To,
The Members,
Himalaya Food International Limited
The Board of Directors are pleased to present your Company's 32nd
Annual Report on the business and operations of the Company together with the Audited
Financial Statements (Consolidated as well as
Standalone) for the financial year ended March 31, 2023 ("the year
under review" or "the year" or "F.Y. 2022-23").
The Report is in accordance with the applicable provisions of the
Companies Act, 2013 (the "Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), 2015 ("the Listing
Regulations").
1. GENERAL INFORMATION
The Company was incorporated on January 30, 1992. The Company is
engaged in the business of growing of different type of mushrooms (agricultural activity),
manufacturing and export of nutrition dense immunity boosting Mushroom based products,
Cheese, Sweets and Appetizers. Company utilized its Covid lockdown period to develop high
valued medicinal Mushrooms like Reishi.
2. FINANCIAL RESULTS
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
The financial performance of the Company for the financial year ended
March 31, 2023 is summarized below:
(Amount in Lakhs)
Particulars |
Standalone |
Consolidated |
Year ended |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Revenue from |
6675.15 |
6258.93 |
6675.15 |
6258.93 |
Operations |
|
|
|
|
Other Income |
3076.01 |
291.31 |
3076.01 |
291.31 |
Total Income |
9751.16 |
6550.24 |
9751.16 |
6550.24 |
Total Expenditure |
12221.80 |
5412.81 |
12221.92 |
5412.81 |
Profit (loss) before |
(2470.64) |
1137.43 |
(2470.76) |
1137.43 |
exceptional and extra- |
|
|
|
|
ordinary items |
|
|
|
|
Profit (loss) before Tax |
(2470.64) |
9492.32 |
(2470.76) |
9492.32 |
Tax Expense |
51 |
32 |
51 |
32 |
Profit (loss) for the |
(2419.64) |
9524.32 |
(2419.76) |
9524.32 |
period |
|
|
|
|
Total Comprehensive |
(2419.64) |
9524.32 |
(2419.76) |
9524.32 |
Income |
|
|
|
|
3. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
On a standalone basis, the revenue from the operations of your Company
was Rs. 6675.15 lakhs during the F.Y. 2022-23 as against Rs. 6258.93 lakh during the
previous financial year. The loss during the F.Y. 2022 - 23 was Rs. 2470.76 as against the
profit of Rs. 9492.32 lakh during the previous financial year.
FUTURE PROSPECTS
The Company is taking effective steps to improve the performance of the
Company through growth in revenue, managing cost etc. The OTS by consortium of banks was
settled at Rs. 82.80 crores out of which the Company had paid Rs. 37.04 crores till March
31, 2023. The Banks have expressed their willingness to extend the period for balance
payment of OTS amount till March 2024. Also, the efforts are being made for rebuilding of
Gujarat French fry and other fried frozen units.
4. CAPITAL STRUCTURE
Your Company's paid-up equity share capital continues to stand at
Rs. 57,87,28,840/- as on March 31, 2023.
During the year under review, your Company has not made any issue of
equity shares with differential voting rights, Sweat Equity shares and employee stock
option.
5. DIVIDEND
In order to conserve cash and ensure liquidity for the operations for
the F.Y. 2022-23, the Directors are not recommending any dividend for the financial year
2022-23.
6. TRANSFER TO RESERVE
The Board of Directors of your Company has decided not to transfer any
amount to the Reserves for the year under review.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
During the year under review, no amount was required to be transferred
by the Company to the Investor Education and Protection Fund.
8. PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor
accepted any fixed deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE
The Company has two subsidiaries namely Himalya Green Apartments Ltd.
and Appetizer and Snacks Foods Ltd. Also have one Joint Venture with Himalya Simplot Pvt
Ltd. The financial statements of each of the aforesaid subsidiary Companies are available
on the Company's website
https://himalayafoodcompany.com/pages/financials-of-subsidiary and shall be available for
inspection during business hours at the Registered Office of the Company. Any member who
is interested in obtaining a copy of the financial statements may write to the Company
Secretary at the Registered Office of the Company.
