M K Proteins Ltd.
|BSE: 538420||Sector: Industrials|
|NSE: MKPL||ISIN Code: INE964W01013|
|BSE 00:00 | 28 Mar||M K Proteins Ltd|
|NSE 05:30 | 01 Jan||M K Proteins Ltd|
|BSE: 538420||Sector: Industrials|
|NSE: MKPL||ISIN Code: INE964W01013|
|BSE 00:00 | 28 Mar||M K Proteins Ltd|
|NSE 05:30 | 01 Jan||M K Proteins Ltd|
To The Members
Your directors have pleasure in presenting the 7th Annual Reporttogether with the Audited Statements of Accounts of the Company for the financial yearended 31st March 2019:
1. Financial Highlights:
2. Operations State of Company s affairs and Future Outlook:
Our Company is a manufacturing and trading organization having its production/refiningplant of Edible Oils. Our manufacturing process involves refining of Crude Oils to obtainRefined Rice Bran Oil Canola Oil Soya Bean Oil Sunflower Oil and Rice Bran BleachedOil. During the refining process certain by-products are also manufactured such as RiceBran Fatty Acid Oil Rice Bran Wax Gums and Spent Earth which are also saleable. Furtherit also imports crude oils process them and sell the finished product and trade in bothedible and non-edible oils. In the current year 2018-19 the Company has earned the totalrevenue from operation Rs.15677.30 Lacs against the previous year Rs.17164.36 whichreflects the fall of 8.66% due to overall recession in the market. However the net profitafter tax of the company is increased from Rs.220.35 Lacs to Rs.228.51 Lacs in the year2018-19. The management of the Company expect better results in the ensuing year becausethe product of the Company has demand since its nature of human consumption in theensuing financial year and years to come. We further inform that there is no change in thebusiness activities of the company in the current financial year.
No dividend has been recommended by the Directors this year and consequently no amountshave been transferred to general reserves.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any fund to general reserve out ofthe amount available for appropriation and an amount of surplus Rs.461.78 Lacs to beretained in the profit and loss account.
5. Change in Share Capital if any
There has been no change in Share Capital of the Company during the financial year2018-19.
6. Listing of Shares
The shares of the Company are listed on the Emerge SME Platform of the National StockExchange of India Limited w.e.f. 18 April 2017. Applicable listing fees have been paid upto date. The shares of the Company have not been suspended from trading at any time duringthe year by the concerned Stock Exchange.
The company has not accepted any deposits from the public during the year and as suchno amount on account of principal or interest on deposits from public was outstanding ason the date of the balance sheet.
As per the provisions of Section 152 of the Companies Act 2013 Sh. Parmod KumarDirector of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offered himself for re-appointment. The Board recommends hisre-appointment.
The notice convening the Annual General Meeting includes the proposal for appointmentof Director.
Further your Company has also received declarations from all the Independent Directorsof the Company confirming that they meet with the criteria of Independence as prescribedunder the Act and as per Listing Agreement with the Stock Exchanges.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the valuation of the working of itsvarious committees as per the criteria of evaluation provided in the NominationRemuneration and Evaluation Policy adopted by the Company. The performance evaluation ofIndependent Directors was carried out by the entire Board and the performance evaluationof the Chairman and the Board as a whole was carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 8 times during 2018-19. Themeetings were held on 12/04/2018 08/05/2018 30/05/2018 06/07/2018 28/08/201814/11/2018 23/01/2019 and 30/03/2019. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013.
11. Particulars of Loan given Investment made Guarantee given and Securitiesprovided:
There were no loans given investment made guarantee given and securities provided bythe Company under Section 186 of the Companies Act 2013 during the year under review andhence the said provision is not applicable.
12. Extract of Annual Return:
As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureI in the prescribed Form MGT-9 which forms part of this report.
13. Subsidiary Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary Joint Ventures or Associate Concerns as on 31stMarch 2019.
14. Corporate Governance:
The Company has been exempt from reporting on Corporate Governance as per Regulation 15of the SEBI (Listing Obligation and Disclosure requirements) Regulation 2015. ThereforeCorporate Governance Report is not provided.
15. Management s Discussion and Analysis Report
Management s Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing obligation and Disclosure Requirements) Regulations 2015 asapplicable is presented in a separate section forming part of the Annual Report.
16. Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors hereby confirm that:
i) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standard have been followed and there are nomaterial departures;
ii) they have 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 as at 31st March 2019 and of the profitof the Company for the period from 1st April 2018 to 31st March2019;
iii) they have taken proper and sufficient care 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;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
17. Contract and arrangements with Related Parties:
The Company s policy on dealing with related party transactions has been formulated andamended from time to time. All contracts/arrangements/ transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon the arm s length basis. There are no materially significant related party transactionsmade by the company with promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the companyat large. Your Directors draw attention of the members to Note 29(f) to the financialstatements which set out related party disclosures pursuant to listing agreement.Information on transactions with related parties pursuant to Section 134(3)(h) of the Actread with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IIin Form AOC-2 and the same forms part of this report.
