Dear Members,
Your Directors are pleased to present the Annual Report for the Financial Year 2022-23,
together with the Audited Financial statements of the Company for the year ended 31st
March, 2023.
1. FINANCIAL HIGHLIGHTS:
( In Lacs)
|
March 31, 2023 |
March, 31 2022 |
Total Revenue |
16,411.34 |
15,405.57 |
Total Expenditure |
16,141.59 |
15,153.63 |
Profit Before Tax |
269.75 |
251.94 |
Current Tax |
60.52 |
49.80 |
Less: MAT Adjustment |
|
42.05 |
Less: Tax Paid/adjustment of earlier years |
|
36.44 |
Less: Deferred Tax |
33.58 |
(23.44) |
Profit After Tax |
175.64 |
147.10 |
PERFORMANCE:
It needs to be noted that the Total Revenue of the company increased in March 2023 to
Rs. 16,411.34 as compared to previous year revenue which amounted to Rs. 15405.57 Lacs.
Profit after Tax of the company is Rs. 175.64 Lacs as compared to Profit after Tax in
previous year which is Rs. 147.10 Lacs.
2. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to the general reserve and entire
amount of profit for the year forms part of the Retained Earnings'.
3. DIVIDEND:
In order to conserve the resources for the future expansion plan of the Company under
implementation, your directors do not recommend any dividend for the year under the
review.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no Dividend declared and paid last year, the provisions of Section 125
of the Companies Act, 2013 does not apply.
5. CORPORATE GOVERNANCE
A Report on Corporate Governance, in terms of Regulation 34(3) read with Para C of
Schedule V of the Listing Regulations, along with a Certificate from Practising Company
Secretary, certifying compliance of conditions of Corporate Governance enumerated in the
Listing Regulations, is presented in a separate section forming part of this Annual
Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under Listing Regulations is presented
in a separate section forming part of this Annual Report. It speaks about overall industry
structure, global and domestic economic scenarios, developments in business operations,
internal controls and their adequacy, risk management systems, and other material
developments.
7. BOARD MEETINGS:
8 meetings of the Board of Directors were held during the financial year. The details
of the meetings of the Board of Directors of the Company conveyed during the financial
year 2022-2023 are given in the Corporate Governance Report which forms part of Annual
Report. The details of attendance of the Directors in the Board Meetings and its
Committees during the year under review are stated in the Corporate Governance Report.
8. COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee and all the recommendations given by
Audit Committee during Financial Year 2022-2023 were accepted by the Board. Further
details on the Audit Committee and other Committees of the Board are given in the
Corporate Governance Report, which forms a part of this Annual Report.
9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Apoorva Shah (DIN: 00573184), Chairman and Managing
Director of the Company, retires by rotation at ensuing Annual General Meeting and being
eligible, offer himself for re-appointment. The Board recommends his reappointment as
Director liable to retire by rotation at the ensuing Annual General Meeting.
The Company has received necessary declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed both under the Act
and the Listing Regulations.
PRESENT BOARD OF DIRECTOR OF THE COMPANY:
Name |
DIN |
Designation |
Date of Appointment |
Date of Cessation |
Apoorva Shah |
00573184 |
Chairman & Managing Director |
13-11-2021 |
|
Monika Singhania |
07950196 |
Independent Director |
30-09-2017 |
|
Manish Vyas |
08502223 |
Independent Director |
12-07-2019 |
|
Neha Dhanuka |
08502169 |
Independent Director |
12-07-2019 |
|
Apar Shah |
07125733 |
Whole Time Director |
10-06-2021 |
|
Ashish Ashokkumar Shah |
06701501 |
Additional Non-Executive Director |
26-06-2023 |
|
Pursuant to provisions of Section 203 of the Act, and the Rules made there under,
following are the Key Managerial Personnel (KMP) of the Company:
1. |
Mr. Apoorva Shah |
Chairman & Managing Director |
2. |
Mr. Apar Shah |
Whole-time Director |
3. |
Ms. Shivani Singh |
Company Secretary & Compliance Officer |
4. |
Mr. Awdeshkumar Kannaujia |
Chief Financial Officer (Resigned w.e.f. 03-04-2023) |
|
Mr. Akansh Bharat Shah |
(Appointed w.e.f. 26-06-2023) |
10. SHAREHOLDERS AND INVESTORS
Your Company regularly interacts with its shareholders and investors through result
announcements, annual report, media releases, Company's website and subject specific
communications. The Annual General Meeting gives the shareholders an opportunity to engage
directly with the Board of Directors and Management. During this meeting, the Board
engages with shareholders and answer their queries on varied subjects. Your Company has a
designated e-mail address for shareholders. The Secretarial department regularly engages
with the shareholders to resolve queries, grievances, if any, and provides guidance to the
shareholders for any company related matters.
11. ISSUE OF SHARES
The Company during the year under review has not issued any SWEAT equity shares or
shares with differential rights or under Employee stock option scheme nor did it buy back
any of its shares.