In terms of provisions contained in Section 129(3) of the Act, read
with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and
financial position of each of the subsidiaries and joint venture companies in Form AOC-1
is provided as Annexure A' to this report.
10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
COMPOSITION OF THE BOARD OF DIRECTORS
The Company has a balanced mix of Executive and Non-executive
(Independent Directors). The details of the composition of the Board of Directors as on
March 31, 2023 is given below:
Name |
Designation |
Director Identification
Number (DIN) |
Date of Appointment |
Date of Resignation |
Mr. Man Mohan Malik |
Managing Director |
00696077 |
30/01/1992 |
- |
Mrs. Sangita Malik |
Executive Director |
02428506 |
30/07/2007 |
- |
Mr. Sanjiv Kumar Kakkar |
Executive Director |
02434426 |
28/10/2017 |
- |
Mr. Sunil Kumar Khera |
Non- Executive & Independent Director |
00263581 |
30/10/2004 |
- |
Mr. Surendra Kumar Kaushik |
Non- Executive & Independent Director |
05286196 |
19/04/2023 |
21/01/2023 |
Mrs. Neelam Khanna |
Non- Executive & Independent Director |
08332836 |
16/01/2019 |
- |
APPOINTMENT/RE-APPOINTMENT OF DIRECTORS
During the year under review, Mr. Surendra Kumar Kaushik (DIN:
05286196) ceased to be the Independent Director of the Company w.e.f. the closure of the
business hours on January 21, 2023 upon completion of first term of five (05) consecutive
years. However, the Board of Directors appointed him as an additional Director in the
capacity of Non-Executive, Independent Director for second and final term of five
consecutive years on Wednesday, April 19, 2023, on recommendation of Nomination and
Remuneration Committee ("NRC Committee"). Mr. Surendra Kumar Kaushik (DIN:
05286196) appointment was approved by the members of the Company on July 11, 2023.
During the period between the end of the financial year and date of
this report, Mr. Man Mohan Malik (DIN: 00696077) was appointed as the Managing Director of
the Company, not liable to retire by rotation on May 30, 2023 for a term of five (05)
years and the same was approved by the members of the Company on July 11, 2023.
During the period between the end of the financial year and date of
this report, the Board of Directors had approved the re-appointment of Mr. Sanjiv Kumar
Kakkar (DIN: 02434426), Executive Director of the Company for a term of five (05) years
from September 29, 2023 to September 28, 2028 (both days inclusive) for which the approval
of the members is being sought at the ensuing AGM.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with rules made thereunder and Articles of Association of your Company, Mrs.
Sangita Malik (DIN: 02428506), Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting (AGM) and being eligible, offers herself for
re-appointment.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)
70572) has been appointed as the Company Secretary & Compliance
Officer of the Company w.e.f. February 08, 2023.
DECLARATION BY THE INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Act, your Company's Independent
Directors have submitted requisite declarations confirming that they continue to meet the
criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and your Company's Code of Conduct.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Act and Regulation
25(3) of SEBI Listing Regulations, a meeting of the Independent Directors was held on
December 15, 2022.
The Independent Directors at the meeting, inter alia, reviewed the
following:
Performance of Non-Independent Directors and Board as a whole.
Performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non- Executive Directors.
Assessed the quality, quantity and timeliness of flow of information
between the Company, Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
ANNUAL EVALUATION OF THE BOARD AND IT'S COMMITTEES PERFORMANCE
Pursuant to provisions of the Act, the Board is required to carry out
annual evaluation of its own performance and that of its Committees and Individual
Directors including Chairman. The Nomination and Remuneration
Committee ("NRC") of the Board also carries out evaluation of
every Director's performance. Accordingly,
NRC and the Board of your Company have carried out the performance
evaluation during the year under review.
For annual performance evaluation of the Board as a whole, its
Committees and individual Directors including the Chairman of the Board, the Company has
formulated a questionnaire to assist in evaluation of the performance.
