DIRECTORS' REPORT The Directors hereby present their 23rd Annual Report on the business and operations of the company and financial results for the year ended 31st March 2015. 02. PERFORMANCE: During the period under report the Company achieved a turnover of Rs 187.17 lacs as compared to Rs. 200.63 Lacs for the previous year. Your Company performed good as industry position during the year, However your Directors is of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. 03. DIVIDEND AND RESERVES As per the working capital requirements in the Company, your Directors do not recommend any dividend for the period under report and reserve as per Financial Statement. 04. MEETINGS During the year, Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. 05. DIRECTORS: In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. Bharat Bhushan Raina, Director of the Company, retires by rotation and being eligible offers himself for reappointment. And Company will re-appoint Mr. Basudev Garg as Whole Time Director of The Company in forthcoming Annual General Meeting. Your directors solicit your approval for the reappointment of the director. Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/ chairmanship of the Board Committees, shareholding under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice. 06. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: In compliance with the provisions of section 134 of the Companies Act, 2013, there is no transaction of such items during the period. 07. PARTICULARS OF EMPLOYEES: During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 197 of the Companies Act, 2013. 08. DIRECTORS' RESPONSIBILITY STATEMENT: As required under section 134 of the Companies Act, 2013 regarding the Directors' Responsibility Statement it is hereby stated: • that in the preparation of the annual accounts for the year ended 31.03.2015, the applicable accounting standards had been followed along with proper explanation relating to material departures. • that the Directors have selected and applied such accounting policies consistently and the Directors have 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 or loss of the company for that period. • that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and • that the Directors have prepared the annual accounts on a going concern basis. • that 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. • that 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. 09. SECRETARIAL AUDITORS The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "A". 10. AUDITORS The Auditors, M/s. Rajan K Gupta & Co, Chartered Accountants, having registration No 005945C, hold office until the conclusion of the Next General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under the Companies Act. The Board recommends the appointment of M/s. Rajan K Gupta & Co, Chartered Accountants, the Statutory Auditors of the Company for the Financial Year 2015-2016. 11. AUDITORS' REPORT There is no qualification or adverse remarks on the stand-alone financials of the Company. 12. LISTING The securities of the Company are listed at BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. During the year Jaipur Stock Exchange and Ludhiana Stock Exchange was De-recognised by SEBI. The Shares of the Company have been traded at BSE trading platform. 13. CORPORATE GOVERNANCE As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code. And a Report on Corporate Governance Annexed as Annexure-B. 14. INTERNAL AUDITORS The Board of Directors of your Company has appointed M/s Ankit P Jain & Co., Chartered Accountants, New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016. 15. BOARD EVALUATION Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually. The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. 16. RELATED PARTY TRANSACTION Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure- "C". 17. EXTRACT OF ANNUAL RETURN The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure "D". 18. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report. as per Annexure "E". 19. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. 20. PUBLIC DEPOSIT During the year under review, your company has not invited any deposits from the Public U/s 73 of the Companies Act, 2013 21. PERSONNEL: Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report. 22. INVESTOR GRIEVANCES The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal. 23. CLAUSE 5A OF THE LISTING AGREEMENT In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited. We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ un exchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI. 24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment. 25. ACKNOWLEDGEMENT: The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers looks forward for their continued support/cooperation. For & On Behalf of Board of Directors Of KMG Milk Food Limited Basudev Garg Chairman & Whole Time Director DIN: 00282038 Date: 29.08.2015 Place: Kurukshetra (Haryana) |