To the Members
Your Directors have pleasure in presenting this 31st Annual Report togetherwith Audited Financial Statements of the Company for the nancial year ended 31stMarch 2021.
FINANCIAL RESULTS :
The summarized nancial results for the year ended 31st March 2021 and forthe previous year ended 31st March 2020 are as follows:
| ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue from Operations ||10297.68 ||8149.60 |
|Other Income ||246.98 ||187.60 |
|Total Revenue ||10544.66 ||8337.20 |
|Pro t before Finance Cost ||2272.44 ||1361.02 |
|Depreciation & Tax || || |
|Finance Cost ||209.67 ||248.92 |
|Depreciation ||521.64 ||541.91 |
|Pro t before Tax ||1541.13 ||570.19 |
|Less: Tax Expenses ||341.62 ||(108.76) |
|Pro t for the year ||1199.51 ||678.95 |
During the year under review your Company achieved total revenue and net pro t of Rs10544.66 Lacs and Rs. 1199.51 Lacs respectively as against total revenue and Net Pro t ofRs. 8337.20 Lacs and Rs 678.95 Lacs respectively during the previous nancial year ended 31stMarch 2020.
The Covid-19 pandemic has impacted the businesses around the world including India. Inresponse Governments in several countries have imposed stringent lockdown in a bid tocontain the spread of the disease and businesses worldwide have restricted access topublic facing institutions those deemed non-essential. These closures have led to signicant adverse changes in macroeconomic conditions constraints on supply chain sourcing ofinputs and workforce availability. However the Company has not been materially impacted bythe coronavirus as of now. Since Company's business falls within the category ofmanufacturing of essential commodities therefore company has not seen any materialimpacts on its business activities for the nancial year under report. However the extentto which the coronavirus will have additional impacts on the Company's business activitieswill depend on future developments which are highly uncertain and can't be predicted.However the company will continue to monitor any material changes to future economicconditions.
The comprehensive details of performance of the Company have been given in theManagement Discussion and Analysis Report appended hereto.
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 1272736/- (Rupees Twelve Lacs Seventy Two Thousand Seven HundredThirty Six only) was transferred to Investor Education and Protection Fund (IEPF) duringthe year under review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time the Company has transferred 30851 (Thirty ThousandEight Hundred Fifty One) Equity Shares on which Dividend was not paid for more than sevenyears to the Investor Education and Protection Fund (IEPF) during the year under review.
Yours Directors are pleased to recommend a dividend @ Rs 1/- (Rupees one only) pershare for the nancial year ended 31st March 2021 after considering businessexigencies. The dividend if approved at the forthcoming Annual General Meeting will bepaid to Members whose names appear in the Register of Members as on 10thSeptember 2021. In respect of share held in dematerialized form it will be paid to thosemember whose names are furnished by National Securities Depository Limited and CentralDepository Service (India) Limited as bene cial owner.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
The paid-up equity share capital outstanding as on 31st March 2021 wasRs.12.45 Crore. During the year under review the Company has neither issued Shares withDi erential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31stMarch 2021 none of the Directors of the Company except the following held shares orconvertible instruments of the Company: Shri Ashok Chaturvedi 7610 Equity shares ShriMadan Mohan Varshney 1300 Equity Shares
The Company neither had any xed deposits outstanding as at 31st March 2021nor any fresh/renewal of deposits were accepted during the nancial year 2020-21. Therewere no unclaimed deposits as at 31st March 2021.
None of the Director of the Company are disquali ed under the provision of theCompany's Act 2013 or under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Shri Madan Mohan Varshney (DIN 08349956) and Shri Rajeev Sharma (DIN08789214) were appointed as Additional Directors w.e.f. 27.06.2020 and 14.07.2020respectively and their appointment as regular Director of the Company were approved by themembers of the company in the Annual General Meeting held on 25.09.2020. Your Directorswelcome Shri Madan Mohan Varshney and Shri Rajeev Sharma on the Board of the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Madan Mohan Varshney (DIN 08349958) Director of theCompany retire by rotation and being eligible o ers himself for reappointment.
