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RCL Foods Ltd.

BSE: 530923 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE008F01014
BSE 00:00 | 04 Mar RCL Foods Ltd
NSE 05:30 | 01 Jan RCL Foods Ltd
OPEN 15.73
PREVIOUS CLOSE 15.73
VOLUME 200
52-Week high 15.73
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.73
CLOSE 15.73
VOLUME 200
52-Week high 15.73
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RCL Foods Ltd. (RCLFOODS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together withAudited accounts for the year ended 31.03.2017.

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2017 and for the previous year31.03.2016 are as under:

PARTICULARS March 31 2017 March 31 2016
Income 13440471 15626387
Less: Expenditure 12741021 17317377
Profit before depreciation & Tax 699450 (1690990)
Less: Depreciation 2320703 2873912
Profit before tax (1621253) (4564902)
Less: Current tax 0 0
Less: Deferred Tax (278420) (408896)
Profit after Tax (1342833) (4156007)

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Manufacturing and Trading of ready to eatfood products and processed foods. There is no change in the nature of business during theyear under review.

3. DIVIDEND & RESERVES:

In view of losses your Directors do not recommend any dividend for the year. No amountis proposed to be transferred to Reserves during the year.

4. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.

5. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 for the year ended 31.03.2017 isattached as Annexure "A".

6. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary associate and joint venture company. Hencethe reporting under this clause does not arise.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport.

8. PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186:

During the year under review the Company has not invested in securities and the loansadvanced are within the limits obtained in the Annual General Meeting held on December 312014.

9. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company*s operationsin future.

11. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises Four Directors of which two areNon-Executive Independent Directors and two are Non-Executive Promoter Directors.

Appointment/Re-Appointment:

In terms of Section 152 of the Companies Act 2013 Mr. Nitesh Ratanchand LodhaDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for reappointment. The Board recommends his continuation as Director of theCompany. Mr. G Vimal Chand Chordia was appointed as Additional Director of the Company on03.09.2016 and subsequently confirmed as Director in the 24th Annual GeneralMeeting held on 08.02.2017.

Resignation:

Mr. Pramod Kumar Agarwal resigned from the Board with effect from 04.06.2016. The boardexpresses its sincere appreciation for the contribution made by him during his tenure asDirector of Company.

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review the Board of Directors met 8 times on 30.04.201604.06.2016 20.07.2016 31.08.2016 03.09.201615.09.2016 25.11.2016 and 21.02.2017andthe gap between two Board meetings were not more than 120 days. The particulars of name ofthe Directors and attendance are mentioned below:

S.No Name of the Directors Designation & Category

No. of Meetings in the year 2016-17

Attended 24th AGM No. of other Directorship in other Public/ Private Companies No. of

Membership / Chairmanship in Other Companies Board Committee

Held Attended
1 Mr. Nitesh R Lodha Director (NED) 08 08 Yes 3 2
2 Mr. Kushal Jain Director (NEID) 08 08 Yes 1 Nil
3 Ms. Kushbu Director (NED) 08 08 Yes 1 Nil
4 Mr. Pramod Kumar Agarwal * Director (NEID) 02 02 NA Nil Nil
5 Mr. Gumanmal Vimal Chand Chordia** Director (NEID) 03 03 Yes 1 3

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held during the year under review.

C. AUDIT COMMITTEE

The Audit committee of your company comprises of three members and the committee met 4(Four) times on 04.06.2016 15.09.2016 25.11.2016 and 21.02.2017. The composition of theAudit Committee and details of meeting held are provided hereunder:

Name of Directors Designation Category

No. of Meetings

Held Attended
Mr. Kushal Jain Chairman Non executive & Independent director 04 04
Mr. Nitesh R Lodha Member Non-executive director 04 04
Mr. Pramod Kumar Agarwal * Member Non-executive independent director 04 01
Mr. Gumanmal Vimal Chand Chordia ** Member Non-executive independent director 04 03

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

The terms of reference of the Audit committee covers the matter specified under Section177 of the Companies Act 2013 and SEBI (LODR Regulations) 2015.

D. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration committee of your company comprises of four membersand the committee met one time on 03.09.2016. The Nomination & Remuneration committeeconsists of the following members.

Name of Directors Designation Category

No. of Meetings

Held Attended
Mr. Kushal Jain Chairman Non-executive & Independent director 1 1
Ms. Kushbu Member Non executive director 1 1
Mr. Pramod Kumar Agarwal * Member Non-executive & Independent director 1 0
Mr. Gumanmal Vimal Chand Chordia ** Member Non-executive & Independent director 1 0

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

The Nomination and Remuneration Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013. Incompliance with Section 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration and including criteria for determining qualificationspositive attributes independence of Directors and other matters.

