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Flex Foods Ltd.

BSE: 523672 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE954B01018
BSE 00:00 | 17 Sep 108.65 -0.80
(-0.73%)
OPEN

109.10

HIGH

112.50

LOW

107.05

NSE 05:30 | 01 Jan Flex Foods Ltd
OPEN 109.10
PREVIOUS CLOSE 109.45
VOLUME 11489
52-Week high 147.95
52-Week low 56.00
P/E 11.39
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 109.10
CLOSE 109.45
VOLUME 11489
52-Week high 147.95
52-Week low 56.00
P/E 11.39
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Flex Foods Ltd. (FLEXFOODS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting this 30th AnnualReport together with Audited Financial Statements of the Company for the financial yearended 31st March 2020. The summarized financial results for the year ended 31stMarch 2020 and for the previous year ended 31st March 2019 are as follows:

[Rs. in Lacs]

Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue from Operations 8149.60 8536.63
Other Income 187.60 164.41
Total Revenue 8337.20 8701.04
Profit before Finance Cost 1361.02 1954.68
Depreciation & Tax
Finance Cost 248.92 330.92
Depreciation 541.91 524.67
Profit before Tax 570.19 1099.09
Less : Tax Expenses (108.76) (4.22)
Profit for the year 678.95 1103.31

During the year under review your Company achieved total revenue andnet profit of Rs 8337.20 lacs and Rs 678.95 lacs respectively as against total revenue andNet Profit of Rs. 8701.04 lacs and Rs 1103.31 lacs respectively during the previousfinancial year ended 31st March 2019. In December 2019 a novel strain of coronavirus(COVID-19) surfaced in Wuhan China and has spread around the world with resultingbusiness and social disruption. The Company has not been materially impacted by thecoronavirus as of now. Since Company's business falls within the category of manufacturingof essential commodities therefore company has not seen any material impacts on the itsbusiness activities for the financial year under report. However the extent to which thecoronavirus will have additional impacts on the Company's business activities willdepend on future developments which are highly uncertain and can't be predicted.

The comprehensive details of performance of the Company have been givenin the Management Discussion and Analysis Report appended hereto.

TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY

An amount of Rs 1190254 (Rupees Eleven Lacs Ninety Thousand TwoHundred Fifty Four only) was transferred to Investor Education and Protection Fund (IEPF)during the year under review.

TRANSFER OF UNCLAIMED SHARES TO AUTHORITY

As per the provision of Section 124(6) of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time the Company has transferred 43443 (FortyThree Thousand Four Hundred Forty Three) Equity Shares on which dividend was not paid formore than seven years to the Investor Education and Protection Fund (IEPF) during the yearunder review.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs 0.75 (seventyfive paisa) per share for the financial year ended March 31 2020 after consideringbusiness exigencies.

The dividend if approved at the forthcoming Annual General Meetingwill be paid to Members whose names appear in the Register of Members as on 17.09.2020. Inrespect of share held in dematerialized form it will be paid to those member whose namesare furnished by National Securities Depository Limited and Central Depository Service(India) Limited as beneficial owner.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

SHARE CAPITAL

The paid-up equity share capital outstanding as on 31stMarch 2020 was Rs.12.45 Crore. During the year under review the Company has neitherissued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.As on 31st March 2020 none of the Directors of the Company except thefollowing held shares or convertible instruments of the Company:

Shri Ashok Chaturvedi 7610 Equity shares

FIXED DEPOSITS

The Company neither had any fixed deposits outstanding as at 31stMarch 2020 nor any fresh/renewal of deposits were accepted during the financial year2019-20. There were no unclaimed deposits as at March 31 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Director of the Company are disqualified under theprovision of the Company's Act 2013 or under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Shri Madan Mohan Varshney (DIN 08349956) was appointed as Additionaland Whole-time Director of the Company on 27.06.2020 and Smt. Indu Liberhan (DIN 03341420)was appointed as an Additional Director on the Board w.e.f. 16.08.2019. They will holdoffice upto the date of ensuing Annual General Meeting and being eligible offer themselvesfor appointment as Directors of the Company. Your Directors welcome Shri Madan MohanVarshney and Smt. Indu Liberhan on the Board of the Company.

