You are here » Home » Companies ยป Company Overview » Megastar Foods Ltd

Megastar Foods Ltd.

BSE: 541352 Sector: Agri and agri inputs
NSE: MEGASTAR ISIN Code: INE00EM01016
BSE 00:00 | 27 Jan 256.05 -8.85
(-3.34%)
OPEN

272.00

HIGH

272.00

LOW

251.70

NSE 00:00 | 27 Jan 255.75 -5.60
(-2.14%)
OPEN

270.00

HIGH

270.00

LOW

248.30

OPEN 272.00
PREVIOUS CLOSE 264.90
VOLUME 5519
52-Week high 302.95
52-Week low 63.00
P/E 41.10
Mkt Cap.(Rs cr) 256
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 272.00
CLOSE 264.90
VOLUME 5519
52-Week high 302.95
52-Week low 63.00
P/E 41.10
Mkt Cap.(Rs cr) 256
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Megastar Foods Ltd. (MEGASTAR) - Director Report

Company director report

The Directors are pleased to present the 11th Annual Reporton the business and operations of the Company together with the Audited Accounts for thefinancial year ended 31 March 2022.

GENERAL OUTLOOK OF THE COMPANY

Our Company is having state of the art modern machinery at its wheatprocessing plant in Punjab India with an installed capacity of 100000 MT. It has beenour constant endeavour at all the levels to ensure processing of wheat with qualityundertaking testing and exploring new possibilities by our team of highly skilled people.It has been our hallmark in our organization to strictly follow the Good ManufacturingPractices (GMP) Good Laboratory Practices (GLP) to ensure the high standards of foodsafety quality & hygiene. At present we are catering primarily to MNC's in India andalso exporting some of our products to United Nations Organization Europe United States& Middle East.

Our company's main aim is to maintain and deepen relationships with ourcustomers to which we can serve successfully by providing them a point of differenceadding value and ultimately providing profitable growth for both parties. Our customersare supported by a highly skilled enthusiastic can-do culture team throughout the wholebusiness. Our endeavour is to maintain an efficiently sound business in order to provide asecured future to our fellow employees while stressing on the continual improvement of ourhighly ranked products for a constantly enhanced customer satisfaction.

For the financial year ended on 31 March 2022 the company has earned anet profit of Rs. 527.46 Lakhs as compared to the net profit of Rs. 414.35 Lakh for theprevious year ended on 31 March 2021.

1. FINANCIAL PERFORMANCE

The financial position of the company for the financial year ended on31 March 2022 is summarised below:

(Rs. in Lacs except as stated)

PARTICULARS

STANDALONE

CONSOLIDATED

2021-22 2020-21 2021-22 2020-21
Revenue from Operations 18480.01 16237.32 18480.01 16237.32
Other Income 23.64 109.80 47.06 105.56
T otal Revenue 18503.65 16347.12 18527.07 16342.88
Profit Before Tax Depreciation and Finance Cost and extraordinary items 1356.20 1178.33 1381.60 1170.30
Finance Cost 298.48 247.08 298.48 247.09
Depreciation and Amortization expenses 185.44 161.25 185.44 161.25
Profit before Tax 699.87 592.17 721.48 585.75
Tax 172.41 177.83 176.20 176.21
Profit After Tax 527.46 414.35 545.28 409.54
Earnings Per Share:
Basic 5.31 4.18 5.49 4.14
Diluted 5.31 4.18 5.49 4.14

2. OPERATIONS Standalone

Revenue from operations for the year ended 31 March 2022 stood at Rs.18480.01 Lakhs as against Rs. 16237.32 Lakhs for the previous year. Profit after tax forthe year ended 31 March 2022 was Rs. 527.46 Lakhs and EPS is Rs. 5.31/- per share asagainst a net profit and EPS of Rs. 414.35 Lakhs and Rs. 4.18 /- per share respectivelyfor the previous year.

Consolidated

On Consolidated basis the Revenue from operations for the year ended31 March 2022 stood at Rs. 18480.01 Lakhs as against Rs. 16237.32 Lakhs for the previousyear. Profit after tax for the year ended 31 March 2022 was Rs. 545.28 Lakhs and EPS isRs. 5.49/- per share as against a net profit and EPS of Rs. 409.54 Lakhs and Rs. 4.14/-per share respectively for the previous year.

