Annual Report 2020-21
Annual Report 2020-21
Annual Report 2020-21
We believe in
nourishing the community we work within -through supporting local
farms by ways of contract farming, educating farmers on better farming
practices and providing them with our nitrogen-rich soil from the
Mushroom Houses to fertilize their fields.
th
30 Annual Report
Year 2020-2021
I hope you are all well and have been able to cope with this unprecedented and daunting worldwide pandemic. Just like
you, we have steadfastly held on, and proven once again our mettle and resilience.
Our first priority since last year has been the safety of all our staff and employees from Covid. We strictly adhered to the
government safety protocols and had to make concessions like everyone else. We could run our operations
only partially and continued some exports to North America.
However, despite these unprecedented and globally challenging times, we survived, kept our operations live and
maintained our positivity to ultimately bounce back stronger than before. Our spirit and resilience are reflected in the
financial reports of the lockdown period.
In some ways, the pandemic forced us to work smarter, streamline processes and make do with less than before. For
instance; because of the shortage in human resources, we were forced to reduce both labor and energy costs and thus
inadvertently ended up running a more efficient operation. We anticipate that moving forward; we will save 30% on these
two cost factors per unit of production. The incremental effect of such cost savings become even more pronounced as we
utilize our plant’s full –a much higher capacity –once the pandemic has truly subsided.
Most importantly, not only did we streamline processes and cut cost during the pandemic, but we rechanneled our idle
energy to aggressively innovate new and therapeutic products. We innovated ways to utilise the available but unused
capacities of our operations, and achieve the true potential of our company. (See below “New Era of Health & Wellbeing -
Himalaya Innovations”) Overall, the pandemic taught us many lessons, and we feel lucky to have seen silver linings.
Previously, all four lenders/banks had approved an OTS for Rs. 82.90 Crores against the outstanding amount of Rs. 181.01
Crores. An amount of Rs. 20.44 Crores, about a quarter, has already been paid back. However, due to the massive
disruptions caused by the Covid lockdowns, our lender banks have not yet been able to issue NOC’s for the sale of the
company’s non-core assets. In light of this delay, we have requested the banks extend the period over which the remaining
balance is due. We anticipate that Himalaya will be paying Rs. 30 Crores from the sale of these non-essential assets. The
remaining Rs. 30 Crores of the OTS will be paid through the company’s internal cash accruals.
The 7 years of legal battle with American JV partner got concluded at Singapore Arbitration in March 2020 & we resumed
the possession of the premises along with two potato processing lines at Vadnagar. JV partner defaulted on the Award in
April last year by not returning key components & equipments within the specifically defined period of three weeks. The
matter of compliance to the three point award is pending at Delhi High Court besides our appeal for damages for
abandonment.
Businesses worldwide have suffered heavily due to the catastrophic consequences of Covid 19. We hope that with
aggressive vaccination, a heightened awareness of health, nutrition, and welfare, and mindful precautions, we will soon
eliminate this annihilating threat and move forward as a wiser civilization.
I am pleased to share below Himalaya’s vision and thoughts for the future and the silver linings that we see on the horizon,
despite the gloom and economically crippling events of the last two years. Barring any further unforeseen circumstances,
we are confident to surpass our Pre-Covid March 2020 financials in the current fiscal year. We are reorganizing our
mushroom operations in such a way that we continue to grow Button mushrooms at Pre-Covid levels and still divert 40%
of our plants’ capacity towards the very high valued medicinal mushrooms, such as Reishi, Cordyceps, Lions Maine &
Turkey Tail. All these high valued mushrooms thrive on hard wood & grain based substrates requiring huge infra for super-
heated steam based sterilization process. Fortunately we already have idle capacity and infrastructure that will be re-
channeled to process the substrate for these mushrooms. Our newly developed “Vegan Mushroom Jerky” and “Red Reishi
Super Mushroom Cookies” are further expected to add value to the company’s profit margins. Overall, this restructuring of
mushroom growth will provide for a big boost to the company’s overall profit margins.
The unprecedented and harsh global pandemic has jolted all of humanity irrespective of income, geographic, or other
identity! Covid 19 has ushered in a New ‘Game Changing’ Era and demanded that we urgently build our immune systems
against not only this but any future viruses and truly start thinking of food as medicine.