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selecting candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and Senior Management Employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

E. STAKEHOLDERS RELATIONSHIP COMMITTEE

a. The Stakeholders Relationship Committee is to look after transfer of shares and theinvestor's complaints if any and to redress the same expeditiously. The role and termsof reference of the Committee are in consonance with the requirements mandated underSection 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015. Four meeting ofthe Committee was held during the year under review on 20.04.2016 13.07.2016 12.10.2016and 12.01.2017. The Stakeholders relationship committee consists of the following members:

Name of Directors Designation

No. of Meetings

Held Attended
Mr. Kushal Jain Chairman 4 4
Mr. Nitesh R Lodha Member 4 4
Mr. Pramod Kumar Agarwal * Member 4 1
Mr. Gumanmal Vimal Chand Chordia ** Member 0 3

* Resigned from the Board w.e.f. 04.06.2016 ** Appointed w.e.f. 03.09.2016

b. The number of investor complaints received during the year is NIL

c. The number of investor complaints not solved to the satisfaction of Shareholders isNIL

d. The number of pending complaints as on date is NIL

NAME DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Nitesh R Lodha -Compliance Officer

RCL Foods Limited

200-A Madhavaram High Road

Madhavaram Chennai 600 060

F. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Independent Directors at theirmeeting without the participation of the Non-independent Directors and Managementconsidered/evaluated the Boards' performance performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance the working of its Committees andthe Independent Directors.

G. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

All the Independent directors of the Company have given declarations under Section 149of the Companies Act 2013 that they meet the criteria of independence

H. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimate that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS:

M/s. Krishnan & Giri Chartered Accountants Chennai (FRN: 001512S) StatutoryAuditors of the company were appointed in the 22nd Annual General Meeting ofthe Company for a term of five years from the conclusion of the said Annual GeneralMeeting as per the provisions of Companies Act 2013 subject to ratification byshareholders in every subsequent Annual General Meeting. The Board of Directors recommendsthe Shareholders to ratify the appointment of Statutory Auditors for the financial year2017-2018 and fix their remuneration.

13. REPLY TO AUDITORS REMARK:

Emphasis of Matter:

In the opinion of Board of Directors the investments are approximately of the valuestated as they are realized in the ordinary course of business.

Point No.7 of Annexure "A":

The Board will ensure that the undisputed statutory dues are deposited within thestatutory time limit.

14. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure"B" to this Report.

15. COMMENTS ON SECRETARIAL AUDITORS' REPORT:

The Company is taking necessary steps to comply with the provisions of Section 203 ofthe Companies Act 2013. The Board of Directors will ensure that necessary forms will befiled with the Registrar of Companies and necessary compliances will be made within thestipulated time as mentioned in SEBI [Listing Obligation and Disclosure Requirements)Regulations 2015 wherever applicable.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies [Corporate Social Responsibility) Rules2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In compliance with the provisions of Section 177[9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company.

18. MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

A detailed analysis on the performance of the industry the company internal controlsystems risk management are enumerated in the Management Discussion and Analysis reportforming part of this report and annexed as 'Annexure C\

19. CORPORATE GOVERNANCE:

Regulation 15 of SEBI [Listing Obligations and Disclosure Requirements) Regulations2015 does not apply to your Company as the Company's equity share capital and net worthis below the threshold limit prescribed under the said Regulation. Hence the report onCorporate Governance is not provided.

20. CODE OF CONDUCT:

A declaration signed by the Director affirming compliance with the Code of Conduct bythe Directors and senior management personnel of the Company for the financial year2016-17 is given in "Annexure D".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinarycourse of business and at arm's length pricing basis. The details of related partytransaction pursuant to clause [h) of sub -section 134 of the Act is enclosed in FormAOC-2 as Annexure - E.

22. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

None of the employees draws remuneration of Rs. 850000/- or above per month andRs.10200000/- or above per year. Hence details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not furnished.

Having regard to the provisions of Section 136(1] read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12] of the Companies Act 2013 read with Rule 5(1] of theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished without any fee and free of cost.

23. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Audit Committee has also revisited the Risk Management Policy and has takensteps to strengthen the Risk Management process in keeping with the changes in theexternal environment and business needs.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. In addition to the Internal ControlSystems the Board has laid emphasis on adequate Internal Financial Controls to ensurethat the financial affairs of the Company are carried out with due diligence. These areroutinely tested and certified by the Internal Auditors. Significant audit observationsand follow up actions thereon are reported to the Audit Committee.

24. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive.However the thrust on energy conservation continues and necessary measures foroptimization of energy consumption have been taken. The technology used is indigenousneither any foreign exchange was earned nor there was any outgo of foreign exchange duringthe period under report. The quantitative and other details of the various raw materialsused are given in Notes on Accounts to the Statement of Accounts of the Company.

25. LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in Bombay Stock Exchange.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROBHITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal]Act 2013. During the year under review no complaints have been received.

27. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company. Your Directors would also liketo thank the Members for reposing their confidence and faith in the Company and itsManagement.

By Order of the Board
For RCL FOODS LIMITED
SD/-
Place: Chennai Nitesh Ratanchand Lodha
Date: 01.09.2017 Chairman & Director
[DIN:01748000]