Your Directors have pleasure in presenting the Twenty Ninth Annual Report together withthe Audited financial statements for the year ended 31st March 2020.
1. REVIEW OF PERFORMANCE:
|Particulars ||Current Year ||Previous Year |
| ||31.03.2020 ||31.03. 2019 |
|Income (Including Other Income) ||2503.41 ||2871.54 |
|Expenses (Including exceptional items) ||2095.23 ||2495.18 |
|Profit/(Loss) before Interest Depreciation & Tax (PBIDTA) ||408.18 ||376.36 |
|Finance Charges ||213.32 ||212.67 |
|Depreciation & amortization ||149.26 ||139.56 |
|Net Profit/(Loss) Before Tax ||45.60 ||24.13 |
|Provision for tax including Deferred Tax ||12.03 ||1.02 |
|Net Profit/(Loss) after tax ||33.57 ||23.11 |
|Add / (Less): Share of Profit / (Loss) || || |
|on Associate Companies ||-- ||-- |
|Add / (Less): Minority Interest - Share of Profit / (Loss) ||-- ||-- |
|Net Profit / (Loss) ||33.57 ||23.11 |
|Basic ||0.70 ||0.48 |
|Diluted ||0.70 ||0.48 |
2. OPERATIONAL REVIEW:
During the year under review the company has achieved turnover of Rs. 25.03 Crores ascompared to Turnover of Rs. 28.72 Crores during the last financial year. Decline inturnover is mainly due to teething troubles in the first half of the financial yearcaused due to new line installed by the company in the process capacity expansion and itmay be noted that inspite of the teething troubles in production with new production linecompany could almost maintain the turnover of last year. Your directors of the hopeful ofincrease in turnover in coming years considering enhanced capacity. Net profit of thecompany before tax is Rs. 45.60 Lakhs compared to last year profit before tax of Rs. 24.13Lakhs. Members may note that inspite of reduction in turnover operating margins of thecompany improved due to upgradation of facilities and due to the various cost reductionmeasures adopted by the Company.
Your company has been working as contract manufacturers for multi-national companiesand leading FMCG Companies for more than 2 decades and has been continuously striving tomaintain world class manufacturing standards and recognized by customers for high qualitystandards. During the financial year company continued the contract manufacturing
of Eclairs for Mondelez India Foods Private Limited (Formerly Cadbury IndiaLtd.) and after expansion of production capacities the company has become exclusivepartner of Modelez India for manufacture of eclairs for domestic and export market.
As already imformed your company has enterned into manufacturing agreements with M/s.Bestie Universal Foods LLP and M/s. De Diet Chef India Private Limited. Orders from aboveexecuted agreements still not reached expected levels and management are hopeful of goodorders during the current financial year.
3. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves during the financial year endedMarch 312020.
Your directors do not recommend any dividends for the financial year 2019-20 asprofits are planned to be ploughed back into the business operations of the Company.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
6. ELECTRONIC ANNUAL REPORT:
In view of the continuing Covid-19 pandemic the MCA has vide its circular dated May05 2020 read with circulars dated April 08 2020 and April 13 2020 (collectivelyreferred to as MCA Circulars) permitted the Annual Report to be sent throughelectronic mode accordingly electronic copies of the Annual Report for the financial year2019-20 and Notice of the AGM are sent to all shareholders whose email addresses areregistered with the Company. Members are requested to register their email ids withCompany or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copiesof Annual Report Notice to the AGM and other shareholder's communication.
7. PUBLIC DEPOSITS:
Your Company has not accepted any deposits during the year falling under Section 73 ofthe Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014.
8. SUBSIDIARY HOLDING JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 312020 the Company does not have any subsidiary or holding or jointventure or associate Company as defined under the Companies Act 2013.
9. PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time is attached herewith as Annexure 1.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyhereby confirm that:
a) In the preparation of Annual Accounts for the year ended 31st March2020 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2020 and of the profit and 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 this Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls by the Company and that suchinternal fianancial controls are adequate and operating effectively; and
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.
11. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS:
i) Board Meetings: The Board of Directors of the Company met 05 times during the year2019-20. The gap intervening between two meetings of the board is as prescribed in theCompanies Act 2013. The detail of number of meetings attended by each director is asfollows:
|Names of Directors || |
| ||29.05.2019 ||14.08.2019 ||08.11.2019 ||12.02.2020 ||18.03.2020 |
|Mr. Brahma Gurbani ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Banala Jaya Prakash Reddy ||Yes ||Yes ||No ||Yes ||No |
|Mrs. Umra Singh Sirohi ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Vishal Ratan Gurbani ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Vimal Suresh ||Yes ||Yes ||Yes ||Yes ||Yes |
ii) Key Managerial Personnel: As at March 312020 the following have been designatedas KMP of the Company as defined under Sections 2(51) and 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
Mr. Brahma Gurbani Managing Director
Mr. Vishal Ratan Gurbani - Vice-President (Whole-time Director)
Mr. Vamshi Srinivas Vempati Chief Financial Officer Ms. Monalisa Patni - CompanySecretary (upto 08.11.2019)
iii) Changes in Directors & Key Managerial Personnel:
During the year Ms. Monalisa Patni Company Secretary (CS) and Compliance Officerresigned from the said position w.e.f 08.11.2019.
In order to comply with provisions of Section 152 of the Companies Act 2019 Mr. VishalRatan Gurbani retire by rotation in the ensuing AGM and being eligible offer himself forreappointment. The Board recommends his re-appointment.
iv) Independent Directors:
1. Mr. Banala Jayaprakash Reddy - Second term w.e.f 27.09.2019
2. Mrs. Umra Singh Sirohi - Second term w.e.f 27.09 2019
3. Mr. Vimal Suresh w.e.f 14.02.2019
v) Statement on declaration by independent directors:
The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
vi) Board Committees:
The Company has the following Committees of the Board:
(a) Audit Committee:
The primary objective of Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting process with a view to ensureaccurate timely and proper disclosures and transparency in financial reporting. TheCompany has a qualified and independent Audit Committee comprising of Independent &Promoter Directors. The Chairman of the Committee is an Independent Director.
Audit Committee of your Company as on date consists of 2 Non-executive IndependentDirector and 1 Executive Director. Company Secretary is Secretary to the Audit Committee.
1. Mrs. Umra Singh Sirohi - Chairperson
2. Mr. Vishal Ratan Gurbani - Member
3. Mr. Vimal Suresh - Member
The committee met Four times during the financial year 29.05.2019 14.08.201908.11.2019 and 12.02.2020 attendance of each Member of Committee is as follows.
|S. No. ||Names of the Member ||Designation ||No. of Meetings held ||No. of Meetings attended |
|1 ||Mrs. Umra Singh Sirohi ||Chairperson ||4 ||4 |
|2 ||Mr. Vimal Suresh ||Member ||4 ||4 |
|3 ||Mr. Vishal Ratan Gurbani ||Member ||4 ||4 |
Further there are no recommendations of Audit Committee which were not accepted by theBoard Terms of Reference:
Overviewing the financial reporting process of the Company.
Recommendation for appointment remuneration and terms of appointment ofauditors of the Company decide the nature and scope of audit in consultation withAuditors as well as post-audit discussion;
Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process performance of statutory and internal auditors adequacyof the internal control systems;
Reviewing with the management the annual financial statements and auditor'sreport quarterly financial statements the statement of uses / application of fundsthereon before submission to the board for approval scrutiny of inter-corporate loans andinvestments valuation of undertakings or assets statement of deviations managementdiscussion and analysis of financial condition & such other significant information
Approval or any subsequent modification of transactions of the listed entitywith related parties;
Evaluation and reviewing of adequacy of internal audit function internalfinancial controls and risk management systems;
To review the functioning of the whistle blower mechanism;
(b) Nomination and Remuneration Committee:
Brief description of terms of reference:
The Nomination and Remuneration Committee is vested with the powers relating toformulating the criteria for determining qualifications positive attributes independenceof directors and recommend to the board a policy relating to the remuneration of thedirectorism Key Managerial Employees and other employees.
