To the Members
Your Directors have pleasure in presenting this Twenty Eighth Annual Report togetherwith Audited Accounts of the Company for the financial year ended 31st March 2018.
FINANCIAL RESULTS :
The summarized financial results for the year ended 31st March 2018 and for theprevious year ended 31st March 2017 are as follows:
[Rs. in Lacs]
| ||Year Ended 31.03.2018 ||year Ended 31.03.2017 |
|Revenue from Operations ||9106.73 ||8514.68 |
|Other Income ||245.59 ||186.93 |
|Total Revenue ||9352.32 ||8701.61 |
|Profit before Finance Cost Depreciation & Tax ||1932.62 ||2091.30 |
|Finance Cost ||363.42 ||482.88 |
|Depreciation ||500.16 ||486.27 |
|Profit before Tax ||1069.04 ||1122.15 |
|Less : Tax Expenses ||388.26 ||337.61 |
|Profit for the year ||680.78 ||784.54 |
During the year under review your Company achieved total revenue and net profit of Rs9352.32 Lacs and Rs 680.78 Lacs respectively as against total revenue and Net Profit ofRs. 8701.61 Lacs and Rs 784.54 Lacs respectively during the previous financial year ended31st March 2017.
The comprehensive details of performance of the Company have been given in theManagement Discussion and Analysis Report appended hereto.
transfer of unclaimed dividend
An amount of Rs 1157892/- (Rupees Eleven Lacs Fifty Seven Thousand Eight Hundred NinetyTwo only) 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 353985 (Three Lacs FiftyThree Thousand nine Hundred Eighty Five) Equity Shares on which Dividend was not paid formore than seven years to Investor Education and protection Fund (IEpF) during the yearunder review.
Keeping in view the fund requirements for expansions of the Company the Board of theDirectors of the Company has not recommended Dividend for the financial year under review.
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
2018 was Rs.12.45 Crore. During the year under review the Company has neither issuedShares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March 2018 none of the Directors of the Company except the following heldshares or convertible instruments of the Company:
Mr. Ashok Chaturvedi - 7610 Equity shares
The Company neither had any fixed deposits outstanding as at 31st March 2018 nor anyfresh/renewal of deposits were accepted during the financial year 2017-18. There were nounclaimed deposits as at March 312018.
During the year Mr. A. Raghavendra Rao (din 05116052) was appointed as AdditionalDirector and Whole-time Director of the Company on 14.08.2017 and Mr. Rajendra KumarMishra (DIN 07905342) appointed as an Additional Director on the Board w.e.f. 16.08.2017.They will hold office upto the date of ensuing Annual General Meeting and being eligibleoffer themselves for their appointment as Directors of the Company. Your Directors welcomeMr. A. Raghavendra Rao and Mr. Rajendra Kumar Mishra on the Board of the Company
During the year under review Mr. S. K. Kaushik Mr. T N. pandey Mr. G. N. Gupta Mr.M.G. Gupta and Mr. R. K. Jain resigned from the Board of Directors due to their personalreason w.e.f. 30.06.2017 14.08.2017 16.08.2017 21.09.2017 and 13.11.2017 respectively.The Board of Directors placed on record their appreciations for the valuable contributionmade during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ashok Chaturvedi Chairman (DIN 00023452) of the Companyretire by rotation and being eligible offers himself for reappointment.
The tenure of Mr. p.N. Sharma (DIN 00023625) as an Independent Director of the Companyis expiring on 25th May
2019 and being eligible be reappointed as an Independent Director of the Company from26th May 2019 for second term of three years till 25th May 2022.
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.
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 of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
The details of Familiarization programme to Independent Directors of the Company areput up on the website of the Company at the link https://www.flexfoodsltd .com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-program-for-Independent- Directors-2017-20118.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 certificates received from the Executives of the Companysubject to disclosures in the Annual Accounts and also on the basis of the discussion withthe Statutory Auditors/Internal 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 Financial Statements for the year ended 31stMarch 2018 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 affairs of the Company as at 31st March 2018 and ofthe Profit of the Company for the year ended on that date;
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 systems to ensure compliance with the provisions of all applicable laws were inplace and 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 Auditor ofthe Company as appointed for a term of five years in last Annual General Meeting i.e. fromthe conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual GeneralMeeting of the Company pursuant to Section 139 of the Companies Act 2013.
