Himalaya Food International Limited
Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Financial Statement for the year ended 31st March 2020.
1. GENERAL INFORMATION
The Company was incorporated on 30/01/1992. The Company is engaged in the business ofGrowing of mushrooms (agriculture Activity) and manufacturing & export of Cheesesweets and appetizer. We are pursuing to establish Franchisee business spanning threemodules as Distribution Hubs Exclusive Stores & Quick Service food Vans.
2. FINANCIAL RESULTS
The Company's financial performance for the year along with previous year's figures isgiven hereunder: (Rs. in Lacs)
|Particulars ||Financial Year ended 31.03.2020 ||Financial Year ended 31.03.2019 |
|Income from Operation ||7876 ||9122 |
|Other Income ||445 ||211 |
|Profit before Finance cost Depreciation and Taxes ||2033 ||(3597) |
|Finance Cost ||28 ||196 |
|Depreciation ||1146 ||1143 |
|Profit/(Loss) before Exceptional Items and Tax ||859 ||(4936) |
|Less: Provision for W/o of Fire Claim ||0 ||2071 |
|Profit/(Loss) before Tax ||859 ||-7007 |
|Deferred Tax(Assets)/Liability ||(133) ||(53) |
|Profit/(Loss) for the year ||992 ||(6954) |
3. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review the total income from operation of your Company was Rs.7876 Lacs as compared to Rs. 9122 Lacs in the previous year. The net profit of the companyfor the current financial year is of Rs. 992 Lacs as compared to loss of (Rs. 6954) Lacsin the previous year. The Company come under profit from loss in previous year. Company isnow in recovery mode and focusing on export business.
With the view to conserve the resources of company the directors are not recommendingany dividend for the financial year 2019-20.
5. IMPACT OF COVID-19 ON COMPANY
The COVID-19 pandemic is a global humanitarian and health crisis. The actions taken byvarious governments to contain the pandemic such as closing of borders and lockdownrestrictions resulted in significant disruption to people and businesses.
We Lost All Mushrooms Composts ( around 4000 Tons) at various stages / temperatures dueto Abrupt Full Stop of all activity ( No Workers No Transport No Sales) The total Lossof Mushroom crops expected from the Composts in progress was 800 Tons valued at Rs. 8Crores.
We maintained all Composts and Mushroom crops at low temperature by air conditioning inthe hope of lockdown to be opened in a few weeks but lockdown kept on being extended fromtime to time and finally after 12/16 weeks we lost all the crops and the even the costincurred on electricity used to maintain the air conditioned low temperatures.
We could use limited Resident Workers & Staff to meet export orders partially. Eventhe export orders could not be serviced due to closure of all businesses of our suppliersof RM / PM.
6. TRANSFER TO RESERVE
The Company has not transferred any amount to reserves.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company was not required to transfer any amount to Investor Education andProtection Fund as there was no amount due for transfer under Section 125(2) of theCompanies Act 2013.
8. COMPOSITION OF BOARD OF DIRECTORS
During the year the Board of Directors consists of as hereunder:
|Name ||Designation ||DIN ||Date of Appointment ||Date of Resignation |
|Man Mohan Malik ||Managing Director & Chairman ||00696077 ||30/01/1992 || |
|Sangita Malik ||Whole Time Director ||02428506 ||30/07/2007 ||- |
|Sanjiv Kumar Kakkar ||Executive Director ||02434426 ||28/10/2017 ||- |
|Sunil Kumar Khera ||Non- Executive & Independent Director ||00263581 ||30/10/2004 ||- |
|Ashish Sachdeva ||Non- Executive & Independent Director ||03069836 ||30/09/2015 ||- |
|Surendra Kumar Kaushik ||Non- Executive & Independent Director ||05286196 ||22/01/2018 ||- |
|Neelam Khanna ||Additional Non- Executive & Independent Director ||08332836 ||16/01/2019 ||- |
|Akhil Gupta ||Executive Director & CFO ||07971889 ||28/10/2017 ||07/02/2020 |
Mr. Sanjiv Kumar Kakkar (DIN: 02434426) Executive Director of the Company shall beretire by rotation at the ensuing Annual General Meeting and being eligible offersthemselves for re appointment. Your Directors have recommended his re-appointment. Briefprofile of Mr. Sanjiv Kumar Kakkar is given in the Annexure -A of AGM Notice.
Mr. Akhil Gupta was resigned from the post of Chief Financial Officer (CFO) &Executive Director w.e.f 07/02/2020.
9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Company had 9 Board meetings during the financial year under review.
|S.No. ||Date of meeting ||Total No. of Directors on the Date of Meeting ||No. of Directors attended ||% of Attendance |
|1 ||10/04/2019 ||8 ||5 ||62.5 |
|2 ||30/05/2019 ||8 ||7 ||87.5 |
|3 ||01/07/2019 ||8 ||4 ||50 |
|4 ||14/08/2019 ||8 ||7 ||87.5 |
|5 ||05/09/2019 ||8 ||4 ||50 |
|6 ||14/11/2019 ||8 ||3 ||37.5 |
|7 ||07/02/2019 ||7 ||5 ||71.43 |
10. MEETING OF INDEPENDENT DIRECTOR
As per Regulation 25(3) of the Listing Regulations as well as pursuant to Section149(8) of Companies Act 2013 the independent directors of the listed entity shall holdat least one meeting in a year without the presence of non- independent directors andmembers of the management and all the independent directors shall strive to be present atsuch meeting.
