Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith the Audited financial statements for the year ended 31st March 2019.
1. REVIEW OF PERFORMANCE: (Amount in Lakhs)
|Particulars ||Current Year 31.03.2019 ||Previous Year 31.03.2018 |
|Income (Including Other Income) ||2871.54 ||3275.34 |
|Expenses (Including exceptional items) ||2495.18 ||2962.89 |
|Profit/(Loss) before Interest Depreciation & Tax (PBIDTA) ||376.36 ||312.45 |
|Finance Charges ||212.67 ||115.60 |
|Depreciation & amortization ||139.56 ||148.43 |
|Net Profit/(Loss) Before Tax ||24.13 ||48.42 |
|Provision for tax including Deferred Tax ||1.02 ||24.20 |
|Net Profit/(Loss) after tax ||23.11 ||24.22 |
|Add / (Less): Share of Profit / (Loss) on Associate Companies ||- ||- |
|Add / (Less): Minority Interest - Share of Profit / (Loss) ||- ||- |
|Net Profit / (Loss) ||23.11 ||24.22 |
|Basic ||0.48 ||0.50 |
|Diluted ||0.48 ||0.50 |
2. OPERATIONAL REVIEW:
During the year under review the company has achieved turnover of Rs. 28.72 Crores ascompared to Turnover of Rs. 32.75 Crores during the last financial year. Decline inturnover is mainly due to decrease in volume of orders from customers due to unfavourablemarket conditions and correspondingly decline in profits of 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. Further considering vast experience of the company in confectionery industrycompany has launched its own products in the market to encash the deep knowledge ofcompany in various candy flavors'. In the first phase company has launched 6 flavors ofHard Boiled Candy under "Sampre" Brand promoting own brand has it ownchallenges and company is cautiously planing to promote its own brand.
During the financial year company continued the contract manufacturing of"Eclairs" for M/s. Krafts Foods Limited but the chocolate eclair and soft toffeecategory is struggling because margins are low due to the premium nature of the productwhich is main cause for decline in turnover of the company.
Further your company has entered into Manufacturing Agreements with M/s. BestieUniversal Foods LLP M/s. De Diet Chef India Private Limited and M/s. Future ConsumerLimited. Orders from above executed agreements still not reached expected levels andmanagement hopeful of good order during the current financial year
3. TRANSFER TO RESERVE:
It is not proposed to transfer any amount to reserve during the financial year endedMarch 312019.
Your directors do not recommend any dividends for the financial year 2018-19 asprofits are planned to be ploughed back into the business operations of the Company.
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.
6. SUBSIDIARY/ASSOCIATE COMPANIES:
Your Company do not have any Subsidiary or Associate Company during the financial yearended on 31st March 2019.
In accordance with the provisions of Section 136 of the Companies Act 2013 the auditedfinancial Statements and related information of the Company are available on our website.The said information is also available for inspection at the Registered Office of thecompany during business hours and separate copy of such statements will be provided at therequest of the members.
7. 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.
8. 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 March2019 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 ended 31stMarch 2019 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 financial 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.
9. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS:
i) Board Meetings:
The Board of Directors of the Company met 08 times during the year 2018-19. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.The detail of number of meetings attended by each director is as follows:
|S. No. ||Names of Directors || |
| || ||29.05.2018 ||21.06.2018 ||14.08.2018 ||30.08.2018 ||12.11.2018 ||14.02.2019 ||01.03.2019 ||04.03.2019 |
|1. ||Brahma Gurbani ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|2. ||Meera B Gurbani** ||Yes ||Yes ||No ||Yes ||- ||- ||-- ||- |
|3. ||Vishal Ratan Gurbani ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|4. ||Banala Jayaprakash Reddy ||Yes ||No ||Yes ||Yes ||Yes ||Yes ||Yes ||No |
|5. ||Umra Singh Sirohi ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|6. ||Vimal SureshA* ||-- ||-- ||-- ||-- ||-- ||-- ||Yes ||Yes |
**Retired w.e.f 29.09.2018 ^Appointed w.e.f 14.02.2019
ii) Changes in Directors & Key Managerial Personnel :
Ms. Meera Brahma Gurbani was retired by rotation on the 27th AGM held on29.09.2018 and expressed her unwillingness for re-appointment as Director on the Board andfurther the Company has not filled the vacancy caused by the retirement. The Board puts onrecords appreciation for services rendered by her during her tenure as director of thecompany.
Further Ms. Monalisa Patni was appointed as Company Secretary (CS) and ComplianceOfficer of the Company w.e.f 04.03.2019.
