FOR THE FINANCIAL YEAR ENDED 2022- 2023
TO THE MEMBERS OF KMG MILK FOOD LIMITED
Your directors are pleased to present the 31st Annual Report on the business
and operations of the Company together with the Audited Financial Statement for the year
ended 31st March, 2023.
FINANCIAL PERFORMANCE
The Summarized financial results are:
(Amount in Hundreds)
| Particulars |
2022-23 |
2021-22 |
| Income from Operations |
1,329,415.41 |
830,123.87 |
| Other Income |
26,441.70 |
11,038.11 |
| Total Income |
1,355,857.11 |
841,161.98 |
| Operating Expenses |
--- |
— |
| Employee Benefit Expenses |
75,672.28 |
90,890.28 |
| Finance Costs |
537.09 |
224.42 |
| Other Expenses |
117,158.71 |
236,885.79 |
| Exceptional Item |
--- |
--- |
| Profit/ (Loss) before Tax |
20,836.29 |
(7,036.03) |
| Tax Expenses |
|
|
| • Current Year |
--- |
— |
| • Previous Year |
--- |
— |
| • MAT Entitlement |
--- |
— |
| • Deferred Tax |
(6,162.79) |
6,626.00 |
| Net Profit/ (Loss) for the Year |
26,999.08 |
(13,662) |
STATE OF COMPANYS AFFAIRS
During the period under review the total Income of the Company is Rs. 1,355,857.11 (in
hundreds) as compared to previous year Rs. 841,161.98 (in hundreds).
The Company during the period has profit before tax of Rs. 20,836.29 (in hundreds) as
compared to loss of Rs. 7,036.03 (in hundreds) in the previous year and Net Profit of the
company during the reporting period is Rs. 26,999.08 (in hundreds) as compared to loss of
Rs. 13,662 (in hundreds) in the previous year.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2022-23
There are no material changes and/or commitment affecting the financial position of the
company after the close of financial year 2022-23 till the date of report.
DIVIDEND
With a view to conserve resources of the company, your directors do not recommend any
dividend for the year ended March 31, 2023 under review.
TRANSFER TO RESERVES
The Company has transferred a Net Profit of Rs. 26,999.08 (in hundreds) to Reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was transferred to Investor Education and Protection Fund as there was no
unclaimed dividend.
HUMAN RESOURCES DEVELOPMENT
Human Resource has gained prime importance in last few years. Your Company lays
emphasis on competence and commitment of its human capital recognizing its pivotal role
for organization growth. During the year, the Company maintained a record of peaceful
employee relations. Your Company believes that the human capital is of utmost importance
to sustain the market leadership in all product segments and also to capture new markets.
We have identified the high Performers and rewarded them appropriately, which has
helped to achieve better employee engagement. Competency based training program has been
devised for High - Potential employees with focus on their Individual Development Plan
& helping them to become future leaders.
Your directors wish to place on record their appreciation for the commitment shown by
the employees throughout the year.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place an act "The Sexual
Harassment of Women at Workplace" (Prevention, Prohibition and Redressal) Act, 2013
has been notified in December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at workplace of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up a committee for implementation of said policy.
The Company has zero tolerance for sexual harassment and during the year under review,
there were no complaint received and no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES
"Business Excellence" is an integral part of Business Management and is the
application of quality management theory and tools to run our business more efficiently.
Business Excellence is the culture of your company, which works as an enabler to our
commitment to higher customer satisfaction, increase in stakeholder value & better
process management through the never-ending cycle of continuous improvement. Innovation in
services and business models is a key agenda of the Management along with a
customer-focused culture towards building long-term customer relationships.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS
OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
During the year ended 31st March, 2023, the Company did not have any
subsidiary companies/joint ventures/ associate companies.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of Internal Controls to help Management review the
effectiveness of the Financial and Operating Controls and assurance about adherence to
Companys laid down Systems and Procedures. As per the provisions of the Companies Act,
2013, internal controls and documentation are in place for all the activities. Both
Internal Auditors and Statutory Auditors have verified the Internal Financial Controls
(IFC) at entity level and operations level and satisfied about control effectiveness. The
controls are reviewed at regular intervals to ensure that transactions are properly
authorized, correctly reported and assets are safeguarded.
