Moneycontrol
Get App
SENSEX NIFTY
you are here:

Hindustan Foods Ltd.

BSE: 519126 | NSE: HNDFDS | Series: NA | ISIN: INE254N01018 | SECTOR: Food Processing

BSE Live

Jun 02, 16:00
529.35 15.55 (3.03%)
Volume
AVERAGE VOLUME
5-Day
122
10-Day
179
30-Day
437
73
  • Prev. Close

    513.80

  • Open Price

    520.00

  • Bid Price (Qty.)

    492.10 (3)

  • Offer Price (Qty.)

    530.00 (10)

NSE Live

Jun 02, 15:32
525.50 16.95 (3.33%)
Volume
AVERAGE VOLUME
5-Day
2,925
10-Day
3,028
30-Day
5,904
2,178
  • Prev. Close

    508.55

  • Open Price

    529.80

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Directors'' Report -

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company and the Audited financial accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS Rs. in lacs

2017-18

2016-17

Total Revenue

13998.28

3890.07

Profit for the year before Finance charges and depreciation

1118.26

313.84

Less: Finance charges

131.25

94.66

Profit before depreciation

987.01

219.18

Less: Depreciation

121.68

136.24

Profit/(Loss) for the year after Finance charges and depreciation / before tax for the year Less: Provision for Tax -

865.33

82.94

Current Tax

55.30

30.00

Deferred Tax

213.39

(13.62)

Mat Credit Entitlement of earlier year

(30.89)

Profit for the year after Tax

627.53

66.58

Other Comprehensive Income

(2.74)

(17.54)

Total Comprehensive Income

624.79

49.02

The Company did not transfer any amounts to the general reserve during the year.

YEAR IN RETROSPECT

The year under review has been a truly Leap year for the Company. During the year under review, the Company continued to manufacture extruded foods at its Goa plant but also took a quantum jump to introduce new product categories, new customers and new geographies. The leather business acquired in the last year was consolidated and expanded. The Company signed on new customers for the leather business as well including marquee brands like Steve Madden, U.S. Polo etc.

The Company has acquired the facility for manufacturing Mortein brand of Pest Control products from Reckitt Benckiser India Private Limited and entered into a long term contract for the facility. This acquisition marked the Company''s entry in North India and given the long term nature of the contract, also ensures that the Company has clear visibility of its earnings for the next few years.

The Company also acquired another leather business, G Shoe Export which had been in the business for the last 40 years exporting shoes to high street brands like Dune, Bocage etc. to U.K., France and Italy. We believe that this acquisition will result in greater synergies for the Company and allow the Company to grow its leather business further.

The Company also entered into a contract with Hindustan Unilever to set up a large tea packing unit in Coimbatore. This facility is expected to start commercial production from Q3 of FY19 and we are confident that this will further add to the scale and profitability of the Company.

The Company also initiated the process of acquiring a detergent manufacturing factory in Hyderabad. This acquisition will result into the Company strengthening it relationship with Hindustan Unilever Limited and will also open a new geography and product category for the Company.

The Company reported a turnover of Rs. 13998.28 lakhs for the year under review as compared to Rs. 3890.07 lakhs during the previous year and a profit after tax of Rs. 627.53 lakhs for the year under review as compared to Rs.66.58 lakhs during the previous year.

SHARE CAPITAL

The Board of Directors of the Company in its meeting held on 24th May, 2018 have approved to increase its Authorized Share Capital from Rs. 15,00,00,000 (Rupees Fifteen Crores Only) to Rs. 21,50,00,000/- (Rupees Twenty One Crores Fifty Lacs Only) divided into 1,95,00,000 (One Crores Ninety Five Lacs) Equity Shares of Rs. 10/- each and 2,00,000 (Two Lakhs) 9% Redeemable Preference shares of Rs. 100/- each and to allot 500000 Equity shares of Rs.10/- each to the promoters/promoter group on preferential basis.

Special resolution has been passed by the shareholders approving the same and the Company has allotted 500000 Equity shares of Rs.10/- each at a premium of Rs.290/- to the promoters/promoter group on preferential basis.

SHIFT OF REGISTERED OFFICE:

The Board of Directors of the Company in its meeting held on 24th May, 2018 approved shifting of the registered office of the Company from State of Goa to State of Maharashtra i.e Dempo House, Campal, Panaji, Goa 403001 to Office No. 03, Level 2, Centrium, Phoenix Market City, 15, Lal Bahadur Shastri Rd, Kurla, Mumbai, Maharashtra 400070.

