Your Directors have pleasure in presenting the 12th Annual Report andaudited financial accounts for the year ended 31st March 2018. The performanceof the Company for the year ended on March 31 2018 is summarized below;
|1. Financial Highlights || ||(Amt. In Lakh) |
|Particulars ||2017-18 ||2016-17 |
|Total Income ||17797.09 ||14865.91 |
|Total Expenditure ||17288.26 ||14482.57 |
|Profit Before Exceptional Items Prior Period Items and Tax ||508.83 ||383.34 |
|Exceptional Items ||- ||- |
|Profit Before Prior Period Items and Tax ||508.83 ||383.34 |
|Prior Period Items ||- ||16.42 |
|Profit Before Tax ||508.83 ||366.92 |
|Less: Tax Expenses (including deferred tax) ||189.53 ||138.92 |
|MAT Credit Availed ||- ||- |
|Tax Adjustments ||2.57 ||2.04 |
|Profit After Tax (PAT) ||316.73 ||225.96 |
2. Brief description of the Company's working during the year/State of Company'saffair
The Company is carrying out the manufacturing of food products like Ghee and Mangodi.We are also engaged in the marketing of Saffron Poha and Dalia. Our products portfolioincludes Ghee Godhenu Cow Ghee Naman's Gold Ghee Poha Mangodi Daliya Boondi RaitaPapad and Polki Refined Groundnut Oil and are marketed under its own brand name"Naman's" and "Godhenu".
There has been no change in the business of the Company during the financial year endedMarch 31 2018. Your Company recorded a tremondous performance during the year.
Total Revenue stood at Rs. 17797.09 Lakhs.
Net Profit after Tax during the year stood at Rs. 316.73 Lakhs.
Earning per share of the Company stood at 3.09 per share having face value of 10 each.
3. Board of Directors
In accordance with the provisions of section 149 152 and other applicable provisionsof the Companies Act 2013 one third of the such of Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery AGM. Consequently Mrs. Jinko Devi Koolwal Director will retire by rotation at theensuring Annual General Meeting and being eligible offer herself for re-appointment. TheBoard recommends their re-appointment for the consideration of Members of the Company atthe ensuring Annual General Meeting. A brief resume of the Director proposed to bere-appointed is furnished in the notice of the AGM. During the year under review therewere appointment of Shri Sanjay Sethi as an Indepdent Director in Annual Genral Meetingand Shri Nand Lal Pancharia and Shri Harsh Agarwal as an Additional Indepdent Director inboard meeting dated 05th October 2017 and 25th October 2017 andthere was change in designation of Shri Raakesh B. Kulwal as a Chairman and MangingDirector of the Company w.e.f 01st September 2017 apart from this there is nochange in the Board of Directors of the Company.
4. Number of Meetings of the Board
During the Financial Year 2017-18 the Company held 11 (Eleven) Board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.
|S.No ||Date of Meeting |
|1. ||12th May2017 |
|2. ||17th July 2017 |
|3. ||30th July 2017 |
|4. ||01st September 2017 |
|5. ||05th October 2017 |
|6. ||10th October 2017 |
|7. ||12th October 2017 |
|8. ||25th Ocotober 2017 |
|9. ||19th December 2017 |
|10. ||10th January 2018 |
|11. ||15th March 2018 |
|S.No. ||Name of Director ||No. of Board Meetings Attended ||Attendance of the last AGM held on 26.09.2017 |
|1. ||RAAKESH B KULWAL DIN:00615150 ||11 ||Present |
|2. ||JINKO DEVI KOOLWAL DIN: 02531975 ||11 ||Present |
|3. ||SANJAY SETHI DIN:07652384 ||4 ||N.A |
|4. ||NAND LAL PANCHARIA DIN:07951887 ||3 ||N.A |
|5. ||HARSH AGARWAL DIN:07972445 ||2 ||N.A |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
5. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
|S.No. ||Name of Person ||Designation |
|1. ||Raakesh B Kulwal ||Chairman & Managing Director |
|2. ||Jinko Devi Koolwal ||Director |
|3. ||Pankaj Kumar Mathur ||Chief Financial Officer |
|4. ||Khushbu Agarwal ||Company Secretary |
During the year under review there is Change in designation of Shri Raakesh B. Kulwalas Chairman & Managing Director w.e.f 01st September 2017 and there wereappointment of Shri Pankaj Kumar Mathur as Chief Financial Officer and Ms. Khushbu Agarwalas Company Secretary apart from that there was no change in the KMP's of the Company.
