To the Members,
The Directors have pleasure in presenting this Twenty Eighth Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2018.
FINANCIAL RESULTS :
The summarized financial results for the year ended 31st March, 2018 and for the previous year ended 31st March, 2017 are as follows:
[Rs. in Lacs]
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Year Ended 31.03.2018
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Year Ended 31.03.2017
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Revenue from Operations
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9106.73
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8514.68
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Other Income
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245.59
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186.93
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Total Revenue
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9352.32
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8701.61
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Profit before Finance Cost, Depreciation & Tax
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1932.62
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2091.30
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Finance Cost
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363.42
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482.88
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Depreciation
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500.16
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486.27
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Profit before Tax
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1069.04
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1122.15
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Less : Tax Expenses
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388.26
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337.61
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Profit for the year
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680.78
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784.54
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During the year under review, your Company achieved total revenue and net profit of Rs 9352.32 Lacs and Rs 680.78 Lacs respectively as against total revenue and Net Profit of Rs. 8701.61 Lacs and Rs 784.54 Lacs respectively during the previous financial year ended 31st March, 2017.
The comprehensive details of performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.
TRANSFER OF UNCLAIMED DIVIDEND
An amount of Rs 1157892/- (Rupees Eleven Lacs Fifty Seven Thousand Eight Hundred Ninety Two only) was transferred to Investor Education and protection Fund (IEpF) during the year under review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has transferred 3,53,985 (Three Lacs Fifty Three Thousand Nine Hundred Eighty Five) Equity Shares on which Dividend was not paid for more than seven years to Investor Education and protection Fund (IEpF) during the year under review.
DIVIDEND
Keeping in view, the fund requirements for expansions of the Company, the Board of the Directors of the Company has not recommended Dividend for the financial year under review.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2018 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2018 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi - 7610 Equity shares
FIXED DEPOSITS
The Company neither had any fixed deposits outstanding as at 31st March 2018 nor any fresh/renewal of deposits were accepted during the financial year 2017-18. There were no unclaimed deposits as at March 31, 2018.
DIRECTORS
During the year Mr. A. Raghavendra Rao (DIN 05116052) was appointed as Additional Director and Whole-time Director of the Company on 14.08.2017 and Mr. Rajendra Kumar Mishra (DIN 07905342) appointed as an Additional Director on the Board w.e.f. 16.08.2017. They will hold office upto the date of ensuing Annual General Meeting and being eligible offer themselves for their appointment as Directors of the Company. Your Directors welcome Mr. A. Raghavendra Rao and Mr. Rajendra Kumar Mishra on the Board of the Company
During the year under review Mr. S. K. Kaushik, Mr. T. N. pandey, Mr. G. N. Gupta, Mr. M.G. Gupta and Mr. R. K. Jain resigned from the Board of Directors due to their personal reason w.e.f. 30.06.2017, 14.08.2017, 16.08.2017, 21.09.2017 and 13.11.2017 respectively. The Board of Directors placed on record their appreciations for the valuable contribution made during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman (DIN 00023452) of the Company retire by rotation and being eligible, offers himself for reappointment.
The tenure of Mr. P.N. Sharma (DIN 00023625) as an Independent Director of the Company is expiring on 25th May, 2019 and being eligible be reappointed as an Independent Director of the Company from 26th May, 2019 for second term of three years till 25th May, 2022.
The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and SS-2 issued by ICSI are provided in the Notice of Annual General Meeting of the Company.
All the Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of Familiarization programme to Independent Directors of the Company are put up on the website of the Company at the link https://www.flexfoodsltd. com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-program-for-Independent-Directors-2017-20118.pdf
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Companies Act, 2013.
DIRECTORS’ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that the Company has selected such accounting policies and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the Profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS
There is no change in Statutory Auditors as M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013), will continue as Statutory Auditor of the Company as appointed for a term of five years in last Annual General Meeting i.e. from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013.
The Report given by M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.
The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2018 are self-explanatory and therefore do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co., Chartered Accountants, New Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.
Secretarial Auditors
The Board has re-appointed M/s Mahesh Gupta & Co., practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-2019. The Report of the Secretarial Auditor is annexed to the Report as per Annexure ‘A’.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. p.N. Sharma, Chairman, Mr. Rajendra Kumar Mishra, Member and Mr. A. Raghavendra Rao, Member. During the year Mr. M.G. Gupta, Mr. R.K. Jain and Mr. S. K. Kaushik have resigned from the Board and accordingly ceased as members of the Corporate Social Responsibility Committee The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility policy (CSR policy) which is available on the website of the Company at http://www.flexfoodsltd.com/pdf/ CSRpolicy.pdf.
Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility policy) Rules, 2014 is appended as Annexure -“B” and forms integral part of this Report.
The Company had to do CSR Activity for an amount of Rs.26.42 lacs based on the average profits of the three proceeding financial years. However, the Company spent Rs.20.00 lacs upto 31st March, 2018. The balance amount of Rs.6.42 lacs could not be spent as the company was not able to identify meaningful CSR activities.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure ‘C’ & ‘D’ respectively.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming part of the Extracts of Annual Return is annexed as per Annexure ‘E’.
(ii) Meetings
During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mr. p.N. Sharma as the Chairman, Mr. Rajendra Kumar Mishra and Mrs. Anupam Ahuja as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related party Transactions
All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.
The Related party Transactions policy as approved by the Board is uploaded on the Company's website www. flexfoodsltd.com. at the weblink http://www.flexfoodsltd. com/b2c-policy-on-related-party-transactions.php
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or Court, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS
A detailed note is provided under Management Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower policy has been laid down. The same policy as approved by the Board was uploaded on the Company's website www.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy. pdf
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual performance Evaluation of its own performance and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2017-2018 and hence no complaint is outstanding as on 31.03.2018 for redressal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this report affecting financial position of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
RISK MANAGEMENT
Risk Management is a very important part of any business. Company's Risk Management policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.
However no risk has been identified which in the opinion of the Board may threaten the existence of the Company.
POLICY ON REMUNERATION
The company has Nomination and Remuneration policy for Directors, Key Management personnel and Senior Management personnel. The said policy is available at www. flexfoodsltd.com
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :
The company does not have any subsidiary or Joint Venture. However, the company is associate company of Uflex Limited.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided as per Annexure ‘F’.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed as “Annexure ‘G’.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where company's operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
place : NOIDA Chairman
Dated: 26th May, 2018 (DIN 00023452)
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