Special Resolution has been passed by the shareholders approving the same. The process of shifting is underway and is subject to necessary approvals.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company in its meeting held on 24th May, 2018 have proposed a scheme of arrangement where under the Contract Manufacturing (Hyderabad) Business of Avalon Cosmetics Private Limited will be demerged into the Company subject to necessary approvals.

DIVIDEND

To conserve resources and in order to strengthen the Company''s financials, your Directors do not recommend any dividend for the year under review.

LISTING INFORMATION

The equity shares of the Company are listed on BSE Limited (BSE) The listing fees for the year 2018-2019 have been paid to BSE. ACCREDITATION

The Company continues to enjoy Food Safety System Certification 22000 accreditation made by SGS United Kingdom Ltd.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

SUBSIDIARY COMPANIES

The Company did not have any subsidiary as on 31st March, 2018.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from the operating management, 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 accounts, the applicable accounting standards have been followed along with the

proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgment 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 accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nikhil Vora ( DIN 05014606 ) retires by rotation at the forthcoming Annual General Meeting, being eligible, Mr. Nikhil Vora offers himself for re-appointment. Your Board has recommended his reappointment.

Brief resume of the director proposed for re-appointment together with other relevant details form part of the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sameer R. Kothari, Managing Director, Mrs. Beena M. Mahambrey, Company Secretary and Mr. Kedarnath Swain, CFO, are the Key Managerial Personnel of the Company.

Mr. Sameer R. Kothari has replaced Mr. Ganesh T. Argekar as the CEO & KMP with effect from 22nd May, 2017.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013, from the Independent Directors of the Company viz., Mr. Shashi Kumar Kalathil, Adv. Sudin M. Usgaonkar and Ms. Honey Vazirani confirming that they meet the criteria of independence as prescribed under sub-section

(6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations in respect of their position as an Independent Director of Hindustan Foods Limited.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company''s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shashi K. Kalathil who serves as the Chairman of the Committee, Mr. Ganesh T. Argekar and Ms. Honey Vazirani as the other members. The terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.hflgoa.com.

The Salient features of the Nomination and Remuneration Policy is included in this Report as Annexure - I.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees.

Based on various criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

INTERNAL CONTROL SYSTEM

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) (IFC) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business.

Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

STATUTORY AUDITORS

As per the requirements of Section 139(2) of the Companies Act, 2013 (''the Act''), M/s. MSKA & Associates, Chartered Accountants (Registration No. 105047W) were appointed as statutory auditors for a period of 5 years at the 32nd Annual General Meeting held on 27th September, 2017.

As per notification issued by Ministry of Corporate Affairs dated 7th May, 2018, ratification of the statutory auditors at the Annual General Meeting is not required.

STATUTORY AUDITORS'' OBSERVATIONS

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors'' Report which requires any clarification or explanation.

COST AUDIT

The maintenance of cost records is not applicable to the Company as per the amended companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company has appointed CS Sadashiv V. Shet, Practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31st March, 2018 forms a part of this Annual Report. The same is self explanatory and requires no comments.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been posted on the Company''s website www.hflgoa.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

RISK MANAGEMENT

The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

As required under Regulation 23(1) of the Listing Regulations, 2015, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the Company''s website: www.hflgoa.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR :

There have been no 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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2018 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 33rd Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - II to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company in its meeting held on 24th May, 2018 has constituted CSR Committee in compliance with Section 135 of the Companies Act, 2013 read with rules made thereunder.

Composition of CSR Committee is as under: Sr. No. Name of the Director Chairman/Member

1. Mr. Sameer Kothari Chairman

2. Mr. Ganesh Argekar Member

3. Mr. Shashi Kalathil Member

ANNUAL RETURN

Annual Return of the Company has been placed on the Company''s website www.hflgoa.com

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has constituted an Internal Complaints Committee (ICC) and formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

CORPORATE GOVERNANCE

It has been the endeavour of the Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of corporate governance.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government

authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

SAMEER R. KOTHARI GANESH T. ARGEKAR

Managing Director Executive Director

DIN: 01361343 DIN: 06865379

Panaji,Goa.

13th August, 2018

Director’s Report