DIRECTORS' REPORT To, The Members Your Directors have pleasure in presenting Annual Report of the Company together with Audited Statements Accounts for the financial year ended on 31 March, 2015 2. Brief description of the Company's working during the year/State of Company's affair During the year under review, the Company has earned income of Rs. 29,235,698. The Company has made profit of Rs. 420,976. Efforts are being made to improve the performance of the Company. 3. Change in the nature of business The company has changed its main object from manufacturing of cements to trading and processing of food items. Approval for the same was received from Registrar of the Companies on 12 March, 2015. 4. Dividend Since the Company has not made sufficient profit, the directors are unable to recommend any dividend during the year under review. 5. Reserves The Board of Directors of the company has not proposed any amount to carry to any reserves. 6. Change of Name The Company has changed its name from Hics Cements Limited to Mishtann Foods Limited after obtaining approval from members of the company through postal ballot procedure on 13 February, 2015. Approval for the same was received from Registrar of the Companies on 19 February, 2015. 7. Share Capital ISSUE. OF SHARES WTTH DTFFERENTTAT RTGHTS The company has not issue any shares with differential rights during the year under review. TSSUE OF SWEAT EQUITY SHARE The company has not issue any sweat equity shares during the year under review. 8. Directors and Key Managerial Personnel Mr. Prashant Khimani, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Hitesh Patel and Mr. Ravikumar Patel were appointed as an Additional Director of the Company on 24/02/2015. During the year under review, Mr. Jatinkumar Patel and Mr. Navinchandra Patel were appointed as an Additional Director of the Company on 10/03/2015 and Mr. Kantilal Khimani and Mr. Ketan Khimani were resigned from directorship of the company on 10/03/2015. Mr. Bharatbhai Patel, Mr. Bhaveshkumar Patel, Mr. Ravikumar R. Patel, Mr. Sureshkumar Patel, Mr. Devalkumar Patel and Ms. Sweetyben Patel were appointed as an additional director of the company on 09/03/2015 during the year under review. The company has appointed Ms. Shivangi Gajjar as Company Secretary cum compliance officer of the Company on 18/02/2015. 9. Particulars of Employees None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 10. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Sixteen Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 11. 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, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. Declaration by an Tndependent Director(s) and re- appointment, if any All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. An independent director shall hold office for a period of five years on the Board of a Company, but shall be eligible for reappointment for next year on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. 13. Remuneration Policy 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 Remuneration Policy is stated in the Corporate Governance Report. 15. Auditors: The Auditors, M/S. Rahul Kakani & Associates, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. 16. Auditors' Report: The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 17. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mrs. Rupal Patel, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure T to this report. The report is self-explanatory and do not call for any further comments. 18. Tnternal Audit & Controls Though the Company has not appointed any chartered accountant as internal auditor, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, effectiveness of the systems are taken care of properly. Moreover, it is to be noted that the quantum of the day to day transactions as well as turnover are of small size and hence, internal auditor have not been appointed. 19. Tssue of employee stock options The company has not issued any employee stock options during the year under review. 20. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.abcindia.com under investors/policy documents/Vigil Mechanism Policy link. 21. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. 22. Extract Of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure TT . 23. 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 There is not any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review. 25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review. 26. Deposits Your Company has not accepted / renewed any deposits from the public/share holders during the year under review. 27. Particulars of loans, guarantees or investments under section 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 28. Particulars of contracts or arrangements with related parties: The company has not entered into any contracts or arrangements with related parties during the year under review. 29. Corporate Governance Certificate The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. 30. Management Discussion And Analysis The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. 31. Obligation Of Company Under 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 and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 32. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL. 33. Corporate Social Responsibility (CSR): Not Applicable 34. Human Resources Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 35. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that — (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; and (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. (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. 36. Transfer of Amounts to Tnvestor Education and Protection Fund The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 37. Listing With Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to ASE where the Company's Shares are listed. 38. Acknowledgements The management is grateful to the government authorities, Bankers, Vendors, farmers for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.! For & on behalf of the Board of Director Mishtann Foods Limited (Formerly known as Hics Cements Limited) Hiteshkumar Patel Director DTN: 05340865 Navinchandra Patel Director DTN: 05340874 Ravikumar Patel Director DTN: 05340869 Date: 30/05/2015 Place: Bhuj |