The Board of Directors of Company is a balanced one with an optimum mix of Executiveand Non Executive Directors. They show active participation at the board and committeemeetings which enhances the transparency and adds value to their decision making..
6. Committees of the Board
The Board of Directors have the following committees:
1. Audit Committee
2. Nomination and Remuneration/Compensation Committee
3. Stakeholder/Investors Grievance Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided as under:
(a) Audit committee:
The Audit Committee comprised of 3 members as on 31st March 2018. Meetingof the Members of Audit Committee held one's dated 15th March2018 and thedetail of the composition of the Audit committee along with their meetings held/attendedis as follows:
|Name of Director ||Designation ||No. of Meetings Attended |
|Sanjay Sethi ||Non-Executive & Independent Director ||1 of 1 |
|N.L.Pancharia ||Non-Executive & Independent Director ||1 of 1 |
|Raakesh B. Kulwal ||Executive & Non- Independent Director ||1 of 1 |
(b) Nomination and Remuneration Committee:
The Committee comprised of 3 members as on 31st March 2018. Meeting of theMembers of Nomination and Remuneration Committee held one's dated 16th March2018 and the detail of the composition of the Nomination and Remuneration Committee alongwith their meetings held/attended is as follows:
|Name of Director ||Designation ||No. of Meetings Attended |
|Sanjay Sethi ||Non-Executive & Independent Director ||1 of 1 |
|N.L. Pancharia ||Non-Executive & Independent Director ||1 of 1 |
|Jinko Devi Koolwal ||Non-Executive Director ||1 of 1 |
(c) Stakeholder committee:
The Committee comprised of 3 members as on 31st March 2018. There was nomeeting held during this FYand the detail of the composition of the Stakeholder committeealong with their meetings held/attended is as follows:
|Name of Director ||Designation ||No. of Meetings Attended |
|Sanjay Sethi ||Non-Executive & Independent Director ||NA |
|N.L. Pancharia ||Non-Executive & Independent Director ||NA |
|Raakesh B. Kulwal ||Executive & Non- Independent Director ||NA |
7. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Compensation andStakeholder /Investor's Grievance Committees.
During the year in terms of the requirements of the Companies Act 2013 and ListingRegulations Board Evaluation cycle was completed by the Company internally which includedthe Evaluation of the Board as a whole Board Committees and Directors. The exercise wasled by the Independent Director of the Company. The Evaluation process focused on variousaspects of the functioning of the Board and Committees such as composition of the Boardand Committees experience performance of specific duties and obligations governanceissues etc.
The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors. Based on the outcome of the Evaluation the Board andCommittees have agreed on an action to further improve the effectiveness and functioningof the Board and Committees. The Chairman of respective Board Committees also shared theresults of evaluation with the respective Committee Members
8. Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
9. Finance & Accounts
Your Company prepares its Financial Statements in compliance with the requirements ofthe Companies Act 2013 and Accounting Standards. The estimates and judgments relating tothe Financial Statements are made on a going concern basis so as to reflect in a true andfair manner. The form and substance of transactions are reasonably present the Company'sstate of affairs profits and cash flows for the year ended March 31 2018.
(a) Statutory Auditor
The Statutory Auditors of the Company M/s. J K Sarawgi & Company. CharteredAccountants (Firm Registration Number: 006836C) have audited the Financial Statements ofthe Company. The Statutory Auditors who were appointed by the board of Directors in itsMeeting held of on 21st May 2018 to fill the casual vacancy created by thedis-qualifiaction of M/s. G.S. Tatiwala & Co. as they were not peer reviewed andappointed to hold office upto the conclusion of 17th (Seventeenth) Annual General Meeting.