Assurance on the effectiveness of Internal Financial Controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts
as well as testing of the Internal Financial Control systems by the internal auditors
during the course of their audits. During the financial year under review, no material or
serious observations have been received from the Auditors of the Company, citing
inefficiency or inadequacy of such controls and business practices.
The Audit Committee periodically reviews the findings and commendations of the Auditors
and takes corrective action as deemed necessary. The Board of Directors have framed a
policy which ensures the orderly and efficient conduct of its business, safeguarding of
its assets, to provide greater assurance regarding prevention and detection of frauds and
accuracy and completeness of the accounting records of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there is no material order(s) passed by the regulators or
courts or tribunal impacting the going concern status and companys operation in future.
DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014
As required under Companies (Share Capital and Debenture) Rules 2014, during the year
under review, the Company has not issued equity shares with differential voting rights,
sweat equity shares, preference shares, and employee stock options and also not made any
provision for purchase of its own shares by employees or by trustees. There was no change
in the Authorised and Paid-up Capital of the Company:
| Equity: |
|
| Authorized Shares Capital: |
- Rs. 15,00,00,000 |
| Issued Shares Capital: |
- Rs. 5,30,46,000 |
| Subscribed & Paid-up Capital: |
- Rs. 5,30,46,000 |
DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES
During the year under review, there is NIL disclosure as required under provisions of
section 67(3) of Companies Act, 2013.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sector in which it
operates. A key factor in determining a Companys capacity to create sustainable value is
the ability and willingness of the Company to take risks and manage them effectively and
efficiently. Many types of risks exist in the Companys operating environment and emerge
on a regular basis due to many factors such as changes in regulatory framework, economic
fundamentals etc.
In order to evaluate, identify and mitigate these business risks, the Company has a
robust Risk Management framework. This framework seeks to create transparency, ensure
effective risk mitigation process and thereby minimize adverse impact on the business
objectives and enhance the Companys competitive advantage. The Business risks as
identified are reviewed and a detailed action plan to mitigate the identified risks is
drawn up and its implementation is monitored.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than Rupees 10 Crores and Net worth
is less than Rupees 25 Crores, the provisions of the Corporate Governance as stipulated
under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company. Therefore, taking Auditors
Certificate on Corporate Governance as required under Schedule V of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the
Company.
However, your Company has made every effort to comply with the provisions of the
Corporate Governance and to see that the interest of the Shareholders and the Company are
properly served. It has always been the Companys endeavor to excel through better
Corporate Governance and fair & transparent practices, many of which have already been
in place even before they were mandated by the law of land. The management of Company
believes that it will further enhance the level of Corporate Governance in the company.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with SEBI
circular no: CIR/ CFD/CMD1/27/2019 dated 8th February, 2019, BSE circular no.
LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no
LIST/COMP/12/2019-20 dated 14th May, 2019 is not applicable to the Company due
to exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ashish
Goyal, Proprietor of M/s A. Goyal & Associates, Company Secretary in Practice to
undertake the secretarial audit of the Company for Financial Year 2022-23. The Secretarial
Audit Report is appended as Annexure A to this Report. There are no adverse
remarks/ observations/ qualifications/ reservations / disclaimers in the Secretarial Audit
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ("the
Act") your Directors, based on the representations received from the Operating
Management and after due enquiry, confirm that:
i. in the preparation of the annual accounts for financial year ended 31st
March, 2023, the applicable accounting standards have been followed and there are no
material departures in adoption of these standards.
ii. they have in consultation with the Statutory Auditors 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 as of 31st March, 2023 and of the profit/loss of the Company for the
year ended on that date.
iii. they have 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.
iv. they have prepared the annual accounts for financial year ended 31st
March, 2023 on a going concern basis.
v. they have laid down adequate internal financial controls to be followed by the
Company and that such internal financial controls were operating effectively during the
financial year ended 31st March, 2023.
vi. they have devised proper systems to ensure compliance with provisions of all
applicable laws and that such systems were adequate and operating effectively during the
financial year ended 31st March, 2023.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The Company has formulated a Policy for performance evaluation of the Independent
Directors, the Board, its committees and other individual Directors which includes
criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
The evaluation framework for assessing the performance of Directors comprises of
various key areas such as attendance at Board and Committee Meetings, quality of
contribution to Board discussions and decisions, strategic insights or inputs regarding
future growth of the Company and its performance, ability to challenge views in a
constructive manner, knowledge acquired with regard to the Companys business/ activities,
understanding of industry and global trends, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on 5th January, 2017.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
Feedback was sought by way of well-defined and structured questionnaires covering
various aspects of the Boards functioning such as adequacy of the composition of the
Board and its Committees, Board culture, areas of responsibility, execution and
performance of specific duties, obligations and governance, compliance, oversight of
Companys subsidiaries, etc., and the evaluation was carried out based on responses
received from the Directors.
