|BSE: 507621||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE588G01013|
|BSE LIVE 15:45 | 17 Nov||211.30||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||103|
|Mkt Cap.(Rs cr)||103.33|
Milkfood Ltd. (MILKFOOD) - Director Report
Company director report
TO THE MEMBERS
The Directors present their 43rd Annual Report together with Audited FinancialStatements of the Company for the financial year ended 31st March 2016.
1. FINANCIAL RESULTS
During the period under Report the Company's sales and other income are Rs.37301 lacsand cash profit is Rs.841 lacs as compared to last year's figures of Rs.37249 lacs andcash profit of Rs.807 lacs respectively. After depreciation the profit for the year isRs.153 lacs as compared to the profit of Rs. 171 lacs in the previous year.
The Board of Directors of your Company proposes to retain the profits for use in thebusiness expansion programs. Accordingly no dividend is recommended by the Directors.
4. FIXED DEPOSITS
The details relating to Deposits covered under Chapter V of the Act:
(a) Accepted during the year - Nil;
(b) There were 25 unpaid/unclaimed fixed deposits with the Company amounting toRs.19.13 Lacs as at the end of the year;
(c) There has not been any default in repayment of deposits or payment of interestthereon during the year.
5. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
In compliance with provisions of Section 129(3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has prepared consolidated financialstatements as per the Accounting Standards on Consolidated Financial Statements issued bythe Institute of Chartered Accountants of India. The audited consolidated financialstatements along with the Auditors' Report thereon forms part of this Annual Report.
During the year the Board of Directors (the Board) have reviewed the affairs of theSubsidiary. Further a statement containing the salient features of the financialstatements of subsidiary in the prescribed format AOC-1 is appended as "Annexure1" to the Board's Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of its subsidiary are available on the Company'swebsite at www.milkfoodltd.com.
The Company has no material subsidiary company but in order to comply with the ListingRegulations the Company has adopted a Policy on Material Subsidiary Companies and hasuploaded on the Company's website at www.milkfoodltd.com.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or made investments covered under the provisions ofSection 186 of the Companies Act 2013.
The details of the guarantee given by the Company are given in the Notes to thefinancial statements.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which these financial statementsrelate and the date of this Report.
Mr. Amarjeet Kapoor Director (DIN: 00122843) retires by rotation and being eligibleoffers himself for re-appointment as the Director of the Company. The Board recommends hisre-appointment.
Brief resume of Mr. Amarjeet Kapoor as stipulated under Regulation 36 of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is annexed in the CorporateGovernance Report.
During the year following changes have occurred in the Directorship of the Company:
- Ms. Gita Bawa (DIN 00111003) was appointed as an Additional Director in the categoryof Independent Director w.e.f. 30.05.2016.
- Mrs. Sushma Sagar (DIN 02582144) was appointed as an Additional Director in thecategory of Non Executive Non Independent Director w.e.f. 30.05.2016.
Ms. Gita Bawa was appointed as an Additional Director in the category of IndependentDirector on the Board of the Company. Pursuant to Section 161 of the Companies Act 2013Ms. Gita Bawa holds office only upto the date of the forthcoming Annual General Meeting ofthe Company and in accordance with the requirements of Section 150 and 152 of theCompanies Act 2013 her continuance as an Independent Director requires the approval ofthe Members of the Company in the ensuing Annual General Meeting. The Company has receiveda Notice in writing alongwith requisite deposit under Section 160 of the Companies Act2013 proposing her candidature for the office of Director. The Board recommends herappointment for a period of 5 years with effect from 30th May 2016.
Mrs. Sushma Sagar was appointed as an Additional Director in the category of NonExecutive Non Independent Director on the Board of the Company. As per the provisions ofSection 161 of the Companies Act 2013 Mrs. Sushma Sagar holds office only up to the dateof the ensuing Annual General Meeting of the Company. The Company has received a Notice inwriting alongwith requisite deposit under Section 160 of the Companies Act 2013proposing her candidature for the office of Director. The Board recommends her appointmentat the ensuing Annual General Meeting.