3. DIVIDEND

Your Directors have decided to plough back the earnings in the growthof business and for this reason have decided not to recommend any Dividend for the yearunder review.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the financial year ended 31 March 2022 no entity became orceased to be the Subsidiary Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

Entire amount of Net Profit of Rs. 527.46 Lakhs for the financial year2021-22 has been transferred to Profit and Loss Surplus account which appears under thehead "Reserves and Surplus." No amount has been transferred to any otherreserves.

6. SHARE CAPITAL

The authorised share capital of the company at the end of the FinancialYear 2021-22 was Rs.

15.00. 00.000/- comprising of 15000000 equity shares of Rs. 10/- eachand the paid up capital was

1.00. 03.70.00 divided into 10003700 equity shares of Rs. 10/- each.

7. CHANGES IN SHARE CAPITAL

Particulars

As at 31 March 2022

Number of Shares Rs. (In lakhs)
Shares outstanding at the beginning of the Year 9903700 99037000
Changes during the year * 100000 1000000
Shares outstanding at the end of the Year 10003700 100037000

*During the year under review The Company has allotted 100000 equityshares by way of preferential allotment.

Consequent to the above the issued subscribed and paid-up sharecapital of the Company as on 31 March 2022 stood at Rs.100037000 comprising of10003700 equity shares of Rs. 10/- each.

T'

8. PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO PROMOTE AND PROMOTERGROUP

Subsequent to approval accorded by way of Postal Ballot By RemoteE-voting Process by the Members of the Company on Sunday 26 September 2021 the Companyissued and allotted 100000 Equity Shares of the Company to its Promoter and PromoterGroup at a price of ^ 50 (including a premium of ^ 40) per Equity Share aggregating upto ^ 5000000 for cash consideration on a preferential basis. The proceeds of the saidPreferential Issue were utilized to meet increased working capital requirements and theGeneral Corporate purpose of the Company.

9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relates and till the date of this Report.

10. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in nature of business of the Company during thefinancial year 2021-22.

11. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31 March 2022prepared in accordance with accounting standard -3 'Statement of Cash Flows' is attachedand forming part of the financial statements of the Company.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations theCompany familiarizes its Directors about their role and responsibilities at the time oftheir appointment through a formal letter of appointment. Presentations are regularly madeat the meetings of the Board and its various committees on the relevant subjects. Allefforts are made to keep Independent Directors aware. The familiarization of IndependentDirectors may be accessed on the Company's website www.megastarfoods.com

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has One Wholly owned subsidiary Megapacific VenturesPrivate Limited. There is no Associate Company within the meaning of Section 2(6) of theCompanies Act 2013. Further there has been no material change in the nature of businessof the Subsidiaries during the financial year 2021-22.

The Consolidated Financial Statements of the Company for the financialyear 2021-22 are prepared in compliance with applicable provisions of the Companies Act2013 read with the Rules issued thereunder applicable Indian Accounting Standards(Ind-As) and SEBI Listing Regulations. The Consolidated Financial Statements have beenprepared by consolidating the audited Financial Statements of the Company and itsSubsidiaries. Further pursuant to the proviso of sub section (3) of section 129 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 a separate statementcontaining the salient features of the financial statements of Subsidiaries in theprescribed form AOC-1 is attached as 'Annexure -1' and forms part of this report. TheFinancial Statements of the Subsidiary Companies and related information is also availablefor inspection by the members at the Registered Office/ Corporate Office of the Companyduring business hours on all days except Sunday and holiday upto the date of AnnualGeneral Meeting ("AGM") as required under Section 136 of the Companies Act2013. Any member desirous of obtaining a copy of the said financial statements may

write to the Company Secretary at the Registered Office/ CorporateOffice of the Company. The Financial Statements including the Consolidated FinancialStatements Financial Statements of Subsidiaries and all other documents are alsoavailable on the Company's website www.megastarfoods.com under the link InvestorRelations.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition

As on 31 March 2022 the Company's Board has a strength of 6 (Six)Directors including 1 (One) Woman Director. The Chairman of the Board is an ExecutivePromoter Director. The composition of the Board is as below:-

Category Number of Directors % to Total Number of Directors
Executive Directors 3 50
Independent Non-Executive Directors 3 50

The detailed section on 'Board of Directors' is given in the 'Report onCorporate Governance' forming part of the Annual Report.

