The Directors hereby present their 25th Annual Report on the business andoperations of the company and financial results for the year ended 31st March2017.
01. FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
|Particulars ||For the Year ||For the Year |
| ||Ended 31.03.2017 ||Ended 31.03.2016 |
|Total Revenue ||251.51 ||484.09 |
|Total Expenditure excluding Depreciation Amortization Expenses and Financial Charges ||146.09 ||386.02 |
|Depreciation and Amortization Expenses ||28.17 ||61.37 |
|Financial Charges || || |
|Profit/(Loss) before Extraordinary Item ||84.13 ||36.99 |
|Extraordinary Item || || |
|Profit/(Loss) before Tax ||84.13 ||36.99 |
|Tax Expenses ||0.00 ||(1.01) |
|Net Profit/(Loss) after ||84.13 ||38.00 |
|Tax || || |
During the period under report the Company achieved a turnover of Rs. 251.51 lacs ascompared to Rs. 484.09 lacs for the previous year.
Your Company performed good as industry position during the year However yourDirectors is of the opinion that the company has the immense potential and adequateresources to achieve the rapid rate of growth in the coming years.
03. DIVIDEND AND RESERVES
As per the working capital requirements in the Company your Directors do not recommendany dividend for the period under report and reserve as per Financial Statement.
During the year Five Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report.
In accordance with the requirements of the Companies Act 2013 and the Company sArticles of Association Mr. Bharat Bhushan Raina Director of the Company retires byrotation and being eligible offers herself for reappointment.
Your directors solicit your approval for the reappointment of the director.
Brief resume of Directors proposed to be re-appointed nature of their experience intheir specific functional areas name of the companies in which they hold directorship andmembership/ chairmanship of the Board Committees shareholding forms part of the notice.
06. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013read with the Rule 8 of The Companies (Accounts) Rules 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management.This is not only saves energy resources for future but also avoids wasteful utilization ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution. The Company is taking measures to achieve moreefficiency in power and fuel consumption. The quality of coal used is being monitored tobring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Efforts in brief made towards technology absorption adaption and innovation. TheCompany as a matter of policy exposes its technical staff to latest technologicaldevelopments by encouraging them to participate in domestic as well as global technicalseminars and expositions; this helps them to further improve their knowledge and skillswhich in turn results in better quality products and increased productivity. Benefitsderived as a result of the above efforts Product innovation and renovation improvement inyield product quality input substitution cost effectiveness and energy conservation asthe major benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO: NIL
07 . PARTICULARS OF EMPLOYEES:
During the year under report none of the employee of the Company was in receipt ofremuneration equal to/ exceeding the limit prescribed under section 197 of the CompaniesAct 2013.
08. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134 of the Companies Act 2013 regarding the DirectorsResponsibility Statement it is hereby stated:
a) that in the preparation of the annual accounts for the year ended 31.03.2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.
b) that the Directors have selected and applied such accounting policies consistentlyand the Directors have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for that period.
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; and
d) that the Directors have prepared the annual accounts on a going concern basis.
e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
09 . SECRETARIAL AUDITORS REPORT
The Secretarial Auditor s Report of the Company for the Year ended March 31 2017 areself explanatory and requires no comments. The Report of the Secretarial Auditor isannexed to the Report as per Annexure "A"
The Auditors M/s. Manoj & Associates Chartered Accountants (Firm Registration No.012867N) be appointed as statutory auditors of the Company in place of retiring auditorsM/s. Rajan K. Gupta & Co Chartered Accountants Delhi (Firm Registration No.005945C)to hold office from the conclusion of this 25th Annual General Meeting (AGM)until the conclusion of the 30th Annual General Meeting of the Company subjectto ratification by members every year as applicable at such remuneration and out ofpocket expenses as may be decided by the Board of Directors of the Company."
The Board recommends the appointment of M/s. Manoj & Associates CharteredAccountants the Statutory Auditors of the Company for the Financial Year 2017-2018.
11. AUDITORS' REPORT
The Auditor s Report on the Annual Accounts of the Company for the Year ended March 312017 are self explanatory and requires no comments. There is no qualification or adverseremarks on the stand-alone financials of the Company.
The securities of the Company are listed at BSE Limited The Shares of the Company havebeen traded at BSE trading platform.
13. CORPORATE GOVERNANCE
The Company has implemented the mandatory requirements of Corporate Governanceprovisions of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 voluntarily however the Provisions of Schedule V of SEBI (LODR)Regulations 2015 regarding Disclosure of Corporate Governance Report are not applicableto Company. The Report of the Corporate Governance is annexed to the Report as per Annexure"B"
14 . INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s Ankit P Jain & Co.Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions ofSection 138 of the Companies Act 2013.
15 . BOARD EVALUATION
Pursuant to the Provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an Annual Performance Evaluation of its ownperformance and the Directors individually.
The manner of evaluation of Non-Independent Directors Chairman and the Board as awhole was done at a separate meeting held by Independent Directors.
16. RELATED PARTY TRANSACTION
None of the transactions with any of related parties were in conflict with the Companys interest.
Suitable disclosure as required by the Accounting Standards (AS-18) has been made inthe notes to the Financial Statements.
17. EXTRACT OF ANNUAL RETURN
Pursuant to the Provision of Section 134(3)(a) of the Companies Act 2013 theExtracts of Annual Return in (Form-MGT-9) is annexed as per Annexure "C".
18. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this report as required underRegulation 34(2)(e) of SEBI (LODR) Regulations 2015 is attached separately to thisAnnual Report as per Annexure "D".
19. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21st April 2011 all members who areholding shares of the Company in physical mode are requested to register their e-mail IDswith the Company so as to enable the company to send all notices/ reports/documents/intimations and other correspondences etc. through e-mails in the electronic mode insteadof receiving physical copies of the same.
20. PUBLIC DEPOSIT
During the year under review your company has not invited any deposits from the PublicU/s 73 of the Companies Act 2013
Labour Management relations were cordial during the period under report. Your Directorswish to place on record their appreciation of the valuable contribution made by all theemployees to the business and operations of the company during the period under report.
22. INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period under report andthere are no complaints pending for redressal.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
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 Companyhas adopted a policy for prevention of Sexual Harassment of Women at workplace. During theyear Company has not received any complaint of harassment.
The Board of Directors acknowledge and place on record their support and cooperationextended to the Company by the Government of India and other Authorities FinancialInstitutions Banks Distributors and Suppliers etc. Your Directors also recognise andappreciate the untiring efforts and contributions made by the employees to ensureexcellent all round performance of your Company.
| ||For & On Behalf of Board of Directors |
| ||Of KMG Milk Food Limited |
| ||Sd/- |
| ||Basudev Garg |
| ||Chairman cum Whole Time Director |
| ||DIN: 00282038 |
|Date: 12.08.2017 || |
|Place: Kurukshetra (Haryana) || |