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Himalchuli Food Products Ltd.

BSE: 511169 Sector: Financials
NSE: N.A. ISIN Code: INE552N01015
BSE 00:00 | 09 Jul Himalchuli Food Products Ltd
NSE 05:30 | 01 Jan Himalchuli Food Products Ltd
OPEN 11.00
PREVIOUS CLOSE 11.00
VOLUME 200
52-Week high 11.05
52-Week low 10.90
P/E
Mkt Cap.(Rs cr) 2
Buy Price 10.46
Buy Qty 100.00
Sell Price 11.00
Sell Qty 300.00
OPEN 11.00
CLOSE 11.00
VOLUME 200
52-Week high 11.05
52-Week low 10.90
P/E
Mkt Cap.(Rs cr) 2
Buy Price 10.46
Buy Qty 100.00
Sell Price 11.00
Sell Qty 300.00

Himalchuli Food Products Ltd. (HIMALCHULIFOOD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 33rd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31st March 2019 have been restated inaccordance with Ind AS for comparative information.

Financial Summary as under:

Particulars 2018-19 2017-18
Gross Income -- 482166
Profit/(Loss) Before Interest and Depreciation (632039) (95692)
Gross Profit / (Loss) (632039) (95692)
Provision for Depreciation -- --
Extraordinary Item -- --
Net Profit/(Loss) Before Tax (632039) (95692)
Provision for Tax -- --
Net Profit/(Loss) After Tax -- --
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on Proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet (632039) (95692)

2. COMPANY S PERFORMANCE AFFAIR

Your Directors are positive about the Company s operations and making best efforts toimplement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The total reserves for the financial year 2018-19 is Rs. -28612799/-

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2019 is Rs. 19000000/-comprising of 1900000 Equity Shares of Rs. 10/-.

6. CHANGE IN NATURE OF BUSINESS

During the year there has been no change in the nature of business of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Nilesh Malshi Savla whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

Pursuant to Section 161 of the Companies Act 2013 Hetal Dave (DIN: 05354674) has beenappointed as an Additional Director in the Board Meeting held on 29th March 2019..

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed under Section 149(6) ofthe Companies Act 2013.

8. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 21st May 2018 1. 21st May 2018
2. 13th August 2018 2. 13th August 2018
3. 2nd November 2018 3. 2nd November 2018
4. 31st December 2018 4. 12th February 2019
5. 12th February 2019
6. 29th March 2019

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

10. COMMITTEES OF THE BOARD

There are currently three committees of the Board as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany s financial reporting process. The Audit Committee Comprises of 3 directors. TheChairman of the Audit Committee is a Non-executive and Independent Director. Company hasreconstituted the Committee because of change in Directorship of the Company. TheComposition of the Audit Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March 2019. ** Appointed w.e.f. 29th March 2019.*** Appointed as chairman w.e.f. 29th March 2019.

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March 2019. ** Appointed w.e.f. 29th March 2019.*** Appointed as chairman w.e.f. 29th March 2019.

3) Stakeholders Relationship Committee

The Board of Directors of the Company reconstituted Stakeholders Relationship Committeeconsisting three members chaired by Independent Director. The composition of theStakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March 2019. ** Appointed w.e.f. 29th March 2019.*** Appointed as chairman w.e.f. 29th March 2019.

11. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

12. DIRECTOR S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that: a) In the preparation of the annual accounts the applicable accountingstandards have been followed. b) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give true and fair view of the state of affairs of the Company for theyear under review. c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The directors have prepared the annual accounts on a goingconcern basis. e) The directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. f) The directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

13. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act the rules framedthereafter and other applicable provisions if any the Auditors Mr. Mahesh Murji Gala(Membership No. 116548) Proprietor of M/s. M. M. Gala & Associates CharteredAccountants (FRN: 124913W) is appointed as Statutory Auditor of the Company from 31stAnnual General Meeting till the conclusion of 36th Annual General Meeting of the Company.

14. AUDITORS REPORT

The Directors are of opinion that the comments in the Auditors report are selfexplanatory and do not call for any further explanations.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. Payal Tachak &Associates Practicing Company Secretaries had been appointed as Secretarial Auditor ofthe Company for the Financial Year 2018-19.

Secretarial Auditor s observation and Management s explanation to the Auditor sobservation

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)Regulation 2015

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Managementand Administration) Rules 2014 3. and Section 91 of the Companies Act 2013 read withRule 10 of the Companies

(Management and Administration) Rules 2014 Publication of Results audited andunaudited in news paper E-voting News Paper Advertisement for Book Closure.

For Point Number 1 2 and 3

The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain.

4. The Composition of the Nomination and remuneration Committee is not adequate andproper as required under Sec 178(1) of Companies Act 2013 and under Regulation 19(1) (b)and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

The Company would try and comply with all the provisions to the fullest extent.

5. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg.2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Yearend.

The Company will make the payment of Listing fees to the BSE Limited for Financial Year2019-20. Company will make sure to do the payments within due dates in future.

However the Company would try and comply with all the provisions to the full extent.The report of the Secretarial Auditors is enclosed as ANNEXURE II to this report.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL

MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

17. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an anti sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013 ("SH Act"). Internal Complaints Committees have been set up inaccordance with the provisions of SH

Act at the work place to redress sexual harassment compliant received. All employees(permanent or contractual trainees) are covered under the policy. No compliant wasreceived from any employees of the Company or otherwise during the financial year 2018-19and hence no complaint is outstanding as on 31 March 2019 for redressal.

18. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companyunder investors/policy documents/Vigil Mechanism Policy link.

19. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodicallyreviews the risk and suggests steps to be taken to control and mitigation the same througha proper defined framework.

20. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

21. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on the Companys website.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany s internal control system is commensurate to the size scale and complexities ofits Operations.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo areNil during the year under review.

24. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

25. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd. Further the Company was listed on Ahmedabad StockExchange and Vadodara Stock Exchange which were derecognized pursuant to SEBI order.

26. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. During the year under review the Company has not made any investments or givenguarantee s or provided securities falling under the provisions of Section 186 of the

Companies Act 2013.

2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

6. Since the Company having paid-up capital less than the threshold provided underRegulation 27 (2) of Listing Regulations hence the Company need not required to addressReports on Corporate Governance certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

8. The Company has not entered any contracts or arrangements with related partiesspecified under Section 188 of Companies Act 2013.

9. The Company is not required to maintain cost records as specified by the CentralGovernment under sub section (1) of Section 148 of the Companies Act 2013.

27. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on Behalf of the Board of Director
Place: Mumbai Nilesh Malshi Savla Meena Nilesh Savla
Date: 30th August 2019 Director Director
DIN: 05354691 DIN: 05354674