Euro India Fresh Director Discussions


To

The Members

EURO INDIA FRESH FOODS LIMITED.

Your directors have pleasure in presenting their 14th Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.

1. FINANCIAL RESULTS:

Particulars For the year Ended March 31, 2023. For the year Ended March 31,2022.
Revenue from operations 14,297 11,643
Other income 12 24
Total revenue 14,309 11,667
Profit before exceptional items and tax 171 217
Less: Exceptional items and tax - -
Profit before tax 171 217
Less: Tax expenses
Current tax 45 41
MAT Credit Availed - -
Deferred Tax 5 37
Net Profit/(loss) after tax 121 139
Earnings per share (basic) 0.49 0.56

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under preview, the Company has earned sales income Rs. 14,297/- (Previous Year Rs. 11,643) and other income Rs. 12 (Previous year Rs. 24). The Total revenue Rs. 14,309 (Previous year Rs. 11,667).

Profit before Tax (PBT) was review Rs. 171 and Profit after Tax (PAT) was review Rs. 121 (Previous year Rs. 139).

3. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view to the financial expansion and future growths perspective of the Company and Stakeholders, has decided that it would be prudent, not to recommend any Dividend for year under review.

Note: Dividend Distribution Policy is not applicable to our Company.

4. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

5. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

6. COVID-19:

In the month of march of F.Y 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. Even during the second wave company has ensured the health and well-being of all employees and followed the guidelines issued by the government.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at Web link: https://euroindiafoods.com/agm-egm/

8. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

9. CREDIT RATING:

During the Year under review, Your Company has received the Credit Rating of the Bank Loan Facilities and rating was assigned by Crisil Ratings Limited.

10. CORPORATE GOVERANCE:

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per "Annexure- I". The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

11. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Shaileshbhai M. Shardhara, Chief Financial Officer of the Company for the year ended 31st March, 2023 is attached herewith which forms part of Corporate Governance Report.

12. DIRECTORS:

BOARD INDEPENDENCE:

‘Independence of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

1) Mr. Parth V. Saspara

2) Mr. Snehal M. Patel

3) Mr. Paresh B. Lathiya

4) Mrs. Geeta D. Tejani

5) Mr. Rahil V. Dhameliya

Committees of the Board

There are currently four Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

During the year meeting of Independent Director was held on 31/03/2023, where all the independent directors were present.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Surat. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met Eleven times in financial year 2022-23. The details are as below:

Sr. No. Date of Meeting Boards Strength No. of Directors Present
1. 02.05.2022 10 10
2. 30.05.2022 10 09
3. 13.08.2022 10 10
4. 01.09.2022 10 10
5. 30.09.2022 10 10
6. 14.11.2022 10 10
7. 19.12.2022 10 10
8. 14.02.2023 10 10
9. 31.03.2023 10 10

Annual Evaluation by the Board:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boards functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boards effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 31st March, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Companys website www.euroindiafoods.com.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Manhar Jivanbhai Sanspara and Mr. Dinesh Jivanbhai Sanspara, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company.

The Board of Directors and Key Managerial Personnels (KMPs) of the Companies in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

Name of Director Designation Appointment Date Change in Designation Resignation Date
Mr. Manhar J. Sanspara Chairman & Managing Director 13.08.2009 25.09.2019 -
Mr. Dinesh J. Sanspara Jt. Managing Director 13.08.2009 25.09.2019 -
Mr. Mahesh V. Mavani Executive Director 13.08.2009 - -
Mr. Dipesh D. Sanspara Executive Director 20.02.2018 - -
Mrs. Maya D. Sanspara Non-Executive Director 09.09.2016 25.09.2017 -
Mr. Ghanshyam A. Patel Independent Director 09.09.2016 25.09.2017 13.08.2022
Mr. Parth V. Saspara Independent Director 09.09.2016 25.09.2017

-

Mr. Snehal M. Patel Independent Director 09.09.2016 25.09.2017 -
Mr. Paresh B. Lathiya Independent Director 09.09.2016 25.09.2017 -
Mrs. Geeta D. Tejani Independent Director 12.10.2020 04.11.2020 -
Mr. Rahil V. Dhameliya Independent Director 13.08.2022 -

-

Mr. Shailesh M. Sardhara Chief Financial Officer 09.09.2016 - -
Ms. Javnika Gandharva Company Secretary and Compliance Officer 24.08.2021

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

13. SUBSIDIARY. JOINT-VENTURE AND ASSOCIATES COMPANIES:

The Company does not have any subsidiary, Joint Venture and Associate Companies.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement" and confirm that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2023 and of the profit of the Company for the Financial year ended March 31,2023;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the year ended March 31, 2023 have been prepared on a going concern basis;

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://euroindiafoods.com/wp-content/uploads/2023/05/1.-Related-Party- Transaction-Policy.pdf.

16. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relates to the conversation of energy, Technology absorption and foreign exchange earnings and outgo as per provision under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed below as "Annexure-III".

17. PARTICULAR OF EMPOYEES AND RELATED DISLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure IV" to this report and form part of this Report.

18. AUDITORS:

STATUTORY AUDITOR

M/s R P Vidani & Co., Chartered Accountants (Firm Registration No. 137610W) were appointed as Statutory Auditor of the Company for a term of 5 (Five) consecutive years, at the Annual General Meeting held on 30th September, 2022. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has been internal Auditor of the Company for the Financial Year 2022-23. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co., Chartered Accountant, Surat, as an Internal Auditor for the Financial Year 2023-24 in the Board meeting held on 30th May, 2023, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Dhirren R. Dave & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 and 2023-24. The Secretarial Audit Report for the Financial Year 2022-23 and 2023-24 is annexed to this Report as "Annexure V".

19. DEPOSITS:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

20. LOANS, GUARANTEE 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.

The Loans, Guarantees and Investments mentioned in the notes to the Financial Statements are within the ambit of Section 186 of the Companies Act, 2013.

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

21. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report of the financial condition of the Company under review, is annexed and forms an integral part of the Directors Report, is given in "Annexure VI".

22. COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost records as well as the cost audit, as the case may is not applicable to the company for the Financial Year 2022-23.

23. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company were listed on the NSE of India Limited (National Stock Exchange of India- SME Platform) since March 31, 2017. The Annual Listing Fee for the current year has been paid to the NSE of India Limited.

Migration To the Main Board of NSE:

The Board of Directors of the Company, in their meeting held on February 14, 2020, had proposed the Listing of equity share of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited. The members of the Company, through Postal Ballot, on March 21, 2020 had also approved the proposed listing of equity shares of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited.

The NSE has granted final listing approval for the Listing of equity shares of the company on Capital Market Segment (Main Board) of NSE vide letter dated October 8, 2021and the equity shares of the Company are listed and traded on the main board of NSE with effect from October 12, 2021.

24. SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31st March, 2023 in the Board meeting duly held on 30th May, 2023, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. DISCLOSURES:

Share Capital:

The Companys Authorized Equity Capital as on March 31, 2023 was Rs. 250,000,000 comprising of 25,000,000 Equity Shares of Rs. 10/- each fully paid up.

The Companys paid up Equity Capital as on March 31, 2023 was Rs. 248,000,000 comprising of 24,800,000 Equity Shares of Rs. 10/- each fully paid up.

During the F.Y. 2022-23 the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in "Table 2 of Annexure I".

Composition of Audit Committee

The Board has constituted the Audit committee which comprises of two Non-Executive Directors and one Executive Director and Chairman of the Committee is Independent Director. The details of the composition of the audit committee are described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

Material Changes:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the financial statements relate and the date of this report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives and Corporate Social Responsibility Committee; as the company does not fall in the criteria of section 135 of the Companies Act, 2013.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant Section 1 77(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to tackle the circumstances occurred in the organization such as fraud, misrepresentation etc. The vigil mechanism shall provide for adequate safeguards against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/ Whistle Blower Policy. The Policy was approved by the Board and same has been uploaded on the Companys website:

https://euroindiafoods.com/wp-content/uploads/2023/05/Vigil-Mechanism-Whistle-Blower-Policy-1.pdf

Risk Management Policy and Internal Control Adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Managements Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

The Company has adopted and approved Risk Management Policy.

The Risk Management Policy has been uploaded on our Companys website the link is mentioned below:

https://euroindiafoods.com/wp-content/uploads/2023/05/3.-Risk-Management-Policy.pdf

Prevention of Sexual Harassment of Women at Workplace

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. If the Compliant received by any women employee to senior management, the senior management have to convey directly to Chairman and Managing Director relates to any Complaints in matter to sexual Harassment.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at: https://euroindiafoods.com/wp-content/uploads/2023/05/4.-Prohibition-of-Insider-Trading-Policy.pdf

Remuneration Policy:

The Remuneration paid to the Executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then the Board of the company approve in their duly held meeting. The remuneration of executive directors is decided by considering various criteria like Qualification, experience, responsibilities, value addition to the company and financial position of the company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

Company is not paying any remuneration to non-executive and independent directors of the company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has been uploaded on the Companys website:

https://euroindiafoods.com/wp-content/uploads/2023/05/2.-NRC-Policy.pdf

Code of Conduct:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per "Annexure - VII."

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-2023.

27. MATERIAL ORDER PASSED BY THE COURT:

The Company has not received any material order passed by the Court during the F.Y. 2022-23.

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

By order of the Board of Directors
For Euro India Fresh Foods Limited
Sd/-
MANHAR J. SANSPARA
Date : 31st August, 2023 Managing Director
Place : Surat DIN:02623366