NHC Foods Ltd.
|BSE: 517554||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE141C01028|
|BSE 15:40 | 20 Mar||30.50||
|NSE 05:30 | 01 Jan||NHC Foods Ltd|
|Mkt Cap.(Rs cr)||36|
|Mkt Cap.(Rs cr)||36|
NHC Foods Ltd. (NHCFOODS) - Director Report
Company director report
Your Directors are pleased to present the Annual Report for theFinancial Year 2021-22 together with the Audited Financial statements of the Company forthe year ended 31st March 2022.
1. FINANCIAL HIGHLIGHTS:
(Rs In Lacs)
It needs to be noted that the Total Revenue of the company increased inMarch 2022 to Rs. 15405.57 Lacs as compared to previous year revenue which amounted toRs. 15259.80 Lacs. Profit after Tax of the company is Rs. 147.10 Lacs as compared toProfit after Tax in previous year which is Rs. 138.21 Lacs.
COVID - 19
In today's scenario of COVID - 19 pandemic which developed rapidly intoa global crisis forcing governments to ensure lockdowns of all economic activity. For thecompany the focus immediately shifted to ensuring the health and well being of allemployees and on minimizing disruption of services for all our customers globally.
2. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to the generalreserve and entire amount of profit for the year forms part of the RetainedEarnings'.
In order to conserve the resources for the future expansion plan of theCompany under implementation your directors do not recommend any dividend for the yearunder the review.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:
Since there was no Dividend declared and paid last year the provisionsof Section 125 of the Companies Act 2013 does not apply.
5. CORPORATE GOVERNANCE
A Report on Corporate Governance in terms of Regulation 34 of theListing Regulations along with a Certificate from Practising Company Secretarycertifying compliance of conditions of Corporate Governance enumerated in the ListingRegulations is presented in a separate section forming part of this Annual Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under ListingRegulations is presented in a separate section forming part of this Annual Report. Itspeaks about overall industry structure global and domestic economic scenariosdevelopments in business operations internal controls and their adequacy risk managementsystems and other material developments.
7. BOARD MEETINGS:
9 meetings of the Board of Directors were held during the financialyear. The details of the meetings of the Board of Directors of the Company conveyed duringthe financial year 2021-2022 are given in the Corporate Governance
Report which forms part of Annual Report. The details of attendance ofthe Directors in the Board Meetings and its Committees during the year under review arestated in the Corporate Governance Report.
8. COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee and all therecommendations given by Audit Committee during Financial Year 2021-2022 were accepted bythe Board. Further details on the Audit Committee and other Committees of the Board aregiven in the Corporate Governance Report which forms a part of this Annual Report.
9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Apar Shah (DIN: 07125733) Whole Time Directorof the Company retires by rotation at ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. The Board recommends his re-appointment as Whole TimeDirector liable to retire by rotation at the ensuing Annual General Meeting.
The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedboth under the Act and the Listing Regulations.
PRESENT BOARD OF DIRECTOR OF THE COMPANY:
Pursuant to provisions of Section 203 of the Act and the Rules madethere under following are the Key Managerial Personnel (KMP) of the Company:
10. SHAREHOLDERS AND INVESTORS
Your Company regularly interacts with its shareholders and investorsthrough result announcements annual report media releases Company's website and subjectspecific communications. The Annual General Meeting gives the shareholders an opportunityto engage directly with the Board of Directors and Management. During this meeting theBoard engages with shareholders and answer their queries on varied subjects. Your Companyhas a designated e-mail address for shareholders. The Secretarial department regularlyengages with the shareholders to resolve queries grievances if any and providesguidance to the shareholders for any company related matters.
11. ISSUE OF SHARES
The Company during the year under review has not issued any SWEATequity shares or shares with differential rights or under Employee stock option scheme nordid it buy back any of its shares.
12. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:
The Board of Directors of the Company is committed to assessing its ownperformance as a Board in order to identify its strengths and areas in which it mayimprove its functioning. To that end the Nomination and
Remuneration Committee has established processes for performanceevaluation of Independent Directors the Board and Committees of the Board.
Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of itsCommittees as well as the Directors individually. Details of the evaluation mechanism areprovided in the Corporate Governance Report.
Evaluation of Committees was based on criteria such as adequateindependence of each Committee frequency of meetings and time allocated for discussionsat meetings functioning of Board Committees and effectiveness of itsadvice/recommendation to the Board etc.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Policy can also be accessed on Company's websiteathttp://www.nhcgroup.com/wp-content/uploads/2015/01/Nomination-and-Remuneration-Policy.pdf
13. DIRECTORS? RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of theAct your Directors state that:
a) in the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as of 31stMarch 2022 and of the profit of the Company for the year 1st April 2021 to 31stMarch 2022;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a goingconcern' basis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts and arrangements with related parties entered by theCompany during the financial year were in the ordinary course of business and on an arm'slength basis.
