To the Members,
Your Directors have pleasure in presenting this 33rd Annual Report together
with Audited Financial Statements of the Company for the financial year ended 31st
March, 2023.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31st March, 2023 and for
the previous year ended 31st March, 2022 are as follows:
[Rs. in Lacs]
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Revenue from Operations |
11,732.60 |
11,188.16 |
Other Income |
58.33 |
32.41 |
Total Revenue |
11,790.93 |
11,220.57 |
Profit before Finance Cost, Depreciation & Tax |
1,170.82 |
2,000.96 |
Finance Cost |
1,606.33 |
243.10 |
Depreciation |
964.22 |
517.81 |
Profit before Tax |
(1,399.73) |
1,240.05 |
Less : Tax Expenses |
(339.97) |
328.44 |
Profit for the year |
(1,059.76) |
911.61 |
During the year under review, your Company achieved total revenue and net loss of Rs
11,790.93 Lakhs and Rs. 1.059.76 Lakhs respectively, as against total revenue and Net
Profit of Rs. 11,220.57 Lakhs and Rs 911.61 Lakhs respectively during the previous
financial year ended 31 st March, 2022.
The comprehensive details of performance of the Company have been given in the
Management Discussion and Analysis Report appended hereto.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2023 was
Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with
Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2023 none of the Directors of the Company except the
following held shares or convertible instruments of the Company:
Shri Ashok Chaturvedi - 7,610 Equity shares
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 15,59,052/- (Rupees Fifteen Lakhs Fifty- Nine Thousand and Fifty-Two
Rupees) was transferred to Investor Education and Protection Fund (IEPF) during the year
under review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, the Company has transferred 32,785 (Thirty-Two
Thousand Seven Hundred and Eighty-Five) Equity Shares on which Dividend was not paid for
more than seven years to the Investor Education and Protection Fund (IEPF) during the year
under review.
DIVIDEND
Yours Directors are pleased to recommend a dividend of Rs 0.50 (Rupees Fifty Paisa
Only) per equity share of Rs.10/- each (5%) for the financial year ended 31st
March, 2023 after considering business exigencies.
The Register of Members and Share Transfer Books of the Company shall remain closed
from Saturday, the 29th July, 2023 to Friday, the 18th August, 2023
(both days inclusive).
The Dividend, as recommended by the Board, if declared at the meeting, will be paid to
those members or their mandates:
a) Whose names appear as Beneficial owners as at the end of business hours on Friday,
the 28th day of July, 2023 in the list of Beneficial Owners to be furnished by
National Securities Depository Limited and Central Depository Services (India) Limited in
respect of the shares held in electronic form; and
b) Whose names appear as members in the Register of Members of the Company after giving
effect to valid requests for transmission of shares, deletion/transposition of names etc
in physical form lodged with the Registrar & Share Transfer Agents of the Company on
or before Friday, the 28th day of July, 2023.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company. DIRECTORS
None of the Director of the Company are disqualified under the provision of the
Companys Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Shri Madan Mohan Varshney resigned from the Board of Directors of the Company w.e.f. 05th
May, 2022 due to his preoccupation. Further, Shri Paresh Nath Sharma, whose second term as
Independent Director expired on 25th May, 2022, has also ceased to be the
Director of the Company. The Board of Directors place on record their appreciation for the
valuable contribution made during their tenure as Directors of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Shri Rajeev Sharma, Chairman (DIN: 08789214) of the Company
retire by rotation and being eligible, offers himself for reappointment.
Smt. Indu Liberhan was re-appointed for a second term of 5 (Five) consecutive years
i.e., from 16th August, 2022 to 15th August, 2027 in the AGM held
dated 05th August, 2022.
All the Independent Directors of your Company have given declarations inter-alia
confirming that they meet the criteria of Independence as prescribed both under the Act
and Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term
“relative” as per Section 2(77) of the Companies Act, 2013.
INDIAN ACCOUNTING STANDARDS
The annexed financial statements for the Financial Year 2022-23 and corresponding
figures for 2021-22 comply in all material aspects with the Indian Accounting Standards
notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified
from time to time.
DIRECTORS RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Internal Auditors of the
Company, subject to disclosures in the Annual Accounts and also on the basis of the
discussion with the Statutory Auditors of the Company from time to time, your Directors
make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that the Company has selected such accounting policies and applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March,
2023 and of the Profit of the Company for the year ended on that date;
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 have been prepared on a going concern basis;
e. that proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
The Companys Internal Auditors have conducted periodic audit to provide reasonable
assurance that the Companys established policies and procedures have been followed. The
Audit Committee constituted by the Board reviewed the internal controls and financial
reporting issues with Internal Auditors and Statutory Auditors.
DISCLOSURE RELATED TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
There were no subsidiaries, associates and joint ventures during the period under
review. However, the Company is an Associate Company of Uflex Limited.
DEPOSITS
Your Company has not accepted any deposits covered under Chapter V of the Companies
Act, 2013 and hence no details pursuant to Rule 8(5)(vi) of the Companies (Accounts)
Rules, 2014 are reported.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans and Investments, if any during the financial year under review are
given in the accompanying Financial Statements. Further, the Company has not executed any
Corporate Guarantee during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The related party transactions entered during the financial year were on Arms Length
Basis and were in the ordinary course of business. Therefore, the Provisions of Section
188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has
been made in the notes to the Financial Statements.
