As on: Sep 25, 2023 09:15 PM
To
The Members,
Mishtann Foods Limited
Your Directors have immense pleasure in presenting Annual Report of the Company together with Audited Statement of Accounts for the financial Year ended 31st March, 2022.
1. STATE OF AFFAIRS OF THE COMPANY
The Company is primarily engaged in the agricultural business i.e manufacturing, processing & trading of rice, wheat and other food grains.
2. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Above mentioned figures are derived from audited
Standalone Balance Sheet for the financial year ended 31st March, 2022.
The total income for the financial year ended March 31, 2022 stood at Rs. 498,58,86,777 as against the corresponding figures of previous financial year which stood at Rs. 351,17,01,531 representing growth of 41.98%. The Standalone Profit Before Tax (PBT) for the financial year ended March 31, 2022 stood at Rs. 47,26,94,403 as against the corresponding figures of previous financial year which stood at Rs. 101,60,447.
3. BUSINESS DEVELOPMENT
During the year under review, the Company has signed a Memorandum of Understanding (MoU) with Government of Gujarat on 27th December, 2021, for the proposal of manufacturing pf grain based ethanol. The estimated project cost is to the tune of Rs. 2250 Crores, giving employment to 5000+ people directly or indirectly and is expected to generate annual revenue of apx. Rs. 3500 Crores by setting up Ethanol project of 1000 KLPD in Gujarat.
The Company has also launched new product "ROCK SALT" under the brand name "MISHTANN" on 3rd May, 2022 in Domestic Market and also seen good response.
4. SHARE CAPITAL
During the year under the review, the Company has allotted Bonus Issue 1:1 by issuing 50,00,00,000 (Fifty Crores Only) Equity shares of Rs. 1 each amounting to Rs. 50,00,00,000 (Fifty Crores Only) out of Free Reserves as per Financial Statements of the Company as on 31st march, 2022. The paid up share capital of the company as on date is Rs. 100,00,00,000 (One Hundred Crores Only). As on 31st March, 2022 none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
5. DIVIDEND
The Board of Directors has recommended a Final Dividend @ Rs. 0.001/- per share (i.e. 0.1%) on equity shares of face value of Rs. 1/- each for the Financial Year ended March 31, 2022, subject to the approval of the shareholders in the ensuing Annual General Meeting.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.
TRANSFER OF UN-CLAIMED DIVIDENDS
The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
6. GENERAL RESERVES
During the year under review Rs. 31,21,27,423/- has been transferred to General Reserves.
7. CHANGE IN NATURE OF BUSINESS
During the Financial Year 2021-22 the Company has not commenced any new business nor discontinued/sold or disposed of any of its existing businesses or hived off any segment or division.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/Joint Venture/Associate Companies in terms of provisions of Companies Act, 2013.
9. QUALITY INITIATIVES
^ The Company has ISO certification for Food Safety (ISO 22000:2018).
^ The Company is registered with Agricultural and Processed Food Products Export Development Authority.
Mishtann is a committed member of All India Rice Exporter Association.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR
Mr. Hiteshkumar Patel, Managing Director (DIN: 05340865) retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
During the year under review the following Directors and Key Managerial Personnel were appointed and resigned:
11. PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION
Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure - A" and forms part of this report.
None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
12. BOARD MEETINGS
During the year, Ten Board Meetings were duly held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
BOARD COMMITTEES
The Board has following Committees, viz,
1. Audit Committee
2. Stakeholders’ Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee (constituted on 11th July, 2022)
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
13. FORMAL ANNUAL EVALUATION
Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the listing regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.
14. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR(S)
Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.
The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company’s Website i.e. www.Mishtann.com.
The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
15. NOMINATION AND 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. The salient features of Nomination & Remuneration Policy of the Company is disclosed in the Corporate Governance Report the web address of the Nomination and Remuneration policy is http://www.mishtann.com/relation.php?category=disclosures-and-policies
16. AUDIT AND AUDITORS
^ STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made thereunder, M/s. J.M. Patel & Bros., Chartered Accountants, Ahmedabad (Firm Registration No. 107707W) were appointed as Statutory Auditors of the Company for period of 5 years, to hold office upto the conclusion of 43rd Annual General Meeting of the Company.
The Auditors’ Report for the financial year 31st March, 2022 is unmodified, i.e. It does not contain any qualification, reservation, adverse remark or disclaimer.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.
^ SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of your Company for the financial year 2021-2022.
The Secretarial Auditor Report u/s 204 of the Companies Act, 2013 in the Format MR-3 is annexed to this Report as "Annexure - B"
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report except the following:
1. There was a Fire Broke out at the Registered office of the Company on 06th May,2022 According to the company all the computer systems and digital Data as well as physical Records are burnt /Destroyed. Now, the Company has prepared the Minutes for the Various Meetings held based on resolutions passed at such meetings, and submitted to Various Authorities. In View of this we could not make the physical inspection and verification such detailed Registers and other Records.
