you are here:

Ovobel Foods Ltd.

BSE Live

Jan 25, 16:00
24.95 1.15 (4.83%)
Volume
AVERAGE VOLUME
5-Day
1,880
10-Day
1,260
30-Day
763
800
  • Prev. Close

    23.80

  • Open Price

    24.95

  • Bid Price (Qty.)

    23.00 (200)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Ovobel Foods is not listed on NSE

Annual Report

For Year :
2016 2014 2002

Director’s Report

DIRECTORS'' REPORT To the members of Ovobel Foods Limited

The Directors are pleased to present the 24th (Twenty Fourth) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

(Rupees In Lakhs)

Particulars

For the year ended

For the year ended

31.03.2016

31.03.2015

Total Income

11,513

10,674

Total Expenses excluding Finance Cost & Depreciation

10,679

9,183

Finance Cost & Depreciation

217

148

Total Expenses including Finance Cost & Depreciation

10,896

9,331

Net Profit (Loss) Before Tax

617

1,343

Tax Expenses

Current Tax

186

33

Deferred Tax

13

388

Net Profit (Loss) After Tax

418

922

Earnings Per Share -

Basic &

3.98

8.78

Diluted (in Rs.)

3.98

8.78

The entire profit of the company has been transferred to reserves.

2. OPERATIONAL REVIEW:

The highlights of the Company performance are as under:

- The Net Sales for the period increased from 9,888 lakhs in the previous year to 10,642 lakhs.

- The Profit Before Tax (PBT) for the period decreased from 1,343 Lakhs (previous year) to 617 Lakhs (Current year).

- Profit after tax (PAT) for the period decreased from 922 Lakhs (previous year) to 418 lakhs (Current year).

Your board will take required actions for increasing the revenue and reducing the cost of the Company.

3. NATURE OF BUSINESS:

The company operates in the domain of egg powder and frozen egg manufacture and exports.

There has been no change in the nature of business of the Company during the year under review.

4. DIVIDEND:

The Board regret its inability to recommend any dividend as it is considered prudent conserve the resources for investments in the business.

5. SHARE CAPITAL:

The Authorized Capital and Paid-up Capital of the Company as on March 31, 2016 was Rs. 11,00,00,000/- and Rs. 10,50,08,000/- respectively. There has been no change in the capital structure of the company during the year.

6. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company during the period under review.

7. FIXED DEPOSITS:

During the financial year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has invested Rs 3 lakhs in 10,000 Equity Instruments of Rs. 10/- each fully paid in SMIFS Capital Markets Limited (Quoted).

(Market value Rs 3 lakhs - March 2016)

9. MATERIAL CHANGES AND COMMITMENTS:

There is no material changes and commitments affecting our financial position between the end of the financial year to which this financial statement relates and date of this report.

There is no significant and material order by the regulator/ court/tribunals impacting the going concern status and the Company''s operation in future.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of Company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & Managing Director.

11. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable Rules made there under is annexed to this Report as Annexure I.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy and the details of the CSR activities are given as Annexure VII forming part of this Report.

13. CHANGES IN COMPOSITION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- Mr. Narendra Haldawar was appointed as an Additional Director with effect from 31st December, 2014 and was regularized as a Director of the Company at the Annual General Meeting of the Company held on 25th September, 2015.

- Ms. Anisha Agarwal, Director of the Company retires at this Annual General Meeting being eligible for reappointment offers herself for the appointment at the ensuing Annual General Meeting of the Company. She was appointed as Women Director as required under the Provisions of the Companies Act, 2013 and the rules made there under.

- None of the Directors of your Company are disqualified as per provisions of Section 164(2) and any other applicable provisions of the Companies Act, 2013 and the rules made there under. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act 2013.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 at the end of the financial year and of the profit and 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 this 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 operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board of Directors has constituted four Committees i.e., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility committee as per requirement of Corporate Governance under SEBI (LODR) Regulation 2015. The majority of the members of these committees are Independent and non-executives.

15. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2016 as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report as Annexure V. The requisite certificate from Statutory Auditors, M/s, Guru & Jana Chartered Accountants, Bangalore confirming Compliance with the conditions of Corporate Governance, is attached to this Report as Annexure IV.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report as Annexure III. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

17. CFO CERTIFICATION:

CFO Certification Pursuant to SEBI (LODR) REGULATION 2015, are forms part of this Annual Report and annexed to this Report as Annexure VIII.

18. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) and any other applicable provisions of the Companies Act, 2013 and the rules made there under and as per the requirement of SEBI (LODR) Regulation 2015.

19. BOARD EVALUATION:

- As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

- The Independent Directors meeting to review the performance of the non Independent Directors and Board as whole was held on 30.03.2016.

20. BOARD MEETINGS:

During the year Fourteen Board Meetings and Five Audit Committee Meetings were convened and held. The details of all Board meeting and Various Committee''s Meeting are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time period prescribed under the Companies Act, 2013 and the rules made there under.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Company has adopted a framework and policy for approving relating party arrangements / transactions. Review of Related Party arrangements / transactions is carried by the Audit Committee at its meetings. Company has framed Related Party Transactions Policy providing the framework for approval of related party transactions by the Audit Committee and Board.

The details of the Related Party Transactions during the period under review are provided in Annexure II which forms part of Board Report.

The policy on the Related Parties Transactions has been disclosed on the website of the Company. Below is the link of the website.

www.ovobelfoods.com/general-information/policies/related-party-transaction.

22. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

- The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

- All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

- The Code of conduct has been posted on the Company website www.ovobelfoods.com.

23. AUDIT COMMITTEE /STAKEHOLDER RELATIONSHIP COMMITTEE /NOMINATION AND REMUNERATION COMMITTEE /CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors has constituted four Committees i.e audit committee, stakeholder relationship committee, nomination and remuneration committee, corporate social responsibility committee as per requirement of Corporate Governance under SEBI (LODR) Regulation 2015 and any other applicable provisions of Statutes. The majority of the members of these committees are Independent and non-executives.

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and the rules made there under, the Board of Directors has appointed Mr. Rafeeulla Shariff, Practicing Company Secretary, Bangalore as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2015-16.

25. SECRETARIAL AUDITOR''S REPORT:

Section 204 of the Companies Act, 2013 read with rules made there under inter-alia requires every listed company to annex with its Board report, a Secretarial Audit Report given by a Company Secretary in Practice, in the Form MR-3.

As per the above mentioned provisions Secretarial Audit report is hereby annexed as Annexure

In Secretarial Audit report issued by Mr. Rafeeulla Shariff, Practising Company Secretary for the Financial Year 2015-16 the following observations were made.

Auditors Observation:

The Company is suspended from trading of its equity shares at Bombay Stock Exchange Limited from 07th January, 2002 due to penal reasons. However, the Company is under the process of revocation of suspension from trading of its securities and before signing of this report the Company has submitted application for revocation to Bombay Stock Exchange Limited on 08th July, 2015.

Directors Reply:

The directors of the Company are taking necessary steps for revocation of Suspension of trading of its equity shares at Bombay Stock Exchange Limited and the order for revocation of suspension is expected to be received in the financial year 2016-17.

Auditors Observation:

The Company is suspended from trading of securities at Calcutta Stock Exchange Limited

Directors Reply:

The directors of the Company are taking necessary steps for revocation of Suspension from trading of securities at Calcutta Stock Exchange Limited.

26. AUDITORS:

The Statutory Auditors M/s, Guru & Jana, Chartered Accountants, Bangalore has completed their tenure as per the provisions of Section 139 of the Companies Act, 2013 and the rules made there under. The Board will look into this and will recommend to appoint any other firm as Statutory Auditors of the Company in the ensuing Annual General Meeting.

27. STATUTORY AUDITOR’S REPORT:

The observation made in the Auditor Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Further the Auditors Report along with financials statement and notes thereon annexed to this Report as Annexure IX and forms part of this Report.

28. COST AUDITORS:

The requirement of appointment of cost auditors is not applicable to the company.

29. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Your Company has laid down a Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers to report genuine concerns or grievances. The Whistle Blower Policy has been hosted on the website of the Company at www.ovobelfoods.com/general-information/policies/whistle-blower-policy.

30. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

With the increase in demand for the non-renewable energy resources such as water and electricity, the Company has been using Wood Fired Boilers in the factory which run on a fuel known as Briquettes (Agro waste) instead of electricity.

The Briquettes fuel is made of saw dust, groundnut shell, coffee husk and tamarind shell.

The consumption of the briquettes per hour is 450 kgs/hr and the consumption of agro waste is 925 kgs/hr.

The Capacity of the boiler is 20,00,000 kcals/hr and the Company has invested Rs.35,03,000 towards it.

b) Technology Absorption:

The Company continues to keep abreast the developments and seeks to implement the latest technology in the factory for the forthcoming years.

However, there was no technology imported by the Company during the last three years

c) Foreign Exchange Outflow/Inflow:

Particulars

31st March, 2016 (Rupees in lakhs)

31st March, 2015 (Rupees in lakhs)

Earnings in Foreign

9,743

9,312

Currency

Expenditure in Foreign

214

165

Currency

32. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

33. MANAGERIAL REMUNERATION

Disclosures under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Your Board report that:

- The ratio (approx.) of the remuneration of each director to the mean remuneration of the employees of the company for the financial year was 20:1

- The percentage increase in remuneration during the financial year of each:

- Executive Director (including Chief Executive Officer); and

- Chief Financial Officer and Company Secretary (or Manager, if any,)

The particulars of remuneration of directors & KMP has been mentioned in Annexure I MGT-

9 of this Report

- The percentage increase in the median remuneration of employees in the financial year is: Not applicable

- The number of permanent employees on the rolls of company: 110

- The explanation on the relationship between average increase in remuneration and company performance: Not Applicable

- Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year:

Currently, the trading of the securities of the Company in the Stock Exchange is suspended due to which the market value of its shares is unavailable. However, the Company has submitted application to the Bombay Stock Exchange for revocation of suspension of trading in securities of the Company.

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

- Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: Since the Company is still coping with the accumulated losses, the remuneration paid to its Managerial Personnel cannot be compared with the performance of the Company.

However, the remuneration of the Key Managerial Personnel is reviewed from time to time based on their performance and contribution to the Company.

- The key parameters for any variable component of remuneration availed by the directors: There is no variable component of remuneration availed by the directors;

- The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: there were no such employees in the Company who receive remuneration in excess of the highest paid director during the year.

- Affirmation that the remuneration is as per the remuneration policy of the Company: Company affirms that the remuneration is as per the Remuneration policy of the Company.

- No employee during the year-

(i) Was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) Was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

Was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

34. PREVENTION OF SEXUAL HARRASSMENT:

In terms of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Company has laid down the policy for prevention and redressal of complaints of sexual harassment at workplace. There was no complaint related to sexual / harassment during the year 2016.

35. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

36. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

Company changed the Registrar & Share Transfer Agents of the Company w.e.f. 05/05/2016 from the existing Registrar & Share Transfer Agents M/s Integrated Enterprises India Limited to new Registrar & Share Transfer Agents M/s Maheshwari Datamatics Private Limited. The Board placed on record its sincerest thanks and gratitude for the valuable contribution made by M/s Integrated Enterprises India Limited towards the growth and development of the Company during their tenure as Registrar & Share Transfer Agents.

37. ACKNOWLEDGEMENT:

The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We

would like to thank all our clients, vendors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board of Ovobel Foods Limited

Shanti Swarup Aggarwal Swapan Kumar Majumder

Managing Director Director

DIN:00322011 DIN:03178122

Place: Kolkata Place: Kolkata

Date: 30th May 2016 Date: 30th May 2016

Sudhir Kulkarni Sutheja K.J

Chief Financial Officer Company Secretary

Place: Bangalore Place: Bangalore

Date: 31st May 2016 Date: 31st May 2016

Director’s Report