In a separate meeting of independent directors, performance of non-independent
directors, the board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the board, its committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being
evaluated.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure B of the Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign
exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure C to this
Report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits covered under Chapter V of the Company
Act, 2013 and as such, no amount of principal or interest was outstanding on the date of
the Balance Sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mrs.
Mithlesh Garg, Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered herself for re-appointment.
• Appointment / Re-appointment and Cessation of Directors & KMP
Following are the Directors of the Company as on 31st March, 2023:
| S. No. Name of Directors |
Category of Directors |
| 1. Mrs. Mithlesh Garg |
Non-Executive- Non-Independent Director |
| 2. Mr. Prashant Chandra Pande |
Non-Executive- Independent Director |
| 3. Mr. Arun Kumar Sharma |
Non-Executive- Independent Director |
| 4. Mrs. Shivangi Garg |
Additional Director |
Pursuant to the provisions of Section 203 of the Act, your Company has following Key
Managerial Personnel(s) as on 31st March, 2023:
| S. No. Name of KMPs |
Designation |
| 1. Mr. Basudev Garg |
Whole-time Director |
| 2. Mr. Pardeep Gupta |
Chief Financial Officer |
| 3. Ms. Deepti Goel |
Company Secretary and Compliance Officer |
During the year under review, Mrs. Shivangi Garg has been appointed as Additional
Director w.e.f. 14.11.2022.
During the year under review, Mr. Santosh Sharma, director of the company, who was
appointed as additional director w.e.f. 11.06.2022 and regularized at the AGM w.e.f.
30.09.222 has resigned from the position of directorship w.e.f. 23.12.2022.
During the year under review, Mr. Sanjiv Sharan Director of the Company has resigned
w.e.f. 23.05.2022.
After the closure of the financial year 2022-23, Ms. Preeti Varshney has resigned from
the position of Company Secretary and Compliance Officer and Ms. Deepti Goel has been
appointed as Company Secretary and Compliance Officer w.e.f. 01.05.2023.
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors has given declarations to the company confirming that they
meet the criteria of independence as laid down under Section 149(6) of The Companies Act,
2013 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
AUDITORS AND AUDITORS REPORT
M/s. Gauri Goyal & Associates, Chartered Accountants (Firm Registration No.
036120N), were appointed as Statutory Auditors of the Company at meeting of Board of
Directors on recommendations of the Audit Committee held on 7th September,
2023, to fill the casual vacancy caused by resignation of the statutory auditor, M/s.
Rajan K. Gupta & Co. LLP, Chartered Accountants (Firm Registration No. 005945C).
The Board has recommended the same for the approval of shareholders at this 31st
Annual General Meeting. The said appointment is pursuant to applicable provisions of the
Companies Act 2013 and the SEBI Listing Regulations, 2015. On appointment, M/s. Gauri
Goyal & Associates, will hold the office for a period of 5 (five) years from the
conclusion of the 31st Annual General Meeting of the Company till the
conclusion of the 36th Annual General Meeting of the Company.
M/s. Gauri Goyal & Associates, have given their consent to act as the Auditors of
the Company and have confirmed that the said appointment, if made, will be in accordance
with the conditions prescribed under Sections 139 and 141 of the Act.
During the year the Statutory Auditors have confirmed that they satisfy the
independence criteria required the Companies Act, 2013, code of ethics issued by Institute
of Chartered Accountants India.
The auditor report and notes on accounts referred to in the Auditors Report is
self-explanatory and there are no adverse remarks or qualifications in the Report.
COST AUDIT AND AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013 are not applicable to the
Company. Hence, the Board of Directors of your company had not been appointed Cost Auditor
for obtaining Cost Compliance Report of the company for the financial year 2022-23.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company
by officers or employees of the company.
