DIRECTORS' REPORT To, The Members, We are pleased to present the Twenty forth Annual Report of the Company together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31st March 2015. Performance: During the year under review, the total income of your Company was Rs. 10092.32 Lacs as compared to Rs. 18912.72 Lacs in the previous year. The net Loss of the company for the current financial year is of Rs. 4036.88 Lacs as compared to loss of Rs. 1297.07 Lacs in the previous year. Reasons for loss: a) Expiry & write off of stocks made for Simplot JV projections and not lifted. The total write off of such stocks is Rs. 21.36 crore. Out of which the amount written off in FY 2015 is Rs. 5.59 Crores. b) Continued closure of units at both locations in Himachal & Gujarat due to enforcement of exclusivity by Simplot Inspite of No Sales and Closure of JV operations under Simplot appointed CEO. c) Continued closure of units in Gujarat which were not even under exclusivity due to abrupt abandonment & locking of unfinished, totally depilated, adjoining Premises leased to Simplot. The losses from Simplot led to serious defaults in payments and curtailed our capacity to meet all obligations. We had to request our lenders for debt restructure and they kindly allowed us breathing space till December 2015. Banks insisted on compulsory conversion of all Dollar loans to Rupee prematurely. The loss on this account for debt restructure has been Rs. 13.64 crore. 2. DIVIDEND: Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended 31st March 2015. 3. Business Operations Overview & Future Outlook : Company's business activities are broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export. 4. DEPOSITS: Your Company has not accepted any Public Deposits under Chapter - V of Companies Act, 2013, during the year under review. 5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT: Your company has an adequate Internal Control System and Risk Management procedure to monitor the risks and their mitigating actions. Company has developed policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management controls the risk in accordance with defined policies and procedures adopted by the company. The Board of Directors of the company appointed Mr. Akhil Gupta, Cost Accountant an employee of the Company as an Internal Auditors of the Company for the financial year 2014-2015. The Internal Auditors independently evaluate adequacy of internal controls and audit the transactions undertaken by the Company. The Audit Committee of the Board of Directors inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations. 6. AUDITORS: M/s Anujeet Dandona & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September 2014 for a term of 3 consecutive years. As per section 139 of Companies Act, 2013, the appointment of Auditors is to be ratified by the members at every Annual General Meeting. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act, 2013. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report which is self explanatory and needs no comments. 7. SECRETARIAL AUDITOR: As per the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, every listed company is required to annex with its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice. Secretarial Audit was carried out by M/s Himanshu Sharma & Associats, Practicing Company Secretary, New Delhi, the Secretarial Auditor of the Company for the financial year 2014-2015. The detailed report on the Secretarial Audit is appended as an Annexure to this Report which is self explanatory and needs no comments. 8. COMMITTEES OF THE BOARD: There are currently three Committee of the Board which are as follows: a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders' Relationship Committee Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report. 10. DIRECTORS: Mrs. Sangita Malik, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment. A) Changes in Directors and Key Managerial Personnel: Mr. Chandar Prakash Chhabra, Independent Director Resigned from the Board of the Company during the year under review. B) Declaration by Independent Directors: The Independent director have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) of the Companies Act, 2013. The terms & conditions for the appointment of Independent Directors are given at the website i.e. www.Himalyainternational.com of the Company. C) Formal Annual Evaluation: The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report. D) Board Meetings: The Board of Directors met 5 times during the financial year 2014-2015 on 26.04.2014, 30.07.2014, 30.10.2014, 30.01.2015 and 30.03.2015 as detailed in the Corporate Governance Report. 11. PARTICULARS OF EMPLOYEES: The provision of rule 5 sub rule (2) & (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors of the Company are as under: Name of employee Designation Remuneration (in Rs.) Man Mohan Malik Chairman and Managing Director 95,06,000 12. DISCLOSURE UNDER 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 requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard. Mrs. Jinni Sharma is chairman of the sexual harassment committee. 13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: - During the year under review the company has not accepted any loans or provided any guarantee or made any investments under section 186. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:- During the year under review the company has entered into the following contracts or arrangements with related party. The Board has also framed a policy on related party transactions and the same is available on Company's website. 15. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The policy is also available on the Company's website. 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information pursuant to section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is as under: A- Energy conservation - The Company makes continuous efforts to explore new technologies And techniques to make the infrastructure more energy efficient. The operations of the Company are not energy intensive. Company use agro waste to fire boilers. B- Technology absorption Company uses Indian technical manpower to Operate Indian and imported infrastructure Foreign exchange earnings and out go. 17. DIRECTORS' RESPONSIBILITY STATEMENT: The Board hereby affirms: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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) the directors had 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 had 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 control are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18. Management Discussion and Analysis : A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors' Report. 19. Corporate Governance Report : We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report. 20. Acknowledgement : Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to company's Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future. By order of the Board of Directors Himalya International Limited Man Mohan Malik (Chairman & Managing Director) DIN No. 00696077 Place: Paonta Sahib Date: 28.08.2015 |