Every Director has to fill the questionnaire related to the performance
of the Board, its committees and individual Directors except himself by rating the
performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being
Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting
the ratings was formulated and placed before the Board for formal annual evaluation by the
Board of its own performance and that of its Committees and individual Directors including
Chairman of the Board. The Board was satisfied with the evaluation results.
REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR
APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS
Your Company has in place, a policy for remuneration of Directors, Key
Managerial Personnel ("KMP") as well as a well-defined criterion for the
selection of candidates for appointment to the said positions, which has been approved by
the Board. The Policy broadly lays down the guiding principles, philosophy and the basis
for payment of remuneration to the Executive and Non-Executive Directors (by way of
sitting fees) and Key Managerial Personnel. The criteria for the selection of candidates
for the above positions cover various factors and attributes, which are considered by the
Nomination & Remuneration Committee and the Board while selecting candidates. The
policy on remuneration of Directors, Key Managerial Personnel is available at the website
of your Company and can be accessed at https://himalayafoodcompany.com/pages/policies. The
Board has also formulated and adopted the policy on the Diversity of the
Board'. The details of the same are available at the website of your Company.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Company has formulated a Code of Conduct for Directors and Senior
Management Personnel and they have complied with the requirements mentioned in the
aforesaid code. For further details, please refer the Corporate Governance Report.
11. BOARD MEETINGS
During the F.Y. 2022-23, five (05) meetings of the Board of Directors
were held. The details of the meetings and the attendance of the Directors are provided in
the Corporate Governance Report. The intervening gap between the meetings was within the
period prescribed under the Act and the Listing Regulations.
12. BOARD COMMITTEES
Your Company has in place the Committee(s) as mandated under the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are currently three (03) committees of the Board,
namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder's Relationship Committee
Details of the Committees along with their charter, composition and
meetings held during the year, are provided in the Corporate Governance Report, which
forms part of this report.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES
ACT, 2013
Pursuant to the requirements under Section 134(3) (g) of the Act,
details of loans, guarantees, securities provided or investments made as covered under the
provisions of Section 186 of the Act, during the year under review, are provided in the
notes to the standalone financial statements forming part of the Annual Report.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the Financial Year with the related parties were in ordinary course of business and
at an arm's length basis. The particulars of contracts or arrangements entered into
by the Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 have been disclosed in Form No. AOC -2, which is annexed to this
report as
Annexure -B.
15. AUDITORS
STATUTORY AUDITOR & AUDITOR'S REPORT
M/s. Sharma Kumar & Associates, Chartered Accountants (Firm
Registration No.: 030842N), were appointed as the Statutory Auditors of your Company for a
period of five (05) consecutive years to hold office from the conclusion of 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting of the Company.
The report given by M/s. Sharma Kumar & Associates, Chartered
Accountants, Statutory Auditors on the financial statements of your Company for the
financial year ended March 31, 2023 forms part of the Annual Report. The comments on
statement of accounts referred to in the report of the Auditors are self-explanatory.
The Auditors' Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s. RBS & Co, Company Secretaries in Practice, Delhi (FRN: 087500) as
the Secretarial Auditor for conducting Secretarial Audit of your Company for the financial
year ended March 31, 2023.
In terms of the provisions of Listing Regulations read with SEBI
circulars, a Secretarial Compliance Report was also obtained by the Company from the
Secretarial Auditors and the same was also intimated to the Bombay Stock Exchange Limited
("BSE Limited"). The report of the Secretarial Auditor is annexed to this report
as Annexure -C.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s.
Grownumero Advisors Private Limited for conducting the Internal Audit of your Company for
the financial year ended March 31, 2023.
16. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this
Annual Report and shall also be laid before the shareholders in the ensuing Annual General
Meeting of the Company. The Consolidated Financial Statements have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company has a well-defined Policy on Corporate Social
Responsibility ("CSR") as per the requirement of
Section 135 of the Act.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended, statutory disclosures
with respect to the CSR Committee and an Annual Report on CSR Activities forms part of
this Report as Annexure -D.
