Himalchuli Food Products Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31st March, 2019 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars 2018-19 2017-18
Gross Income -- 4,82,166
Profit/(Loss) Before Interest and Depreciation (6,32,039) (95,692)
Gross Profit / (Loss) (6,32,039) (95,692)
Provision for Depreciation -- --
Extraordinary Item -- --
Net Profit/(Loss) Before Tax (6,32,039) (95,692)
Provision for Tax -- --
Net Profit/(Loss) After Tax -- --
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on Proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet (6,32,039) (95,692)

2. COMPANY S PERFORMANCE AFFAIR

Your Directors are positive about the Company s operations and making best efforts to implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The total reserves for the financial year 2018-19 is Rs. -286,12,799/-

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2019 is Rs. 1,90,00,000/- comprising of 19,00,000 Equity Shares of Rs. 10/-.

6. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Nilesh Malshi Savla, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to Section 161 of the Companies Act, 2013, Hetal Dave (DIN: 05354674) has been appointed as an Additional Director in the Board Meeting held on 29th March, 2019..

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

8. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 21st May, 2018 1. 21st May, 2018
2. 13th August, 2018 2. 13th August, 2018
3. 2nd November, 2018 3. 2nd November, 2018
4. 31st December, 2018 4. 12th February, 2019
5. 12th February, 2019
6. 29th March, 2019

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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.

10. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company s financial reporting process. The Audit Committee Comprises of 3 directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. Company has reconstituted the Committee because of change in Directorship of the Company. The Composition of the Audit Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March, 2019. ** Appointed w.e.f. 29th March, 2019. *** Appointed as chairman w.e.f. 29th March, 2019.

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March, 2019. ** Appointed w.e.f. 29th March, 2019. *** Appointed as chairman w.e.f. 29th March, 2019.

3) Stakeholders Relationship Committee

The Board of Directors of the Company reconstituted Stakeholders Relationship Committee consisting three members, chaired by Independent Director. The composition of the Stakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1 Rashmikant Ratilal Desai* Independent Director Chairman
2 Reenaben Bipinchndra Joshi* Independent Director Member
4 Samirkumar Sampat*** Independent Director Chairman
5 Hetal Dave** Independent Director Member
6 Nilesh Savla** Director Member

* Resigned from Directorship 29th March, 2019. ** Appointed w.e.f. 29th March, 2019. *** Appointed as chairman w.e.f. 29th March, 2019.

11. 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.

12. DIRECTOR S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review. c) The directors have 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 have prepared the annual accounts on a going concern basis. e) The directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any, the Auditors Mr. Mahesh Murji Gala (Membership No. 116548), Proprietor of M/s. M. M. Gala & Associates, Chartered Accountants (FRN: 124913W) is appointed as Statutory Auditor of the Company from 31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company.

14. AUDITORS REPORT

The Directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanations.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Payal Tachak & Associates, Practicing Company Secretaries had been appointed as Secretarial Auditor of the Company for the Financial Year 2018-19.

Secretarial Auditor s observation and Management s explanation to the Auditor s observation

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 3. and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies

(Management and Administration) Rules, 2014 Publication of Results audited and unaudited in news paper, E-voting, News Paper Advertisement for Book Closure.

For Point Number 1, 2 and 3

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

4. The Composition of the Nomination and remuneration Committee is not adequate and proper as required under Sec 178(1) of Companies Act, 2013 and under Regulation 19(1) (b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Company would try and comply with all the provisions to the fullest extent.

5. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company will make the payment of Listing fees to the BSE Limited for Financial Year 2019-20. Company will make sure to do the payments within due dates in future.

However, the Company would try and comply with all the provisions to the full extent. The report of the Secretarial Auditors is enclosed as ANNEXURE II to this report.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL

MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

17. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SH Act"). Internal Complaints Committees have been set up in accordance with the provisions of SH

Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2018-19 and hence no complaint is outstanding as on 31 March, 2019 for redressal.

18. 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 under investors/policy documents/Vigil Mechanism Policy link.

19. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

20. 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 I .

21. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company s website.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company s internal control system is commensurate to the size, scale and complexities of its Operations.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

24. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

25. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd. Further, the Company was listed on Ahmedabad Stock Exchange and Vadodara Stock Exchange which were derecognized pursuant to SEBI order.

26. OTHER INFORMATION

Your Directors hereby states 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:

1. During the year under review, the Company has not made any investments or given guarantee s or provided securities falling under the provisions of Section 186 of the

Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.

9. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

27. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on Behalf of the Board of Director
Place: Mumbai Nilesh Malshi Savla Meena Nilesh Savla
Date: 30th August, 2019 Director Director
DIN: 05354691 DIN: 05354674