Your Directors are pleased to present their 34"' Annual Report of the Companyalong with the statement of Accounts for the financial year ended 31 March 2018.
(Rs. in Lakhs)
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Gross Income from Sales & other operations ||18904.74 ||10037.09 |
|Profit / (Loss) before depreciation and taxes ||93.44 ||51.12 |
|Less : Depreciation ||2.38 ||0.51 |
|Profit / (Loss) before taxes ||91.06 ||50.61 |
|Less : Provision for taxes including deferred taxes ||- ||17.55 |
|Profit / (Loss) after taxes ||91.06 ||33.06 |
|Profit / (Loss) carried forward to Reserves & Surplus ||91.06 ||33.06 |
|Earning Per Share (in Rs.) ||2.81 ||1.02 |
During the year under review your company has achieved total revenue of Rs. 18.904Crore with all round improvement in performance including profitability. The company hasmade a Profit after Tax ("PAT") of Rs. 91.06 Lacs as compared to Profit AfterTax ("PAT") of Rs. 33.06 Lakhs of last year. Your company is optimistic for theFinancial Year 2017-18.
Your Company strives to expand its operations across its new business. In view of thisyour directors consider it prudent and rational to conserve resources for beingappropriately re-invested into the Company's future operations and therefore do notrecommend any dividend on equity shares for the financial year under review.
The Company has transferred Rs. 91.06 Lakhs to reserves during Financial Year 2017-18.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as no dividendwas declared during the last financial years.
Change in Share Capital
There has been no change in the capital structure of the Company during the year underreview.
During the year under review the Company has not accepted any deposits under theCompanies Act 2013 ("Act").
Mrs. Pallavi Mittal were recognized as promoters of the Company w.e.f 21.09.2016. Heraggregate shareholding reached to 16 63901 equity shares representing 51.275% of thepresent issued subscribed and paid-up capital of the Company.
Management Discussion & Analysis
In line with the requirements of Regulation 34(3) read with Schedule V of ListingRegulations the Management Discussion & Analysis forms part of this report andannexed hereto as Annexure-A.
Board of Directors Committees of Board and Meetings
Composition and category of Directors
The Board as a main functionary is primary responsible to ensure value creation for itsstakeholders. The Board of Directors and its Committees through their leadership andguidance ensures the highest standards of corporate governance.
There were 5 (Six) Directors on Board as on 31st March 2018. There is an appropriatecombination of Independent and non-independent Directors on Board.
|S.No. ||Name of the Director ||Category ||Directorships held in other Companies |
|1. ||Pallavi Mittal ||Managing Director ||Nil |
|2. ||Atul Kumar Chaturvedi ||Independent Director ||1. Ratan Exports and Industries Limited |
| || || ||2. Coventry Coil-O-Matic (Haryana) Limited |
| || || ||3. Priority Vanijya Private Ltd. |
|3. ||Rajesh Goel ||Independent Director ||Nil |
|4. ||Reema Aggarwal ||Director ||1. GPM Spinning Mills Pvt. Ltd. |
| || || ||2. Priority Vanijya Pvt. Ltd. |
| || || ||3. Nav Tradex Pvt. Ltd. |
| || || ||4. Santosh Warehousing Ltd. |
|5. ||Pawan Kumar Singh ||Independent Director ||1. N.A. Foods Private Limited |
| || || ||2. Nav Tradex Private Limited |
| || || ||3. Santosh Warehousing Limited |
| || || ||4. S L Overseas Private Limited |
The Board consists of 5 (Five) Members 1 (one) of whom is an Executive Director 1(One) of them is a Non- Executive Woman Director and 3 (Three) of them are IndependentDirectors. The Company is in compliance with the composition of Board of Directors interms of the Companies Act 2013. All Independent Directors have confirmed that they havemet the criteria as mentioned under Section 149(7) of the Companies Act 2013("Act").
Declaration by Independent Directors
In compliance with section 149(7) of the Act all Independent Directors have givendeclaration that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Mr. Atul Kumar Chaturvedi Mr. Rajesh Goel and Mr. Pawan Kumar Singh IndependentDirectors are already familiar with the nature and industry business plan and otheraspects of the Company. However the familiarization programs of Independent Directorsfamilarise the Independent Directors with the company in respect of their roles dutiesand responsibilities and related matters.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2017-18.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that: -
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 proper Internal Financial Controls ("IFC") andsuch IFC are adequate and were operating effectively;
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Change in Directors and Key Managerial Personnel
During the year under review the Board made the following appointments /reappointments based on the recommendations of the Nomination and Remuneration Committee.
i. Mr. Ajay Mathur resigned as Director from the Board w.e.f. 22.06.2017.
ii. Ms. Khushbu Mittal CS has resigned with effect from 09.12.2017.
iii. Ms. Preeti Kataria was appointed as CS with effect from 29th December 2017.
iv. Mr. Bhavdish Shrey CFO has resigned with effect from 03.02.2018.