During the year the Company had not entered into any contract orarrangement with related parties which could be considered material' in terms of theCompany's Related Party Transactions Policy. Accordingly there are no transactions thatare required to be reported in Form AOC-2. The same provided in Annexure 1.
15. SUBSIDIARY COMPANIES:
The Company does not have any Subsidiary Company.
16. STATUTORY AUDITORS:
M/s. JMMK & Co. Chartered Accountants (Firm Registration No.120459W) were appointed as the Statutory Auditors for a period of 5 years from theconclusion of the 27th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting of the Company.
M/s. JMMK & Co. have confirmed their eligibility and qualificationrequired under Section 139 141 and applicable provisions of the Companies Act 2013 andrules issued there under (including any statutory modification (s) or re-enactment (s)thereof for the time being in force).
17. AUDITORS OBSERVATIONS:
The Auditors Report for the Financial Year 2021-2022 does not containany qualification reservation or adverse remark. The Auditors Report is enclosed with theFinancial Statements in this Annual Report.
The Secretarial Audit Report for the Financial Year 2021-2022 does notcontain any qualification reservation or adverse remark. The Secretarial Audit Report isenclosed as Annexure II to the Board's Report in this Annual Report.
18. EMPLOYEE RELATIONS:
At NHC Foods Limited we consider our employees as the most valuableresource and ensure strategic alignment of Human Resource practices to business prioritiesand objectives. Our constant endeavour is to invest in people and people processes toimprove human capital for the organisation and service delivery to our customers.Attracting developing and retaining the right talent will continue to be a key strategicimperative and the organisation continues its undivided attention towards that. We wouldlike to take this opportunity to express appreciation for the hard work and commitment ofthe employees of the Company and look forward to their continued contribution.
The Board of Directors of the company has appointed Mr. Dinesh KumarDeora Practising Company Secretary as Secretarial Auditor to conduct the SecretarialAudit of the Company for the Financial Year 2022-2023
The Secretarial Audit Report along with the Secretarial Compliancereport for the Financial Year ended 31st March 2022 is set out in Annexure 2to this report.
20. ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is available on the Company's website at (www.nhcgroup.com)
21. INTERNAL FINANCIAL CONTROLS:
The Company has in placed adequate Internal Financial Controlscommensurate with the size scale and complexity of its operations. During the year suchcontrols were tested and the Company has in all material respects maintained adequateInternal Financial Controls over financial reporting as of 31st March 2022 forensuring the orderly and efficient conduct of its business adherence to Company'spolicies safeguarding assets of the Company Prevention and Detection of Frauds andErrors Accuracy and Completeness of the Accounting Records and timely preparation ofReliable Financial information.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism and formulated theWhistle Blower Policy (WB) to deal with instances of fraud and mismanagement if any.During the year under review no personnel has been denied access to the audit committee.The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. The approvedpolicy is available on the Company's website www.nhcgroup.com
23. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to maintaining a productive environment forall its employees at various levels in the organisation free of sexual harassment anddiscrimination on the basis of gender. The Company has framed a policy on Prevention ofSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.The Company has also set up"Prevention of Sexual Harassment Committee" (the Committee') to redressthe Complaints received regarding sexual harassment which has formalised a free and fairenquiry process with clear timelines. There were no complaints pending for the Redressalat the beginning of the year and no complaints received during the financial year.
24. SHARE CAPITAL
The paid - up Equity Share Capital as on 31st March 2022was Rs. 118550000. During the year under the review the Company has not issued anyshares. The Company has not issued shares with differential voting rights. It has neitherissued employee stock options nor Sweat Equity Shares and does not have any scheme to fundits employees to purchase the shares of the Company.
25. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments that occurred subsequentto the end of the financial year till the date of this report which affects the financialposition of the Company.
26. CHANGE IN NATURE OF BUSINESS:
There has no change in the nature of business of the Company. YourCompany continues to be one of the leading foods processing Company.
27. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:
** Apar Shah - Appointed w.e.f. 10.06.2021 * Alpa Shah - Resignedw.e.f. 10.06.2021
b. The percentage increase in remuneration of each director chieffinancial officer Company secretary in the financial year:
c. The percentage increase in the median remuneration of employees inthe financial year: 22.56%
d. The number of permanent employees on the rolls of Company: 24
e. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. Further the report and the accounts are being sent to themembers excluding the aforesaid annexure. In terms of Section 136 of the Act the saidannexure is open for inspection at the Registered Office of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.
