I Your Directors are pleased to present the Annual Report of NHC Foods Limited (“the Company”) together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2024.
FINANCIAL PERFORMANCE & SUMMARY FINANCIAL PERFORMANCE
The Company’s financial performance during the year ended March 31, 2024 compared to the March 31,2023 is summarised below:
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( In Lacs)
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| |
March 31, 2024
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March, 31 2023
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|
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Total Income
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21,130.11
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16,411.34
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Total Expenditure
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(20,818.06)
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(16,141.59)
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Profit Before Tax
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312.05
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269.75
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Less: Total Tax Expenses
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(77.31)
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(94.11)
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Profit After Tax
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234.74
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175.64
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Earning per share
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|
|
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Basic
Diluted
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1.98
1.98
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1.48
1.48
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SUMMARY
During the year under review, the Company reported total income of Rs. 21,130.11 Lakhs for March 31, 2024 as against Rs. 16,411.34 Lakhs for March 31,2023. Profit After Tax was reported at Rs. 234.74 Lakhs for March 31,2024 as against Rs. 175.64 Lakhs for March 31,2023.
There was no change in nature of business of the Company, during the year under review.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings’.
DIVIDEND
In order to conserve the resources for the future expansion plan of the Company under implementation, your directors do not recommend any dividend for the year under the review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.
CORPORATE GOVERNANCE
A Report on Corporate Governance, in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, along with a Certificate from Practising Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations, internal controls and their adequacy, risk management systems, and other material developments.
BOARD MEETINGS
13 meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the Company conveyed during the financial year 2023-2024 are given in the Corporate Governance Report which forms part of Annual Report. The details of attendance of the Directors in the Board Meetings and its Committees during the year under review are stated in the Corporate Governance Report.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee and all the recommendations given by Audit Committee during Financial Year 2023-2024 were accepted by the Board. Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.
DIRECTORS AND KEY MANANGERIAL PERSONNELPRESENT BOARD OF DIRECTORS OF THE COMPANY
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Name
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DIN
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Designation
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Date of Appointment
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Date of
Re-appointment
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Date of Cessation
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Manish Vyas
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08502223
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Chairman & NonExecutive Independent Director
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12-07-2019
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12-07-2024
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Apoorva Himatlal Shah
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00573184
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Managing Director
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13-11-2015
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13-11-2021
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-
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Apar Apoorva Shah
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07125733
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Whole Time Director
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10-06-2021
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10-06-2024
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-
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Ashish Ashokkumar Shah
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06701501
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Non-Executive NonIndependent Director
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26-06-2023
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-
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-
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Ritesh Kumar Gupta
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05102641
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Executive Director Non-Executive NonIndependent Director
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21-09-2023
18-11-2023
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-
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24-04-2024
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Monika Amit Singhania
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07950196
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Non-Executive Independent Director
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30-09-2017
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15-09-2023
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12-08-2024
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Neha Mahesh Dhanuka
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08502169
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Non-Executive Independent Director
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12-07-2019
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12-07-2024
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-
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Karan Hareshlal Nagdev
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10728141
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Non-Executive Independent Director
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12-08-2024
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-
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-
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Pursuant to provisions of Section 203 of the Act, and the Rules made there under, following are the Key Managerial Personnel (KMP) of the Company:
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Apoorva Himatlal Shah
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Managing Director
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Apar Apoorva Shah
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Whole Time Director
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Shivani Singh
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Company Secretary & Compliance Officer (Resigned w.e.f. 10-08-2023)
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Shanu Bhandari
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Company Secretary & Compliance Officer (Appointed w.e.f. 8-11-2023)
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Awdeshkumar Kannaujia
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Chief Financial Officer (Resigned w.e.f. 03-04-2023)
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Akansh Bharat Shah
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Chief Financial Officer (Appointed w.e.f. 26-06-2023) (Resigned w.e.f. 24-11-2023)
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Archit Sudhir Wahale
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Chief Financial Officer (Appointed w.e.f. 20-02-2024)
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Further, following appointments/ re-appointments are proposed at the AGM:
1. Mr. Apar Shah (DIN: 07125733), who retires by rotation and being eligible, offers himself for re-appointment.
2. Mr. Apoorva Shah (DIN: 00573184) as Managing Director for a term of three years with effect from November 13, 2024 upto November 12, 2027
3. Mr. Karan Nagdev (DIN: 10728141) as a Non-Executive Independent Director for a term of five years with effect from August 12, 2024 upto August 11,2029
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER OF SECTION 149(6) OF COMPANIES ACT, 2013
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Board is of the opinion that Ms. Monika Singhania (DIN: 07950196) possess appropriate skills, expertise and experience required for re-appointment of Independent Director.