The Report given by M/s. MJMJ & Associates LLp Chartered Accountants (FirmRegistration No. 027706N/N400013)) Statutory Auditors on the financial statement of theCompany for the year 2017-18 is part of the Annual Report. There is no qualificationreservation or adverse remark or disclaimer in their Report.
The Report of the Auditors on the financial statements including relevant notes on theaccounts for the Financial Year ended 31st March 2018 are self-explanatory and thereforedo 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 2018-2019.
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 financial year 2018-2019. The Report of the Secretarial Auditor isannexed to the Report as 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 Mr. p.N. SharmaChairman Mr. Rajendra Kumar Mishra Member and Mr. A. Raghavendra Rao Member. During theyear Mr. M.G. Gupta Mr. R.K. Jain and Mr. S. K. Kaushik have resigned from the Board andaccordingly ceased as members of the Corporate Social Responsibility Committee The termsof reference of the Corporate Social Responsibility (CSR) Committee is provided in theCorporate Governance Report. Your Company has also formulated a Corporate SocialResponsibility policy (CSR policy) which is available on the website of the Company athttp://www.flexfoodsltd.com/pdf/ CSRpolicy.pdf.
Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility policy) Rules 2014 is appended as Annexure -"B" and formsintegral part of this Report.
The Company had to do CSR Activity for an amount of Rs.26.42 lacs based on the averageprofits of the three proceeding financial years. However the Company spent Rs.20.00 lacsupto 31s March 2018. The balance amount of Rs.6.42 lacs could not be spent as the companywas not able to identify meaningful CSR activities.
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 Corporate Governance along with Report on Management Discussionand Analysis is enclosed as part of this Report as Annexure C' & D'respectively.
Disclosure under Companies Act 2013
(i) Extracts of Annual Return
The details forming part of the Extracts of Annual Return is annexed as per AnnexureE'.
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 Board has constituted a Audit Committee which comprises of Mr. p.N. Sharma as theChairman Mr. Rajendra Kumar Mishra and Mrs. Anupam Ahuja as the Members. More detailsabout 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 Board is uploaded on theCompany's website www. flexfoodsltd.com. at the weblink http://www.flexfoodsltd .com/b2c-policy-on-related-party-transactions.php
(v) Particulars of Loans Guarantees and investments
Details of Loans Guarantees and Investments are given in the accompanying FinancialStatements.
sgnfcant and materal orders passed by the regulators or courts
There are no significant 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 is provided under Management Discussion and Analysis Report appendedhereto.
VIGIL MECHANSM AND WHISTLE BLOWER POLCY
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 at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy. pdf
BOARD EVALUATION :
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 all the Directors individually.
The evaluation of Non-Independent Directors Chairman and the Board as a whole was doneat a separate meeting by the Independent Directors.
dsclosure under sexual harassment of women at workplace (preventon prohbtonand REDREssAL) act 2013:
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. There were no complaint received from any employee during thefinancial year 2017-2018 and hence no complaint is outstanding as on 31.03.2018 forredressal.
MATERiAL changes and coMMiTMENTs iF any AFFEcTiNG THE FiNANciAL posiTioN of thecompany whch 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 2018 and the date of this report affectingfinancial position of the Company.
COMPLANCE WITH SECRETARAL 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 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 effectiveness of the Internal Financial Controls and LegalCompliance System. The company has created appropriate structures with proper delegationof duties and responsibilities of employee at each level on enterprise basis forcompliances thereof.
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 LegalCompliance System 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 Board may threaten theexistence of the Company.
polcy on remuneraton
The company has Nomination and Remuneration policy for Directors Key Managementpersonnel and Senior Management personnel. The said policy is available at www.flexfoodsltd.com
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture. However the company isassociate 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 foreign exchange 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'.
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
|place : NOIDA ||Chairman |
|Dated : 26th May 2018 ||(DIN 00023452) |