LISTING OF SECURITIES AND FEES
The Companys Equity Shares are listed on BSE Ltd. Your company has already paid
Listing Fees for the financial year 2022-23.
SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards issued till the end of the
financial year 2022-23.
MEETINGS OF THE BOARD OF DIRECTORS
The Details of Meetings of the Board of Director Held during the Financial Year
2022-23:
As per the disclosures furnished none of the Directors are disqualified to act as
directors of this Company or any other public Company under Section 164 and other
applicable provisions of the Companies Act, 2013.
The requisite information as prescribed under Clause 49 of the Listing Agreement is
placed before the Board from time to time and is generally provided as part of the agenda
papers of the Board Meeting and /or is placed at the table during the course of the
meeting.
During the financial year ended March 31, 2023, Six (6) Board Meetings were held and
and the requisite Quorum was present. The interval between two meetings was well within
the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meeting was held on the following dates:
1. 27th May, 2022
2. 30th May, 2022
3. 11th June, 2022
4. 10th August, 2022
5. 14th November, 2022
6. 13th February, 2023
The maximum time gap between any two consecutive meetings did not exceed 120 days.
DETAILS OF GENERAL MEETINGS OF THE COMPANY:
During the year 2022-23, following General meetings were held as follows:
Annual General Meeting: 30th September, 2022 Extraordinary General
Meeting: N.A.
COMPOSITION OF COMMITTEES
The Board of Directors has constituted Board Committees to deal with specific areas and
activities which concern the Company and requires a closer review. The Board Committees
are formed with the approval of the Board and function under their respective Charters.
These committees play an important role in the overall management of day-to-day affairs
and governance of the Company. The Board Committees meet at regular intervals and take
necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee
Meetings are usually placed before the Board for noting.
The Board currently has the following Committees:
A. Audit Committee.
B. Nomination & Remuneration Committee.
C. Stakeholders Relationship Committee.
A. Audit Committee
The composition of the Audit Committee is in alignment with the provisions of Section
177 of the companies Act, 2013 read with the Rules issued there under and Regulation18 of
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The composition of the Audit Committee as on 31st March, 2023 and number of
meetings attended by the Members during the year are given below:
| Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
| Mr. Arun Kumar Sharma |
Chairman (Independent Director) |
4 |
4 |
| Mr. Prashant Chandra Pande |
Member (Independent Director) |
4 |
4 |
| Mr. Basudev Garg |
Member (Independent Director) |
4 |
4 |
During the year, Four (4) Audit Committee meetings were held on the following dates:
1. 27th May, 2022
2. 10th August, 2022
3. 14th November, 2022
4. 13th February, 2023
All the recommendations made by the Audit Committee were accepted by the board.
B. Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity
with the requirements as per provisions of sub-Section (3) of Section 178 of Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix
payment of remuneration and sitting fees to the Directors of the Company as per provisions
u/s 178 of the Companies Act, 2013.
The composition of the Nomination and Remuneration Committee as on 31st
March, 2023 and number of meetings attended by the Members during the year are given
below:
| Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
| Mr. Arun Kumar Sharma |
Chairman (Independent Director) |
3 |
3 |
| Mr. Prashant Chandra Pande |
Member (Independent Director) |
3 |
3 |
| Mr. Basudev Garg |
Member (Independent Director) |
3 |
3 |
During the year, Three (3) Nomination and Remuneration Committee meetings were held on
the following dates:
1. 27th May, 2022
2. 10th August, 2022
3. 13th February, 2023
C. Stakeholder Relationship Committee
The Stakeholders Relationship Committee of the Board of Directors was constituted in
line with the provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section
178 of the Act to looks after Shareholders/Investors Grievance like redressal of
complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices/annual reports etc.
The composition of the Stakeholder Relationship Committee as on 31st March,
2023 and number of meetings attended by the Members during the year are given below:
| Name of Member |
Status |
No. of meetings entitled to attend |
Meetings attended |
| Mr. Arun Kumar Sharma |
Chairman (Independent Director) |
3 |
3 |
| Mr. Prashant Chandra Pande |
Member (Independent Director) |
3 |
3 |
| Mr. Basudev Garg |
Member (Independent Director) |
3 |
3 |
During the year, Three (3) Stakeholder Relationship Committee meetings were held on the
following dates:
1. 27th May, 2022
2. 10th August, 2022
3. 13th February, 2023
RELATED PARTY TRANSACTIONS
Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arms length as
part of its philosophy of adhering to highest ethical standards, transparency and
accountability.
