To the Members your Directors have pleasure in presenting this Twenty ninth AnnualReport together with Audited Accounts of the Company for the financial year ended 31stMarch 2019.
The summarized financial results for the year ended 31st March 2019 and forthe previous year ended 31st March 2018 are as follows:
[Rs. in Lacs]
| ||Year Ended 31.03.2019 ||year Ended 31.03.2018 |
|Revenue from Opera- tions ||8536.63 ||9122.57 |
|Other Income ||164.41 ||245.59 |
|Total Revenue ||8701.04 ||9368.16 |
|Profit before Finance ||1954.68 ||1932.62 |
|Cost Depreciation & Tax || || |
|Finance Cost ||330.92 ||363.42 |
|Depreciation ||524.67 ||500.16 |
|Profit before Tax ||1099.09 ||1069.04 |
|Less : Tax Expenses ||(4.22) ||388.26 |
|Profit for the year ||1103.31 ||680.78 |
During the year under review your Company achieved total revenue and net profit of Rs8701.04 Lacs and Rs 1103.31 Lacs respectively as against total revenue and Net Profit of
Rs. 9368.16 Lacs and Rs 680.78 Lacs respectively during the previous financial yearended 31st March 2018.
The comprehensive details of performance of the Company have been given in theManagement Discussion and Analysis Report appended hereto. transfer of unclaimeddividend
An amount of Rs 1208588 (Rupees Twelve Lacs Eight Thousand Five Hundred Eighty Eightonly) was transferred to Investor Education and protection Fund (IEpF) during the yearunder 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 42428 (Forty Two ThousandFour Hundred Twenty Eight) Equity Shares on which Dividend was not paid/ claimed for morethan seven years to the Investor Education and protection Fund (IEpF) during the yearunder review. Dividend yours Directors are pleased to recommend a dividend @ Rs.
1.00 (10%) per share for the financial year ended March 31
2019 after considering business exigencies.
The dividend if approved at he forthcoming Annual General Meeting will be paid toMembers whose names appear in the Register of Members as on 30th July 2019. 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.
The paid-up equity share capital outstanding as on 31stMarch 2019 wasRs.12.45 Crore. During the year under review the Company has neither issued Shares withDifferential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31stMarch 2019 none of the Directors of the Company except the following held shares orconvertible instruments of the Company: Mr. Ashok Chaturvedi 7610 Equity shares fixeddeposits
The Company neither had any fixed deposits outstanding as at 31st March 2019nor any fresh/renewal of deposits were accepted during the financial year 2018-19. Therewere no unclaimed deposits as at March 31 2019. Directors
None of the Director of the Company are disqualified under the provision of theCompany's Act 2013 or under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. A. Raghavendra Rao Whole-time Director (DIn05116052) of the Company retire by rotation and being eligible offers himself forreappointment..
The first term of Mr. R.K. Mishra (DIN 07905342) as an Independent Director of theCompany is expiring on 15.08.2020 and on the recommendation of nomination and RemunerationCommittee the Board has proposed reappointment of Mr. R.K. Mishra for approval ofshareholder through Special Resolution for second term of 3 years. The brief Resume andother details as required under Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and SS-2 issued by ICSI areprovided in the notice of Annual General Meeting of the Company.
Mrs. Anupam Ahuja resigned from the Board of Directors of the Company w.e.f. 17.05.2019due to her pre-occupation and extensive travel that her full day job demanded. The Boardof Directors place on record their appreciation for the valuable contribution made duringher tenure as Director of the Company.
All the Independent Directors of your Company have given declarations confirming thatthey meet the criteria of
Independence as prescribed both under the Act and Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The details ofFamiliarization programme to Independent Directors of the Company are put up on thewebsite of the Company at the link https://www.flexfoodsltd.com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-program-for-Independent-Directors-2018-2019.pdf
Relationship Between Directors Inter-Se none of the Directors are related to eachother within the meaning of the term "relative" as per Section 2(77) of theCompanies Act 2013.
Directors' Responsibilityst Atement
On the basis of compliance certificates received from the
Executives of the Company subject to disclosures in the Annual Accounts and also onthe basis of the discussion with the Statutory Auditors/Internal Auditors of the Companyfrom time to time your Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013: a. that in the preparation of the Annual FinancialStatements for the year ended 31st March 2019 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that the Company has selected such accounting policies and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the Profit of the
Company for the year ended on that date; c. that proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper Internal Financial Controls were inplace and that the financial controls were adequate and were operating effectively. f.that systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
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 financialreporting 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 five years i.e. from the conclusion of
27th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting of the Company pursuant to Section 139 of the Companies Act 2013. TheReport given by M/s. MJMJ & Associates LLp Chartered Accountants (Firm Registrationno. 027706n/n400013))
Statutory Auditors on the financial statement of the Company for the year 2018-19 ispart of the Annual Report. There is no qualification reservation or adverse remark ordisclaimer in their Report. During the year under review the Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed to the Boards Report.