During the year there is no change (appointment or cessation) in theoffice of Directors during the year.

Pursuant to the provisions of Section 149(13) of the Companies Act2013 and Articles of Association of the Company all Directors except Independent Directorsare liable to retire by rotation. The Independent Directors of Company holds office for 5(Five) consecutive years from 04 April 2018 to 03 April 2023.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board theIndependent Directors fulfil the criteria of independence specified in Section 149(6) ofthe Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The IndependentDirectors have also confirmed that they have complied with the Company's Code of BusinessConduct & Ethics laid down for the Board of Directors Senior Management Personnel andOther Employees.

Re-appointment of Independent Non-Executive Directors for a second termof 5 (five) consecutive years

The term of office of Mr. Prabhat Kumar and Mrs. Savita Bansal isgoing to expire on 03 April 2023. The Nomination and Remuneration Committee and the Boardof Directors at their respective meetings held on 12 August 2022 has recommended theirre-appointments as Non- Executive Independent Directors of the Company for a second termof 5 (five) consecutive years subject to the approval of the members by way of specialresolution in the ensuing AGM of the Company. Pursuant to the provisions of Section149(13) of the Companies Act 2013 and Articles of Association of the Company alldirectors except Independent Directors are liable to retire by rotation. The IndependentDirectors of the Company will hold office for 5 (Five) consecutive years from 04 April2023 till 03 April 2028.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 149(13) of the Companies Act2013 and Articles of Association of the Company all directors except Independent Directorsare liable to retire by rotation. Accordingly Mr. Mudit Goyal (DIN: 08099543) Whole TimeDirector of the Company being the longest in the office amongst the directors liable toretire by rotation retire from the Board by rotation this year and being eligible hasoffered her candidature for re-appointment. This shall not constitute a break in heroffice as the Whole Time Director of the Company.

Re-appointment of Executive Directors for a period of 5 (five) years

The existing tenure of Mr. Vikas Goel (DIN: 05122585) as Chairman &Managing Director and Mr. Vikas Gupta (DIN: 05123386) Mr. Mudit Goyal (DIN: 08099543)Whole Time Directors of the Company is going to expire on 03 April 2023. Considering therecommendation of Nomination and Remuneration Committee of the Company the Board ofDirectors of the Company in its meeting held on 12 August 2022 has recommended forfurther approval of shareholders to re-appoint Mr. Vikas Goel (DIN: 05122585) as Chairman& Managing Director and Mr. Vikas Gupta (DIN: 05123386) Mr. Mudit Goyal (DIN:08099543) Whole Time Directors of the company for a further period of five years w.e.f.04April 2023 to 03 April 2028.

Brief Resume of the Directors being appointed/re-appointed

As required under Regulation 36 of the SEBI Listing Regulations thebrief resume of the Director being re-appointed the nature of their expertise in specificfunctional areas names of Companies in which they have held Directorships CommitteeMemberships/ Chairmanships their shareholding etc. are forming part of the Noticecalling AGM of the Company.

KEY MANAGERIAL PERSONNELS

The details of Key Managerial Personnel's (KMPs) of the Company inaccordance with the provisions of Section 2(51) and Section 203 of the Companies Act2013 read with rules framed thereunder are as follows :-

S. No. NAME DESIGNATION DATE OF APPOINTMENT
1. Mr. Vikas Goel Chairman & Managing Director 28.11.20211
2. Mr. Vikas Gupta Whole Time Director 28.11.20211
3. Mr. Mudit Goyal Whole Time Director 31.03.2018
4. Mr. Amit Mittal Non-Executive Independent Director 04.04.2018
5. Mr. Prabhat Kumar Non-Executive Independent Director 04.04.2018
6. Ms. Savita Bansal Non-Executive Independent Director 04.04.2018
7. Mr. Dhiraj Kheriwal Company Secretary 16.03.2021
8. Mr. Manisha Gupta Chief Financial Officer 12.02.2020

15. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act2013 and Regulation 18 of the SEBI Listing Regulations as on 31 March 2022 the AuditCommittee of Megastar Foods Limited comprises of following 3 (Three) Members 2 (Two)Members are Independent Non-Executive Directors and 1 (One) is Executive Director:-

Name Designation Category
Mr. Amit Mittal* Chairman Independent Non-Executive Director
Mr. Vikas Goel Member Executive & Managing Director
Mr. Prabhat Kumar Member Independent Non-Executive Director

*Appointed as Chairman of Audit Committee w.e.f. 10.11.2020

The recommendation made by the Audit Committee from time to time wasaccepted by the Board of Directors. The details of the terms of reference meetings heldduring the year attendance of Audit Committee members at such meetings etc. are providedin the Report on Corporate Governance forming part of this Annual Report.

16. POLICY ON REMUNERATION OF DIRECTORS KMPs SENIOR MANAGEMENTPERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance withthe Nomination and Remuneration Policy of Megastar Foods Limited formulated in accordancewith Section 134(3) (e) and Section 178(3) of the Companies Act 2013 read with Regulation19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s)for the time being in force). The salient aspects covered in the Nomination andRemuneration Policy have been outlined below:

• Formulation of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the board of directorsa policy relating to the remuneration of the directors key managerial personnel andother employees;

• For every appointment of an independent director the Nominationand Remuneration Committee shall evaluate the balance of skills knowledge and experienceon the Board and on the basis of such evaluation prepare a description of the role andcapabilities required of an independent director. The person recommended to the Board forappointment as an independent director shall have the capabilities identified in suchdescription. For the purpose of identifying suitable candidates the Committee may:>use the services of an external agencies if required;

> Consider candidates from a wide range of backgrounds having dueregard to diversity; and consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance ofindependent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.

• Recommend to the board all remuneration in whatever formpayable to senior management.

The Nomination and Remuneration policy of Megastar Foods Limited isavailable on the website of the Company at the weblink

https://www.megastarfoods.com/assets/pdf/6.%20Nomination%20Remuneration%20And%20Board%20Diversity%20Policy.pdf

17. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

During the year under review 05 (Five) Board meetings 4 (Four) AuditCommittee meetings 3 (Three) Stakeholders Relationship Committee meetings 1 (One)Nomination & Remuneration Committee meetings and 02 (Two) Finance and InvestmentCommittee were convened and held. Details and attendance of such Board & Committeesmeetings are mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act 2013the Independent Directors had a separate meeting on 04.06.2021.

18. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

As the ultimate responsibility for sound governance and prudentialmanagement of a Company lies with its Board its imperative that the Board remainscontinually energized proactive and effective.

The Board evaluated the effectiveness of its functioning and that ofthe Committees and of individual Directors by seeking their inputs on various aspects ofBoard/Committee Governance.

The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in the long-term strategicplanning and the fulfilment of Directors' obligations and fiduciary responsibilitiesincluding but not limited to active participation at the Board and Committee meetings.

The Companies Act 2013 not only mandates Board and DirectorEvaluation but also requires the evaluation to be formal regular and transparent.Subsequently SEBI Listing Regulations has also contained the provisions regardingrequirement of performance evaluation of Independent Directors by the entire Board ofDirectors.

The Independent Directors of the Company met separately without thepresence of Non-Independent Directors and inter-alia reviewed the performance of theMembers of Management Non-Independent Directors Board as a whole performance of theChairman of the Company and the Committees after taking into consideration the views ofExecutive and Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations theBoard of Directors has also carried out evaluation of every Independent Director'sperformance during the financial year.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors confirm:-

• In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

• Such accounting policies have been selected and appliedconsistently and the Directors have made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31March 2022 and of the Profit and Loss of the Company for the year ended on that date;

• Proper and sufficient care has been taken 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;

• The annual accounts of the Company have been prepared on a goingconcern basis;

 

r

Internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

• Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. ENERGY CONSERVATION RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act2013 read with rules framed thereunder the details of activities in the nature of EnergyConservation Research and Development Technology Absorption and Foreign ExchangeEarnings and Outgo is attached as 'Annexure 2' and forms part of this report.

21. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors andKMPs as required under Section 197(12) of the Companies Act 2013 read with rules framedthereunder is attached as 'Annexure-3.' and forms part of this Report.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the Annual Returnof the Company has been placed on the website of the Company and can be accessed athttps://www.megastarfoods.com/assets/pdf/mgt 7.pdf

23. AUDITORS AND AUDITORS' REPORT

I. ) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013M/s. Avnish Sharma & Associates Chartered Accountants (Firm Registration No.009398N)were appointed as the Statutory Auditors of the Company by the Shareholders in the 8thAGM of the Company held on 16th September 2019 for a further term of 4 (Four)years from the Financial Year 2019-20 to Financial Year 2022-23. The requirement to placethe matter relating to ratification of appointment by members at every AGM has been doneaway by the Companies (Amendment) Act 2017 w.e.f. 07 May 2018.

The notes on financial statements referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.

During the financial year there have been no instances of fraudreported by the Statutory Auditors under Section 143(12) of Companies Act 2013 read withrules framed thereunder either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act 2013 read withrules framed thereunder the Company has appointed Mr. Kanwaljit Singh ThanewalPracticing Company Secretary (M. No. 5901 & C.P. No. 5870) to conduct the SecretarialAudit for the financial year 2021-22.

The Secretarial Audit Report submitted by Mr. Kanwaljit Singh Thanewalin the prescribed form MR- 3 is attached as 'Annexure - 4' and forms part of thisReport.

III.) COST AUDIT

As per the provisions of Section 148 read with the Cost Audit Rulesthe provisions regarding Cost Audit is not applicable to the Company.

24. CORPORATE GOVERNANCE

At Megastar Foods Limited it is our firm belief that the quintessenceof Good Corporate Governance lies in the phrase 'Your Company'. It is 'Your Company'because it belongs to you-the Stakeholders. The Chairman and Directors are 'Your'fiduciaries and trustees.

Your Company has evolved and followed the corporate governanceguidelines and best practices sincerely to not just boost long-term Shareholder value butto also respect minority rights. We consider it our inherent responsibility to disclosetimely and accurate information regarding our financials and performance as well as theleadership and governance of the Company.

Your Company is devoted to benchmarking itself with global standardsfor providing Good Corporate Governance. The Companies Act 2013 and SEBI ListingRegulations have strengthened the governance regime in the Country. Your Company is incompliance with the governance requirements provided under SEBI Listing Regulations.

The Board has also evolved and implemented a Code of Conduct based onthe principles of Good Corporate Governance and best management practices being followedglobally. The Code is available on the Company's website at www.megatsrfoods.com

A separate section titled 'Report on Corporate Governance' has beenincluded in this Annual Report along with Secretarial Auditors Certificate on CorporateGovernance.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate and commensurate with the sizescale and complexity of its operation. The internal controls are tested for adequacyefficiency and effectiveness through audits by the in- house internal audit department andthe observations corrective and preventative actions are reviewed by the management andAudit committee of the Board of Directors.

During financial year under review no material or serious observationhas been received from the Internal Auditors of the Company for inadequacy orineffectiveness of such controls.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Companies Act 2013 re-emphasizes the need for an effectiveInternal Financial Control System in the Company. The system should be designed andoperated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires theinformation regarding adequacy of Internal Financial Controls with reference to thefinancial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls the Company has laiddown the following measures:-

• The Company's books of accounts are maintained in ERP andtransactions are executed through ERP setups to ensure correctness/effectiveness of alltransactions integrity and reliability of reporting.

• The Company is having in place a Risk Management framework.

• The Company is having in place a well-defined Vigil Mechanism(Whistle Blower Policy).

• Compliance of Secretarial functions is ensured by way ofSecretarial Audit.

• Compliance relating to Internal Control System of the Company isensured by way of Internal Audit.

27. RISK MANAGEMENT

The primary objective of risk management is to protect the Companyagainst risks to the value of the business its capital and its continuity. In order toachieve the objective and for better governance the Company has adopted a formal RiskManagement Policy and also posted on the Company website: www.megastarfoods.com. ThePolicy sets out key risk areas - financial risks (including risk to assets) legislativeand regulatory risks environmental risks (including natural disasters) operational risks(markets production technology etc.) risks relating to employment and manpower andindividual large transactional risks.