By the General Circular No. 11/2020 - MCA in order to support and enable Companies andLimited Liability Partnerships (LLPs) in India to focus on taking necessary measures toaddress the COVID-19 threat including the economic disruptions caused by it somemeasures have been implemented by the Ministry of Corporate Affairs to reduce theircompliance burden and other risks includes the relaxation of not required to hold at leastone meeting without the attendance of Non independent directors and members of management.For the financial year 2019-20 if the lDs of a company have not been able to hold such ameeting the same shall not be viewed as a violation.
Accordingly no Independent Director's meeting held during the financial Year 2019-20
11. AUDIT COMMITTEE
The Audit Committee during the year consisted of 6 members. More details on thecommittee are given in Corporate Governance Report.
12. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consist of 4 members. More details on thecommittee are given in Corporate Governance Report.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A. CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption. The Company makes continuous efforts toexplore new technologies and techniques to make the infrastructure more energy efficient.The operations of the Company are not energy intensive. Company use agro waste to fireboilers.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars (Accrual Basis) ||Amount(In Laks) |
|Inflow foreign Exchange ||2791 |
|Outflow foreign Exchange ||NIL |
14. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year and hence the said provision is not applicable.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in subsection (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions under the proviso thereto have been disclosed in Form No.AOC -2 annexed.
16. AUDITORS AND AUDIT REPORT
a. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act (the Act) read with the Companies(Audit and Auditors) Rules 2014 M/s Satnam Associates (Firm Registration No. 09870C)Chartered Accountants were appointed as Statutory Auditors of the Company to hold officefrom the conclusion of the 27th Annual General Meeting (AGM) until the conclusion of 29thAGM.
Since the tenure of M/s Satnam Associates Chartered Accountants Statutory Auditorsshall conclude at the 29th AGM the Audit Committee and Board of Directors may considerthe appointment of Sharma Kumar & Associates Statutory Auditors (Firm Registration No:030842N) of the Company in place of M/s Satnam Associates Chartered Accountants and mayplace the said proposal before the shareholders in the ensuing AGM who will hold officefrom the conclusion of said AGM until the conclusion of 34th AGM of the Company.
b. AUDITORS REPORT:
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation undersection 134(3)(f) of the Companies Act 2013 from the Directors. Further the notes toaccounts referred to in the Auditors Report are self-explanatory.
c. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed B. S. Goyal & Co. a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year endedMarch 31 2020. The Secretarial Audit Report is annexed herewith as Annexure.
There are no qualifications reservation or adverse remark or disclaimer made by theauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.
d. INTERNAL AUDITORS
The Board has appointed Grownumero Advisors Pvt. Ltd. Chartered Accountants Faridabadas Internal Auditors for a period of one year under Section 138 of the Companies Act 2013and he has completed the internal audit as per the scope defined by the Audit Committee.
17. EXTRACT ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT-9is attached to this Report.(Annexure-1). Copy of Annual Return can be found on ourWebsite: www.himalayafoodcompany.com
18. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(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; and
(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
(f) That proper system was devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company have two Subsidiaries Himalya Green Apartments Ltd. and Appetizer andSnacks Foods Ltd.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
21. BOARD EVALUATION:
The performance evaluation of the individual Directors including chairman of Board wasdone in accordance with the provision of the Company Act 2013.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has established a vigil mechanism for directors and employees to reportgenuine concerns to be disclosed the detail of which is placed on the website of thecompany. The Board has also formulated the whistle blower policy same has been uploadedon the website of the company
There was no reporting made by any employee for violations of applicable laws andregulations and the Code of Conduct for the F. Y. 2019-20.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company. Therefore Company isnot liable to contribute towards Corporate Social Responsibility.
24. MANAGERIAL REMUNERATION
None of the employees of the company was in receipt of the remuneration exceeding theAppointment and Remuneration of Managerial Personnel of the Companies Act 2013 limitsprescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies during the yearunder review.
The Company does not have any material information to report in accordance to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
25. SHARE CAPITAL:
The Company has 57872884 Equity Shares of Rs. 10 each amounting to Rs. 578728840during the year under review; the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.
During the Year 2019-20 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
26. INTERNAL FINANCIAL CONTROL
The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday.
28. MATERIAL CHANGES AND COMMITMENT
Other than stated elsewhere in this report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this report.
29. GENERAL INFORMATION PURSUANT TO SECTION 134 (3) (q) READ WITH RULE 8 (5) OFCOMPANIES (ACCOUNTS) RULES 2014
Your Directors state that except as stated above no disclosure or reporting is requiredin respect of the following items as there were no transactions on these items during theyear:
1. The change in the nature of business if any
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which forms apart of this Report are set out separately together with the Certificate from theAuditors of the Company regarding compliance with the requirements of Corporate Governanceas stipulated in SEBI (LODR) Regulations 2015.
31. NUMBER OF CASES FILED (IF ANY) AND THEIR DISPOSAL U/S 22 OF THE SEXUALHARASSMENTOFWOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance towards any action on the part of any of its officialwhich may fall under the ambit of 'Sexual Harassment' at workplace and is fully committedto uphold and maintain the dignity of every women employee of the Company. The Company'sSexual Harassment Policy provides for protection against sexual harassment of Women atworkplace and for Prevention and redressal of such complaints. During the financial yearno case of Sexual Harassment were reported.
32. MAINTENANCE OF COST RECORDS
The provisions of section 148 (1) of the Companies Act 2013 for maintenance of costrecords is not applicable to the Company.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company
| ||For and on behalf of the Board of Directors |
| ||Himalaya Food International Limited |
| ||Sd/- |
| ||MAN MOHAN MALIK |
|Date: 05.09.2020 ||Chairman cum Managing Director |
|Place: : Poanta Sahib ||DIN:00696077 |