The Committee shall also identify & screen candidates who qualify to becomedirectors and may be appointed in senior management with the criteria laid downevaluation of director's performance approving and evaluating the compensation planspolicies and programs for executive directors and senior managements.
The Nomination & Remuneration Committee constitutes of following directors:
1. Mrs. Umra Singh Sirohi - Chairperson
2. Mr. Banala Jayaprakash Reddy - Member
3. Mr. Vimal Suresh - Member
The Nomination and Remuneration Committee met twice during the financial year 2019-20on 28.05.2019 and 14.08.2019.
Remuneration Policy and details of remuneration paid to the Directors:
The policy framed by the Nomination and Remuneration Committee under the provisions ofSection 178(4) of the Act is as below:
The remuneration policy of the Company has been so structured in order to match themarket trends of the confectionery industry. The Board in consultation with the Nominationand Remuneration Committee decides the remuneration policy for Directors. The Company hasmade adequate disclosures to the members on the remuneration paid to Directors from timeto time. Remuneration/ Commission payable to Directors is determined by the contributionsmade by the respective Directors for the growth of the Company.
Presently the Non-Executive Directors do not receive any remuneration from the Companyexcept sitting fees.
The aggregate value of salary and perquisites for the year ended 31.03.2020 toExecutive Directors are as under:
|Name ||Designation || |
Remuneration for financial year 2019-20 (in Rs..)
| || ||Salary & Perks ||Commission ||Total |
|Mr. Brahma Gurbani ||Managing Director ||2400000 ||-- ||2400000 |
|Mr. Vishal Ratan Gurbani ||Vice-President & Whole Time Director ||1069200 ||-- ||1069200 |
(c) Stakeholders Relationship Committee:
The role of Stakeholders' Relationship Committee is to consider and resolve thegrievances of shareholders of the Company with respect to transfer of shares non-receiptof annual report non-receipt of declared dividend etc review adherence to the servicestandards in respect of services from the Registrar & Share Transfer Agent and ensuretimely receipt of dividend warrants/annual reports/statutory notices by the shareholdersof the company.
Composition of Stakeholders Relationship Committee is as follows:
Mrs. Umra Singh Sirohi - Chairperson
Mr. Vishal Ratan Gurbani - Member
Mr. Vimal Suresh - Member
vii) Vigil Mechanism:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has established a whistle-blowerpolicy and also established a mechanism for Directors and employees to report theirconcerns.
Whistle Blower Policy:
The Company has established a mechanism for employees to report concerns aboutunethical behaviors actual or suspected fraud and violation of Code of Conduct of theCompany etc. The mechanism also provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee. W affirm that during the financial year 2019-20 no employee has beendenied access to the Audit Committee.
viii) Related Party Transactions:
The related party transactions that were entered into during the financial year were onan arm's length basis and there no material related party transactions made by the Companywith Directors and other related parties which may have potential conflict with theinterest of the company.
Details of the related party transactions as required pursuant to clause (h) ofsub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 is attached herewith as Annexure - 2.
12. PERFORMANCE OF THE BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In accordance with Section 134(3)(p) of the Companies Act 2013 and Rule 8(4) of theCompanies (Accounts) Rules 2014 your Directors have reviewed and evaluated theperformance of the Board of Directors and their committees along with performance ofindividual Director in the light of Company's performance. The performance of theDirectors individually and collectively and performance of committees are foundsatisfactory.
With the spirit of wealth creation for the shareholders of the Company your Directorsare committed to give their best efforts towards the development of the Company.
13. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As your company doesn't have net worth exceeding rupees five hundred crore or turnoverexceeding rupees one thousand crore or net profit exceeding five crore doesn't fall underthe criteria to comply with provisions of Corporate Social Responsibility u/s 135 hencethe disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules2014 are not required to be made.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has laid down internal financial controls and believes that the same arecommensurate with the nature and size of its business. Such controls have beensupplemented by the internal audits carried by Internal Auditor in discussion of top
Management including Directors and Chief Financial Officer and presented before theAudit Committee periodically.