The Chairman & Managing Director of the company identifies andproposes action in respect of all risks through his Management team as and when any areperceived or foreseen or inherent in operations; analyses these and then recommend it toAudit Committee for its review and further mitigation measures.

28. CREDIT RATING

The Company enjoys a credit rating provided by Brickwork BWR BBB-stable (Reaffirmed) for long term fund base. There has been no revision in the creditrating during the year under review.

29. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during theFinancial Year 2021-22 in terms of Chapter V of the Companies Act 2013. Further theCompany is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment atworkplace and is committed to provide a healthy environment to each and every employee ofthe Company. The Company has in place 'Policy for Prevention and Redressal of SexualHarassment' in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (hereinafter referred "as thesaid act") and Rules made there under. As per the provisions of Section 4 of the saidAct the Board of Directors has constituted the Internal Complaints Committee ('ICC') atthe Registered Office Works to deal with the Complaints received by the Companypertaining to gender discrimination and sexual harassment at workplace.

T "

Further as per the provisions of Section 21 & 22 of the said Actthe Report on the details of the number of cases filed under Sexual Harassment and theirdisposal for the financial year under review is as under:-

Sr. No. No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end of the financial year under review
-NIL-

31. DEPOSITORY SYSTEMS

The Company's shares are compulsorily tradable in electronic form. Ason 31 March 2022 100% of the Company's Paid-up Equity Share Capital representing 10003700Equity Shares are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL).

The Company has appointed M/s Skyline Financial Services PrivateLimited its Registrar and Share Transfer Agent across physical and electronicalternative.

32. PARTICULARS OF LOANfS). GUARANTEEfS) OR INVESTMENTS) UNDER SECTION186 OF THE COMPANIES ACT 2013

Particulars of loans guarantees investments and securities providedduring the financial year ended 31 March 2022 have been provided in the FinancialStatements which forms part of the Annual Report and the Company has not given any freshloans investments or guarantee during the year.

33. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188f1)OF THE COMPANIES ACT. 2013

In line with the requirements of the Companies Act 2013 and amendmentto the Listing Regulations your Company has formulated a revised 'Policy on Related PartyTransactions' which is also available on the Company's website at www.megastarfoods.comThe Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and Related Parties. All transactionsentered into with related parties as defined under the Companies Act 2013 read withRegulation 23 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year were in the ordinary courseof business and at arm's-length price.

There was no materially significant related party transaction enteredinto by the Company with its promoters directors or key managerial personnel which mayhave potential conflict with the interest of the Company at large or which warrants theapproval of the members.

Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable to theCompany for the financial year ended 31 March 2022 and hence does not form part of thisreport.

Details of related party transactions entered into by the Company interms of IND AS-24 are disclosed in the financial statements for the financial year ended31March 2022. All related party transactions were placed before the audit committee forprior approval and review on a quarterly basis and prior omnibus approval of the auditcommittee was obtained for the transactions which were of a repetitive nature.

34. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place a Vigil Mechanism/ Whistle Blower Policy interms of provisions of Section 178(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its powers) Rules 2014 which was approved by the Boardof Directors on 4th April 2018 and revised in the Board Meeting held on 30 May2022. The Company's personnel have direct access to the chairman of the Audit Committee toreport concerns about unethical behaviour (actual or suspected) frauds and othergrievances. No personnel of the Company have been denied access to the Audit Committee.Adequate safeguards are being provided against victimization of whistle blowers availingof such mechanism.

Whistle Blower Policy of the Company is posted on the website of theCompany at the weblink:https://www.megastarfoods.com/assets/pdf/3.%20Whistle%20Blower%20Policy.pdf

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status and Company's operations in future.

36. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India andapproved by the Central Government.

37. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The Company migrated of equity shares of the company from the SMEPlatform of BSE Limited to Main Board of BSE Limited as well as on Main Board of NationalStock Exchange of India Limited with effect from Wednesday 16 February 2022.

