On behalf of the Board of Directors hereby present the 27th Annual Reporton the business and operations of the Company containing Audited statements of Accountstogether with Auditors' Report for the year ended March 31 2019.
|01. FINANCIAL HIGHLIGHTS || || |
| || ||(Rs. In lacs) |
|Particulars ||For the Year Ended 31.03.2019 ||For the Year Ended 31.03.2018 |
|Total Revenue ||82.08 ||49.60 |
|Total Expenditure excluding Depreciation Amortization Expenses and Financial Charges ||203.40 ||162.16 |
|Depreciation and Amortization Expenses ||29.60 ||44.36 |
|Financial Charges || || |
|Profit/(Loss) before Extraordinary Item ||-149.14 ||-152.40 |
|Extraordinary Item ||- ||- |
|Profit/(Loss) before Tax ||-149.14 ||-152.40 |
|Tax Expenses ||7.59 ||-7.86 |
|Net Profit/(Loss) after Tax ||-141.55 ||-160.27 |
During the period under report the Company achieved a turnover of Rs. 82.08 lacsascompared to Rs. 49.60 lacs for the previous year. Your Company performed good as industryposition during the year. However your Directors are of the opinion that the company hasthe immense potential and adequate resources to achieve the rapid rate of growth in thecoming years. Keeping in view of the future expansion plan the company needs workingcapital funds. Your Board is planning for infusion of funds by way of equity and alsoplanning for some bank financing.
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 reserves as per Financial Statement.
04. CAPITAL STRUCTURE
There was no change in the company's issued subscribed and paid up equity sharecapital during the period under the review.
05. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business carried on during the financial yearunder the review.
06. NUMBER OF MEETINGS
The detail of the number of Board and Audit Committee Meetings of your Company are setout in the Corporate Governance Report which forms part of this Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
07. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS
Your Company has not given any loan guarantee or made any investment in any other bodycorporate as per the provision of Section 186 the Companies Act 2013 except as disclosedin the attached accounts.
08. INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to thesize of the company and with reference to financial statement. The internal financialcontrols have been regularly reviewed by the auditors of your company and no reportablematerial weakness in the design or operation was observed.
09. DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declaration from all the independent directors that they meetthe criteria of independence as laid down under section 149(6) of the Companies Act 2013read with Schedule and Rules issued thereunder and also in accordance to Securities andExchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015.
10. NOMINATION AND REMUNERATION COMMITTEE
The Details Pertaining to the Composition of the Nomination and Remuneration Committeeis included in the corporate governance report which forms part of this Report.
11. STATE OF COMPANY AFFAIRS
Your company is a going concern. The shares of your company are listed on Bombay StockExchange Limited. Your company is engaged in the production of Diary products.
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or materials order have been passed by any regulators or court ortribunals impacting the going concern status and future operation of your company.
13. MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitment affecting the financial position of your companyfrom the financial year ending on 31st March 2019 till the date of thisreport.
14. AUDIT COMMITTEE
The detail of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report form part of Director's Report.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment of Directors
In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of AssociationDirectors seeking Appointment/ Re-appointment:
1. Mr. Bharat Bhushan Raina(DIN: 02154557) Director of the Company retires byrotation and being eligible offers herself for reappointment.
2. Regularisation of Additional Director Mr. Ravi Jaisalmeria (DIN: 03604301) byappointing him as Director of the Company
3. Regularisation of Additional Independent Director Mr. Sanjiv Sharan (DIN:07340257) by appointing him as an Independent Director of the Company.
4. Regularisation of Additional Independent Director Mr. Prashant Chandra Pande (DIN:0008527342) by appointing him as an Independent Director of the Company
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.
Change in Key Managerial Personnel
During the year Ms. Preeti Varshney Company Secretary KMP and Compliance Officer ofthe Company have been appointed to fill the casual vacancy caused by the resignation ofMs. JyotiSharma from the service of the Company. The resignation & appointment waseffective from 10th April 2019 & 11th April 2019 respectively.
Mr. Rahul Garg (DIN No. 00282127) expressed his inability to continue on the Board as aDirector due to some personal occupation. The resignation was effective from 08.07.2019.