The Related Party Transactions Policy as approved by the Board is uploaded on the
Companys website www. fiexfoodsltd.com at the weblink
https://www.fiexfoodsltd.com/ pdf/Related-Party-Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the Companies Act, 2013, your
Company has a Corporate Social Responsibility (CSR) Committee, which comprises Shri Indu
Liberhan, Chairperson, Shri Rajendra Kumar Mishra, Member and Shri Rahul Razdan, Member.
The terms of reference of the Corporate Social Responsibility (CSR) Committee are provided
in the Corporate Governance Report. Your Company has also formulated a Corporate Social
Responsibility Policy (CSR Policy) which is available on the website of the Company at
http://www.fiexfoodsltd.com/pdf/CSRPolicy.pdf.
Shri Paresh Nath Sharma ceased to be the member of the Committee on account of
Cessation from the Directorship of the Company w.e.f. 25th May, 2022.
The Company considers social responsibility as an integral part of its business
activities and endeavors to utilize allocable CSR budget for the benefit of society and
environment.
Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as “Annexure A” is integral
part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed as “Annexure B”.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business. Companys Risk Management
Policy divides Risk into two broad categories; one Risk Associated at the Transactional
Level and the other Risk Associated at the Decision-Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate
control mechanism and operating effectiveness of the Internal Financial Controls and
ensure Legal Compliance. The company has created appropriate structures with proper
delegation of duties and responsibilities of employee at each level on enterprise basis
for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social &
economic, market, technology, capital structure, foreign exchange & interest rate,
they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and ensuring
Legal Compliance are periodically reviewed by the Management, Internal Auditors, Statutory
Auditors and the Audit Committee.
However, no risk has been identified which in the opinion of the Board may threaten the
existence of the Company.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management Discussion and Analysis Report
appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the Company
functioning. In view of the potential risk of fraud and corruption due to rapid growth and
geographical spread of operations, the company has put even greater emphasis to address
this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The said policy as
approved by the Board was uploaded on the Companys website www.fiexfoodsltd.com at
weblink http://www.fiexfoodsltd.com/pdf/whistleblowerpolicv.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or Court, which
would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s MJMJ & Associates LLP, Chartered Accountants (Firm Registration No.
027706N/N400013), were re-appointed as Statutory Auditors of the Company for a further
term of 5 (Five) years to hold office from the conclusion of 32nd Annual
General Meeting of the Company held on 05th August, 2022 until the conclusion
of the 37th Annual General Meeting to be held for the financial year 2026-27.
The Report given by M/s. MJMJ & Associates LLP, Chartered Accountants (Firm
Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the
Company for the year 2022-2023 is part of the Annual Report. There is no qualification,
reservation or adverse remark or disclaimer in their Report. During the year under review,
the Statutory Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed to the Boards Report.
The Report of the Statutory Auditors on the financial statements including relevant
notes on the accounts for the Financial Year ended 31st March, 2023 are
self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s. KAAP & Associates,
Chartered Accountants, Delhi (Firm Registration No. 019416N) as Internal Auditors pursuant
to the provisions of Section 138 of the Companies Act, 2013 for the financial year
2022-2023.
SECRETARIAL AUDITORS
The Board has re-appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries,
Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies
Act, 2013 for the financial year 2022-2023. The Report of the Secretarial Auditor is
annexed to the Report as per “Annexure C".
EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in their Secretarial Audit Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the period under review.
SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank or Financial Institution.
ANNUAL RETURN
The Annual Return of the Company as on 31 st March, 2023 is available on the
Companys website and can be accessed at https://www.flexfoodsltd.com/pdf/Annual
Return/Annual Return 2022 2023.pdf.
MEETINGS
During the year under review, four Board Meetings, four Audit Committee Meetings, two
NRC Committee meetings, one CSR Committee meeting and three Stakeholders Relationship
Committee meeting were convened and held, the details of which are given in Corporate
Governance Report appended hereto.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee, comprises of Smt. Indu Liberhan as the Chairperson, Shri Rajendra
Kumar Mishra, Shri Arvind Mahajan and Shri Rahul Razdan as the Members. More details about
the Committee are given in the Corporate Governance Report appended hereto.
Shri Paresh Nath Sharma ceased to be the member of the Committee on account of
cessation from the Directorship of the Company w.e.f. 25th May, 2022.
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 has been no material change and commitments occurred, between the end of the
financial year of the Company i.e., 31st March, 2023 and the date of this
report affecting financial position of the Company.
INTERNAL POLICY ON REMUNERATION
The company has Nomination and Remuneration Policy for Directors, Key Management
Personnel and Senior Management Personnel. The said policy is available at https:// www.flex
food sltd. com/pdf/Nomination Remuneration Policy. pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. Member interested in
obtaining a copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as per “Annexure D”.
DISCLOSURE OF COST RECORD
The provisions of maintenance of cost records specified by the Central Government under
subsection-(1) of section 148 of the Companys Act, 2013 for the products
dealt/manufacture by the Company are not applicable to the Company.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and under Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an Annual Performance Evaluation of its own performance
and that of its committees and all the Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done
at a separate meeting by the Independent Directors.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of
Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion
and Analysis is enclosed as part of this Report as “Annexure E & F”.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. No complaint was received from any employee during the
financial year 2022-2023 and hence no complaint is outstanding as on 3151
March, 2023 for redressal.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the
year. Your Directors wish to place on record their sincere appreciations for the
continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks,
Government Authorities where companys operations are carried out, Shareholders,
Customers, Suppliers and other Business Associates for their continued co-operation and
patronage.
For & On behalf of the Board
|
Ashok Chaturvedi |
Place : NOIDA |
Chairman |
Dated: 26th May, 2023 |
(DIN: 00023452) |
+91-9892691696