The company has paid the Annual Listing Fees to BSE for the FinancialYear 2021-2022. All compliances with respect to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 have been duly made by the company.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Policy of the Company as adopted bythe Board of Directors is available on Company's websites

https://www.megastarfoods.com/assets/pdf/5.%20Corporate%20Social%20Responsibility%20Policy.pdf.

The composition of CSR Committee is disclosed in the report oncorporate governance forming part of this report.

39. INSOLVENCY AND BANKRUPTCY CODE 2016

No application or proceeding was made or pending against the Companyunder the Insolvency and Bankruptcy Code 2016 during the year under review.

40. VARIATION IN VALUATION

During the year under review there was no instance of one-timesettlement with any bank or financial institution necessitating disclosure or reporting inrespect of difference in valuation done by the Company.

41. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of InsiderTrading) Regulations 2015 Megastar Foods Limited is having the Code of Conduct toRegulate Monitor and Report Trading by Insiders. The said Code is available on thewebsite of the Company at www.megastarfoods.com

42. INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughoutthe year with sustained communication and engagement with workforce through variousforums.

43. SAFETY HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safetyhealth and environment which have been adopted as core organizational values. The Companyassures safety and facilities in accordance with statutory and regulatory requirements.Employees are continuously made aware of hazards / risks associated with their job andtheir knowledge and skills are updated through requisite training to meet any emergency.Medical and occupational check-ups of employees and eco-friendly activities are promoted.The Company does not produce any kind of hazardous waste.

44. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Annual Audited Consolidated Financial Statements for the financialyear ended 31 March 2022 together with Report of Auditors' thereon forms part of thisannual report.

45. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations performance and future outlookmajor events occurred during the year as well as state of company's affairs is given inthe Management Discussion and Analysis which forms part of this report.

46. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Kanwaljit Singh Thanewal Practicing Company Secretary have issuedSecretarial Compliance Report for the year ended 31 March 2022 confirming compliance ofSEBI Regulations / guidelines / circulars issued thereunder and applicable to the Company.There are no observations or adverse remarks in their report.

47. MIGRATION TO MAIN BOARD

The Company migrated of equity shares of the company from the SMEPlatform of BSE Limited to Main Board of BSE Limited as well as on Main Board of NationalStock Exchange of India Limited with effect from Wednesday 16 February 2022.

48. BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 was not applicable tothe Company during the year under review based on the market capitalisation.

49. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act 2013and Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 read with the relevant circulars and amendments thereto ('IEPFRules') the amount of dividend remaining unpaid or unclaimed for a period of seven yearsfrom the due date is required to be transferred to the Investor Education and ProtectionFund (IEPF) constituted by the Central Government.

During the FY 2021-22 there is no such amount with respect toUnclaimed Dividend which is required to be transferred to Investor Education andProtection Fund (IEPF)

50. TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules all shares in respect ofwhich dividend has not been paid or claimed for seven consecutive years shall betransferred by the Company to the designated Demat Account of the IEPF Authority ('IEPFAccount').

During FY 2021-22 there were no shares which are required to betransferred to IEPF Account.

51. GENERAL DISCLOSURE

During the year under review:-

• The Company has not made any provisions of money or has notprovided any loan to the employees of the Company for purchase of shares of the Companypursuant to the provisions of Section 67 of Companies Act 2013 and Rules made thereunder.

• The Company has not bought back its shares pursuant to theprovisions of Section 68 of Companies Act 2013 and Rules made thereunder.

• The has timely payment to micro and small enterprises andpayments to micro and small enterprise suppliers does not exceed forty-five days from thedate of acceptance or the date of deemed acceptance of the goods or services as per theprovisions of section 9 of the Micro Small and Medium Enterprises Development Act 2006.

52. ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Boardwishes to place on record its appreciation to all employees in the Company for theirsustained efforts and immense contribution to the good levels of performance and growththat the Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks andappreciation for the continuing support and assistance received from the financialinstitutions banks Government as well as non- government authorities customersvendors and members during the financial year under review.

Date: 12.08.2022 for and on behalf of
Place: Chandigarh MEGASTAR FOODS LIMITED
Sd/- Sd/-
VIKASGOEL VIKAS GUPTA
Chairman & Managing Director Whole Time Director
DIN:05122585 DIN:05123386

.