We are pleased to present the Twenty Fifth Annual Report of the Company together withAudited Financial Statements and Auditor's Report for the Financial Year ended as on 31stMarch 2016. 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 31.03.2016 ||Financial Year ended 31.03.2015 |
|Income from Operation ||11359.98 ||10092.32 |
|Other Income ||412.01 ||107.80 |
|Profit before Finance cost Depreciation and Taxes ||1704.18 ||680.63 |
|Finance Cost ||2102.65 ||3373.29 |
|Depreciation ||1151.61 ||1263.57 |
|Profit/(Loss) before tax ||(1550.08) ||(3956.23) |
|Less: Provision for Bad Debts ||189.92 ||12.35 |
|Less: Provision for W/o Fire claim ||247.11 ||0.00 |
|Deferred Tax(Assets)/Liability ||103.80 ||68.30 |
|Profit/(Loss) for the year ||(2090.91) ||(4036.88) |
Performance: During the year under review the total income of your Company was Rs.11359.98 Lacs as compared to Rs.
10092.32 Lacs in the previous year. The net Loss of the company for the currentfinancial year is of Rs.2090.91 Lacs as compared to loss of Rs. 4036.88 Lacs in theprevious year. It is reduced from the previous year. Company is now recovery mode andfocusing on export business. During the year 2015-16 company made export of 10 million.
Due to loss incurred by the Company during the financial year the Board has notrecommended any dividend for the year ended 31st March 2016.
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.
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.
The Board of Directors of the company appointed Mr. Akhil Gupta Cost Accountant anemployee of the Company as an Internal Auditors of the Company for the financial year2015-2016. The Internal Auditors independently evaluate adequacy of internal controls andaudit the transactions undertaken by the Company. The Audit Committee of the Board ofDirectors inter alia reviews the adequacy and effectiveness of internal Control andmonitors implementation of Internal Audit observations.
M/s Anujeet Dandona & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company at the last Annual General Meeting held on 30th September 2014 fora term of 3 consecutive years. As per section 139 of Companies Act 2013 the appointmentof Auditors is to be ratified by the members at every Annual General Meeting. The Companyhas received a certificate from the auditors to the effect that their ratification ifmade would be in accordance with the provision of section 141 of the Companies Act 2013
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report which is self explanatory and needs 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 2015-2016. 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 are as 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 required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure tothis Report. www.Himalyainternational.com of the Company.
10. DIRECTORS: Mrs. Anita Kakkar Director of the Company is retiring by rotationand being eligible offers herself for re-appointment as Non-executive and non -Independent Director.
A) Declaration by Independent Directors:
The Independent director have submitted their disclosure to the Board that they fulfillall the requirements as to qualify for their appointment as an Independent Director underthe provisions of Section 149(6) of the Companies Act 2013. The terms & conditionsfor the appointment of Independent Directors are given at the website i.e.www.Himalyainternational.com of the Company.
B) 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.
C) Board Meetings:
The Board of Directors met 6 times during the financial year 2015-2016 on 30.04.201528.07.2015 28.08.2015 30.10.2015 05.12.2015 30.01.2016 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 ||10200000 |
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) hasbeen set up to redress the complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No complianthas 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 DISCLOSURES :-
During the year under review the company has entered into the following contracts orarrangements with related party.
|a Name of Related Parties || |
|Key Management Personnel and their relatives ||Mr. M.M. Malik |
| ||Mrs. Saneita Malik |
|Enterprises over which hey management personnel / shareholders ||Himalya Carbonates Pvt. |
|and their relatives have significant influence ||Ltd. |
| ||Doon Valiev Foods Pvt. Ltd. |
| ||APJ Laboratories Ltd |
| ||Himalya Simplot Pvt Ltd. |
|b Nature of transaction ||31.03.2016 |
|([) Managerial Remuneration || |
|Mr. M.M. Malik ||10.200 |
|Mrs. Sangita Malik ||1.918 |
| || |
| ||Transaction ||Closing |
| ||Value ||Balance |
|(ii) Loans & Advances || || |
|APJ Laboratories Ltd ||423 ||56.562 |
|Doon Valiev Foods Pvt Ltd. ||18414 ||0 |
|(iii) Purchases Value || ||31.03.2016 |
|APJ Laboratories Ltd || ||152 |
|Doon Valiev Foods Pvt Ltd. || ||18414 |
|(iv) Shares Alloted || ||31.03.2016 |
|Himalya Carbonates Pvt Ltd. (No. of 1600000 Shares of Rs. 10 each at a preium of Rs.1 || ||1 600000 |
The Board has also framed a policy on related party transactions and the same isavailable on Company's website.
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 ||710620 |
|Outflow foreign Exchange ||195348 |
17. DIRECTORS RESPONSIBILITY STATEMENT:
The Board hereby affirms:
(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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.
19. Corporate Governance Report : We strive to attain high standards of corporategovernance while interacting with all our stakeholders. The Company has duly complied withrevised Clause 49 - Corporate Governance Code as stipulated in the listing agreement withStock Exchanges. A separate section on Corporate Governance along with Certificate fromM/s. Anujeet Dandona & Co. Chartered Accountants confirming level of Compliance isannexed and forms part of the Directors' Report.
20. Acknowledgment : Your Directors greatly appreciate the dedication andcommitment of employees at all levels who have contributed towards the effectivefunctioning of the Company. We also wish to convey gratitude to company's BankersFinancial Institutions Government Authorities Clients Vendors and Investors for theirsupport and encouragement during the year and look forward for their continued support inthe future.
| ||By order of the Board of Directors |
| ||Himalya International Limited |
| ||Sd/- |
|Place: Paonta Sahib ||Man Mohan Malik |
|Date: 25.07.2016 ||(Chairman & Managing Director) |
| ||DIN No. 00696077 |