18. Auditor and Auditors Report:
M/s Jayant Bansal & Co. Chartered Accountants Ambala Cantt Statutory Auditors ofthe company holds office till the conclusion of the ensuing Annual General Meeting andare eligible for appointment and approval of their appointment for the financial yearsending 31st March 2020 to 31st March 2022.
M/s Jayant Bansal & Co. Chartered Accountants Ambala Cantt who were appointed asStatutory Auditors for a period of 4 years from 31st March 2016 to 31stMarch 2019 being eligible for appointment and approval at this Annual General Meeting haveagreed to act Statutory Auditors to the Company for the financial years ending 31stMarch 2020 to 31st March 2022.
As required under the provisions of section 139(1) of the Companies Act 2013 thecompany has received a written consent from M/s Jayant Bansal & Co. CharteredAccountant to their appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in section- 141 of Companies Act 2013.The Board recommends their appointment for the financial years ending 31st March2020 to 31st March 2022.
The report of Statutory Auditors (appearing elsewhere in this Annual Report) isself-explanatory having no adverse comments. There were no instances of fraud reported bythe Statutory Auditors to the Central Government or to the Audit Committee of the Companyas indicated under the provisions of Section 143(12) of the Companies Act 2013.
Further auditor s report for the financial year ended 31st March 2019 isgiven as an annexure which forms part of this report.
19. Secretarial Auditors:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s J. P. Jagdev & Co. Ambala City a firm of Company Secretaries inpractice to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report for the financial year ended 31st March 2019 is annexed herewithas Annexure III to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
20. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
21. Risk Management:
The board of the Company has formed a risk management committee to frame implementand monitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
22. Internal Control System and their adequacy:
The Company s internal controls are commensurate with the size of the company and thenature of its business. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies. Thecompany has an audit committee the details of which are provided in the CorporateGovernance Report. The audit committee reviews the internal control system and follows upon the implementation of corrective actions if required. The committee also meets thecompany s statutory auditors to ascertain interalia their views on the adequacy ofinternal control system in the Company and keeps the Board of Directors informed of itsmajor observations from time to time. The management also regularly reviews theutilization of fiscal resource compliance with law efficiencies so as to ensure optimumutilization of resources and achieve better efficiencies. Based on its evaluation (asdefined in section 177 of Companies Act 2013) our audit committee has concluded that asof March 31 2019 our internal financial controls were adequate and operatingeffectively.
23. Vigil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a whistle blowerpolicy in line with the provisions of the Section 177(9) and (10) of the Companies Act2013 and regulation 22 of the Listing Regulations which deals with the genuine concernsabout unethical behaviour actual or suspected fraud and violation of the Company s Codeof Conduct and ethics.
24. Committees of Board:
The Board of Directors of your Company had already constituted various committees incompliance with the provisions of the Companies Act 2013 and Listing Agreement viz. AuditCommittee Nomination and Remuneration Committee and Shareholder s/Investor s RelationshipCommittee. All decisions pertaining to the constitution of committees appointment ofmembers and fixing the terms of reference / role of the Committees are taken by the Boardof Directors. Detail of the role and composition of Committees including the number ofmeetings held during the financial year and attendance at meetings are provided inannexure - IV which forms part of this report.
25. Conservation of Energy Technology absorption and foreign exchange earning andoutgo:
Information required under Section 134(3) (m) of Companies Act 2013 read withCompanies (Accounts) Rules 2014 is given as under:
(A) Conservation of energy:
(i) The steps taken or impact on conservation of energy:
The Company is using Government supply of electricity and own generation by itsgenerators.
(ii) The steps taken by the company for utilizing alternate sources of energy:
There are no alternate sources of energy with the Company.
(iii) The capital investment on energy conservation equipments: Investment on energyconservation equipments is made wherever it is possible mostly it is NIL.
(B) Technology absorption:
(i) The efforts made towards technology absorption:
Plant and machinery are indigenous and no machinery and technology has been imported bythe Company
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:
Indigenous machinery is state of Art and the company derives benefits on cost reductionof production.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- :
No technology has been imported by the Company.
(iv) The expenditure incurred on Research and Development: No specific expenditure isincurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company s main line of business is processing of vegetable edible oils. The Companyhas achieved Export Turnover of Rs. Nil during the year under report 2018-19as compared to Rs. Nil in the previous year 2017-18. However the Companyhas incurred expenditure in foreign currency for import of material. The details of thesame are given below: -
26. Nomination Remuneration and Evaluation Policy:
The Nomination Remuneration and Evaluation Policy recommended by the Nomination andRemuneration Committee is duly approved by the Board of Directors of the Company and thesame are provided in annexure IV which forms part of this report.