SHAREHOLDERS AND INVESTORS
Your Company regularly interacts with its shareholders and investors through result announcements, annual report, media releases, Company’s website and subject specific communications. The Annual General Meeting gives the shareholders an opportunity to engage directly with the Board of Directors and Management. During this meeting, the Board engages with shareholders and answer their queries on varied subjects. Your Company has a designated email address for shareholders. The Secretarial department regularly engages with the shareholders to resolve queries, grievances, if any, and provides guidance to the shareholders for any company related matters.
ISSUE OF SHARES
The Company during the year under review has not issued any SWEAT equity shares or shares with differential rights or under Employee stock option scheme nor did it buy back any of its shares.
However With effect from July 22, 2024, The Company had sub-divided its shares from Face Value of Rs.10 to Re.1. The Authorised Share Capital of the Company was increased from Rs.24 crores to Rs. 65 crores. Further, Board in its meeting held on May 30, 2024 had approved raising of funds through Rights Issue upto Rs.49 crores.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.
Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy can also be accessed on Company’s website www.nhcgroup.com.
DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, 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 financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;
c) That the Directors had 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;
d) That Directors have prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors had devised adequate systems and processes, commensurate with the size of the Company and the nature of its business, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. Form AOC-2 is provided in Annexure-1.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
For the period ended March 31,2024, the Company had remitted Rs. 576.68 Lakhs, equivalent to USD 6.91 Lakhs, for the purpose of acquiring shares in M/s Intra Metal Trading L.L.C, located within the Free trade zone of the United Arab Emirates. The acquisition was not completed as on March 31, 2024, due to which the Consolidated financial statements for the period ended March 31,2024 have not been prepared. However, the issuance, registration, and allotment of shares for M/s Intra Metal Trading L.L.C has been completed after the closing of the financial year 20232024 and subsequent to the same M/s Intra Metal Trading L.L.C became subsidiary of the Company.
The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.
STATUTORY AUDITORS
M/s. JMMK & Co., Chartered Accountants (Firm Registration No. 120459W) were appointed as the Statutory Auditors for a period of 5 years from the conclusion of the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company i.e. ensuing Annual General Meeting of the Company. It is proposed that they be reappointed for a second term of 5 years from the conclusion of 32nd Annual General Meeting of the Company i.e. ensuing Annual General Meeting of the Company till 37th Annual General Meeting.
M/s. JMMK & Co. have confirmed their eligibility and qualification required under Section 139, 141 and applicable provisions of the Companies Act, 2013 and rules issued there under (including any statutory modification (s) or reenactment (s) thereof for the time being in force).
AUDITORS OBSERVATIONS
The Auditors Report for the Financial Year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.
The Secretarial Audit Report for the Financial Year 2023-2024 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is enclosed as Annexure-3 to the Board’s Report in this Annual Report.
At NHC Foods Limited, we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavour is to invest in people and
people processes to improve human capital for the organisation and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organisation continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.
SECRETARIAL AUDITORS
The Board of Directors of the company has appointed DM & Associates Company Secretaries LLP as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025.The Secretarial Audit Report for the Financial Year ended March 31,2024 is set out in Annexure-3 to this report.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website at (www.nhcgroup.com).
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate Internal Financial Controls over financial reporting as of March 31,2024 for ensuring the orderly and efficient conduct of its business, adherence to Company’s policies, safeguarding assets of the Company, Prevention and Detection of Frauds and Errors, Accuracy and Completeness of the Accounting Records and timely preparation of Reliable Financial information.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013
There was no instance of Frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. During the year under review no personnel has been denied access to the audit committee. The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. The approved policy is available on the Company’s website www.nhcgroup.com.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Company has also set up “Prevention of Sexual Harassment Committee” (‘the Committee’) to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timelines. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.