The brief Resume and other details as required under Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and SS-2 issuedby ICSI are provided in the Notice of Annual General Meeting of the Company.
Shri A Raghavendra Rao resigned from the Board of Directors of the Company w.e.f.03.04.2020 due to his pre-occupation The Board of Directors place on record theirappreciation for the valuable contribution made during his tenure as Whole-time Directorof the Company.
All the Independent Directors of your Company have given declarations con rming thatthey meet the criteria of Independence as prescribed both under the Act and Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of Familiarization Programme to Independent Directors ofthe Company are put up on the website of the Company at the link https://www. exfoodsltd.com/pdf/Familiarization-Program-for-Independent-Directors/Familiarization-Program-for-Independent-Directors-2020-2021.pdf
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term"relative" as per Section 2(77) of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certi cates received from the Internal Auditors of theCompany subject to disclosures in the Annual Accounts and also on the basis of thediscussion with the Statutory Auditors of the Company from time to time your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the Annual Accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that the Company has selected such accounting policies and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of a airs of the Company as at 31st March 2021and of the Pro t of the Company for the year ended on that date;
c. that proper and su cient 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 properInternal Financial Controls were in place and that the nancial controls were adequate andwere operating e ectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating e ectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviewed the internal controls and nancialreporting issues with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS
There is no change in Statutory Auditors as M/s. MJMJ & Associates LLP CharteredAccountants (Firm Registration No. 027706N/N400013) will continue as Statutory Auditorsof the Company. They were appointed as Statutory Auditor of the Company for a term of veyears i.e. from the conclusion of 27th Annual General Meeting till theconclusion of 32nd Annual General Meeting of the Company pursuant to Section139 of the Companies Act 2013. The Report given by M/s. MJMJ & Associates LLPChartered Accountants (Firm Registration No. 027706N/N400013)) Statutory Auditors on thenancial statement of the Company for the year 2020-2021 is part of the Annual Report.There is no quali cation reservation or adverse remark or disclaimer in their Report.During the year under review the Auditors had not reported any matter under Section 143(12) of the Act therefore no detail is required to be disclosed to the Boards Report. TheReport of the Auditors on the nancial statements including relevant notes on the accountsfor the Financial Year ended 31st March 2021 are self-explanatory andtherefore do not call for any further comments.
The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co.Chartered Accountants New Delhi (Firm Registration No.000374N) as Internal Auditorspursuant to the provisions of Section 138 of the Companies Act 2013 for the nancial year2021-2022.
The Board has re-appointed M/s Mahesh Gupta & Co. Practicing Company SecretariesDelhi as Secretarial Auditor pursuant to the provisions of Section 204 of the CompaniesAct 2013 for the nancial year 2021-2022. The Report of the Secretarial Auditor is annexedas per Annexure A'.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas a Corporate Social Responsibility (CSR) Committee which comprises Shri Paresh NathSharma Chairman Shri Rajendra Kumar Mishra Member and Shri Madan Mohan VarshneyMember. The terms of reference of the Corporate Social Responsibility
(CSR) Committee is provided in the Corporate Governance Report. Your Company has alsoformulated a Corporate Social Responsibility Policy (CSR Policy) which is available on thewebsite of the Company at http://www. exfoodsltd.com/ pdf/CSRPolicy.pdf.
The Company considers social responsibility as an integral part of its businessactivities and endeavors to utilize allocable CSR budget for the bene t of society andenvironment.
Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure "B" is integralpart of this Report.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 with the Stock Exchanges. A separate Report on CorporateGovernance along with Report on Management Discussion and Analysis is enclosed as part ofthis Report as Annexure C' & D'.
Disclosure under Companies Act 2013 (i) Annual Return
The Annual Return of the Company as on 31st March 2021 is available on the Company'swebsite and can be accessed at https:// exfoodsltd.com/pdf/Annual_Return/Annual_Return_2020_2021.pdf.