However, there were no related party transactions of the Company under the said policy
and as per provisions of section 188 of Companies Act 2013 & rules made there under.
There are no materially significant related party transactions made by the Company with
its promoters, Directors or management, their relatives etc. that may have potential
conflict with the interest of the Company at large. Suitable disclosures as required by
the Accounting Standards (AS 18) are disclosed.
Your company is exempted under Regulation 15 (2) of SEBI (LODR) Requirements 2015 to
file Related Party Transaction disclosure under Reg 23(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. Hence, it is not mandatory for the Company to
file the RPT for half year ended 31st March, 2023 with the Exchange.
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITH SCHEDULE
V (D) OF THE SEBI (LODR), 2015
Pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, the
Board of Director and its Senior Management have given declaration regarding compliance
with the Code of Conduct which is annexed with the Board Report as Annexure D.
CERTIFICATION FROM CHIEF FINANCIAL OFFICER
A Certificate from the Chief Financial Officer, Pursuant to Regulation 17(8) read with
schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
has been placed before which is annexed with the Board Report as Annexure E.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
During the year under review, no loans, guarantees or investments under Section 186 of
the Companies Act, 2013 have been given by the Company.
EXTRACT OF ANNUAL RETURN
As per, MCA vide Notification dated 28.08.2020 has amended Rule 12(1) of the Companies
(Management and Administration), Rules, 2014 by inserting the following proviso:
"Provided that a company shall not be required to attach the extract of the annual
return with the Boards report in Form No MGT. 9, in case the web link of such annual
return has been disclosed in the Boards report in accordance with sub-section (3) of
section 92 of the Companies Act, 2013".
Therefore, Company is not required to append the extract of Annual Return in Form MGT-9
to the Boards Report and the annual return in the prescribed format is available at
website of the company at www.kmgmilkfood.com.
POLICIES & DISCLOSURES
? Vigil Mechanism
Your company is committed to high standards of ethical, moral and legal business
conduct. Accordingly, your company has established the Whistle Blower Policy which is in
compliance with the provision of Section 177(10) of Companies Act, 2013 and Regulation 22
of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 for directors and
employees of the Company to report genuine concerns or grievances. The vigil mechanism
provides the safeguard against the victimization of person who uses such mechanism. The
Company has framed the Whistle Blower Policy, which is periodically reviewed by the Audit
Committee and the Board.
During the financial year 2023-2023, all the directors and employees had full access to
approach the vigil mechanism officer. No complaint was received during the year 2022-2023
of any sort from any directors and employees of your company.
? Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One
Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial
year shall constitute a Corporate Social Responsibility Committee of the Board.
However, it is not applicable in the case of your Company. Hence there is no need to
form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy
for the company as per the requirement of the Companies Act, 2013.
? Material Subsidiary
There is no material subsidiary* of the company, so no policy on material subsidiary is
required to be adopted.
? "Material Subsidiary" shall have the meaning as defined in
Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means
a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated
income or net worth respectively, of the Company and its subsidiaries in the immediately
preceding accounting year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS)- 21 on Consolidated Financial Statements read with other with other
applicable provision, there is no requirement of Consolidated Financial Statements.
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.
OTHERS
a. The details of application made or any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the Financial Year: NIL
b. The details of difference between amount of valuation done at the time of
one-time settlement and the valuation done while taking loan from Banks or Financial
Institutions along with the reasons thereof: NIL
ACKNOWLEDGEMENTS
Your directors thank the Companys stakeholders in large including investors,
customers, banks, financial institutions, rating agencies, debenture holders, debenture
trustees and well-wishers for their continued support during the year. Your directors
place on record their appreciation of the contribution made by the employees of your
Company at all levels. Your Companys consistent growth was made possible by their hard
work, solidarity, cooperation, and support. The Board sincerely expresses its gratitude to
Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance
and support received from them including officials there at from time to time.
|
By Order of the Board of Directors |
|
For KMG Milk Food Limited |
|
Sd/- |
|
Basudev Garg |
| Date: 07.09.2023 |
Chairman cum Whole Time Director |
| Place: Kurukshetra |
DIN:00282038 |
+91-9892691696