SHARE CAPITAL
The paid - up Equity Share Capital as on March 31,2024 was Rs.11,85,50,000. During the year under the review the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments that occurred subsequent to the end of the financial year till the date of this report, which affects the financial position of the Company
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company. Your Company continues to be one of the leading foods processing Company.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
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Name of the directors
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Ratio to Median Remuneration
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|
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Executive Directors
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|
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Mr. Apoorva Shah
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15.00
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Mr. Apar Shah
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12.73
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Non - Executive Directors /Independent Directors
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Mr. Manish Vyas
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NA
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Ms. Neha Dhanuka
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NA
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Mrs. Monika Singhania
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NA
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Mr. Ashish Shah
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NA
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Mr. Ritesh Kumar Gupta
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NA
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The percentage increase in remuneration of each Director, Chief Financial Officer, Company secretary in the financial year:
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Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
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% increase in remuneration in the financial year
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|
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Mr. Apoorva Shah
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4.38%
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Mr. Apar Shah
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4.50%
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Ms. Shivani Singh
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10%
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Mr. Akansh Bharat Shah
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NA
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Ms. Shanu Bhandari
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NA
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Mr. Archit Wahale
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NA
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The percentage increase in the median remuneration of employees in the financial year: 10%
The number of permanent employees on the rolls of Company: 25
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
We affirm that the remuneration paid to the Directors is as per the term laid out in the Nomination & Remuneration Policy of the company. The Company has a Policy on Materiality of Related Party Transaction and dealing-with Related Party T ransaction which is uploaded on the Company’s website at www.nhcgroup.com. 25
LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company had had remitted an advance of USD 6,91,616.60 towards acquiring 96.21% equity stake in lntra Metal Trading LLC-FZ (“Intra”) located in Dubai, UAE specializing in Agri and Metals Trading.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure 2 to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any Corporate Social Responsibility initiatives as the said Provision of Section 135 of the Companies Act, 2013 is not applicable to the company.
BOARD EFFECTIVENESS
In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The Company operates, business model etc. The same is also available on the website of the Company and can be accessed by web link www.nhcgroup.com.
RISK MANAGEMENT
For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk aware organization is better equipped to maximize the shareholder value. The key cornerstones of your Company’s Risk Management Framework are:
1. Periodic assessment and prioritization of risks that affect the business of your Company;
2. Development and deployment of risk mitigation plans to reduce the vulnerability to the prioritized risks;
3. Focus on both the results and efforts required to mitigate the risks;
4. Defined review and monitoring mechanism wherein the functional teams, the top management and the Board review the progress of the mitigation plans;
5. Embedding of the Risk Management processes in significant decisions such as large capital expenditures, mergers, acquisitions and corporate restructuring
6. Wherever, applicable and feasible, defining the risk appetite and install adequate internal controls to ensure that the limits are adhered to.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared and paid during the year under review, the provisions of Section 125 of the Companies Act, 2013 does not apply.
CODE OF CONDUCT
The Company has laid down and adopted a Code of Conduct for its Directors and Senior Management Personnel, which is also available on the Company’s website www.nhcgroup.com. The Company has received confirmation from all Directors as well as Senior Management Personnel regarding compliance with the Code of Conduct during the year under review as required under Regulation 26(3) of the Listing Regulations. Additionally, all Independent Directors of the Company shall be bound by duties of Independent Directors as set out in the Companies Act, 2013 read with the Schedule and Rules there under. Pursuant to Schedule V(D) of the Listing Regulations,
A declaration signed by the Managing Director of the Company to this effect is attached at the end of this report. TRADE RELATIONS
Your Directors wish to record appreciation of the continued, unstinted support and co - operation from its retailers, stockists, supplier of goods/services, clearing and forwarding agents and all other associated with it. Your Company will continue to build and maintain a strong association with its business partners.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.
LISTING OF SHARES
The shares of the Company are listed on BSE Ltd. The Company has regularly paid the Annual Listing Fees to the Bombay Stock Exchanges. Annual Custody / Issuer fee for the Financial Year 2022-2023 has been paid by the Company to National Securities Depositories Limited and Central Depository Services Limited.
A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
This requirement is not applicable upon the company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
This requirement is not applicable upon the company.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
This requirement is not applicable upon the company.
GENERAL
Your Directors state 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:
a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
b) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company’s operations in future.
c) The Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
ACKNOWLEDGEMENTS
The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.
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