In order to comply with provisions of Section 152 of the Companies Act 2019 Mr.Brahma Gurbani Director of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.
iii) Independent Directors:
1. Mr. Banala Jayaprakash Reddy w.e.f 27.09.2014
2. Mrs. Umra Singh Sirohi w.e.f 27.09.2014
3. Mr. Vimal Suresh w.e.f 14.02.2019
Mr. Banala Jayaprakash Reddy and Mrs. Umra Singh Sirohi Independent Directors wereappointed at the 23rd Annual General Meeting held on 27th September2014 for a period of Five
(5) years upto 26th Spetember 2019. Pursuant to provisions of Section 149and 152 and other applicable provisions of the Companies Act 2013 and on therecommendation of Nomination and Remuneration Committee and based on the performanceevaluation report the board recommends re-appointment of above mentioned directors for afurther period term of 5 consecutive years.
Mr. Vimal Suresh was appointed as Additional Director on the Board w.e.f 14thFebruary 2019 under section Section 161 of Companies Act 2013 and he hold the office upto the date of ensuing AGM. He was designated as Independent Director on the Board for aperiod of 5 years from 14th February 2019 to 13th February 2024.In this regard company is in receipt of notice U/s 160 of the act proposing hiscandidature for appointment as Director of the Company. The Board recommend hisappointment.
iv) 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.
v) 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 two Non-executive IndependentDirectors and One Executive Director. Company Secretary is Secretary to the AuditCommittee.
|1. ||Mrs. Umra Singh Sirohi ||Chairperson |
|2. ||Mr. Vishal Ratan Gurbani ||Member (w.e.f 12.11.2018) |
|3. ||Mr. Vimal Suresh ||Member (w.e.f 14.02.2019) |
|4. ||Mrs. Meera Brahma Gurbani ||Member (upto 29.09.2018) |
|5. ||Mr. Banala Jayaprakash Reddy ||Member (upto 14.02.2019) |
The committee met Four times during the financial year 29.05.2018 14.08.201812.11.2018 and 14.02.2019 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. Banala Jayaprakash Reddy ||Member ||4 ||4 |
|3 ||Mr. Vishal Ratan Gurbani ||Member ||2 ||2 |
|4 ||Mrs. Meera Gurbani ||Member ||2 ||2 |
Terms of Reference:
Over viewing 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 postaudit 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 andRemuneration 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 (w.e.f 14.02.2019) |
|4. ||Mrs. Meera Brahma Gurbani ||Member (upto 29.09.2018) |
The Nomination and Remuneration Committee met once during the Financial year 2018-19 on14.02.2019.
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 31.03.2019 toExecutive Directors are as under:
|Name ||Designation || |
Remuneration paid/to be paid for Financial year 2018-19 (in t.)
| || ||Salary & Perks ||Commission ||Total |
|Mr. Brahma Gurbani ||Managing Director ||18.75 Lakhs ||-- ||18.75 Lakhs |
|Mr. Vishal Ratan Gurbani ||Vice-President & Whole Time Director ||10.69 Lakhs ||-- ||10.69 Lakhs |
(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 (w.e.f 12.11.2018) |
|Mr. Banala Jayaprakash Reddy ||Member (upto 14.02.2019) |
vi) 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. We affirm that during the financial year 2018-19 no employee hasbeen denied access to the Audit Committee.
vii) 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.
10. 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.
11. 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.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the CSR norms are not applicable to the Company the disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are not required to bemade.
13. 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). Also the provisions of the Investor EducationProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 are notapplicable to the Company.
14. BOARD EVALUATION:
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committee and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. On the basis of thePolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors a process of evaluation was followed by the Board for its ownperformance and that of its Committees and individual Directors.
15. COST RECORDS:
The provision of Cost audit as per section 148 doesn't applicable on the Company.
M/s. R R K & Associates Chartered Accountants (FRN: 009785S) Statutory Auditorsof the Company retire at the conclusion of the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed there under it is proposed to re-appoint M/s. R R K & Associates CharteredAccountants as statutory auditors of the Company from the conclusion of the ensuing AGMtill the conclusion of the 33rd AGM to be held in the year 2024. M/s. R R K& Associates Chartered Accountants have furnished the Certificate of theireligibility for appointment in compliance with Section 141 of the Companies Act 2013.
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 2019-20.
The Board recommends their re-appointment.
17. DETAILS OF FRAUD REPORT BY AUDITOR:
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
18. AUDITORS REPORT:
The Auditors' Report for fiscal 2019 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisannual report.
19. 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 2018-19.The Secretarial Audit Report for Financial year 2018-19 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The company has in place an Anti Sexual Harassment policy in line with the requirmentof the Sexual Harassment women at work place (Prevention Prohibition and Redressal) Act2013. The internal complaints comittee ("ICC") has been setup to redress thecompalints received regarding sexual harrasment. All employees are covered under thispolicy.
During the year there were no complaints referred to the ICC.
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 Order of the Board For SAMPRE NUTRITIONS LIMITED
| ||Sd/- ||Sd/- |
| ||BRAHMA GURBANI ||VISHAL RATAN GURBANI |
|Place : Medchal ||Managing Director ||Whole-Time Director |
|Date : 14.08.2019 ||DIN:00318180 ||DIN:07738685 |