TO THE MEMBERS OF HINDUSTAN FOODS LIMITED
Your Directors are pleased to present the Thirty Fifth Annual Report on the businessand operations of the Company together with the Audited Standalone Financial Statementsfor the Financial Year ended March 31 2020.
(Rs. in lakhs)
|Particulars ||FY 2019-20 ||FY 2018-19 * |
|Total Revenue ||77310.35 ||49256.27 |
|Profit for the year before finance charges and depreciation ||5690.06 ||3303.94 |
|Less: Finance charges ||1098.66 ||735.33 |
|Profit before depreciation ||4591.40 ||2568.61 |
|Less: Depreciation ||1128.20 ||746.21 |
|Profit/(Loss) for the year after finance charges and depreciation / before tax for the year ||3463.20 ||1822.40 |
|Less: Provision for Tax - || || |
|Current Tax ||- ||386.09 |
|Tax Under MAT ||602.78 ||- |
|Deferred Tax ||598.20 ||218.93 |
|Mat Credit Entitlement/ Utilisation of earlier year ||(10.92) ||25.93 |
|Profit for the year after Tax ||2273.14 ||1191.45 |
|Other Comprehensive Income ||(8.63) ||(8.09) |
|Total Comprehensive Income ||2264.51 ||1183.36 |
the Company did not transfer any amounts to the general reserve during the year.
* the Scheme of Arrangement for the business combination of Detergent Manufacturingunit of Avalon Cosmetics private Limited "ACpL" or "Demerged Company"with Hindustan Foods Limited "HFL" or "Resulting Company" was approvedby the Hon'ble National Company Law Tribunal on November 25 2019. The certified copy ofthe order of Hon'ble NCLT was filed with the Registrar of Companies on December 27 2019with the appointed date as April 1 2018. The said business combination has been accountedand comparatives have been restated for business combination with effect from April 12018. Accordingly financial statements of Detergent Manufacturing unit of ACPL have beenincluded in the previous year of the Standalone Financials of your Company.
YEAR IN RETROSPECT
The Financial Year 2019-20 saw your Company strengthening its existing businesses andcustomers while building new capabilities and new relationships. The year under review hasdelivered a strong growth considering an eventful year and clocked a run rate of achievingRs. 1000 cr turnover mark for
FY 2019-20. Your Company reported a turnover of Rs. 773.10 cr for the year under reviewas compared to Rs. 492.56 cr during the previous year a growth of nearly 57%. Its profitafter tax of Rs. 22.73 cr for the year under review was also 91% more than the Rs. 11.91cr in the previous year. Your Company saw some impact on the revenues and profitability inMarch 2020 as India got struck by the CoVID-19 pandemic which compelled to temporarilysuspend your Company's plant operations.
In this year your Company is setting up two home care liquid manufacturing facilitiesin Silvassa. The factories will have a capacity to manufacture around 20000 KL of liquidsand your Directors are confident that they will enter into a multiyear contract for thesame which will add significant growth to your Company in the coming years.
The NCLT's accord for the Merger of the Hyderabad plant has enabled your Company todeepen its ties with Hindustan Unilever. The dedicated plant started commercial productionof detergent powder in the FY 2019-20 and has already become the largest factory of yourCompany. Your Directors would like to thank the shareholders for their immense support inthe successful conclusion of the Merger.
Your Board approved the Composite Scheme for Merger of another Vanity Case group'splant at Coimbatore manufacturing malted beverages viz. Horlicks and Boost for HindustanUnilever and another merger of ATC Beverages private Limited manufacturing carbonateddrinks and beverages. Your Directors are confident that with the said mergers will boostyour Company's focus to build profitability that will lead to significant value creationfor all Company stakeholders.
Your Directors are pleased to inform you that your Company has been able to build arobust pipeline of projects in this past year which will ensure continued growth of yourCompany for the next couple of years.