“Functional Foods” the foods that are not only therapeutic but also nutrition dense, are now in vogue more than ever
before. These foods can provide for a much-needed boost to our innate immune system in an increasingly toxic,
unpredictable, and globally connected world. Himalaya, as a giant mushroom producer and organic food processing plant,
is already equipped to participate in the super food & functional foods segment. We thus expect tremendous growth in the
near future and are positioned to be part of this unprecedented boom for Functional & Immunity boosting Super Foods.
Medicinal Mushrooms:
In particular, certain ancient and revered mushrooms are in the spotlight, post pandemic. The health benefits of these
mushrooms, and their ability to enhance immunity and longevity, extend their appeal beyond the dinner table, and we can
now find these mushrooms on most online health stores & in every supplement aisle in various forms, such as teas,
powders, capsules, and tinctures.
We at Himalaya Food have now redefined our mission after 25 years of growing mushrooms. We worked incessantly
through the pandemic to use our quarter century of mushroom growing experience and reinvent ourselves as the leader in
growing and packaging medicinal mushrooms from India.
To accomplish this over the last year, Himalaya engaged the Directorate Mushroom Research Center (DMR-ICAR) to assist
in the development of high valued functional and medicinal mushrooms using our existing infrastructure for steam
sterilisation and UV protected inoculation. We have imported high quality mother cultures for Red Reishi, Lions Mane &
Cordyceps Militaris Mushrooms from Penn State University, USA. After completing long trials, we are now starting
commercial growing of these mushrooms that shall be dried and sold to larger players in the field of Nutritional
supplements as well as for In-house extraction of their therapeutic compounds for marketing under Himalaya Mushroom
Brand. The Mushrooms selected are based on their ancient reputation to prevent & cure several ailments and their innate
properties to build strong immunity and Anti-Ageing.
For instance; known as the ‘Mushroom for Immortality’ and revered for more than 7,000 years in Asia, Reishi mushrooms
(Ganoderma Lucidum aka Lingh zhi in China) have long been a source of healing and wellness. In Japan, Reishi mushrooms
are used as a health tonic to strengthen the immune system and bring it back into balance. Himalaya is now growing Reishi
mushrooms.
Lion's Mane has a taste and texture similar to lobster or crab; stringy, meaty, and delicate. Lion's mane readily takes on the
flavor of spices and sauces and is called vegetarian lobster. Lion’s Mane is a mainstay of traditional Chinese & Japanese
medicine. It has a long history of both culinary and medicinal use, with traditional medical practitioners prescribing it for
ailments including insomnia, low mood, low immune system function, and memory loss. The known benefits of regular
Lion's Mane Mushroom are enhanced memory retention, improved focus and concentration, reduced stress and anxiety,
better sleep, a strong immune system and improved long-term cognitive function. Lion's Mane is fast becoming one of the
most popular mushroom supplements in the world, and Himalaya is at the forefront of this development.
Cordyceps became viral as an energy booster when Chinese athletes performed astoundingly to break several world
records in 1993 International Games. Natural Cordyceps Sinensis; native to Himalayas has become rare due to exploitation
from times immemorial and have been banned by India and several other nations to protect the fragile Himalayan ecology.
These natural Himalayan mushrooms also called Himalayan Viagra are worth more than gold in international markets.
Cordyceps Militaris (CM) was thus developed, to mitigate this shortage and to save the Himalayan ecology, in controlled
Innovation has been the hallmark of our team here at Himalaya ever since our inception in 1995. The pandemic has taught
us many lessons, and one of these led us to the path of super mushrooms. Also known as functional foods, these
mushrooms are truly the definition of what Hippocrates was talking about: “Let food be thy medicine, and
let medicine be thy food”. Below is our attempt to live and let live by this mantra.
Portobello Jerky:
We have now developed a nutritionally dense ‘Portobello Vegan Jerky’ in five flavors www.himalayajerky.com.We
developed the process infusing our portobello mushrooms with Vitamin and then marinate these delicious morsels with
therapeutic ayurvedic herbs and spices. We then dry the jerky at extremely low temperatures to not only bring out the
flavors and chewiness but also preserve the nutritional content of the mushrooms and herbs. The drying process shrinks
the portobellos to around 15% of their raw weight, making the final product many times more nutritionally dense than the
raw mushrooms.