During the year under review there were 09 (Nine) Board Meetings held on 5th April2017 25th May 2017 28th
June 2017 9th August 201730th October 2017 22nd November 201716th December2017 29th December 2017 and 3rd February 2018. Dates of Board Meetings are generallydecided in advance. The Board periodically reviews compliance reports of all lawsapplicable to the Company. The Board meets at least once in a quarter to review thequarterly results. Additional meetings are held as and when it is necessary.
Attendance of Directors for the year ended 31 st March 2018
|Name of the Directors ||Position ||No. of Meetings attended |
|Pallavi Mittal ||Managing Director ||9 |
|Atul Kumar Chaturvedi ||Independent Director ||6 |
|Rajesh Goel ||Additional Director ||9 |
|Reema Aggarwal ||Additional Director ||8 |
|Pawan Kumar Singh ||Additional Director ||6 |
The Board has constituted various Committees with specific terms of reference / scopeto focus effectively on the issues and ensure expedient resolution of diverse matters. Theminutes of various Committee meetings are placed before the Board for discussions reviewnoting etc. The recommendations of the Committees are placed before the Board fornecessary approval.
The Board has constituted following Committees: -
i) Audit Committee;
ii) Nomination & Remuneration Committee; and
iii) Stakeholders' Relationship Committee;
Each Committee has appropriate combination of Independent and Non-IndependentDirectors. The Company Secretary acts as Secretary to all the Committees.
The Company has complied with the requirements of Section 177 of the Companies Act2013 with regard to the composition of the Audit Committee. All Members of the Committeeare financially literate and have relevant finance and / or audit exposure. The Committeeis entrusted with the responsibility to supervise the Company's internal control andfinancial reporting process. The Statutory Auditors are invited in meeting as and whenrequired for interacting with the Members of the Committee regarding the accounts of theCompany.
The terms of reference of Audit Committee are as under:
1. To review and recommend the quarterly financial statements of the company;
2. To review internal control and internal audit system;
3. Review of Accounts and Reports;
4. Overseeing the vigil mechanism;
5. To make recommendation for appointment remuneration and terms of appointment ofauditors of the company.
Audit Committee has all the powers and scope of activities laid down in Section 177 ofthe Companies Act 2013. All recommendations made by the Audit Committee during the yearwere accepted by the Board.
During the year the Audit Committee has met 4 (Four) times on following dates:-
1. 25th May 2017;
2. 9th August 2017;
3. 22nd November 2017;
4. 3rd February 2018.
The composition of the Committee and the attendance details of the Members are givenbelow:
|Name of the Member ||Category ||Number of meetings attended |
|Ajay Mathur ||Member - Independent ||1 |
|Atul Kumar Chaturvedi ||Member - Independent ||4 |
|Rajesh Goel ||Member- Independent ||4 |
|Pawan Kumar Singh ||Member- Independent ||3 |
Nomination & Remuneration Committee
In terms of Section 178 of the Act the Board has constituted the Nomination andRemuneration Committee to oversee the appointment of Directors and Senior Management andtheir remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters.
During the year the committee has met twice on following dates:-
1. 9th August 2017;
2. 29th December 2017.
The composition of this Committee and the details of meetings attended by Members aregiven below:-
|Name of the Member ||Category ||Number of meetings attended |
|Atul Kumar Chaturvedi ||Member - Independent ||2 |
|Rajesh Goel ||Member- Independent ||2 |
|Pawan Kumar Singh ||Member- Independent ||2 |
Policy on director's appointment and remuneration
The policy of the Company on director's appointment and remuneration as required undersub-section 3 of Section 178 of the Companies Act 2013 is available on our website(www.aayushfoods.com ). There has been no change in the policy since the last financialyear.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board / CommitteeGovernance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning and thefulfillment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
The Board considered and discussed the inputs received from the Directors.
Further the Independent Directors at their meeting reviewed the performance of BoardExecutive and Non-Executive Directors of the Board.
Stakeholders' Relationship Committee
In terms of Section 178 (5) of the Act the Board has constituted Stakeholders'Relationship Committee ("SRC"). The Committee shall specifically look into themechanism of redressal of grievances of shareholders including complaints related totransfer of shares non-receipt of annual report and non-receipt of declared dividends.
There was no meeting of the Committee during the year.
The composition of this Committee is given below:
|Name of the Member ||Category ||Number of meetings attended |
|Atul Kumar Chaturvedi ||Member - Independent ||N.A. |
|Rajesh Goel ||Member- Independent ||N.A. |
|Pawan Kumar Singh ||Member- Independent ||N.A. |
Details of Shareholders' Complaints received resolved & pending during FY. 2017-18
|Particulars ||Nos. |
|Complaints pending as on 1 April 2017 ||Nil |
|Complaints received during the year ended 31 March 2018 ||Nil |
|Complaints disposed of during the year ended 31 March 2018 ||Nil |
|Complaints pending as on 31 March 2018 ||Nil |
Name designation & address of Compliance Officer:-
Ms. Preeti Kataria
G-321 Chirag Delhi
Internal Financial Control
Your Company has adequate internal control system in place commensurate with the sizescale and complexity of the operations. The Statutory Auditor has also commented on theinternal financial control on financial reporting in their report.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT - 9 in Annexure-Bas per provisions of the Act and rules framed there under is annexed to this Report.