The Company has received consent letter from M/s. J K Sarawgi & Company CharteredAccountants to the effect their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forsuch appointment within the meaning of Section 141 of the Companies Act 2013.
REPORTING OF FRAUDS BY AUDITORS
For the Financial year 2017-18 the Statutory Auditor has not reported any instances offrauds committed in the Company by its Officers or Employees.
(b) Secretarial Auditor
In terms of Section 204 of Companies Act 2013 and rules made there under the Companyhas appointed M/s Arms & Associates LLP a firm of Company Secretaries in Practice(C.P. No. 9320) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE B'andforms part of this report. No adverse comment has been made in the said report by thePracticing Company Secretary.The report is self-explanatory and do not call for anyfurther comments.
(c) Internal Audit
Our company got listed on BSE SME Platform on 12th January 2018. Thereforethe provisions of Section 138 of the Companies Act 2013 and The Companies (Accounts)Rules 2014 applicable on company after 12th January 2018 and Company hasappointed M/s Khandelwal Nitin & Associates in its Board Meeting held on 10th July2018.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.
All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements.
12. Vigil Mechanism/Whistle Blower Policy
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 Companyhttp:// www.namans.co.in
13. 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 A'.
14. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
During the year your Company was converted into a Public Limited Company and the nameof our Company was changed from "Jhandewalas Foods Private Limited" to"Jhandewalas Foods Limited" in the Annual General Meeting by a specialresolution dated September 26 2017.A fresh Certificate of Incorporation consequent uponconversion into public limited company was issued to our Company on September 29 2017 bythe Registrar of Companies Jaipur Rajasthan.
Your company got listed on BSE SME Platform on 12th January 2018 we came up with anIPO of 1600.50 lakhs to meet the working capital requirements.
15. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by the Regulators/courts that wouldimpact the going concern status of the Company and its future operations.
16. Acceptance of Deposits
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
17. Particulars of loans guarantees or investments
Details of Loan Guarantees and investments covered under the provisions of section 186of the Companies Act 2013 are given in the notes to Financial Statements.
18. Particulars of contracts or arrangements with related parties
All transactions entered with the Related Parties during the financial year were in theordinary course of business and on arm's length basis and do not attract the provisions ofsection 188 of the Companies Act 2013 and rules made there under ANNEXURE -E
Related party transactions have been disclosed under the Note No.8 of significantaccounting policies and notes forming part of the financial statements in accordance with"Accounting Standard 18". A statement in summary form of transactions withrelated parties in the ordinary course of business and on arm's length basis isperiodically placed before the Audit committee for review and recommendation to the Boardfor their approval.
None of the transactions with related parties were in conflict with the interest of theCompany. All the transactions are in the normal course of business and have no potentialconflict with the interest of the Company at large and are carried out on an arm's lengthbasis or fair value.
The policy on Related Party Transactions and materiality dealing with related partytransactions as approved by the Board of Directors has uploaded on the website of thecompany at http://www.namans.co.in
19. Listing with Stock Exchanges
Your Company's shares are listed on the Bombay Stock Exchange SME Platform (BSE). TheSecurities and Exchange Board of India (SEBI) on 12th January 2018 issuedSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The saidregulations were effective after listing on SME Platform (BSE).
Accordingly all listed entities were required to enter into the listing agreementwithin six months from the effective date. Your Company entered into Listing Agreementwith BSE Limited within the stipulated time period given.
20. Corporate Governance
The provision as per Regulation 34(3) read with schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to Company
21. Environment and Safety
The Company is conscious of the importance of environmentally clean and safeoperations. The Company Policy requires conduct of operations in such a manner so as toensure of all concerned compliances environmental regulations and preservation ofnatural resources.
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified. Under the said Act every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
The Company has been employing women employees in various cadres within the factorypremises. Your Company has set up Internal Complaints Committee for implementation of saidpolicy. Complaints received if any are regularly monitored by women line supervisors whodirectly report to the Chairman & Managing Director. During the financial year 2017-18your company has not received any complaint of harassment and hence no compliant isoutstanding as on March 31 2018 for redressal.