27. Human Resources:
Your Company treats its human resources as one of its most important assets and hastaken continuous efforts to set up and maintain an efficient work force. The company iscontinuously taken steps towards maintaining a low attrition rate which it believes shallbe achieved by investing in learning and development programmes for employees competitivecompensation creating a compelling work environment empowering employees at all levelsas well as a well-structured reward and recognition mechanism.
28. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
Note: The Company has not given any remuneration/benefits tonon-executive/independent directors of the company during the year 2018-19 exceptdirectors sitting fee Rs.250000.000 to Non-executive Independent directors.
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
c. The percentage increase in the median remuneration of employees in the financialyear: 2.5%
d. The number of permanent employees on the rolls of Company: 34 Employees as on31st March 2019.
e. The explanation on the relationship between average increase in remuneration and
Company performance: The performance of the Company for the current financial yearis better than the previous year. The Company has minor increase in remuneration toExecutive Director/key managerial personnel. However at Middle & Junior levelmanagement the proper increment was given in accordance with the inflation rate and atworkmen and staff level.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
Remuneration to Managing and Whole Time directors were paid as per the scale approvedby the members of the company. The head (Corporate Finance) was promoted to the positionof Financial Officer hence he was given an increase as a part of promotion and salaryadjustment.
g. Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year:
h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the Last public offer:
i. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Properincrements at both managerial and staff/worker level has been given in financial year2018-19.
j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company: The head (Corporate Finance) was promoted to the positionof Financial Officer hence he was given an increase as a part of promotion and salaryadjustment.
k. The key parameters for any variable component of remuneration availed by thedirectors: No such variable component is included in the remuneration paid todirectors.
l. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Sh. Raj Kumar (Whole Time Director): 0.20:1
m. Affirmation that the remuneration is as per the remuneration policy of theCompany: The Company affirms remuneration is as per the remuneration policy of theCompany.
II. There was no employee on the roll of the company who drew remuneration in excess ofthe limits prescribed by the provisions of Section 197(12) of the Companies Act 2013 readwith Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 hence this relevant information is not applicable to the Company.
29. Disclosure under sexual harassment of women at workplace (PreventionProhibition & Redressal) Act 2013:
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (114) of 2013.
30. CFO Certification:
In compliance with Regulation 17(8) of the Listing Regulations a declaration by CFOwas placed before the Board certifying the accuracy of Financial Statements and theadequacy of internal controls pertaining to Financial Reporting for the year ended 31stMarch 2019 is attached herewith as per Annexure - V.
31. Auditors Certificate on Corporate Governance:
As per Regulation 15 of the SEBI (Listing Obligation And Disclosure Requirement)Regulations 2015 the compliance with the Corporate Governance provisions shall not applyin respect of (a) listed entity having paid up equity share capital not exceeding tencrore and net worth not exceeding rupees twenty five crore as on the last day of previousyear (b) the listed entity which has listed its specified securities on the SME Exchange.Hence Auditors Certificate on Corporate Governance is not provided.
32. Code of Conduct::
The Board of Directors has an important role in ensuring good Corporate Governance andhas laid down the Code of Conduct for Directors and Senior Management of the Company. TheCode has also been posted on the website of the Company. All Directors and SeniorManagement personnel have affirmed the compliance thereof for the year ended March 312019.
I hereby declare that pursuant to Schedule V (Part D) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company haveadopted a Code of Conduct for the Board members and Senior Management of the Company andthe same has also been posted in the Company s website and that all the Board members andSenior Management personnel to whom this Code of Conduct is applicable have affirmed thecompliance of the said Code of Conduct during the year 2018-19.
33. Other Disclosures:
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:
i) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operations in future.
ii) No Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report.
2. The provisions of Section 125(2) of the Companies Act 2013 related with transfer ofunclaimed dividend to Investor Education and Protection Fund do not apply to the Companyas there was no dividend declared and paid in previous years and there is no unclaimeddividend.
3. Equity Shares:
No issue of equity shares with differential rights as to dividend voting or otherwiseduring the year under review. The Company has not bought back any of its securities duringthe year under review. No issue of shares (including sweat equity shares) to employees ofthe Company under Stock option Scheme during the year under review. No Shares outstandingunder the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and endof the year under review.
Your directors wish to place on record their gratitude for the valued support andassistance extended to the Company by the Shareholders Banks and Government Authoritiesand look forward to their continued support. Your directors also express theirappreciation for the dedicated and sincere services rendered by the Executives Officersand Employees of the Company.