During the year Your Company has obtained the necessary approvals from theShareholders of the Company by way of postal Ballot for giving effect for Increasing theAuthorized Share Capital of the Company from Rs. 215000000/- (Rupees twenty one CroresFifty lakhs only) divided into
1.95.00. 000 (one Crores Ninety Five lakhs) Equity Shares of Rs. 10/- each and 200000(Two lakhs) 9% redeemable preference Shares of Rs. 100/- each to Rs. 240000000/-(Rupees Twenty Four Crores only) divided into 22000000 (Two Crores twenty lakhs) equityShares of Rs. 10/- each and
2.00. 000 (Two lakhs) 9% Redeemable preference Shares of Rs. 100/- each.
During the year your Board of Directors had allotted 2777779 Convertible warrants onprivate placement basis on April 18 2019. the Share warrants were convertible into equityShares of Rs. 10/- each at a premium of Rs.350/- per equity. the tenure of the warrantswas for 18 months from the date of its allotment.
During the Year the Warrant Holders exercise their option to convert the entireConvertible Warrants into equivalent equity Shares of the Company and Company received thebalance 75% of the funds from all the warrant holders. the Share Allotment Committee ofyour Board in their meeting held on January 16 2020 allotted 2777779 equity Shares ofRs.10/- each to the warrant holders on conversion of the convertible warrants into equityShares of Rs.10/- each.
In accordance of the order dated November 25 2019 of the Hon'ble NCLT Mumbai Bench inthe matter of Scheme of Arrangement between Avalon Cosmetics private Limited ('DemergedCompany') and your Company ('Resulting Company') the Share Allotment Committee of yourBoard in its meeting held on January 16 2020 has issued and allotted 4927799 equityShares of Rs.10/- each of your Company to the eligible Shareholders of the DemergedCompany who were holding shares of the Demerged Company as on the Record Date i.e. January15 2020.
MERGERS AND ACQUISITIONS
The Mumbai bench of NCLT conveyed its approval for the Scheme of Arrangement ('theScheme'); presented under Section 230 to 232 and other applicable provisions of theCompanies Act2013 read with the rules prescribed thereunder for the business combinationof Detergent Manufacturing unit of Avalon Cosmetics private Limited ('ACpL') withHindustan Foods Limited (the 'Resulting Company' or 'HFL') vide its order dated November25 2019The Certified copy of the NCLT order along with the Scheme was filed with theRegistrar of Companies Mumbai Maharashtra on December 27 2019 when the Scheme came intoeffect and the appointed date was from April 1 2018. Your Company after obtaining theapproval of the Shareholders passed by way of the postal Ballot on January 4 2020 haspurchased the businesses on slump sale basis from M/s Galaxy Healthcare products and fromM/s Shivom Industries (Shivom) a partnership Firm in which Managing Director of yourCompany is a partner vide respective Business Transfer Agreements on February 24 2020.The said business transfers were approved by the Board in their meeting held on November11 2019.
The Board of Directors of your Company has approved a Composite Scheme of Arrangementand Amalgamation under Section 230-232 and other applicable provisions of the Act between(i) Avalon Cosmetics private Limited ('The Demerged Company' or 'ACpL') (ii) ATCBeverages private Limited ('The Transferor Company' or 'ABpL') with (iii) the Company('The Transferee Company' or 'The Resulting Company' or 'HFL') which interalia providesfor i) De-Merger of Coimbatore business of ACpL with the Company and ii) Merger of ABpLwith the Company. This Scheme is subject to all necessary statutory / regulatory approvalsunder applicable laws including approval of Stock exchange and the National Company LawTribunal. The appointed date is April 1 2020.
To conserve resources and in order to strengthen the Company's financials yourDirectors do not recommend any Dividend for the year under review.
The equity Shares of your Company are listed on BSe Limited (BSE). The listing fees forthe Financial Year 2019-20 have been paid to BSe.