Further the Nomination and Remuneration Committee at its meeting heldon 27.06.2020 has recommended the candidature of Shri Rajeev Sharma to be appointed asDirector of the Company. Due to non-availability of Director Identification no. (DIN) theBoard of Directors at its meeting held on 27.06.2020 decided to take up the proposedappointment after receiving the DIN. If he appointed as an Additional Director then hewill also hold the office up to the date of ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Shri Ashok Chaturvedi Director (DIN 00023452) ofthe Company retire by rotation and being eligible offers himself for reappointment.

The Brief Resume and other details as required under Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and SS-2 issued by ICSI are provided in the Notice of Annual General Meeting of theCompany.

Shri A Raghavendra Rao resigned from the Board of Directors of theCompany w.e.f. 03.04.2020 due to his pre-occupation The Board of Directors place on recordtheir appreciation for the valuable contribution made during his tenure as Director of theCompany.

All the Independent Directors of your Company have given declarationsconfirming that they meet the criteria of Independence as prescribed both under the Actand Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) 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-2019-2020.pdf

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning ofthe term "relative" as per Section 2(77) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the InternalAuditors of the Company subject to disclosures in the Annual Accounts and also on thebasis of the discussion with the Statutory Auditors of the Company from time to time yourDirectors make the following statements in terms of Section 134(3)(c) of the CompaniesAct 2013: a. that in the preparation of the Annual Accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b. that the Company has selected suchaccounting policies and applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of a airs of theCompany as at 31st March 2020 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 were in place and that the financial controlswere adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit toprovide reasonable assurance that the Company's established policies and procedureshave been followed. The Audit Committee constituted by the Board reviewed the internalcontrols and financial reporting issues with Internal Auditors and Statutory Auditors.

STATUTORY AUDIT & AUDITORS

There is no change in Statutory Auditors as M/s. MJMJ & AssociatesLLP Chartered Accountants (Firm Registration No. 027706N/N400013) will continue asStatutory Auditors of the Company. They were appointed as Statutory Auditor of the Companyfor a term of five years i.e. from the conclusion of 27th Annual GeneralMeeting till the conclusion of 32nd Annual General Meeting of the Companypursuant to Section 139 of the Companies Act 2013. The Report given by M/s. MJMJ &Associates LLP Chartered Accountants (Firm Registration No. 027706N/N400013)) StatutoryAuditors on the financial statement of the Company for the year 2019-2020 is part of theAnnual Report. There is no qualification reservation or adverse remark or disclaimer intheir Report. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed to the BoardsReport. The Report of the Auditors on the financial statements including relevant notes onthe accounts for the Financial Year ended 31st March 2020 are self-explanatory andtherefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. VijaySehgal & Co. Chartered Accountants New Delhi (Firm Registration No.000374N) asInternal Auditors pursuant to the provisions of Section 138 of the Companies Act 2013 forthe financial year 2020-2021.

SECRETARIAL AUDITORS

The Board has re-appointed M/s Mahesh Gupta & Co. PracticingCompany Secretaries Delhi as Secretarial Auditor pursuant to the provisions of Section204 of the Companies Act 2013. The Report of the Secretarial Auditor is annexed to theReport as per Annexure ‘A'.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act2013 your Company has a Corporate Social Responsibility (CSR) Committee which comprisesShri P.N. Sharma Chairman Shri Rajendra Kumar Mishra Member and Shri A. Raghavendra Rao(Resigned w.e.f. 03.04.2020) Member. The terms of reference of the Corporate SocialResponsibility (CSR) Committee is provided in the Corporate Governance Report. YourCompany has also formulated a Corporate Social Responsibility Policy (CSR Policy) which isavailable on the website of the Company at http://www. exfoodsltd.com/pdf/CSRPolicy.pdf.

The Company considers social responsibility as an integral part of itsbusiness activities and endeavors to utilize allocable CSR budget for the benefit ofsociety and environment.

Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 has been appended as Annexure"B" is integral part of this Report.

The Company was required to undertake CSR activities utilizing Rs.22.61lacs based on the average profits of the three proceeding financial years. However theCompany has spend Rs. 0.50 lacs on CSR activity. It was explained that the Company was notable to identify any meaningful CSR activity for spending the balance amount of Rs. 22.11lac for CSR activities.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with theprovisions of Corporate Governance as prescribed under the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 with the Stock Exchanges. A separate Report onCorporate Governance along with Report on Management Discussion and Analysis is enclosedas part of this Report as Annexure ‘C' & ‘D'.

