Your Directors have pleasure in presenting the 13th Annual Report and audited financialaccounts for the year ended 31st March 2019. The performance of the Companyfor the year ended on March 31 2019 is summarized below;
|1. Financial Highlights || ||(Amt. In Lakh) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||15497.18 ||17797.09 |
|Total Expenditure ||16657.86 ||17288.26 |
|Profit/(Loss) Before Exceptional Items Prior Period Items and Tax ||(1160.68) ||508.83 |
|Exceptional Items ||- ||- |
|Profit/(Loss) Before Prior Period Items and Tax ||(1160.68) ||508.83 |
|Prior Period Items ||633.06 ||- |
|Profit/(Loss) Before Tax ||(1793.74) ||508.83 |
|Less: Tax Expenses (including deferred tax) ||(206.82) ||189.53 |
|MAT Credit Availed ||- ||- |
|Tax Adjustments ||- ||2.57 |
|Profit /(Loss) After Tax (PAT) ||(1586.92) ||316.73 |
2. Brief description of the Companys working during the year/State ofCompanys affair
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 NamansGold Ghee Poha Mangodi DaliyaBoondiRaitaPapad and Polki Refined Groundnut Oil and are marketed under its own brand name"Namans" and "Godhenu".
During the year under review there has been unexpected fluctuation in Raw materialprices and our suppliers of material suspended the supply of material which affected ourproduction and which in turn decreased the revenue from 17797.09 lakhs to 15497.18 lakhsas compared with the previous year. As a result of increase in prices of raw material andun-ability to pass on the increase in the market due to increased competition the Companyincurred a loss of Rs.1586.92 lacs after tax during the year under review as against netprofit of Rs.316.73 lakhs in the previous year.
During the year the company has booked a loss of Rs.633.06 lakhs on account ofDiminition in value of stocks related to previous year.
Management is taking all necessary steps to boost demand of its products in the marketand making all efforts to procure the raw material at competitive rates so thatperformance of company is improved in future.
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. In accordance with the provision of section 168 and other applicable provisionsof the Companies Act 2013 Mr. Sanjay Sethi (DIN:07652384) resigned from the board as anIndependent Director w.e.f. 05th October 2018 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 2018-19 the Company held 14 (Fourteen) Board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.
|S.No ||Date of Meeting |
|1. ||21st May2018 |
|2. ||30th May 2018 |
|3. ||30th July 2018 |
|4. ||16th August 2018 |
|5. ||13th September 2018 |
|6. ||17th September 2018 |
|7. ||01st October 2018 |
|8. ||25th October 2018 |
|9. ||30th October 2018 |
|10. ||31st October 2018 |
|11. ||14th November 2018 |
|12. ||31st December 2018 |
|13. ||15th January 2019 |
|14. ||7th March 2019 |
|S. No. ||Name of Director ||No. of Board Meetings Attended ||Attendance of the last AGM held on 14.09.2018 |
|1. ||RAAKESH B KULWAL ||14 ||Present |
| ||DIN:00615150 || || |
|2. ||JINKO DEVI KOOLWAL ||14 ||Present |
| ||DIN: 02531975 || || |
|3. ||SANJAY SETHI ||11 ||Absent |
| ||DIN:07652384 || || |
|4. ||NAND LAL PANCHARIA ||11 ||Absent |
| ||DIN:07951887 || || |
|5. ||HARSH AGARWAL ||14 ||Present |
| ||DIN:07972445 || || |
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. ||Annu Sharma ||Company Secretary |
There was appointment of Ms. Annu Sharma as Company Secretary in place of KhushbuAgarwal w.e.f. 01st October 2018 apart from that there was no change in theKMPs 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 2019. Meetingof the Members of Audit Committee held twice dated 21st May 2018 and 06thMarch 2019 and the detail of the composition of the Audit committee along with theirmeetings 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 ||2 of 2 |
|Raakesh B. Kulwal ||Executive & Non-Independent Director ||2 of 2 |
|Harsh Agarwal ||Chairman and Non-Executive Independent Director ||1 of 2 |
(b) Nomination and Remuneration Committee: The Committee comprised of 3members as on 31st March 2019. Meeting of the Members of Nomination AndRemuneration Committee held ones dated 6th March 2019 and the detail ofthe composition of the Nomination And Remuneration committee along with their meetingsheld/attended is as follows
|Name of Director ||Designation ||No. of Meetings Attended |
|Harsh Agarwal ||Chairman&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 31stMarch 2019.Meeting of the Members ofStakeholder Committee held ones dated 06th february2019 the detail ofthe composition of the Stakeholder committee along with their meetings held/attended is asfollows:
|Name of Director ||Designation ||No. of Meetings Attended |
|Harsh Agarwal ||Chairman & Independent Directors ||1 of 1 |
|Jinko devi Koolwal ||Non-Executive Director ||1 of 1 |
|Raakesh B. Kulwal ||Executive & Non-Independent Director ||1 of 1 |
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 and Stakeholder/ Investors 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.