The Company continues to enjoy Food Safety System Certification 22000 accreditationmade by SGS united Kingdom Ltd.
Your Company has not accepted any deposits from public / Members under Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the year under review. Your Company does not have any unpaid/ unclaimed deposits ason March 31 2020.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review the Company acquired 44.43% (i.e. 9394084 Equity shares)of the paid-up Equity shares of ATC Beverages private Limited which manufactures a varietyof juices and carbonated drinks with this acquisition ATC Beverages has become anAssociate Company of your Company. A report on the financial position of the AssociateCompany as per the Act is provided in Form AoC-1 and is attached to the FinancialStatements.
During the year under review India Ratings and Research (Ind-Ra) has assigned aLong-Term Issuer Rating of 'IND A-'. The outlook is stable.
DIRECTORS' RESPONSIBILTY STATEMENT
To the best of our knowledge and belief and based on the information andrepresentations received from the operating management your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;
(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 accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internalfinancial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and operating effectively.
MANAGEMENT AND KEY MANAGERIAL PERSONNEL
Change in Directorate
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Sarvjit Singh Bedi (DIN: 07710419) retires by rotation atthe forthcoming Annual General Meeting being eligible Mr. Sarvjit Singh Bedi offershimself for re-appointment. Your Board has recommended his re-appointment.
Your Board in its meetings held on August 9 2019 and November 11 2019 based on therecommendation of Nomination and Remuneration Committee of your Company appointed Mr.Sandeep Rajnikant Mehta (DIN: 00031380) as an Independent Director with effect from August9 2019 and Mr. Harsha Raghavan (DIN: 01761512) as an Additional Director Non-Executivewith effect from November 11 2019. Your Board also noted the Resignation of Mr. RajeshDempo Non-Executive Director from the Board with effect from April 16 2019.
pursuant to Section 161 of the Companies Act 2013 Mr Harsha Raghavan the AdditionalDirector will vacate the office at the ensuing Annual General Meeting of your Company.Your Board has recommended for his re-appointment. Being eligible he has offered himselfto be appointed as the Director of your Company.
Mr. Sudin usgaonkar (DIN: 00326964) Independent Director of your Company who wasappointed on September 27 2014 for a term of 5 years upto the conclusion of the AnnualGeneral Meeting held in 2019 did not offer his candidature for re-appointment by theShareholders for 2nd Term in the 34th Annual General Meeting held on September 26 2019.Consequently he ceased to be the Director with effect from the conclusion of the 34thAnnual General Meeting which was held on September 26 2019. the Board appreciates onrecord for Mr. Sudin usgaonkar's contribution in the guidance and expertise knowledgetowards the goal of the Company during his tenure as an Independent Director.
Brief resume of the Directors proposed for re-appointment together with other relevantdetails form part of the notice of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Sameer R.Kothari Managing Director Mr. Bankim purohit Company Secretary and Mr. Mayank SamdaniChief Financial officer are the Key Managerial personnel of the Company.
Your Board appointed Mr. Bankim purohit as a Company Secretary and Compliance officerw.e.f. April 19 2019 at their meeting held on April 18 2019 in place of Mrs. Beena M.Mahambrey who resigned as a Company Secretary of your Company w.e.f. April 18 2019.
Your Board appointed Mr. Mayank Samdani Group Chief Financial officer as ChiefFinancial officer of your Company w.e.f. November 12 2019 in place of Mr. Kedar Swain.However Mr Kedar Swain continues to work as a part of Mr. Samdani's team.
INDEPENDENT DIRECTORS DECLARATION
the Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from the Independent Directors of the Company viz. Mr. Shashi Kumar Kalathil Ms.Honey Vazirani Mr. Neeraj Chandra and Mr. Sandeep Mehta confirming that they meet thecriteria of independence as prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 and regulation 16 of the SEBI Listing regulations in respect of theirposition as an "Independent Director" of Hindustan Foods Limited.