Disclosure under Companies Act 2013

(i) Extracts of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9is annexed as per Annexure E which forms as an integral part of this Report and is alsoavailable on the Company's website www. exfoodsltd.com.

(ii) Meetings

During the year four Board Meetings and four Audit Committee Meetingswere convened and held. The details of which are given in Corporate Governance Reportappended hereto.

(iii) Composition of Audit Committee

The Audit Committee comprises of Smt. Indu Liberhan as theChairperson Shri P.N. Sharma Shri Rajendra Kumar Mishra and Shri A. Raghavendra Rao(resigned w.e.f. 03.04.2020) as the Members. More details about the Committee are given inthe Corporate Governance Report appended hereto.

(iv) Related Party Transactions

All related party transactions are negotiated on an arms-length basisand are in ordinary course of business. Therefore the Provisions of Section 188(1) of theCompanies Act 2013 are not applicable. However suitable disclosure has been made in thenotes to the Financial Statements. The Related Party Transactions Policy as approved bythe Board is uploaded on the Company's website www. exfoodsltd.com at the weblinkhttps://www. exfoodsltd. com/pdf/Related-Party-Policy.pdf.

(v) Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments are given in theaccompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator orCourt which would impact the going concern status of the Company and its futureoperations.

INTERNAL FINANCIAL CONTROLS

A detailed note has been provided under Management Discussion andAnalysis Report appended hereto.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption-free work culture has been the core of theCompany' functioning. In view of the potential risk of fraud and corruption due torapid growth and geographical spread of operations the company has put even greateremphasis to address this risk.

To meet this objective a Whistle Blower Policy has been laid down. Thesame policy as approved by the Board was uploaded on the Company's website www.exfoodsltd.com at weblink http://www. exfoodsltd.com/pdf/whistleblowerpolicy. pdf

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act 2013 and under theSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an Annual Performance Evaluation of its ownperformance and that of its committees and all the Directors individually. The evaluationof Non-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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. No complaint was received from anyemployee during the financial year 2019-2020 and hence no complaint is outstanding as on31st March 2020 for redressal.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material change and commitments occurred between theend of the financial year of the Company i.e. 31st March 2020 and the date ofthis report affecting financial position of the Company. The impact of global pandemicCovid-19 have been already provided in this report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERALMEETINGS

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries 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 Management Policy divides Risk into two broad categories; one RiskAssociated at the Transactional Level and the other Risk Associated at the Decision MakingLevel.

In respect of the Risk Associated at Transactional Level the companyhas appropriate control mechanism and operating effectiveness of the Internal FinancialControls and ensure Legal Compliance. The company has created appropriate structures withproper delegation of duties and responsibilities of employee at each level on enterprisebasis for compliances thereof. In respect of Risk Associated at Decision Making level likepolitical social & economic market technology capital structure foreign exchange& interest rate they are evaluated before taking any strategic & financialdecisions. Adequacy and operative effectiveness of the Internal Financial Control andensuring Legal Compliance are periodically reviewed by the Management Internal AuditorsStatutory Auditors and the Audit Committee.

However no risk has been identified which in the opinion of the Boardmay threaten the existence of the Company.

POLICY ON REMUNERATION

The company has Nomination and Remuneration Policy for Directors KeyManagement Personnel and Senior Management Personnel. The said policy is available athttps:// 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 thecompany is associate company of U ex Limited.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section 136of the Act the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered O ce of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. Memberinterested in obtaining a copy thereof may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as requiredunder Section 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‘F'.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed as"Annexure ‘G'.

DISCLOSURE OF COST RECORD

The provisions of maintenance of cost records specified by the CentralGovernment under subsection-(1) of section 148 of the Company's Act 2013 for theproducts dealt/manufacture by the Company are not applicable of the Company.

PERSONNEL

Personnel relations with all employees remained cordial and harmoniousthroughout the year. Your Directors wish to place on record their sincereappreciations for the continued sincere and devoted services rendered by all theemployees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to all theInstitutions & Banks Government Authorities where company's operations arecarried out Shareholders Customers Suppliers and other Business Associates for theircontinued co-operation and patronage.

For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman
Dated: 27th June 2020 (DIN 00023452)

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