Based on the framework of internal financial controls and the reviews performed by theManagement and the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during financial year 2019-20 forensuring the orderly and efficient conduct of its business including adherence to theCompany's Policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of accounting records and timely preparation ofreliable financial disclosures.
M/s. R R K & Associates Chartered Accountants (FRN: 009785S) Statutory Auditorswere appointed at the Twenty Eighth AGM of the Company to hold the office for a period offive years until the conclusion of the Annual General Meeting of the Company to be held inthe financial year 2024. The Company has obtained consent from the Auditors expressingtheir willingness to continue as statutory Auditors for financial year 2020-21 and thatthey are eligible for such continuation of their appointment.
Further pursuant to section 142 of the Companies Act 2013 payment of remuneration toAuditors requires approval of members in general meeting hence resolution commended forthe approval of Shareholders to authorize the board to negotiate and fix theirremuneration for FY 2020-21.
18. DETAILS OF FRAUD REPORTED BY AUDITORS:
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
19. AUDITORS REPORT:
The Auditors' Report for fiscal 2020 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisannual report.
20. COST AUDIT & RECORDS:
The provisions of Cost audit u/s 148 and Cost Records are not applicable to theCompany.
21. SECRETARIAL AUDITORS:
In accordance with the provisions of Section 204 of the Companies Act 2013 and rule 9of Companies (Appointment and Remuneration of Managerial Persons) Rule 2014 the Board ofDirectors of the Company appointed M/s. V K Bajaj & Associates Practicing CompanySecretaries to conduct Secretarial Audit of the Company for the Financial Year 2019-20.The Secretarial Audit Report for Financial year 2019-20 is herewith appended as Annexure 3to the Board's report.
With regards to advances to sister concerns Board would like to inform you that thoseadvances are given in the ordinary course of business and with regards non-compliance ofRegulation 47(1)(a) of the Listing Regulations you board of directors taken note of noncompliance and will be more diligent in furture.
22. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI) and that such systems are adequate and operating effectively.
23. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 and extract of AnnualReturn in Form MGT 9 is annexed herewith as Annexure 4 to the Boards' Report.
24. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186:
Company has neither made any investments nor given any guarantees during the financialyear except outstanding advances to the Associate Companies.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in the Annexure 5 to this Report.
26. MANAGEMENT DISCUSSION & ANALYSIS REPORT :
As per Regulation 34 (2) and para B of Schedule V of the SEBI (Listing Obligations& Disclosre Requirements) Regulations 2015 Management Discussion and Analysis reportis attached and forms part of this report as Annexure 6.
27. RISK MANAGEMENT:
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework.
The Company has developed and implemented a Risk Management Policy for identifying therisk associated with business of the Company and measures to be taken to mitigate thesame. The Audit Committee has additional oversight in the area of financial risks andcontrols. All risks are well integrated with functional and business plans and arereviewed on a regular basis by the senior leadership. There are no risks which in theopinion of the Board threaten the existence of the Company
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company is always committed to promote a work environment free from discriminationand harassment based on gender thereby providing a friendly workplace environment. Itensures that all employees are treated with dignity and there is no discrimination betweenindividuals on the basis of their race colour gender religion political opinionsocial origin sexual orientation or age.
The Company has created a policy for Prevention of Sexual Harassment of Women atworkplace to seek recourse and redressal to instances of sexual harassment. An InternalComplaints Committee has been constituted in line with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the year ended March 31 2020 the Company has not received any complaintpertaining to sexual harassment in terms of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Your Directors have pleasure in recording their appreciation for the assistanceextended to the Company by various officials of the Central and State Governments andCommercial Banks.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Investors Suppliers Bankers for their support andco-operation. Your Directors express their heartfelt gratitude to the employees for theirexceptional commitment and loyalty to the Company.
| ||By the Order of the Board |
| ||For SAMPRE NUTRITIONS LIMITED |
|Place: Medchal || || |
|Date: 31.08.2020 || || |
| ||Sd/- ||Sd/- |
| ||BRAHMA GURBANI ||VISHAL RATAN GURBANI |
| ||Managing Director ||Whole-time Director |
| ||DIN:00318180 ||DIN:07738685 |