Based on the disclosures received from all the Independent Directors and in the opinionof the Board the Independent Directors (including the Independent Directors appointedduring the year) fulfill the conditions specified in the Companies Act 2013 the SEBI(LODR) Regulations 2015 and are independent of the Management.
MEETINGS OF THE BOARD OF DIRECTORS
A minimum of four Board meetings are held annually. Additional Board meetings areconvened by giving appropriate notice to address the Company's specific needs and BusinessAgenda. In case of business exigencies or urgency of matters resolutions are passed bycirculation. During the year under review Eight Board meetings were held the details ofwhich are given in the Corporate Governance Report which forms part of this Annual Report.the intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the Listing Regulations.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV of the Companies Act 2013 the Independent Directors of theCompany shall hold at least one meeting in a year without attendance of Non-IndependentDirectors and members of the Management. Accordingly Independent Directors of yourCompany met on May 22 2019. All the Independent Directors were present for the meeting.
During the year under review the Audit Committee comprised of Mr. Shashi K. Kalathilwho serves as the Chairman of the Committee Ms. Honey Vazirani Mr. Sarvjit Singh Bediand Mr. Sandeep Mehta as the other Members. The terms of reference etc. number ofmeetings of the Audit Committee is provided in Corporate Governance Report which formspart of this Annual Report.
All the recommendations made by the Audit Committee during the Financial Year underreview were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in Corporate Governance Report which forms part of this Annual Report.
The Committee has formulated a Nomination and Remuneration policy and the same has beenuploaded on the website of the Company at www.hindustanfoodslimited. com and forms part ofthe report as Annexure I.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition terms of reference etc of the Stakeholders Relationship Committee isprovided in Corporate Governance Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE
As required under the Companies Act 2013 a CSR committee of the Board was constitutedon May 24 2018 to formulate and recommend to the Board CSR policy indicating theCompany's CSR Activities to be undertaken. The Committee has formulated CSR policy andrecommended to the Board and the same has been uploaded on the Company's websitewww.hindustanfoodslimited.com Composition of CSR Committee is as under:
|Sr. No. ||Name of the Director ||Chairman/Member |
|1. ||Mr. Sameer Kothari ||Chairman |
|2. ||Mr. Ganesh Argekar ||Member |
|3. ||Mr. Shashi Kalathil ||Member |
One meeting of the Committee was held during the Financial Year ended March 31 2020 onMay 22 2019.
Based on the recommendation of the CSR Committee for the amount of expenditure to beincurred on the CSR activities your Board and the Management of your Company hadcontributed towards the activities and the report on the activities undertaken during theyear is annexed to the Board's Report as Annexure II.
RISK MANAGEMENT COMMITTEE
Knowing the importance of managing and pre-empting risks effectively for sustainingprofitable business the Company has constituted a Risk Management Committee in line withthe SEBI Listing Regulations as it is covered in the top 500 listed companies in thecountry based on the market capitalisation for the immediately preceding Financial Year.The Risk Management Committee was formed by your Board in its meeting held on June 262020 comprises of Mr. Sameer Kothari Managing Director and Chief Executive officer asthe Chairman with Mr. Ganesh Argekar Executive Director Mr. Shashi KalathilNon-Executive Independent
Director Ms. Honey Vazirani Non-Executive Independent Director and Mr. MayankSamdani Group Chief Financial officer as the members of the Committee.
The terms of reference of the Risk Management Committee are as follows:
Reviewing the Risk Management Framework on an annual basis and approvingchanges if any;
Advising the Board of Directors on organisation's overall risk managementprocedures existing risk assessment criteria current risk exposures and risk strategy inplace;
Making recommendations to the Board of Directors as well as executive managementon priority risk areas and appropriate action required;
Supporting the executive management in the establishment of a culture whichbalances risks and opportunities facilitated by conscious risk decisions and a suitable"Tone from the Top";
Update the Audit Committee/Board of Directors on the status of risk managementinitiative in the Company and changes to the overall risk exposure of the Company.
pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of theListing Regulations your Board has carried out the annual performance evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Statutory Committees.