After successful cultivation trials on Reishi mushrooms, we have innovated “Red Reishi Super Mushroom Cookies” by
infusing Red Reishi bioactive compounds for a daily dose of all essential immunity boosting enzymes, vitamins and
minerals against all kinds of viruses and diseases. This product is made from Vitamin D infused portobello mushrooms and
Reishi mushroom extract powders with gluten free whole grains and unrefined sweetness from dates.
I thank you for your patience and trust. I am confident in assuring you that Himalaya is bound to enter its best phase of
existence.
Sd/-
Man Mohan Malik
Chairman
NOTICE is hereby given that the 30th Annual General Meeting of the members of the Company will be held on Thursday,
the 30th Day of September 2021, at 9:30 AM through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) to
transact the following business: -
Ordinary Business:
1. To receive, consider and adopt the Standalone a nd C onso li da ted Audited Financial Statements of the Company
for the year ended 31st March 2021 and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a director in place of Mrs. Sangita Malik (DIN: 02428506), who retires by rotation in terms of Section 152(6)
of the Companies Act, 2013 and being eligible, offers herself for re-appointment.
Special Business:
3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Regulation 17 (1A) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, approval of the members be and is hereby accorded for
continuation of directorship of Mr. Surendra Kumar Kaushik (DIN: 05286196) who has been a Non- Executive
Independent Director of the Company since January 22, 2018, to continue to act as a Director of the Company in the
category of Non-Executive Independent Director beyond 75 years of age after January 28, 2022.”
4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special
Resolution for transfer of assets under 100% EOU of the Company to another wholly owned subsidiary of the
Company for French Fries to create additional revenue
“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and all other applicable provisions of the
Companies Act, 2013 (the “Act”) and rules made thereunder (including any statutory modification thereof for the time
being in force and as may be enacted from time to time), the Memorandum and Articles of Association of the Company,
the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and subject to the approval of the Lenders and all such approvals, consents, sanctions and
permissions, as may be necessary from Delhi High Court, consent of the members of the Company be and is hereby
accorded to the Board of Directors (hereinafter referred to as the “Board”, which term shall include any Committee
constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by
this Resolution), of the Company (hereinafter referred to as the “Seller”), to sell, dispose, hive-off and/or transfer
“Seven Acre bounded Land under the 100% EOU”, including the all appurtenances thereto together with all machinery,
assets, interests, privileges, titles, resources, debts, liabilities, encumbrances/mortgages and obligations of every nature
related thereto (hereinafter referred to as ‘100% EOU undertakings’) on a going concern basis by way of a slump sale
(as defined in Section 2(42C) of the Income Tax Act, 1961) for a consideration of Rs. 1500 Lakh/- (Rupees Fifteen
Hundred lacs only) to Appetizers and Snacks Foods Limited (hereinafter referred to as the “Buyer”), a wholly owned
subsidiary of the Company and with powers to the Board to agree to and accept such terms and conditions as may be
stipulated by the lenders or any other authorities while according their consent or otherwise, as the Board of the
Company may deem fit and appropriate in the interest of the Company;
“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board of Directors of the
Company or a duly authorized Committee thereof, be and is hereby authorized to take such actions and to give all such
directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the
sale/transfer of the aforementioned ‘100% EOU Undertaking’ and to do all such acts, deeds, matters and things and to
execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection therewith.”
To consider and if thought fit to pass with or without modification (s) the following resolution as a Special
Resolution:
“RESOLVED FURTHER THAT The “Relevant Date” pursuant to Regulation 161 of the SEBI (ICDR) Regulations in relation
to the above mentioned Preferential Issue of Equity Shares, is 31st August 2021, is a date 30 days prior to the date of
Annual General Meeting.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to decide and approve other terms and conditions
of the issue of the equity shares and shall also be entitled to vary, modify or alter any of the terms and conditions, as it
may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations.
“RESOLVED FURTHER THAT the Board be and is hereby authorised to accept the terms, conditions, modifications and
stipulations as the GOI, SEBI or Stock Exchanges or any other regulatory authority may stipulate while granting approval
to the Company for issue of the equity shares as aforesaid.”
“RESOLVED FURTHER THAT the Board is hereby authorised to take necessary steps for listing of the equity shares
allotted on the Stock Exchanges, where the Company’s shares are listed, as per the terms and conditions of the Listing
Agreement, and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such
listing.”
