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Hindustan Foods Ltd.

BSE: 519126 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE254N01018
BSE LIVE 12:29 | 23 Aug 180.00 -0.55
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 180.00
PREVIOUS CLOSE 180.55
VOLUME 248
52-Week high 228.80
52-Week low 93.50
P/E 84.11
Mkt Cap.(Rs cr) 234
Buy Price 180.00
Buy Qty 22.00
Sell Price 189.00
Sell Qty 50.00
OPEN 180.00
CLOSE 180.55
VOLUME 248
52-Week high 228.80
52-Week low 93.50
P/E 84.11
Mkt Cap.(Rs cr) 234
Buy Price 180.00
Buy Qty 22.00
Sell Price 189.00
Sell Qty 50.00

Hindustan Foods Ltd. (HINDFOODS) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 31st Annual Report on thebusiness and operations of the Company and the Audited financial accounts for the yearended March 31 2016.

Financial Results

Rs. in lacs

2015-16 2014-15
Profit for the year before Finance charges and depreciation 226.68 535.06
Less: Finance charges 98.12 155.14
Profit before depreciation 128.56 379.92
Less: Depreciation 133.82 129.68
(Loss)/ Profit for the year after Finance charges and depreciation / before tax for the year (5.26) 250.24
Less: Deferred Tax Assets 149.33 -
Profit for the year after Tax 144.07 250.24
Less: Surplus B/F from statement of Profit & Loss of previous year (656.98) (905.33)
Add: Value of Fixed Assets with useful life completed w/off - (1.89)
Balance carried to Balance Sheet (512.91) (656.98)

Transfer to Reserve

The Company did not transfer any amounts to the general reserve during the year.

Year in Retrospect

During the year under review the Company continued the manufacturing of snack food'Kurkure' for M/s. Pepsico India Holdings Pvt. Ltd. and infant food products 'Farex''Easum' and 'First Food' for M/s. Nutricia India Pvt. Ltd. on a monthly basis.

The Company has also successfully launched their own product under the brand"Cnergy" in the market and also continues to manufacture and market itsexisting brand "Bonny Mix" in the local market.

For the Financial Year ended March 31 2016 the Company achieved better results andreported turnover of ' 2386.49 lacs and profit after tax of ' 144.07 lacs.

Dividend

Considering the carry forward losses and in order to strengthen the Company'sfinancials your Directors do not recommend any dividend for the year under review.

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited(BSE). The listing fees for the year 2016-2017 have been paid to BSE.

Accreditation

The Company continues to enjoy Food Safety System Certification 22000 accreditationmade by SGS United Kingdom Ltd.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Directors' Responsibility Statement

To the best of our knowledge and belief and based on the information andrepresentations received from the operating management your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with the proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annual accounts havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internalfinancial controls are adequate and are operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and operating effectively.

Directors

During the year your Board with deep regret noted the sad demise of Late Soiru V.Dempo (DIN 00206062) on September 19 2015. In his death the Board has lost a visionaryand philanthropist. Mr. Rajesh S. Dempo (DIN 05143106) was appointed as Director onNovember 9 2015 to fill up the casual vacancy caused by the demise of Late Soiru V.Dempo.

Dr. Asht Bhuja Prasad and Mr. Ashok N. Manrjekar resigned from the Board during theperiod under report. Your Directors have placed on record their appreciation of thevaluable services rendered to the Company by them during their respective tenure asIndependent Directors of the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh S. Dempo retires by rotation at the forthcomingAnnual General Meeting since the Director in place of whom he is appointed in the casualvacany would have retired if he had not ceased from office due to death. Being eligibleMr. Rajesh S. Dempo offers himself for re-appointment. Your Board has recommended hisre-appointment.

The Board at its meeting held on November 9 2015 also appointed Mr. Shashi K.Kalathil (DIN 02829333) as an Additional Director of the Company in the category"Independent Director". Mr. Kalathil holds office upto the date of the ensuingAnnual General Meeting but is eligible for re-appointment.

Brief resume of the directors proposed for appointment / re-appointment together withother relevant details form part of the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Mr. Ganesh T Argekar Whole-time Director (Designated "Executive Director")Mrs. Beena M. Mahambrey Company Secretary and Mr. Kedarnath Swain CFO continued tofunction as Key Managerial Personnel of the Company during the year under review.