Based on various criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.
INTERNAL CONTROL SYSTEM
The Board has laid down Internal Financial Controls within the meaning of theexplanation to Section 134 (5) (e) ("IFC") of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asBusiness evolves. The Company has a process in place to
continuously identify such gaps and implement newer and or improved controls whereverthe effect of such gaps would have a material effect on the Company's operations.
As per the requirements of Section 139(2) of the Companies Act 2013 ('the Act') M/s.MSKA & Associates Chartered Accountants (Registration No.105047W) were appointed asstatutory auditors for a period of 5 years at the 32nd Annual General Meeting held onSeptember 27 2017.
As per notification issued by the Ministry of Corporate Affairs dated May 7 2018ratification of the statutory auditors at the Annual General Meeting is not required.
STATUTORY AUDITORS' OBSERVATIONS
The notes on financial statements referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations or comments.
There are no qualifications reservations or adverse remarks or disclaimer made in theAuditors' Report which requires any clarification or explanation.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24 (A) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Independent SecretarialAuditor had undertaken an audit for the Financial Year 2019-20 for the SEBI compliances.The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within60 days of the end of the Financial Year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a Vigil Mechanism / Whistleblower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on theCompany's website www.hindustanfoodslimited.com. The Audit Committee of the Companyoversees the Vigil Mechanism.
Your Company follows well-established and detailed risk assessment and minimisationprocedures which are periodically reviewed by the Board. Your Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organisation's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the Company's management ofkey risks including strategic and operational risks as well as the guidelines policiesand processes for monitoring and mitigating such risks under the aegis of the overallbusiness risk management framework.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations the top 500 listedentities based on market capitalisation are required to formulate a Dividend DistributionPolicy. Your Board adopted the Dividend Distribution Policy in their meeting held on June26 2020 as your Company as on March 31 2020 was listed in top 500 entities by the BSELimited where the Shares of your Company are listed. The Company's Dividend DistributionPolicy is based on the parameters laid down by SEBI Listing Regulations and the detailsof the same are available on the Company's website at www.hindustanfoodslimited.com.
BUSINESS RESPONSIBILITY REPORTING:
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations 2015 inter alia provides that the AnnualReport of the top 1000 listed entities based on market capitalisation shall include aBusiness Responsibility Report (BRR). A separate section on Business Responsibility Reportforms part of this Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the Financial Year ended March 31 2020 Your Company did not give any loanguarantee or provide security in connection with any loan to any group Companies duringthe year under review. Details of Investments made by your Company under Section 186 ofthe Companies Act 2013 during Financial Year 2019-20 are appended as an Annexure to thisreport.
RELATED PARTY TRANSACTIONS
The transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. All the transactions with RelatedParties are placed before the Audit Committee as also the Board for approval. PriorOmnibus approval of the Audit Committee and Board is obtained for the transactions whichare foreseeable
and a repetitive of nature. The transactions entered into pursuant to the approvals sogranted are subjected to audit and a statement giving details of all related partytransactions is placed before the Audit Committee and the Board of Directors on aquarterly basis. Further there were no material related party transactions during theyear under review with the Promoters Directors or Key Managerial Personnel. Accordinglyno transactions are required to be reported in Form No. AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014.
As required under Regulation 23(1) of the Listing Regulations 2015 your Company hasformulated a policy on dealing with Related Party Transactions. The Policy has beenuploaded on the Company's website: www.hindustanfoodslimited.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of your Company and its future operations.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
Material changes and commitments affecting the financial position of your Companywhich have occurred between the end of the Financial Year of the Company to which thefinancial statements relate and the date of the report are given below:
GLOBAL PANDEMIC - COVID-19
The outbreak of Coronavirus (CoVID-19) pandemic globally has caused enormousinterruption and slowdown of trade and commerce. In many countries including Indiabusinesses are being forced to shut their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantine social distancing and closure of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in a never- before economicslowdown.