Mr. K. K. Kohli continues to be the Non Executive Non Independent Director of theCompany.
Mrs. Asha Gadi and Mr. Anil Girotra continue to hold the office as the IndependentDirectors of the Company.
9. DECLARATION OF INDEPENDENCE
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
10. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS
The Company has issued the formal letter of appointment to all the independentdirectors in the manner as provided under the Companies Act 2013 and the terms andconditions of their appointment have been disclosed on the website of the Company at
11. MEETINGS OF THE BOARD OF DIRECTORS
During the year under review eight Board meetings and one separate meeting of theIndependent Directors were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.
12. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has a policy of conducting familiarization programmes for IndependentDirectors in order to familiarize them with the Company their roles rightsresponsibilities in the Company and nature of the industry in which the Company operatesetc. The details of such Policy has been given on the website of the Company at
As per the provisions of Section 177 and 178 of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted an Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee. The Composition of these Committees and details of their meetingsare given in the Corporate Governance Report.
14. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions Section 203 of the Companies Act 2013 Mr. Sudhir AvasthiChief Executive Officer Mr. Sanjeev Kothiala Chief Financial Officer and Mr. RakeshKumar Thakur Company Secretary are the Key Managerial Personnel of the Company.
15. DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) of the Companies Act 2013 your Directors confirm:
a) that in the preparation of the annual financial statements for the year ended March312016 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the financial statements havebeen selected and applied consistently and judgments 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 312016 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 financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that the systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
16. RELATED PARTY TRANSACTIONS
All related party transactions which were entered into during the financial year wereon arm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with the interestof the Company at large.
None of the Directors have any pecuniary relationships or transactions vis-a-vis theCompany.
All related party transactions have been disclosed in Note 1B (vii) to the Accounts.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.milkfoodltd.com.
17.1 STATUTORY AUDITORS
M/s. Madan & Associates Chartered Accountants (FRN-000185N) were appointed asthe Statutory Auditors in the 42nd Annual General Meeting (AGM) held on 29th September2015 to hold the office from the conclusion of that AGM till the conclusion of the 44thAGM to be held in the year 2017 subject to ratification of their appointment by themembers of the Company at every subsequent AGM. The Board of Directors of your Companyseeks ratification of the appointment of Statutory Auditors at the ensuing AGM. They havegiven their eligibility certificate & consent for the proposed ratification.
17.2 AUDITORS REPORT
The Auditors' Report does not contain any qualifications/reservation or adverseremarks. Notes to accounts are self explanatory and form an integral part of FinancialStatements.
17.3 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport submitted by the Company Secretary in Practice is annexed herewith as "Annexure2".
17.4 INTERNAL AUDITORS
M/s Lalit Kumar & Co. Chartered Accountants continues to be the Internal Auditorsof the Company to perform the functions of internal audit.
17.5 COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Companies(Cost Records and Audit) Rules 2014 dated 30th June 2014 notified by the Ministry ofCorporate Affairs which exempted certain industries from the purview of cost audit ourCompany was exempted from the cost audit for the financial year 2014-15.
However by virtue of Cost Audit Order notified by the Ministry of Corporate Affairsdated 31st December 2014 the Company is again covered under the purview of cost auditfor the financial year 2015-16.
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s. R. J. Goel & Co. Cost Accountants (FirmRegistration No.000026) have been appointed as the Cost Auditors of the Company.
18. REMUNERATION POLICY
The Board has on the recommendations of the Nomination and Remuneration Committee hasframed a Policy for the selection and appointment of directors key managerial personneland also for determining the criteria of their remuneration. The Remuneration Policy hasbeen stated in the Corporate Governance Report and is uploaded on the Company's website atwww.milkfoodltd.com.
19. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has formulated aRisk Management Policy. The Company is aware of the risks associated with the business ofthe Company. It regularly analyses and takes corrective actions for managing / mitigatingthe risks.
At present the Company has not identified any element of risks which may threaten theexistence of the Company.
20. PERFORMANCE EVALUATION
In terms of the requirements of the Act and Listing Regulations a separate exercisewas carried out to evaluate the performance of all the individual Directors on the Boardwho were evaluated on parameters such as level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceevaluation of the Independent Directors was carried out by the entire Board (excluding theDirectors being evaluated). The performance evaluation of the Non Independent Directorswas carried out by the Independent Directors. The Board also carried out annualperformance evaluation of the working of its Audit Committee Nomination and RemunerationCommittee as well as the Stakeholders Relationship Committee. The Directors expressedtheir satisfaction with the evaluation process.
Some of the key criteria for the performance evaluation are as follows -
Performance evaluation of Directors:
1. Attendance at the Board/Committee meetings.
2. Contribution at the Board/Committee meetings.
3. Guidance/support to management outside Board/Committee meetings.
Performance evaluation of Board and Committees:
1. Degree of fulfillment of key responsibilities.
2. Board Structure and Composition.
3. Quality of relationship between Board and Management.
4. Efficacy of communication with external shareholders.
5. Effectiveness of Board process information and functioning.
21. 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 in accordance withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaint has been received duringthe year under review.
22. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 relating to the Corporate SocialResponsibility are not applicable to the Company.
23. CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance forms an integral part of Annual Report andis set out as a separate section therein. A certificate from the Practicing CompanySecretary regarding the compliance with the conditions of corporate governance asstipulated in the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to the Directors' Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Management Discussionand Analysis Report has been given separately and forms part of this Report.
25. INFORMATION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621.Thelisting fee for the financial year 201617 has been paid.
26. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are annexed herewith as "Annexure3".
27. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 the details formingpart of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure4".
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report is being sent to all the members and others entitled thereto excludingthe aforesaid information and the said particulars are available for inspection by themembers at the Registered Office of the Company during the business hours on all theworking days of the Company. The members interested in obtaining such particulars maywrite to the Company Secretary.
Disclosures pertaining to remuneration and other details as required u/s 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of the ManagerialPersonnel) Rules 2014 are provided as per "Annexure 5".
29. GREEN INITIATIVES
Electronic copies of the Annual Report 2016 and Notice of the 43rd AGM are being sentto all members whose email addresses are registered with the Company /RTA/ DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2016 and the Notice of the AGM are being sent by the permitted mode.Members requiring physical copies can send a request to the Company Secretary.
The Annual Report 2016 is also available on our website
The Company is providing remote e-voting facility to all members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Rules 2014 as amended by the Companies (Management and Administration)Amendment Rules 2015 and Regulation 44 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The instructions for remote e-voting have been providedin the Notice.
30. PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasadopted a Code of Conduct for the prevention of insider trading with a view to regulatethe trading in the securities of Company by the Directors and Designated Employees of theCompany on the basis of unpublished price sensitive information available to them byvirtue of their position in the Company.
The Code under SEBI (Prohibition of Insider Trading) Regulations 2015 is available onthe website of the Company at www.milkfoodltd.com
31. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013Vigil Mechanism for directors and employees to report their genuine concerns such asunethical behavior actual or suspected fraud violation of the Company's Code of Conducthas been adopted. The Vigil Mechanism Policy has been uploaded on the website of theCompany at www.milkfoodltd.com.
32. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an adequate system of internal control to safeguard and protect fromlosses unauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting the financial statements. The Internal Auditor of the Company checks andverifies the internal control and monitors them in accordance with the policy adopted bythe Company.
33. COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015
The Company is fully compliant with the applicable mandatory requirements under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
We thank our customers vendors investors and bankers for their continued supportduring the year. We place on record our appreciation for the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support.
For and on behalf of the Board