“RESOLVED FURTHER THAT the Equity Shares so issued shall upon allotment have the same rights of voting as the
existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company
and that the equity shares so allotted during the financial year shall be entitled to the dividend, if any, declared including
other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years.”
“RESOLVED FURTHER THAT the Board, be and is hereby, authorized in its entire discretion to decide and proceed with
the issue of the equity shares, including the size and relative component of the same, and for the purpose of giving effect
to this issue of equity shares, to issue proposed Preferential offer letter to the proposed allottees and take such steps and
to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient,
usual, proper, incidental or desirable and to settle any question, difficulties or doubts that may arise in this regard and in
regard to the issue, allotment of the equity shares and utilization of the issue proceeds, to prescribe the forms of
applications, enter and execute all such deeds, documents, agreements or other instruments, and to take such
actions/directions as they may consider as being necessary or desirable and to obtain any approval, permissions,
sanctions which may be necessary or desirable as they may deem fit, without being required to seek any further consent
or approval of the shareholders.”
6. Issue of Warrants, Convertible into Equity Shares to Promoters of the Company on Preferential Basis:
To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and
Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”), Securities & Exchange
Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”),
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (the “Listing Regulations”) and any other applicable laws, rules and regulations, circulars, notifications,
clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“SEBI”) and the
stock exchanges where the shares of the Company are listed (“Stock Exchanges”), or any other authority / body and
enabling provisions in the Memorandum and Articles of Association of the Company, and subject to necessary approvals,
sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and
subject to such conditions and modifications as may be prescribed by any of them while granting such approvals /
sanctions / permissions and / or consents, if any, and which may be agreed by the board of directors of the Company
(hereinafter referred to as “Board” which term shall be deemed to include any committee(s), which the Board has
constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution),
consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from
time to time, in one or more tranches, upto 18,46,154 (Eighteen Lacs Forty Sixty Thousand One Hundred Fifty Four)
Equity warrants (“Warrants”) at a price of Rs. 16.25/- per warrant with a right to the warrant holders to apply for and be
allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the Company (“Equity Shares”) at a premium of Rs.
6.25/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants,
aggregating up to Rs. 3,00,00,002/- (Rupees Three Crores and Two only) to Doon Valley Foods Pvt Ltd, Promoter of the
Company (“proposed allottee”) in lieu of overdues as on 31st March 2021 & duly verified & certified by the statutory
Auditors provided that the minimum price of warrants convertible to equity shares so issued shall not be less than the
price arrived at, in accordance with Chapter V of the SEBI (ICDR) Regulations for preferential issue on such terms and
conditions, as are stipulated in the explanatory statement attached and as Board may deemed fit in its absolute
discretion.”in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI
Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute
discretion think fit and without requiring any further approval or consent from the Members.””
“RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the
“Relevant Date” for the purpose of calculating the floor price for the issue of equity shares be and is hereby fixed as
Tuesday, August 31, 2021 being the weekday 30 days prior to the date of Annual General Meeting i.e. Thursday,
September 30, 2021.”
“RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to
the following terms and conditions:
(i) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws,
be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date
of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed
to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face
value of Rs. 10/- each to the Warrant holders.
(iii) In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the
date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on
such Warrants shall stand forfeited by Company.
(iv) The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be
subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.
(v) Apart from the said right of adjustment mentioned in (iv) above, the Warrants by themselves, until exercise of the
conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of
shareholder(s) of the Company.
(vi) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the
Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing
Regulations and all other applicable laws, rules and regulations.
(vii) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the
provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu in all respects
including dividend, with the then existing Equity Shares of the Company.
(viii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed
under the SEBI (ICDR) Regulations from time to time.
“RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it
may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without
limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue
and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any
modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the
Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements,
agreements, memoranda, documents to give effect to the resolutions above (including for appointment of agencies,
consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares
issued on exercise of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval,
filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central
Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking
approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants
and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit
of such Warrants / Shares to the respective dematerialized securities account of the proposed allottees, and to delegate
all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or
officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to
give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties,
disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of
proceeds thereof, and take all steps and decisions in this regard.”
