. Company use agro waste to fireboilers.
B- Technology absorption Company uses Indian technical manpower to Operate Indian andimported infrastructure Foreign exchange earnings and out go.
|Particulars (Accrual Basis) ||Amount (In Rs 000) |
|Inflow foreign Exchange ||553932 |
|Outflow foreign Exchange ||180957 |
17. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board hereby affirms:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(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 control are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. Management Discussion and Analysis : A detailed chapter on "ManagementDiscussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement isannexed to the Annual Report and forms integral part of Directors' Report. all ourstakeholders. The Company has duly complied with revised Clause 49 - Corporate GovernanceCode as stipulated in the listing agreement with Stock Exchanges. A separate section onCorporate Governance along with Certificate from M/s. Anujeet Dandona & Co. CharteredAccountants confirming level of Compliance is annexed and forms part of the
20. Acknowledgment : Your Directors greatly appreciate the dedication and commitment ofemployees at all levels who have contributed towards the effective functioning of theCompany. We also wish to convey gratitude to company's Bankers Financial InstitutionsGovernment Authorities Clients Vendors and Investors for their support andencouragement during the year and look forward for their continued support in the future.
| || |
| ||By order of the Board of Directors |
| ||Himalya International Limited |
| ||Sd/- |
|Place: Paonta Sahib ||Man Mohan Malik |
|Date: 19.05.2017 ||(Chairman & Managing Director) |
| ||DIN No. 00696077 |