The Report of the Auditors on the financial statements including relevant notes on theaccounts for the Financial year ended 31st March 2019 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 financialyear 2019-2020.
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 Companies
Act 2013 for the financial year 2019-2020. The Report of the
Secretarial Auditor is annexed to the Report as per Annexure
A'. Corporate social responsibility
In accordance with the requirements of Section 135 of
Companies Act 2013 your Company has a Corporate Social Responsibility (CSR)Committee which comprises Mr. p.n . Sharma Chairman Mr. Rajendra Kumar Mishra Memberand Mr. A. Raghavendra Rao 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.flexfoodsltd.com/pdf/CSRPolicy.pdf .The Company considers social responsibility as an integral part of its business activitiesand endeavors to utilize allocable
CSR budget for the benefit of society and environment.
Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility policy) Rules 2014 has been appended as Annexure "B" isintegral part of this Report.
The Company was required to undertake CSR activities utilising Rs.24.11 lacs based onthe average profits of the three proceeding financial years. However the Company hasspent of Rs.2.90 lacs upto 31st March 2019. It was explained that after withdrawal ofsupport to nGO AROH the Company has not been able to identify any meaningful CSR activityfor spending of the balance amount of Rs. 21.21 Lacs funds on CSR activities. coRpoRAteGoVeRnAnce 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-9 is annexed asper Annexure E which forms as an integral part of this Report and is also available on theCompany's website www.flexfoodsltd.com.
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
Due to resignation of Mrs. Anupam Ahuja from the Directorship of the Company the Boardhas re-constituted the Audit Committee which now comprises of Mr. p.n . Sharma as theChairman Mr. Rajendra Kumar Mishra and Mr. A. Raghavendra Rao as the Members. Moredetails about the Committee are given in the Corporate Governance Report appended hereto.
(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. flexfoodsltd.com . at the weblinkhttps://www.flexfoodsltd. 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.
Significant And Material Orders Passed Bythe Regulators Or Courts
There are no significant and material orders passed by any
Regulator or Court which would impact the going concern status of the Company and itsfuture operations. internalfin ancialcont rols
A detailed note has been provided under Management Discussion and Analysis Reportappended hereto.
Vigilmech Anism 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.flexfoodsltd.com atweblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf
BoARd eVAluAtion : pursuant to the provisions of the Companies Act 2013 and underSecurities & 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 AtWorkplace (Prevention Prohibition And Redressal) Act 2013 :
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. no complaint was received from any employee during thefinancial year 2018-2019 and hence no complaint is outstanding as on 31stMarch 2019 for redressal.
Material changes And commitments if Any affecting the financial position of thecompanywhich 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 thefinancial year of the
Company i.e. 31st March 2019 and the date of this report affectingfinancial position of the Company. compliAnce with secRetARiAl stAndARds on BoARd AndAnnuAl 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 RiskManagementpolicy divides Risk into two broad categories; one Risk Associated at theTransactional Level and the other Risk Associated at the Decision Making Level. In respectof the Risk Associated at Transactional Level the company has appropriate controlmechanism and operating effectiveness of the Internal Financial Controls and ensure LegalCompliance. 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 & interest ratethey are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and ensuringLegal Compliance are periodically reviewed by the Management Internal Auditors StatutoryAuditors and the Audit Committee.
However no risk has been identified which in the opinion of the
Board may threaten the existence of the Company. Internalpolicy 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.flexfoodsltd.com/pdf/Nomination_Remuneration_Policy. PDF SUBSIDIARY JOINT VENTURESAND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture.
However the company is associate company of Uflex 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 theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. Member interested inobtaining a copy thereof may write to the Company Secretary in this regard.
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 provided as per
Annexure f'. Energy conservation technology absorption and foreignexchange earnings and outgo
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 g'.Disclosure of cost record
The provisions of maintenance of cost records specified by the
Central Government under subsection-(1) of section 148 of the Company's Act 2013 forthe products dealt/manufacture by the Company are not applicable of the Company. Personnelpersonnel 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 : INDIA Chairman Dated : 25th May 2019 (DIn00023452)