1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and
pursuant to the General Circular No. 20/2020 dated May 05, 2020 read with General Circular No. 14/2020
dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January
13, 2021 issued by the Ministry of Corporate Affairs (‘MCA Circulars’) and Circular No. SEBI/HO/CFD/
CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated
15th January 2021 issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance
with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), physical attendance of the Members to the AGM venue is not permitted and AGM
be convened through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can
attend and participate in the ensuing AGM through VC only.
2. In accordance with the said circulars of MCA, SEBI and applicable provisions of the Companies Act, 2013 (Act)
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the 30th
AGM of the Company is being conducted through VC. Central Depository Services (India) Limited (CDSL) will
be providing facility for voting through remote e-voting, for participation in the AGM through VC and e-voting
during the AGM. The procedure for voting through remote e-voting, e-voting during AGM and participating in
AGM through VC is explained at Notes below and is also available on the website of the Company at
www.himalayafoodcompany.com.
3. The deemed venue for the 30th AGM shall be the Registered Office of the Company.
4. Statement pursuant to Section 102 of the Companies Act 2013 (Act), setting out the material facts concerning special
businesses set out above is enclosed along with the details under Regulations 36(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause 1.2.5 of the Secretarial
Standard -2] in respect of directors proposed to be appointed / re-appointed at the Annual General Meeting is
annexed hereto.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for
the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies
Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate
can attend the AGM through VC/OAVM and cast their votes through e- voting. Hence the Proxy Form and Attendance
Slip are not annexed to this Notice.
6. Pursuant to the provisions of Section 91 of the Companies Act 2013, the register of members and share transfer books
of the Company will remain closed from Friday, September 24, 2021 to Thursday, September 30, 2021 (both days
inclusive).
7. Corporate members may refer to “Note for Non – Individual Shareholders and Custodians” appearing at the end of this
notice and follow the instructions mentioned for voting and participation at the AGM.
8. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the
Act, the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act shall be
electronically available for inspection by the Members during the AGM upon login at CDSL e-voting system at
www.evotingindia.com.
In accordance with, the above referred circulars, owing to the difficulties involved in dispatching of physical copies of
the Annual Report comprising Financial Statements, Board’s Report, Auditor’s Reports and other documents required
to be attached therewith, the Annual Report for 2020- 21 and the Notice of this AGM are being sent only through
electronic mode to those Members whose e-mail addresses are registered with the Company or the Depository
Participant(s).
10. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of the names will be
entitled to vote.
11. The attendance of the Members attending the 30th AGM through VC/OAVM will be counted for the purpose of
ascertaining the quorum under Section 103 of the Companies Act, 2013.
13. Members whose e-mail address are not registered are requested to register their e-mail address for receipt of Notice
of 30th AGM, Annual Report and login details for joining the 30th AGM through VC facility including e-voting, by
providing Name, folio number/ DPID & Client ID (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), client
master or copy of consolidated Account statement (in case of demat holding) or copy of share certificate (in case of
physical holding), self-attested scanned copy of Aadhar Card or any other document as proof of address to Company:
[email protected] or to/RTA at: [email protected].
14. The Notice of AGM and Annual Report for the financial year 2020-21, is available on the website of the Company at
www.himalayafoodcompany.com and also on the websites of the Stock Exchanges: at www.bseindia.com. Notice of
AGM is also available on the website of CDSL at www.evotingindia.com.
15. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed entities can be transferred only in
dematerialized form with effect from April 1, 2019, except in case of transmission or transposition of securities. In
view of this, members holding shares in physical form are requested to consider converting their holdings to
dematerialized form. Members can contact BEETAL Financial & Computer Services Pvt Ltd., Registrar and Share
Transfer Agents of the Company (“BEETAL”) or the Company for any assistance in this regard.
16. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address,
telephone/mobile numbers, Permanent Account Number, mandates, nominations, power of attorney, bank details viz.,
name of the bank, branch details, bank account number, MICR Code, IFSC Code etc., to their Depository Participants
(“DPs”) in case the shares are held in electronic form and BEETAL in case the shares are held in physical form.
17. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company has provided a facility to
its members to cast their vote electronically, through the e-voting services provided by Central Depository Services
(India) Limited (“CDSL”) on all the resolutions set forth in this Notice. Members who have cast their votes by remote e-
voting prior to the AGM may also participate in the AGM through VC but shall not be entitled to cast their vote on such
resolutions again. The manner and process of e-voting remotely by members is provided in the instructions for e-
voting which forms part of this Notice.