During the year four Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Audit Committee comprises of Smt. Indu Liberhan as the Chairperson Shri PareshNath Sharma Shri Rajendra Kumar Mishra and Shri Madan Mohan Varshney as the Members.More details about the Committee are given in the Corporate Governance Report appendedhereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an arms-length basis and are inordinary course of business. Therefore the Provisions of Section 188(1) of the CompaniesAct 2013 are not applicable. However suitable disclosure has been made in the notes tothe Financial Statements. The Related Party Transactions Policy as approved by the Boardis uploaded on the Company's website www.
exfoodsltd.com at the weblink https://www. exfoodsltd.com/pdf/Related-Party-Policy.pdf.
(v) Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments are given in the accompanying FinancialStatements.
(vi) There is no proceeding pending under the Insolvency and Bankruptcy Code 2016 (31of 2016) during the year. (vii) There was no instance of one time settlement with any Bankor Financial Institution.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no signi cant and material orders passed by any Regulator or Court whichwould impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management Discussion and Analysis Reportappended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company'functioning. In view of the potential risk of fraud and corruption due to rapid growth andgeographical spread of operations the company has put even greater emphasis to addressthis risk.
To meet this objective a Whistle Blower Policy has been laid down. The same policy asapproved by the Board was uploaded on the Company's website www. exfoodsltd.com at weblinkhttp://www. exfoodsltd.com/pdf/whistleblowerpolicy. pdf
Pursuant to the Provisions of the Companies Act 2013 and under Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an Annual Performance Evaluation of its own performanceand that of its committees and all the Directors individually. The evaluation ofNon-Independent Directors Chairman and the Board as a whole was done at a separatemeeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. No complaint was received from any employee during thenancial year 2020-2021 and hence no complaint is outstanding as on 31st March2021 for redressal.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred between the end of thenancial year of the Company i.e. 31st March 2021 and the date of this report aecting nancial position of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business. Company's Risk ManagementPolicy divides Risk into two broad categories; one Risk Associated at the TransactionalLevel and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level the company has appropriatecontrol mechanism and operating e ectiveness of the Internal Financial Controls and ensureLegal Compliance. The company has created appropriate structures with proper delegation ofduties and responsibilities of employee at each level on enterprise basis for compliancesthereof. In respect of Risk Associated at Decision Making level like political social& economic market technology capital structure foreign exchange & interestrate they are evaluated before taking any strategic & nancial decisions. Adequacy andoperative e ectiveness of the Internal Financial Control and ensuring Legal Compliance areperiodically reviewed by the Management Internal Auditors Statutory Auditors and theAudit Committee.
However no risk has been identi ed which in the opinion of the Board may threaten theexistence of the Company.
INTERNAL POLICY ON REMUNERATION
The company has Nomination and Remuneration Policy for Directors Key ManagementPersonnel and Senior Management Personnel. The said policy is available at https:// www.exfoodsltd.com/pdf/Nomination_Remuneration_Policy. pdf
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary or Joint Venture. However the company isassociate company of U ex Limited.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of
Section 136 of the Act the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered O ce of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. Member interested in obtaining a copy thereof may write to the Company Secretaryin this regard. Disclosures pertaining to remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as per Annexure E'.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed as "Annexure F'.
DISCLOSURE OF COST RECORD
The provisions of maintenance of cost records speci ed by the Central Government undersubsection-(1) of section 148 of the Company's Act 2013 for the productsdealt/manufacture by the Company are not applicable to the Company.
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for thecontinued sincere and devoted services rendered by all the employees of the Company.
The Directors express their gratitude and thanks to all the Institutions & BanksGovernment Authorities where company's operations are carried out ShareholdersCustomers Suppliers and other Business Associates for their continued co-operation andpatronage.
| ||For & On behalf of the Board |
| ||Ashok Chaturvedi |
|Place : NOIDA ||Chairman |
|Dated : 28th June 2021 ||(DIN 00023452) |