The Directors hereby present their 24th Annual Report on the business andoperations of the company and financial results for the year ended 31st March2016.
01. FINANCIAL HIGHLIGHTS:
(RS. IN LACS)
|PARTICULARS ||FOR THE YEAR ENDED 31.03.2016 ||FOR THE YEAR ENDED 31.03.2015 |
|Total Revenue ||484.09 ||187.17 |
|Total Expenditure excluding Depreciation Amortization Expenses and Financial Charges ||386.02 ||50.18 |
|Depreciation and ||61.37 ||65.40 |
|Amortization Expenses || || |
|Financial Charges ||- ||- |
|Profit/(Loss) before ||36.99 ||71.58 |
|Extraordinary Item || || |
|Extraordinary Item ||- ||- |
|Profit/(Loss) before Tax ||36.99 ||71.58 |
|Tax Expenses ||(1.01) ||27.31 |
|Net Profit/(Loss) after Tax ||38.00 ||44.26 |
During the period under report the Company achieved a turnover of Rs. 484.39 lacs ascompared to Rs. 187.17 Lacs for the previous year.
Your Company performed good as industry position during the year However yourDirectors is of the opinion that the company has the immense potential and adequateresources 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 recommendany dividend for the period under report and reserve as per Financial Statement.
During the year Eight Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report.
In accordance with the requirements of the Companies Act 2013 and the CompanysArticles of Association Mrs. Mithlesh Garg Director of the Company retires by rotationand being eligible offers herself 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 intheir specific functional areas name of the companies in which they hold directorship andmembership/ chairmanship of the Board Committees shareholding forms part of the notice.
06. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013read with the Rule 8 of The Companies (Accounts) Rules 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management.This is not only saves energy resources for future but also avoids wasteful utilization ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution. The Company is taking measures to achieve moreefficiency in power and fuel consumption. The quality of coal used is being monitored tobring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Efforts in brief made towards technology absorption adaption and innovation. TheCompany as a matter of policy exposes its technical staff to latest technologicaldevelopments by encouraging them to participate in domestic as well as global technicalseminars and expositions; this helps them to further improve their knowledge and skillswhich in turn results in better quality products and increased productivity. Benefitsderived as a result of the above efforts Product innovation and renovation improvement inyield product quality input substitution cost effectiveness and energy conservation asthe major benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO: NIL
07 . PARTICULARS OF EMPLOYEES:
During the year under report none of the employee of the Company was in receipt ofremuneration equal to/ exceeding the limit prescribed under section 197 of the CompaniesAct 2013.
08. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134 of the Companies Act 2013 regarding the DirectorsResponsibility Statement it is hereby stated: a) that in the preparation of the annualaccounts for the year ended 31.03.2016 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures. b) that theDirectors have selected and applied such accounting policies consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit or loss of the company for that period. c) that the Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; and d) that theDirectors have prepared the annual accounts on a going concern basis. e) that thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. f) that thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable 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 CompanySecretaries Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of theCompanies Act 2013 for the financial year 2015-2016 to 2019-2020 (Five Years). The Reportof the Secretarial Auditor is annexed to the Report as per Annexure "A".
The Auditors M/s. Rajan K Gupta & Co Chartered Accountants having registrationNo 005945C hold office until the conclusion of the Next General Meeting and offerthemselves for re-appointment. Certificate from the Auditors has been received to theeffect that their ratification if made would be within the limits prescribed under theCompanies Act.
The Board recommends the ratification of appointment of M/s. Rajan K Gupta & CoChartered Accountants the Statutory Auditors of the Company for the Financial Year2016-2017.
11. AUDITORS' REPORT
The Auditors Report on the Annual Accounts of the Company for the Year endedMarch 31 2016 are self explanatory and requires no comments. There is no qualification oradverse remarks on the stand-alone financials of the Company.
The securities of the Company are listed at BSE Limited Delhi Stock Exchange Limitedand Ahmedabad Stock Exchange Limited. The Shares of the Company have been traded at BSEtrading platform.
13. CORPORATE GOVERNANCE
The Company has implemented the mandatory requirements of Corporate Governanceprovisions of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 voluntarily however the Provisions of Schedule V of SEBI (LODR)Regulations 2015 regarding Disclosure of Corporate Governance Report are not applicableto Company.
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 ofSection 138 of the Companies Act 2013 for Five years i.e. from Financial Year 2015-2016to Financial Year 2019-2020 on such remuneration as may be decided by the Board andInternal Auditors mutually.
15 . BOARD EVALUATION
Pursuant to the Provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an Annual Performance Evaluation of its own performanceand the Directors individually.
The manner of evaluation of Non-Independent Directors Chairman and the Board as awhole was done at a separate meeting held by Independent Directors.
16. RELATED PARTY TRANSACTION
None of the transactions with any of related parties were in conflict with theCompanys interest. Suitable disclosure as required by the Accounting Standards(AS-18) has been made in the notes to the Financial Statements.
17. EXTRACT OF ANNUAL RETURN
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed asper Annexure "C".
18. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this report as required underRegulation 34(2)(e) of SEBI (LODR) Regulations 2015 is attached separately to this AnnualReport as per Annexure "D".
19. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21st April 2011 all members who areholding shares of the Company in physical mode are requested to register their e-mail IDswith 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 insteadof receiving physical copies of the same.
20. PUBLIC DEPOSIT
During the year under review your company has not invited any deposits from the PublicU/s 73 of the Companies Act 2013
Labour Management relations were cordial during the period under report. Your Directorswish to place on record their appreciation of the valuable contribution made by all theemployees 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 andthere are no complaints pending for redressal.
23. 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 Companyhas adopted a policy for prevention of Sexual Harassment of Women at workplace. During theyear Company has not received any complaint of harassment.
The Board of Directors acknowledge and place on record their support and cooperationextended to the Company by the Government of India and other Authorities FinancialInstitutions Banks Distributors and Suppliers etc. Your Directors also recognise andappreciate the untiring efforts and contributions made by the employees to ensureexcellent all round performance of your Company.
| ||For & On Behalf of Board of Directors |
| ||Of KMG Milk Food Limited |
| ||Sd/- |
| ||Basudev Garg |
| ||Chairman cum Whole Time Director |
| ||DIN: 00282038 |
|Date: 13.08.2016 || |
|Place: Kurukshetra (Haryana) || |