There 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 reasonably present the Companysstate of affairs profits/ loss and cash flows for the year ended March 31 2019.
(a) Statutory Auditor
The Statutory Auditors of the Company M/s. J K Sarawgi & Company CharteredAccountants (Firm Registration Number: 006836C) has resigned on 04th May 2019.
In order to fill the casual vacancy created by their resignation the Company hasappointed M/s M S G
& Associates Chartered Accountants (FRN.:010254C) in the Extra Ordinary GeneralMeeting held on 29th June 2019 until the conclusion of ensuing Annual GeneralMeeting.
Further it is proposed to appoint M/s M S G & Associates Chartered Accountants(FRN.:010254C) for the term period of Five Financial years i.e. from 2019-2020 to2023-2024 from the conclusion of ensuing AGM.
The Company has received consent letter from M/ s. M S G & Associates CharteredAccountants (FRN.: 010254C) to the effect their appointment if made would be withinthe prescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013.
REPORTING OF FRAUDS BY AUDITORS
For the Financial year 2018-19the 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 Companyhave M/s Arms &Associates LLP a firm of Company Secretaries in Practice as aSecretarial Auditor of the Company. The Secretarial Audit Report submitted by them in theprescribed form MR-3 is enclosed as ANNEXURE B and forms part of this report.
(c) Internal Audit
Our companys Internal Auditor is M/s Khandelwal Nitin & Associates.
(d) Cost Auditor
In accordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 as amended from time to time our Companywas not required to appoint Cost Auditors for the previous Financial Year.
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 MGT 9as a part of this Annual Report as ANNEXUREA.
14. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys 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.
15. 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.
16. Particulars of loans guarantees or investments
The provisions of Section 186 of the Companies Act 2013 does not apply to the Companyduring the period under review.
17. 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 arms length basis and do not attract theprovisions of section 188 of the Companies Act 2013 and rules made there under ANNEXURE-E
Related party transactions have been disclosed under the Note No. 27 - 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 arms length basis isplaced before the Audit committee for review and recommendation to the Board for theirapproval. None of the transactions with related parties were in conflict with the interestof the Company. All the transactions are in the normal course of business and have nopotential conflict with the interest of the Company at large and are carried out on anarms length basis 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 athttp://www.namans.co.in
18. 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
19. 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 cadreswithin the factory premises. Your Company has set up Internal Complaints Committee forimplementation of said policy. Complaints received if any are regularly monitored bywomen line supervisors who directly report to the Chairman & Managing Director. Duringthe financial year 2018-19 your company has not received any complaint of harassment andhence no compliant is outstanding as on March 31 2019 for redressal.
For the period under review the Board is not transferring any amount to General ReserveAccount of the Company
In view of loss incurred during the year your Directors do not recommend any dividendduring the Financial Year 2018-19.