12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors of the Company is committed to assessing its own performance as
a Board in order to identify its strengths and areas in which it may improve its
functioning. To that end, the Nomination and Remuneration Committee has established
processes for performance evaluation of Independent Directors, the Board and Committees of
the Board.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has
carried out an annual evaluation of its own performance, performance of its Committees as
well as the Directors individually. Details of the evaluation mechanism are provided in
the Corporate Governance Report.
Evaluation of Committees was based on criteria such as adequate independence of each
Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
Board, etc.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Policy can also be accessed on Company's website
https://www.nhcgroup.com/wp-content/uploads/2015/01/Nomination-and-Remuneration-Policy.pdf
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your
Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March,
2023, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material departures from the same;
b) the Directors had selected such accounting policies and applied them consistently
and made judgements 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 of 31st March, 2023 and of
the profit of the Company for the year 1st April, 2022 to 31st March,
2023;
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 are operating
effectively; and 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.
14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts and arrangements with related parties, entered by the Company during the
financial year, were in the ordinary course of business and on an arm's length basis.
During the year, the Company had entered into one transaction with related party which
could not be considered material' in terms of the Company's Related Party
Transactions Policy. Accordingly, there is one transactions that is required to be
reported in Form AOC-2. The same is provided in Annexure 1.
15. SUBSIDIARY COMPANIES:
The Company does not have any Subsidiary Company.
16. STATUTORY AUDITORS:
M/s. JMMK & Co., Chartered Accountants (Firm Registration No. 120459W) were
appointed as the Statutory Auditors for a period of 5 years from the conclusion of the 27th
Annual General Meeting till the conclusion of 32nd Annual General Meeting
of the Company.
M/s. JMMK & Co. have confirmed their eligibility and qualification required under
Section 139, 141 and applicable provisions of the Companies Act, 2013 and rules issued
there under (including any statutory modification (s) or re-enactment (s) thereof for the
time being in force).
17. AUDITORS OBSERVATIONS:
The Auditors Report for the Financial Year 2022-2023 does not contain any
qualification, reservation or adverse remark. The Auditors Report is enclosed with the
Financial Statements in this Annual Report.
The Secretarial Audit Report for the Financial Year 2022-2023 does not contain any
qualification, reservation or adverse remark. The Secretarial Audit Report is enclosed as
Annexure II to the Board's Report in this Annual Report.
18. EMPLOYEE RELATIONS:
At NHC Foods Limited, we consider our employees as the most valuable resource and
ensure strategic alignment of Human Resource practices to business priorities and
objectives. Our constant endeavour is to invest in people and people processes to improve
human capital for the organisation and service delivery to our customers. Attracting,
developing and retaining the right talent will continue to be a key strategic imperative
and the organisation continues its undivided attention towards that. We would like to take
this opportunity to express appreciation for the hard work and commitment of the employees
of the Company and look forward to their continued contribution.
19. SECRETARIAL AUDITORS:
The Board of Directors of the company has appointed DM & Associates Company
Secretaries LLP as Secretarial Auditor to conduct the Secretarial Audit of the Company for
the Financial Year 2023-2024 The Secretarial Audit Report for the Financial Year ended 31st
March, 2023 is set out in Annexure 2 to this report.
20 . ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website at (www.nhcgroup.com)
21. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate Internal Financial Controls commensurate with the
size, scale and complexity of its operations. During the year, such controls were tested
and the Company has, in all material respects, maintained adequate Internal Financial
Controls over financial reporting as of 31st March, 2023 for ensuring the
orderly and efficient conduct of its business, adherence to Company's policies,
safeguarding assets of the Company, Prevention and Detection of Frauds and Errors,
Accuracy and Completeness of the Accounting Records and timely preparation of Reliable
Financial information.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism and formulated the Whistle Blower Policy
(WB) to deal with instances of fraud and mismanagement, if any. During the year under
review no personnel has been denied access to the audit committee. The Company has adopted
a formal Vigil Mechanism/ Whistle-blower policy. The approved policy is available on the
Company's website www.nhcgroup.com
23. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to maintaining a productive environment for all its employees
at various levels in the organisation, free of sexual harassment and discrimination on the
basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.The Company has also set up "Prevention of
Sexual Harassment Committee" (the Committee') to redress the Complaints
received regarding sexual harassment which has formalised a free and fair enquiry process
with clear timelines. There were no complaints pending for the Redressal at the beginning
of the year and no complaints received during the financial year.
24. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2022 was Rs.
11,85,50,000. During the year under the review the Company has not issued any shares. The
Company has not issued shares with differential voting rights. It has neither issued
employee stock options nor Sweat Equity Shares and does not have any scheme to fund its
employees to purchase the shares of the Company.
25. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments that occurred subsequent to the end of
the financial year till the date of this report, which affects the financial position of
the Company.
26. CHANGE IN NATURE OF BUSINESS:
There has no change in the nature of business of the Company. Your Company continues to
be one of the leading foods processing Company.
27. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below: a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Name of the directors Executive Directors |
Ratio to Median Remuneration |
Mr. Apoorva Shah |
21.89 |
Mr. Apar Shah |
13.01 |
Non - Executive Directors / Independent Directors |
|
Mr. Manish Vyas |
NA |
Ms. Neha Dhanuka |
NA |
Mrs. Monika Singhania |
NA |
b. The percentage increase in remuneration of each Director, Chief Financial Officer,
Company secretary in the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and
Company Secretary |
% increase in remuneration in the financial year |
Mr. Apoorva Shah |
NIL |
Mr. Apar Shah |
NIL |
Mr. Awadheshkumar Kanuajia |
10% |
Ms. Shivani Singh |
20% |
c. The percentage increase in the median remuneration of employees in the financial
year: 10%
d. The number of permanent employees on the rolls of Company: 30
e. 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: The
statement containing particulars of employees as required under Section 197(12) of the Act
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company. Any shareholder interested in obtaining a copy of
the same may write to the Company Secretary.
28. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES.
The company's policy relating to appointment of Directors, Payment of Managerial
Remuneration, Directors Qualification and other related matter as provided under section
178(3) of the Companies Act, 2013 is available on website of the company.
We affirm that the remuneration paid to the Directors is as per the term laid out in
the Nomination & Remuneration Policy of the company.
29. LOANS, GUARANTEES OR INVESTMENTS:
There were no Loans, Guarantees and Investments made by company under Section 186 of
the Companies Act, 2013 during the year under review and hence said provision is not
applicable.
30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of
The Companies (Accounts) Rules, 2014, are given as Annexure 3 to this Report.
31. CORPORATE SOCIAL RESPONSIBILITY:
The company has not developed and implemented any Corporate Social Responsibility
initiatives as the said Provision of Section 135 of the Companies Act, 2013 is not
applicable to the company.
32. BOARD EFFECTIVENESS:
1. Familiarization Programme for the Independent Directors:
In compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization programme for Independent Directors to familiarize them with their roles,
rights and responsibility as Directors, working of the Company, nature of the industry in
which the Company operates, business model etc. The Company operates, business model etc.
The same is also available on the website of the Company and can be accessed by web link
https://www.nhcgroup.com/corporate-governance-2/
33. RISK MANAGEMENT:
For your Company, Risk Management is an integral and important component of Corporate
Governance. Your Company believes that a robust Risk Management ensures adequate controls
and monitoring mechanisms for a smooth and efficient running of the business. A risk aware
organization is better equipped to maximize the shareholder value.
The key cornerstones of your Company's Risk Management Framework are:
1. Periodic assessment and prioritization of risks that affect the business of your
Company;
2. Development and deployment of risk mitigation plans to reduce the vulnerability to
the prioritized risks;
3. Focus on both the results and efforts required to mitigate the risks;
4. Defined review and monitoring mechanism wherein the functional teams, the top
management and the Board review the progress of the mitigation plans;
5. Embedding of the Risk Management processes in significant decisions such as large
capital expenditures, mergers, acquisitions and corporate restructuring
6. Wherever, applicable and feasible, defining the risk appetite and install adequate
internal controls to ensure that the limits are adhered to.
34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared and paid last year, the provisions of Section 125
of the Companies Act, 2013 does not apply.
35. CODE OF CONDUCT:
The Company has laid down and adopted a Code of Conduct for its Directors and Senior
Management Personnel, which is also available on the Company's website:
https://www.nhcgroup.com/corporate-governance-2/. The Company has received confirmation
from all Directors as well as Senior Management Personnel regarding compliance with the
Code of Conduct during the year under review as required under Regulation 26(3) of the
Listing Regulations. Additionally, all Independent Directors of the Company shall be bound
by duties of Independent
Directors as set out in the Companies Act, 2013 read with the Schedule and Rules there
under. Pursuant to Schedule V(D) of the Listing Regulations, a declaration signed by the
Managing Director of the Company to this effect is attached at the end of this report.
36. TRADE RELATIONS:
Your Directors wish to record appreciation of the continued, unstinted support and co
operation from its retailers, stockists, supplier of goods/services, clearing and
forwarding agents and all other associated with it. Your Company will continue to build
and maintain a strong association with its business partners.
37. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
38. LISTING OF SHARES:
The shares of the Company are listed on BSE Ltd.
The Company has regularly paid the Annual Listing Fees to the Bombay Stock Exchanges.
Annual Custody / Issuer fee for the Financial Year 2022-2023 has been paid by the Company
to National Securities Depositories Limited and Central Depository Services Limited.
39. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) The Company has not accepted any deposits from the public or otherwise in terms of
Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the date of the Balance Sheet.
b) No significant or material orders were passed by the Regulators, Courts or Tribunals
which impact the going concern status and Company's operations in future.
c) The Auditors have not reported any matter under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act
40. ACKNOWLEDGEMENTS:
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by customers, vendors, regulators, banks, financial institutions,
rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants,
business associates and all the employees with whose help, cooperation and hard work the
Company is able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of the
Company and all its shareholders.
|
By the order of the Board of Directors, |
|
For NHC FOODS LIMITED |
|
Apoorva Shah |
|
(Chairman & Managing Director) |
Place: Navi Mumbai |
Din : 00573184 |
Date: 10-08-2023 |
|
|