18. Any person who becomes a member of the Company after sending the Notice and holding shares as on the cut-off date
may obtain the login ID and password by sending a request at [email protected]. However, if a member
is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for
casting the vote.
19. The Board of Directors has appointed Mr. Rahul Sharma (ACS No. 49967, CP No. 18610), Company Secretary in
Practice as the Scrutinizer to scrutinize the remote e-voting process and voting during the AGM, in a fair and
transparent manner.
20. The Scrutinizer shall immediately, after the conclusion of e-voting at the AGM, first count the votes cast during the
AGM, thereafter, unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the
AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person
authorized by him in writing, who shall countersign the same.
21. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company
www.himalayafoodcompany.com and on the website of CDSL www.evotingindia.com immediately. The results will
also be communicated to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company
are listed.
22. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This
will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM/AGM without restriction on account of first come first served basis.
i) The remote e-voting period will commence on Monday, September 27, 2021 (IST 09:00 a.m.) and will end on
Wednesday, September 29, 2021 (IST 05:00 p.m.). During this period, members of the Company, holding shares either
in physical form or in dematerialized form, as on the cutoff date i.e., Thursday, September 23, 2021, may cast their
vote by remote e-voting electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The
voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as
on the cut-off date i.e., Thursday, September 23, 2021.
ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility
provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through
their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update
their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode is given below:
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing
Shareholders holding user id and password. Option will be made available to reach e-Voting page without
securities in Demat any further authentication. The URL for users to login to Easi / Easiest are
mode with CDSL https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click
on Login icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the e-voting is in progress as per the information provided
by company. On clicking the e-voting option, the user will be able to see e-Voting page
of the e-Voting service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting. Additionally, there is
also links provided to access the system of all e-Voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service
providers’ website directly.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page
or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting
option where the e-voting is in progress and also able to directly access the system of
all e-Voting Service Providers.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service provider name and you will
be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
(holding securities in After Successful login, you will be able to see e-Voting option. Once you click on e-Voting
demat mode) login option, you will be redirected to NSDL/CDSL Depository site after successful
through their Depository authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
Participants service provider name and you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL
iv) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than
individual holding in Demat form.
For Physical shareholders and other than individual shareholders holding shares in Demat
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Bank Details demat account or in the company records in order to login.
OR Date of If both the details are not recorded with the depository or company, please enter the member
Birth (DOB) id / folio number in the Dividend Bank details field as mentioned in instruction (3).
vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by
the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that
company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any
other person and take utmost care to keep your password confidential.
vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
viii) Click on the EVSN of the Company for which you wish to vote.
ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO
implies that you dissent to the Resolution.
x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your
vote.
xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
xv) Facility for Non – Individual Shareholders and Custodians –For Remote Voting
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on
to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
The list of accounts linked in the login should be mailed to [email protected] and on approval
of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority
letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to
vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they
have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify
the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING
MEETING ARE AS UNDER:
1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above
for e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after
successful login as per the instructions mentioned above for e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not
be eligible to vote at the AGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a
speaker by sending their request in advance atleast 3 (three) days prior to meeting mentioning their name, demat
account number/folio number, email id, mobile number at [email protected]. The shareholders who do
not wish to speak during the AGM but have queries may send their queries in advance 3 (three) days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at
[email protected]. These queries will be replied to by the company suitably by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-
Voting system available during the AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders
have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be
considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the
meeting.
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned
copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant
(DP)
3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write
an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr.
Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to
[email protected] or call on 022-23058542/43.
Sd/-
Man Mohan Malik
Managing Director
ITEM No. 3
Mr. Surendra Kumar Kaushik, 74 years, is Non-Executive Independent Director of the Company and is not liable to
retire by rotation.
Mr. Kaushik, have very rich experience of more than 37 years in the Banking field. He retired as Chief GAD at Head
Office PNB, New Delhi, and thereafter has been a Non-Executive Director of the Company. Mr. Kaushik was also have
years of experience in the field of inspection of various industrial units as Chief Inspector General Administration.