Particulars of loans guarantees or investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Subsidiary Joint Venture and Associate Companies
The Company does not have any Subsidiary Joint Venture and Associate Company.
Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Related Party Transactions
No related party transactions ("RPT") entered into during FY 2017-18.
Prohibition of Insider Trading
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of practices and procedures for FairDisclosure of Unpublished Price Sensitive Information (''Code") as approved by theBoard is in force. The objective of this Code is to protect the interest of shareholdersat large to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Aayush Food and Herbs Limited at the time when there isunpublished price sensitive information.
Significant material orders passed by Regulators/ Courts
There were no significant material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status and Company's operations in future.
There were also no material changes and commitments after the closure of the year tillthe date of this report which affect the financial position of the Company.
Conservation of Energy Technology Absorption and Foreign Exchange earnings and outgo
Particulars required by the Section 134(3)(m) of the Companies Act 2013 ("theAct") read with rule 8(3) of the Companies (Accounts) Rules 2014 and forming part ofthe Directors' Report for the year ended March 312018:
|A. Conservation of energy- || |
|(i) the steps taken or impact on conservation of energy: ||NIL |
|(ii) the steps taken by the company for utilising alternate sources of energy: ||NIL |
|(iii) the capital investment on energy conservation equipments: ||NIL |
|(B) Technology absorption- || |
|(i) the efforts made towards technology absorption: ||NIL |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution: ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): ||NIL |
|(iv) the expenditure incurred on Research and Development: ||NIL |
C. Foreign Exchange Earning and outgo:
(i) Activities relating to exports; Initiative taken to increase exports developmentof new markets for products and services; and export plans:
During the year under review the Company was engaged in the export of Non Basmati Ricein different weight of
packing. All the export was made to Gulf Countries basically to Saudi Arabia &Dubai (UAE). The Company receives all the remittances within the requisite time as per theLOA signed with customers. The Company abides all the rules & regulations with regardto foreign currency remittances prescribed by RBI.
|(ii) Total Foreign Exchange Earned: ||Rs 1198398696.74 |
|(iii) Total Foreign Exchange Used: ||NIL |
Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with sub-rules (2) and(3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there are no employees drawing remuneration in excess of the limits set outin the said Rules.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available for inspection at the registered officeand the same shall be furnished on request.
M/s SRDP & Co. (Formerly known as Sudhir Agarwal & Associates) CharteredAccountant Firm Registration No. 509930C who are the statutory auditors of the Companyhold office until the conclusion of the ensuing AGM and are eligible for re-appointment.Members of the Company at the AGM held on 20th September 2014 had approved theappointment of M/s SRDP & Co. (Formerly known as Sudhir Agarwal & Associates) fora period of five financial years. As required by the provisions of the Companies Act2013 their appointment should be ratified by members each year at the AGM. Accordinglyrequisite resolution forms part of the notice convening the AGM.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Mr. K. O.Siddiqui Practicing Company Secretary to undertake the Secretarial Audit of the Companyfor the year ended 31 March 2018. The Secretarial Audit Report is annexed in Annexure-Cherewith and forms part of this report.
There are no qualifications in the reports of the Statutory Auditors and SecretarialAuditors.
The Company has already identified the key risks areas which may affect the businessgoals and periodically revisits the relevance of the identified risks and progress of themitigation plans undertaken.
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act. It establishes various levels of accountability and overview within the Company.
The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls.
Prevention of Sexual Harassment at Workplace
The Company has in place a Policy inline with the requirements of The Sexual Harassmentof Women at the Work place (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee ("ICC") is in place to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary traineesetc.) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2017-18:-
No. of complaints received-NIL
No. of complaints disposed of-NIL
In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013the Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
The Company has adopted a policy on Vigil Mechanism which is available on our websitei.e. www.aayushfoods.com .
The Board takes this opportunity to sincerely thank all its stakeholders i.e.shareholders customers suppliers contractors bankers employees government agencieslocal authorities and the immediate society for their un-stinted support and co-operationduring the year.
|On behalf of the Board of Directors ||On behalf of the Board of Directors |
|For Aayush Food and Herbs Limited ||For Aayush Food and Herbs Limited |
|Sd/- ||Sd/- |
|Pallavi Mittal ||Reema Aggarwal |
|Managing Director ||Director |
|DIN: 07704583 ||DIN: 01644142 |
|Place: Delhi || |
|Date: 25.08.2018 || |