Independent Directors' Declarations

The Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from the Independent Directors of the Company viz. Adv. Sudin M. Usgaonkar and Mr.Shashi K. Kalathil confirming that they meet the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 in respect of theirposition as an "Independent Director" of Hindustan Foods Limited.

Meetings of the Board of Directors

A minimum of four Board meetings are held annually. Additional Board meetings areconvened by giving appropriate notice to address the Company's specific needs. In case ofbusiness exigencies or urgency of matters resolutions are passed by circulation.

During the year under review four Board meetings were held the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the Listing Regulations.

Audit Committee

The Audit Committee comprises of Mr. Shashi K. Kalathil who serves as the Chairman ofthe Committee and Adv. Sudin M. Usgaonkar and Mr. Rajesh S. Dempo as the other members.The terms of reference etc. of the Audit Committee is provided in Corporate GovernanceReport which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the financial year underreview were accepted by the Board.

Nomination and Remuneration Committee

The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has beenuploaded on the website of the Company at www.hflgoa.com

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of theListing Regulations the Board has carried out the annual performance evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Statutory Committees.

Based on various criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

Internal Control System

The Board has laid down Internal Financial Controls within the meaning of theexplanation to section 134 (5) (e) ("IFC") of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asBusiness evolves. The Company has a process in place to continuously identify such gapsand implement newer and or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.

Statutory Auditors

M/s. R. Sundararaman & Co. Chartered Accountants Chennai (Registration No.004219S) have been appointed as the Statutory Auditors of the Company for a period ofthree years from the conclusion of the 29th Annual General Meeting till theconclusion of the 32nd Annual General Meeting. The Board now recommends theappointment of M/s. R. Sundararaman & Co. for ratification by the members at theAnnual General Meeting for the Financial Year 2016-17.

Statutory Auditors' Observations

The notes on financial statements referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations or comments.

There are no qualifications reservations or adverse remarks or disclaimer made in theAuditors' Report which requires any clarification or explanation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesthereunder the Board of Directors of the Company has appointed CS Sadashiv V. ShetPracticing Company Secretary to conduct the Secretarial Audit. The Secretarial AuditReport for the financial year ended March 31 2016 forms a part of this Annual Report. Thesame is self explanatory and requires no comments.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistleblower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on theCompany's website www.hflgoa.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Risk Management

The Company follows well-established and detailed risk assessment and minimizationprocedures which are periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management ofkey risks including strategic and operational risks as well as the guidelines policiesand processes for monitoring and mitigating such risks under the aegis of the overallbusiness risk management framework.

Particulars of loans guarantees or investments

There was no loans guarantees and investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

Related Party Transactions

The transactions entered with related parties for the year under review were on arm'slength basis and in the ordinary course of business and as such provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there were no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.

As required under Regulation 23(1) of the Listing Regulations 2015 the Company hasformulated a policy on dealing with Related Party Transactions. The Policy has beenuploaded on the Company's website : www.hflgoa.com

Significant and material orders passed by the Regulators or Courts

There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.

Particulars of employees and related disclosures

None of the employees of the Company were in receipt of remuneration exceeding ' 60lacs per annum or more throughout the year nor exceeding ' 5 lacs per month or more forpart of the financial year 2015-16.

The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors' Report for the year ended March 31 2016 is given in a separateAnnexure to this Report.

The above Annexure is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby the Members at the Registered Office of the Company 21 days before the 31stAnnual General Meeting and upto the date of the ensuing Annual General Meeting during thebusiness hours on working days.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areprovided in the Annexure - I to this Report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - IIand forms an integral part of this Report

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under theCompany has formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassmentways and means to prevent occurrence of any such incident and the mechanism for dealingwith such incident in the unlikely event of its occurrence.

The ICC is responsible for redressal of complaints related to sexual harassment ofwomen at the workplace in accordance with procedures regulations and guidelines providedin the Policy.

During the year under review there were no complaints referred to the ICC.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport:

(i) Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions ofcorporate governance.

Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.

For and on behalf of the Board of Directors
Ganesh T. Argekar Shashi K. Kalathil
Executive Director Additional Independent Director
DIN: 06865379 DIN : 02829333
Panaji-Goa
May 26 2016