28. COMPANY?S POLICY RELATING TO DIRECTOR?S APPOINTMENTPAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.
The company's policy relating to appointment of Directors Payment ofManagerial Remuneration Directors Qualification and other related matter as providedunder section 178(3) of the Companies Act 2013 is available on website of the company.
We affirm that the remuneration paid to the Directors is as per theterm laid out in the Nomination & Remuneration Policy of the company.
29. LOANS GUARANTEES OR INVESTMENTS:
There were no Loans Guarantees and Investments made by company underSection 186 of the Companies Act 2013 during the year under review and hence saidprovision is not applicable.
30. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars of conservation of energy technology absorption andforeign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 are given as Annexure 3 to thisReport.
31. CORPORATE SOCIAL RESPONSIBILITY:
The company has not developed and implemented any Corporate SocialResponsibility initiatives as the said Provision of Section 135 of the Companies Act 2013is not applicable to the company.
32. BOARD EFFECTIVENESS:
1. Familiarization Programme for the Independent Directors:
In compliance with the requirements of SEBI Regulations the Companyhas put in place a familiarization programme for Independent Directors to familiarize themwith their roles rights and responsibility as Directors working of the Company natureof the industry in which the Company operates business model etc. The Company operatesbusiness model etc. The same is also available on the website of the Company and can beaccessed by weblinkhttp://www.nhcgroup.com/wp-content/uploads/2015/01/Familiarization-Program-forIndependent-Directors-of-NHCFoodsLimited.pdf
33. RISK MANAGEMENT:
For your Company Risk Management is an integral and importantcomponent of Corporate Governance. Your Company believes that a robust Risk Managementensures adequate controls and monitoring mechanisms for a smooth and efficient running ofthe business. A risk aware organization is better equipped to maximize the shareholdervalue.
The key cornerstones of your Company's Risk Management Framework are:
1. Periodic assessment and prioritization of risks that affect thebusiness of your Company;
2. Development and deployment of risk mitigation plans to reduce thevulnerability to the prioritized risks;
3. Focus on both the results and efforts required to mitigate therisks;
4. Defined review and monitoring mechanism wherein the functionalteams the top management and the Board review the progress of the mitigation plans;
5. Embedding of the Risk Management processes in significant decisionssuch as large capital expenditures mergers acquisitions and corporate restructuring
6. Wherever applicable and feasible defining the risk appetite andinstall adequate internal controls to ensure that the limits are adhered to.
34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND
Since there was no Dividend declared and paid last year the provisionsof Section 125 of the Companies Act 2013 does not apply.
35. CODE OF CONDUCT:
The Company has laid down and adopted a Code of Conduct for itsDirectors and Senior Management Personnel which is also available on the Company'swebsite: http://www.nhcgroup.com/corporategovernance. The Company has receivedconfirmation from all Directors as well as Senior Management Personnel regardingcompliance with the Code of Conduct during the year under review as required underRegulation 26(3) of the Listing Regulations. Additionally all Independent Directors ofthe Company shall be bound by duties of Independent Directors as set out in the CompaniesAct 2013 read with the Schedule and Rules there under. Pursuant to Schedule V(D) of theListing Regulations a declaration signed by the Managing Director of the Company to thiseffect is attached at the end of this report.
36. TRADE RELATIONS:
Your Directors wish to record appreciation of the continued unstintedsupport and co - operation from its retailers stockists supplier of goods/servicesclearing and forwarding agents and all other associated with it. Your Company willcontinue to build and maintain a strong association with its business partners.
37. HEALTH SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law andlabour laws. The Company has been complying with the relevant laws and has been taking allnecessary measures to protect the environment and maximize worker protection and safety.
38. LISTING OF SHARES:
The shares of the Company are listed on BSE Ltd.
The Company has regularly paid the Annual Listing Fees to therespective Stock Exchanges. Annual Custody / Issuer fee for the Financial Year 2022-2023has been paid by the Company to National Securities Depositories Limited and CentralDepository Services Limited.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
a) The Company has not accepted any deposits from the public orotherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit)Rules 2014 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the Balance Sheet.
b) No significant or material orders were passed by the RegulatorsCourts or Tribunals which impact the going concern status and Company's operations infuture.
c) The Auditors have not reported any matter under Section 143(12) ofthe Act therefore no detail is required to be disclosed under Section 134(3)(ca) of theAct
The Board places on record its appreciation for the continuedco-operation and support extended to the Company by customers vendors regulators banksfinancial institutions rating agencies stock exchanges and depositories auditors legaladvisors consultants business associates and all the employees with whose helpcooperation and hard work the Company is able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by theconsumers of the Company and all its shareholders.
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