22. CAPITAL STRUCTURE
During financial year there was no change in the capital structure of Company.
23. RISK MANAGEMENT POLICY
Your Company has an elaborate Risk Management procedure which is based on the 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 Companysbusiness. The Company operates in an environment which is affected by various factors someof which are 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 hereunder: MacroeconomicFactors Political Factors Product portfolio Competition from product launches Talentacquisition & retention Continuance and growth of channel partners High dependenceon suppliers Geographic concentration Changes in government policy and legislation RawMaterial Price Increase Foreign Exchange Fluctuation
24. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company forthe FY 2018-19.
25. PROHIBITION OF INSIDERTRADING
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.
26. 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 2019 as per the certificate given by RTA.
27. MEETINGS OF INDEPENDENT DIRECTORS
The Companys Independent Directors meet at least once in every financial yearwithout the presence of Executive Directors or management personnel. Such meetings areconducted informally to enable Independent Directors to discuss matters pertaining to theCompanys affairs and put forth their views to the Lead Independent Director.
During the year under review the independent directors met on 30.01.2019 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.
28. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 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 andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (iv) the directors had prepared the annualaccounts on a going concern basis and (v) that the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare 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.
29. 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).
30. 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.
31. Statutory Information
As per section 134(3) of the Companies Act 2013 read with Rule 8(3) of theCompanies(Accounts)Rules2014 the information on conservation of energy technologyabsorption and foreign exchange earnings and outgo is annexed in ANNEXURE C anintegral part of 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 annexedin ANNEXURE D 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 2018-19.
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 section143 (12) of the Companies Act 2013.
33. LISTING OF SHARES
Your Companys shares are listed at SME platform of BSE Limited and the annuallisting fees for the year 2019-20 has been duly paid.
34. EXPLANATIONS OR COMMENTS BY THE BOARD ON
EVERY QUALIFICATION RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY AUDITOR INHIS REPORT
During the year under review there was no qualification reservation or adverse remarksor disclaimer made by Statutory Auditor in his report.
But the Secretarial Auditor has given the following opinions in his report:
1. We cannot comment on formation and holding of the Committees Meetings duringthe year under review as we were not provided with the Signed Copy of Minutes orAttendance Register of the Meetings.
2. The Company has delayed in uploading the Financial Statements for both the halfyears ending on 31st March 2018 and 30th September 2018 and Annual FinancialStatements for the Financial Year ending on 31st March 2018 as required under Regulation33 of SEBI (LODR) Regulations 2015.
3. There was mismatch in the Profit for the Financial Year ended on 31st March 2018filed with Registrar of Companies and Income Tax Department because of the re-valuationof the Stock.
4. As per the Financial Statements filed with the Registrar of Companies for thefinancial year ended on 31st March 2018 the provisions of Section 135 of the CompaniesAct 2013 were applicable on the Company but the Company has not spent any amount on theCSR Activities during the period under review.
5. The Company has not formed the CSR Committee as required under Section 135 of theCompanies Act 2013 and rules made thereunder;
6. The Company has given amount of Rs. 93324/- to M/ s. Jhanvi Jhandewalas Real EstateDevelopers Private Limited a Company under same management.
Directors Explanation on the Auditors Observation:
Your Directors have taken note of the opinions given by the Secretarial Auditor andgiving assurance to make the shortcomings good in the upcoming year and we have instructedthe secretarial department to provide adequate records to the auditors in future in orderto conduct audit in an efficient and effective manner
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 and Dealers & Distributors and other associated with the Company. TheDirectors also take this opportunity to thank all Investors Clients Vendors BanksGovernment & Regulatory Authorities and Stock Exchange for their continued support.
| ||For & on behalf of the Board |
| ||SD/- |
| ||RAAKESH B.KULWAL |
|Jaipur ||Chairman & Managing Director |
|3rd Septemer 2019 ||DIN:00615150 |