Late Sh. Mahesh Chandra Saxena ceased from the directorship of the Company due to hissad demise on 08.05.2019.
16. 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
17. RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your company already has"Risk Management Policy" in writing which is also uploaded on the website of theCompany. The policy is regularly updated taking in to consideration the changes place inthe business environment. Your company manages monitors and reports on the principal risksand uncertainties that can impact its abilities to achieve its strategic objectives. Thedetail of the policy is set out in the Corporate Governance which forms part of thisReport.
18. 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.
19. DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134 sub section 5 of the Companies Act 2013 regarding theDirectors' Responsibility Statement it is hereby stated:
a) that in the preparation of the annual accounts for the year ended 31.03.2019 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 as at 31.03.2019 and of the profit or loss of the company for the yearended 31.03.2019.
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 withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
20. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s AMJ & Associates Practising Company Secretary to undertake theSecretarial Audit of the Company.
21. SECRETARIAL AUDITORS REPORT
The Secretarial Auditor's Report of the Company for the Year ended March 31 2019 areself explanatory and requires no comments. The Report of the Secretarial Auditor isannexed to the Report as per Annexure "A"
22. STATUTORY AUDITORS
The Auditors M/s. Manoj& Associates Chartered Accountants (Firm Registration No.012867N) be appointed as statutory auditors of the Company to hold office from theconclusion of 25th Annual General Meeting (AGM) until the conclusion of the 30thAnnual General Meeting of the Company and offer them for re-appointment. Certificatereceived from the Auditors has been received to the effect that their ratification ifmade would be within the limits prescribed under the Companies Act.
23. AUDITORS' REPORT
The Auditor's Report on the Annual Accounts of the Company for the Year ended March 312019 are self explanatory and requires no comments. There is no qualification or adverseremarks on the stand-alone financials of the Company.
24. INTERNAL AUDITORS
The Board of Directors of your Company has appointed Internal Auditors pursuant to theprovisions of Section 138 of the Companies Act 2013.
The securities of the Company are listed at BSE Limited. The Shares of the Company havebeen traded at BSE trading platform. The Company has paid annual listing fees to the StockExchange for the financial year 2019-20.
26. EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT-9 in accordancewith the provision of Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure B tothis report.
27. 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-IndependentDirectors Chairman and the Board as a whole was done at a separate meeting held byIndependent Directors.
28. RELATED PARTY TRANSACTION
None of the transactions with any of related parties were in conflict with theCompany's interest. Suitable disclosure as required by the Accounting Standards (AS-18)has been made in the notes to the Financial Statements.
29. 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 AnnexureC.
30. VIGIL MECHANISM
Your company is committed to high standards of ethical moral and legal businessconduct. Accordingly your company has established the Whistle Blower Policy which is incompliance with the provision of Section 177(10) of Companies Act 2013 and Regulation 22of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 for directors andemployees of the Company to report genuine concerns or grievances. The vigil mechanismprovides the safeguard against the victimization of person who uses such mechanism. TheCompany has framed the Whistle Blower Policy which is periodically reviewed by the AuditCommittee and the Board. During the financial year 2018-19 all the directors and employeehad full access to approach the vigil mechanism officer. No complaint was received duringthe year 2017-18 of any sort from any directors and employee of your company.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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".
32. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES
None of the Company has become or ceased to become the subsidiary joint venture orassociate of your Company during the financial year 2018-19.
33. 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.
During the year under review your company has not accepted any deposits from thePublic under Section 73 of the Companies Act 2013 and rules made thereunder.
35. CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of the Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on your Company as the net profit of the Company belowRs. 5 Crore. Therefore your Company has not constituted CSR committee for this purpose.
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.
37. INVESTOR GRIEVANCES
The Company and investors relation has been cordial during the period under report andthere are no complaints pending for Redressal.
38. 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.
39. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirement of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
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 recognize 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 |
| ||R/o: B-2 Friends Colony West |
| ||Mathura Road New Delhi-110065 |
|Date: 31.08.2019 || |
|Place: Kurukshetra (Haryana) || |