For the period under review the Board is not transferring any amount to General ReserveAccount of the Company
Your Company has always strived to maintain a balance by providing an appropriatereturn to the shareholders while simultaneously retaining a reasonable portion of theprofit to maintain healthy financial leverage with a view to support and sustain thefuture growth. Hence the Board has not recommended any dividend for the year 2017 2018.
24. CAPITAL STRUCTURE
During financial year there were change in the capital structure of Company. Companyhas increased its Authorised and Paid up capital of the company. The company got listed onBSE SME Platform on 12th January 2018 with an IPO of 1600.50 lakhs.
The Authorised Share Capital of Company is Rs. 12 Crores and Paid up share Capital ofCompany is Rs.10.26 Crores.
25. RISK MANAGEMENT POLICY
Your Company has an elaborate Risk Management procedure which is based on threepillars: Business Risk Assessment Operational Controls Assessment and Policy Complianceprocesses. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. Some of the identified risksrelate to competitive intensity and cost volatility.
To sustain and grow in global market one must be ready for some level of uncertainty.Greater the uncertainty higher the risk. The risk management function is integral to theCompany and its objectives include ensuring that critical risks are identifiedcontinuously monitored and managed effectively in order to protect the Company's business.The Company operates in an environment which is affected by various factors some of whichare controllable while some are outside the control of the company. The Companyproactively takes reasonable steps to identify and monitor the risk and makes efforts tomitigate significant risks that may affect it. Some of the risks that are potentiallysignificant in nature and need careful monitoring are listed here under:
Macroeconomic FactorsPolitical Factors Product portfolio Competition from productlaunches Talent acquisition & retention Continuance and growth of channel partnersHigh dependence on suppliers Geographic concentration Changes in government policy andlegislation Raw Material Price Increase Foreign Exchange Fluctuation
26. Corporate Social Responsibility
The provisions of Corporate Social Responsibility does not apply to the Company duringthe FY 2017-18.
27. PROHIBITION OF INSIDER TRADING
With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct for Prohibition of Insider Trading.
28. INVESTOR GRIEVANCE REDRESSAL
The number of complaints received and resolved to the satisfaction of investors duringthe year under review. There were no pending complaint or share transfer cases as on 31stMarch 2018 as per the certificate given by RTA.
29. MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director.
During the year under review the independent directors met on 31.03.2018 inter aliato discuss:
1. Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.
2. Evaluation of the performance of the chairman of the Company taking into accountthe views of the Executive and Non- Executive directors.
3. Evaluation of the quality content and timeliness of flow of information between themanagement and the board that is necessary for the board to effectively and reasonablyperform its duties.
30. Director's Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that-
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; (ii) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;(iv) the directors had prepared the annual accounts on a going concern basis; and (v) thatthe directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(vi) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
31. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
32. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in the separate section forming part of this Annual Report.
33. Statutory Information
As per section 134(3) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 the information on conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed in ANNEXURE C' an integral partof this report.
In terms of provisions of section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided hereunder.Further the disclosures pertaining to remuneration and other details as requiredundersection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed in ANNEXURED' an integral part of this report.
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour company for the financial year 2017-18.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings.
4. There were no frauds found which have been reported to the Audit Committee/ Boardmembers as well as to the Central Government. Further there was no fraud reported byauditors under section 143 (12) of the Companies Act 2013
35. Appreciation and Acknowledgments
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and co-operation your company has been receiving from its SuppliersRetailers Dealers & Distributors and other associated with the Company. The Directorsalso take this opportunity to thank all Investors Clients Vendors Banks Government& Regulatory Authorities and Stock Exchange for their continued support.
| ||For & on behalf of the Board |
| ||Sd/- |
| ||RAAKESH B. KULWAL |
| ||Chairman & Managing Director |
|Jaipur 16th August 2018 ||DIN: 00615150 |