Mr. Kaushik would be attaining the age of 75 years on 28 January, 2022. In view of Regulation 17(1A) of the SEBI
(Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, for the continuation of Mr.
Kaushik as a Non-Executive non-Independent Director beyond 28 January, 2022, consent of the Members would be
required by way of a Special Resolution. It is in the interest of the Company to continue to avail his valuable
expertise.
The Board recommends the resolution for the approval of the Members.
Except Mr. Surendra Kumar Kaushik, none of the Directors and Key Managerial Personnel of the Company and /or
their relatives is deemed to be concerned or interested (financially or otherwise) in the resolution.
ITEM No. 4
The Board of Directors of the Company, in its meeting held on 14 th August 2021, approve the transfer “Seven Acre
bounded Land under the 100% EOU”, including the all appurtenances thereto together with all machinery and
assets, of the Company to wholly owned subsidiary of the Company for French Fries to create additional revenue
after seeking due approvals from Government & Judicial authorities.
The project could not be completed due to adverse financial situations since last seven years due to JV failure.
Company has already sought extension of period from GOI to complete the project and proposes to complete after
meeting its OTS and other legal obligations. Board discussed in details and it was estimated that completion of this
project will involve additional Capex of around Rs 30 Crores to complete this line. On completion this line could have
potential to process 100,000 Tons Potatoes per year and could have major effect on top & bottom line of the
Company. Thus proposed that Himalaya Food International Limited, transfer land and assets under 100% EOU to its
100% owned subsidiary ‘Appetizers and Snacks Foods Limited’.
The transfer of 100% EOU to wholly owned subsidiary is also necessary for meeting separate regulations for
existing units in production under DTA (Domestic Tariff Area) and for 100% EOU.
Consent of the members of the Company is being sought, as an enabling authorisation, to authorize the Board of
Directors of the Company, to effect the transfer of land and assets under 100% EOU of the Company to another
wholly owned subsidiary of the Company, in the manner as set out at item no. 4 of this notice. The Board
recommends the Resolution at Item No. 4 of the accompanying Notice, for the approval of the members of the
Company by way of a Special Resolution.
None of the Directors or Key Managerial Persons of the Company or their relatives is in any way concerned or
interested, financially or otherwise, except to the extent of equity shares held by them in the Company, in the
resolution set out at Item No. 4 of this Notice. None of the Directors or KMP hold more than 2% equity capital in the
Company, except Mr. ManMohan Malik founder-promoter and Mr. Sanjiv Kumar Kakkar co-founder-promoter of
Himalaya Group, who alongwith the group entities, collectively hold more than 2% equity capital in the Company.
The Board explored various options to liquidate debt especially to overdue creditors & unsecured lenders and
proposed to issue shares / warrants against the overdue credit amounts of certain Vendors & unsecured lenders by
way of issue of Equity shares and warrants convertible into equity shares on preferential basis, for the purpose as
detailed below.
The board of directors of the Company (“Board”) in their meeting held on Saturday, May 07, 2021 subject to
necessary approval(s), have approved the proposal for converting overdues of some creditors & unsecured
lenders by way of issue of 46,64,621 (Forty Six Lacs Sixty Forty Thousand Six Hundred Twenty One) Equity shares
having face value of Rs. 10/- each at a price of Rs. 16.25/- per share at a premium of Rs. 6.25/- per share aggregating
to Rs. 7,58,00,091/- (Rupees Seven Crore Fifty Eight Lacs Ninety One only) and upto 18,46,154 (Eighteen Lacs Forty
Sixty Thousand One Hundred Fifty Four) Equity warrants (“Warrants”) at a price of Rs. 16.25/- per warrant with a
right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the
Company (“Equity Shares”) at a premium of Rs. 6.25/- per share for each Warrant within a period of 18 (Eighteen)
months from the date of allotment of the Warrants, aggregating up to Rs. 3,00,00,002/- (Rupees Three Crores and
Two only) to Doon Valley Foods Pvt Ltd, Promoter of the Company (“proposed allottee”) in such form and manner
and in accordance with the provisions of SEBI (ICDR) Regulations.