Board's Explanation: The Company has intimated to both the stock exchanges i.e. BSE LTD. And Metropolitan Stock Exchange of India Limited on 7th May, 2022 about major fire break out at the Registered Office of the Company situated at Ahmedabad. The Company has also filed Police Complaint for the same. All the Physical Statutory Records as well as Computer systems and digital data were burnt. The employees of the Company are currently working remotely. It was not possible to hold physical inspection of all the records. The Company has prepared all the Statutory records for FY 2021-2022 as per the provisions of all the required acts and also sent through email for inspection.
2. Further, the Company has provided to us information on Compliances made for Filings of Various Resolutions and E-FORMS with Registrar of Companies as well as the Various Documents information submitted to the Stock Exchanges and Uploaded on the Company's Website stock Exchange website and ROC Website Our This Report is based on Verification of Such information only.
Board's Explanation: The employees of the Company are currently working remotely. It was not possible to hold physical inspection of all the records. The Company has prepared all the Statutory records for FY 2021- 2022 as per the provisions of all the required acts. The Company has sent all the Resolutions, Minutes, E-
Forms, Attendance Registers, Proof of sending notice and other fillings made with ROC, all the corporate announcements, compliances made with SEBI/stock exchanges and uploaded on the website for the verification/inspection.
3. the Company has not made provision for payment of Gratuity and also had not done assessment of Gratuity Liability during the year under review. No compliance has been made with AS-15 in this regard.
Board's Explanation: The company has no employees in continuous services for five years therefore has not made any provision for payment of Gratuity and also had not done assessment of Gratuity Liability as per Accounting Standard-15.
In accordance with the SEBI Circular dated February 8, 2019 read with Regulation 24A of SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. Kamlesh M. Shah, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2022
17. INTERNAL AUDIT & CONTROLS
The company has appointed Mr. Gaurang Khatri as an internal auditor for FY 2021-2022, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, and effectiveness of the systems are taken care of properly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
18. EXTRACT OF ANNUAL RETURN
The Annual Return for financial year 2021-22 as per provisions of the Act and Rules thereto, will be available on the Company’s website at http://www.mishtann.com/relation.php?category=annual-return
19. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The web link of Vigil Mechanism Policy on the website of the Company is http://www.mishtann.com/relation.php?category=disclosures-and-policies
20. RISK MANAGEMENT POLICY
The Risk Management Policy as per provisions of the Act and Rules thereto and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, will be available on the Company’s website at www.mishtann.com.
21. 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
During the Financial Year 2021-2022 there were no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.
23. PUBLIC DEPOSITS
Your Company has not accepted / renewed any deposits from the public during the Financial Year 2021-2022.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of Standalone Financial Statement.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions executed by the Company during the financial year with related parties were on arm’s length basis and in ordinary course of business. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as "Annexure - C".
26. CORPORATE GOVERNANCE
The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure - D" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.
27. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations is annexed to the report.
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has only one female Employee, it is beyond the practicality to constitute a local compliance committee but a system has been put in place to protect Female Employee(s) from sexual harassment. During the year Company has not received any complaint of harassment.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule 8 of Companies (Account) Rules, 2014 is given in "Annexure - E".
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 read with Schedule VII of the Companies Act 2013, the Board has constituted Corporate Social Responsibility Committee.
The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure - F" forming part of this Report.
Brief terms of reference for the CSR Committee include:
1. To formulate a CSR policy which shall indicate activities to be undertaken by the Company.
2. To recommend the CSR policy to the Board.
3. To recommend the amount of expenditure to be incurred on the activities.
4. To monitor the policy from time to time as per the CSR policy.
The complete policy of Corporate Social Responsibility is displayed on the company’s website at i.e.
http://www.mishtann.com/uploads/specification/Mishtann%20Foods%20Limited-%20Corporate%20Social%20Responsibility%20Poticy.pdf
31. BUSINESS RESPONSIBILITY REPORT:
A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of this Annual Report as Annexure G.
32. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—
(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; and
(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 proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
33. MAINTENANCE OF COST RECORDS
The Central Government has not specified for the maintenance of cost records under section 148(1) of the Act for any goods sold or services rendered by the company.
34. LISTING WITH STOCK EXCHANGES
The Company has listed its Equity Shares on BSE Limited and Metropolitan Stock Exchange of India Limited.
35. SECRETARIAL STANDARDS
The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’,
‘Payment of Dividend’ and ‘Report of the Board of Directors’ respectively, have been duly followed by the Company.
ACKNOWLEDGMENT
We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.
We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.