To the Members
Himalaya Food International Limited
Your Directors have pleasure in submitting theirAnnual Report of the Company togetherwith the Audited Financial Statement for the year ended 31st March 2019.
The Company was incorporated on 30/01/1992. The Company is engaged in the businessofGrowing of mushrooms (agricultureActivity) Cheese sweets and appetizer manufacturingand export. We are pursuing to establish Franchisee business spanning three modules asDistribution Hubs Exclusive Stores & Quick Service food Vans.
2. FINANCIAL RESULTS
The Companys financial performance for the year alongwith previous yearsfigures are given hereunder:
| || ||(Rs. in Lacs) |
|Particulars ||Financial Year ended 31.03.2019 ||Financial Year ended 31.03.2018 |
|Income from Operation ||9122 ||11159 |
|Other Income ||211 ||126 |
|Profit before Finance ||(3597) ||2909 |
|cost Depreciation and || || |
|Taxes || || |
|Finance Cost ||196 ||1793 |
|Depreciation ||1143 ||1170 |
|Profit/(Loss) before ||(4936) ||(54) |
|Exceptional Items and || || |
|Tax || || |
|Less: Provision for W/o ||2071 ||62 |
|of Fire Claim || || |
|Profit/(Loss) before ||-7007 ||-115 |
|Tax || || |
|Deferred ||(53) ||(31) |
|Tax(Assets)/Liability || || |
|Profit/(Loss) for the year ||(6954) ||(84) |
3. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS
During the year under review the total income from operation of your Company was Rs.9122 Lacs as compared to Rs. 11159 Lacs in the previous year. The net (Loss) of thecompany for the current financial year is of (Rs.6954) Lacs as compared to loss of (Rs.84)Lacs in the previous year. It is increased from the previous year. Company is now inrecovery mode and focusing on export business.
No Dividend is being recommended for the current financial year due to loss.
5. TRANSFER TO RESERVE
The Company has not transferred any amount to reserves.
6. 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.
7. 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 |
|Manmohan Malik ||Managing Director& ||00696077 ||30/01/1992 ||- |
| ||Chairman || || || |
|Sangita Malik ||Whole Time Director ||02428506 ||30/07/2007 ||- |
|SanjivKumar Kakkar ||Executive Director ||02434426 ||28/10/2017 ||- |
|Akhil Gupta ||Executive Director ||07971889 ||28/10/2017 ||- |
|Sunil Kumar Khera ||Non- Executive & ||00263581 ||30/10/2004 ||- |
| ||Independent Director || || || |
|Ashish Sachdeva ||Non- Executive & ||03069836 ||30/09/2015 ||- |
| ||Independent Director || || || |
|Surendra Kumar ||Non- Executive & ||05286196 ||22/01/2018 ||- |
|Kaushik ||Independent Director || || || |
|Neelam Khanna ||Additional Non- Executive & ||08332836 ||16/01/2019 ||- |
| ||Independent Director || || || |
Mrs.Neelam Khanna was appointed as an Additional Directorw.e.f16.01.2019.Mr.KeshavSharma was resigned from the post of executive director w.e.f30/08/2018
8. 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 ||31/05/2018 ||8 ||6 ||75 |
|2 ||14/08/2018 ||8 ||7 ||87.5 |
|3 ||30/08/2018 ||8 ||7 ||87.5 |
|4 ||01/09/2018 ||7 ||6 ||85.71 |
|5 ||14/08/2018 ||7 ||6 ||85.71 |
|6 ||15/01/2019 ||7 ||6 ||85.71 |
|7 ||14/02/2019 ||8 ||7 ||87.5 |
|8 ||01/03/2019 ||8 ||8 ||100 |
|9 ||25/03/2019 ||8 ||7 ||87.5 |
9. 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 withRule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technologyabsorption. The Company makes continuous efforts toexplore new technologies And techniques tomake the infrastructure more energy efficient.The operations of the Company are not energy intensive. Company useagro waste to fireboilers.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars (Accrual Basis) ||Amount(In Laks) |
|Inflow foreign Exchange ||4707 |
|Outflow foreign Exchange ||NIL |
10. 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.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to insub-section (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.
12. AUDITORS AND AUDIT REPORT
a. STATUTORY AUDITORS:
In accordance with Sec 139 of the Companies Act 2013 M/s Satnam Associates CharteredAccountants (Firm Reg. No. 009870C)Dehradun Uttarakhand were appointed by theshareholders of the companyat the Annual General Meeting held on September 29 2018 for aperiod of 2 years to hold office from the conclusion of 27th Annual General Meeting tillthe conclusion of the 39thAnnual General Meeting ofthe Company to be held incalendar year 2020.
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with therequirement of ratification of Auditors appointment by theshareholders every year. Hence approval of the members for the ratification ofauditors appointment is not being sought at the ensuing Annual General Meeting.
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 theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companywith the approval of its Board appointed M/s Himanshu Sharma& Associates afirm of Company Secretaries in Practice to undertake the Secretarial Audit of the Companyfor the financial year ended March 31 2019. The Secretarial Audit Report is annexedherewith as Annexure.
There are no qualifications reservation or adverse remark or disclaimer made by theauditor in thereport save and except disclaimer made by them in discharge of theirprofessional obligation.
d. INTERNAL AUDITORS
The Board has appointed Mr. NileshThakor as Internal Auditors for a period ofone year under Section 138 of the Companies Act 2013 and he has completed the internalaudit as per the scope defined by the Audit Committee.
13. 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
14. 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 were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
15. 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.
17. BOARD EVALUATION:
The performance evaluation of the individual Directors including chairman of Board wasdone in accordance with the provision of the Company Act 2013.
18. COMPOSITION OF VIGIL MECHANISM
The Company has put in place Vigil Mechanism for Directors and Employees of theCompany.
19.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.
20. 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.
21. SHARE CAPITAL:
The Company has 57872884Equity Shares of Rs. 10 each amounting to Rs. 578728840 duringthe 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 2018-19 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
22. 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.
23. 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
24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this report.
25. 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 Companys operations in future.
26. 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.
27. 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 fullycommitted to uphold and maintain the dignity of every women employee of the Company. TheCompanys Sexual Harassment Policy provides for protection against sexual harassmentof Women at workplace and for Prevention and redressal of such complaints. During thefinancial year no case of Sexual Harassment were reported.
28. 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: 05.09.2019 ||Chairman cum Managing Director |
|Place: : Poanta Sahib ||DIN: 00696077 |