The CSR Policy and Annual Action Plan as approved by the Board of
Directors of the Company is available on the website of the Company and can be accessed at
https://himalayafoodcompany.com/pages/csr.
Further, the Chief Financial Officer ("CFO") of your Company
has certified that CSR spends of your Company for the FY 2022-23 have been utilized for
the purpose and in the manner approved by the Board of the Company.
18. CORPORATE GOVERNANCE REPORT
Your Company continues to be compliant with the requirements of
Corporate Governance as enshrined in
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations').
A Report on Corporate Governance as stipulated under the Listing
Regulations forms part of the Annual Report which is attached as Annexure-E. A certificate
from the Statutory Auditors of the Company, confirming compliance with the conditions of
Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual
Report as Annexure -F.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms part of the Annual Report as Annexure -G.
20. COMPLIANCE WITH SECRETARIAL STANDARD ISSUED BY ICSI
The Board of Directors affirm that your Company has complied with all
the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1)
and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of
Company Secretaries of India (ICSI) during the year under review.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
relating to the conservation of energy and technology absorption. The Company makes
continuous efforts to explore new technologies and techniques to make the infrastructure
more energy efficient. The operations of the Company are not energy intensive. Your
Company uses the agro waste to fire boilers.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars (Accrual Basis) |
Amount (In Rupees) |
Inflow foreign Exchange |
33,79,10,816 |
Outflow foreign Exchange |
NIL |
22. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details as required
under section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure-H to this report.
23. VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower
Policy to deal with instances of unethical behavior, actual or suspected, fraud or
violation of Company's code of conduct. The details of the policy are provided in the
Corporate Governance Report and also posted on the website of the Company
https://cdn.shopify.com/s/files/1/2290/3477/files/Vigil_Mechanism_cum_Whistle_Blower_Policy.pdf?v=
1676790822.
24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards any action on the part of any of
its official, which may fall under the ambit of Sexual Harassment' at workplace
and is fully committed to uphold and maintain the dignity of every women employee of the
Company. The Company's Sexual Harassment Policy provides for protection against
sexual harassment of Women at workplace and for Prevention and redressal of such
complaints. During the year under review, no case of Sexual Harassment were reported.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has in place adequate internal control systems
commensurate with the size of its operations. The Company has in place adequate controls,
procedures and policies, ensuring orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information. Based on the framework of internal
financial controls and compliance systems established and maintained by the Company, the
work performed by the internal auditors and the reviews performed by management and the
Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during the financial Year 2022-23.
26. MAINTENANCE OF COST RECORDS
The provisions of section 148 (1) of the Companies Act, 2013 for
maintenance of cost records is not applicable to the Company.
27. REPORTING OF FRAUD BY THE AUDITORS
During F.Y. 2022-23 under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against your Company by its officers
or employees, the details of which would need to be mentioned in this Report.
28. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of your Company for the financial year ended March 31, 2023 is uploaded
on the website of your Company and can be accessed at
https://himalayafoodcompany.com/pages/annual-return.
29. OTHER DISCLOSURES
There were no material changes and commitments affecting the financial
position of your Company between the end of the financial year and the date of this
report.
There was no revision in the Financial Statements.
There has been no change in the nature of business of your Company as
on the date of this report.
30. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act, 2013:
a) in the preparation of the annual accounts, for the financial year
ended March 31, 2023, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at the end of
financial year and of the profit & loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis; e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
31. ACKNOWLEDGEMENT
Your directors acknowledge with gratitude the co-operation and
assistance received from the Banks, Government Authorities, customers, shareholders,
vendors, other stakeholders and look forward to their continued assistance in the future.
Your Directors also wish to place on record their deep sense of appreciation for the
committed service of the Executives, staff and workers of the Company.
For and on behalf of the Board of Directors Himalaya Food International
Limited
|
Sd/- |
Sd/- |
|
Man Mohan Malik |
Sangita Malik |
Date: August 14, 2023 |
Managing Director |
Director |
Place: New Delhi |
(DIN: 00696077) |
(DIN: 02428506) |
|