CoVID-19 is significantly impacting business operation of organisations by way ofinterruption in production supply chain disruption unavailability of personnel closureor lockdown of production facilities etc. On March 24 2020 Government of India ordereda nationwide lockdown for 21 days which was extended till May 3 2020 to prevent communityspread of CoVID-19 in India resulting in a colossal drop in economic activities.
Most of the products manufactured by your Company are considered 'essentialcommodities' chosen as top-priority goods by the Government. Your Company operated itsplants manufacturing such essential articles after seeking permissions from governmentauthorities. Until end of April 2020 your Company had lower capacity utilisation whichwere gradually ramped up in May and June 2020. By July 2020 your Company's plants arefully operational and continue to improve Company's capacity on daily basis with ease oflogistics and labour issues.
Your Directors believe that with the lockdown restrictions easing out in phase wiseacross country growth will return to normalcy in the coming quarters.
We would like to iterate that the Company accords the highest priority to the safetyand well-being of its employees customers vendors business partners and the communitiesin which it operates. The Company continues to closely monitor the rapidly changingsituation while ensuring adherence to Government guidelines and advisories in additionto its own Internal Control and Corporate Governance standards.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the statutory auditors nor the secretarialauditors reported to the Audit Committee of the Board under section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A detailed review of operations performance and future outlook of your Company isgiven separately under the head Management Discussion & Analysis Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors' Report for the year ended March 31 2020 is given in a separateAnnexure to this Report as Annexure III.
The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment andremuneration) rules 2014 is not being sent along with this report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theregistered office of the Company. the aforesaid Annexure is also available for inspectionby the Members at the registered office of the Company 21 days before the 35th AnnualGeneral Meeting and up to the date of the ensuing Annual General Meeting during thebusiness hours on working days.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
the particulars relating to energy conservation technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134 (3)(m) of theCompanies Act 2013 read with rule 8(3) of the Companies (Accounts) rules 2014 areprovided in the Annexure - IV to this report.
Annual return of the Company has been placed on the Company's websitewww.hindustanfoodslimited.com.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace(prevention prohibition and redressal) Act 2013 and the rules made there under yourCompany has formulated an internal policy on Sexual Harassment at Workplace (preventionprohibition and redressal). the policy aims at educating employees on conduct thatconstitutes sexual harassment ways and means to prevent occurrence of any such incidentand the mechanism for dealing with such incident in the unlikely event of its occurrence.
the Internal Complain Committee('ICC') is responsible for redressal of complaintsrelated to sexual harassment of women at the workplace in accordance with proceduresregulations and guidelines provided in the policy.
During the year under review there were no complaints referred to the ICC.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company is in compliance with the applicable Standards issued by the Institute ofCompany Secretaries of India and approved by the Central Government under Section 118 (10)of the Companies Act 2013.
pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesthereunder the Board of Directors of Your Company has appointed CS pankaj Desaipracticing Company Secretary to conduct the Secretarial Audit. The Secretarial Auditreport for the Financial Year ended March 31 2020 forms a part of this Annual report asAnnexure V. The same is self explanatory and requires no comments.
It has been the endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this Annualreport:
(i) Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement personnel;
(ii) Management Discussion and Analysis;
(iii) report on Corporate Governance and;
(iv) practicing Company Secretary Certificate regarding compliance of conditions ofcorporate governance.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance andco-operation received from the Government authorities banks customers businessassociates and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.
| ||For and on behalf of the Board of Directors || |
| ||Sameer R. Kothari ||Ganesh T. Argekar |
|Mumbai. ||Managing Director ||Executive Director |
|August 26 2020 ||DIN: 01361343 ||DIN: 06865379 |