In terms of Section 62(1)(c) read with section 42 of the Companies Act, 2013 and Rules made thereunder (the ‘Act’),
and in accordance with the provisions of Chapter V “Preferential Issue” of the SEBI (ICDR) Regulations as amended,
and on the terms and conditions and formalities as stipulated in the Act and the SEBI (ICDR) Regulations, the
Preferential Issue requires approval of the Members by way of a special resolution. The Board therefore, seeks
approval of the Members as set out in the notice, by way of a special resolution.
The following disclosures for the issue of equity shares and warrants on preferential basis are made in accordance
with the provisions of Section 62 and The Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI
(ICDR) Regulations:
1. The objects of the preferential issue: The Company shall reduce the debt and eliminate pressure for payments by
the long overdue operational creditors & unsecured lenders for smooth operations and shall be focussed to clear
OTS payment to secured lenders and to legal dues.
2. The total number of shares or other securities to be issued:
46,64,621 (Forty Six Lacs Sixty Forty Thousand Six Hundred Twenty One) Equity shares having face value of Rs.
10/- each at a price of Rs. 16.25/- per share at a premium of Rs. 6.25/- per share aggregating to 7,58,00,091/-
(Rupees Seven Crore Fifty Eight Lacs Ninety One only) and upto 18,46,154 (Eighteen Lacs Forty Sixty Thousand
One Hundred Fifty Four) Equity warrants (“Warrants”) at a price of Rs. 16.25/- per warrant with a right to the
warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the Company
(“Equity Shares”) at a premium of Rs. 6.25/- per share for each Warrant aggregating up to Rs. 3,00,00,002/-
(Rupees Three Crores and Two only).
3. The price or price band at which the allotment is proposed:
The issue price is Rs. 16.25/- per share and Equity warrants provided that the minimum price of equity shares so
issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI (ICDR) Regulations.
4. Basis on which price has been arrived:
The equity shares of Company are listed on Stock Exchange viz. BSE Limited and National Stock Exchange of India
Limited and are frequently traded in accordance with the SEBI (ICDR) Regulations.
In terms of the applicable provisions of SEBI (ICDR) Regulations the price at which equity shares shall be allotted
shall not be less than higher of the following:
(a) Average of the weekly high and low of the volume weighted average price of the equity shares of the Company
quoted on the Stock Exchange, during the Twenty Six (26) weeks preceding the Relevant Date; or
The higher minimum issue price arrived at after calculating in the aforesaid manner has been considered as
minimum issue price for the issue of Equity Shares and warrants.
5. The relevant date on the basis of which price has been arrived at:
The Relevant Date is 31st August 2021 i.e. 30 days prior to the date of Annual General Meeting.
6. Number of persons to whom allotment on preferential basis have already been made during the year, in
terms of number of securities as well as price:
No allotment(s) has been made on a preferential basis from the beginning of the year to the date of issue of this
notice.
7. Identity of the Proposed Allottees, Percentage of post-issue capital in the issuer consequent to the
preferential allotment:
8. Intention of promoters / directors / key managerial personnel to subscribe to the Preferential Allotment:
Mr. Man Mohan Malik and M/s Doon Valley Foods Pvt. Ltd., Promoter, is intending to participate/subscribe to the
proposed issue and no other directors or key managerial personnel of the Company are subscribing to this offer.
9. Proposed time limit within which the allotment shall be complete:
Under Regulation 170 of the SEBI (ICDR) Regulations, Preferential Allotment of the Equity Shares is required to be
completed within a period of 15 (fifteen) days from the date of passing of the special resolution of the shareholders
of the Company or within the statutory time limits prescribed by the regulatory authorities subject to all the
necessary approvals being in place. If any approval or permissions by any regulatory or statutory authority or the
Central Government for allotment is pending, the period of 15 (fifteen) days shall commence from the date of such
approval or permission being obtained.
10. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted
and/ or who ultimately control the proposed allottees, the percentage of post preferential issue capital that
may be held by them
Name & address of Category PAN No. Identity of ultimate beneficial owners
proposed Allottees
Pramod Kumar Agarawal Public BVYPK5215M Mr. Pramod Agarawal
Kanha Bio Fuel & Minerals Public AAMHP0141D Mr. Pramod Kumar Agarawal
11. Change in control, if any in the Company that would occur consequent to the preferential offer:
There shall be no change in the management or control of the Company pursuant to the aforesaid issue and
allotment of Equity Shares & Equity Warrants and including the conversion thereof into Equity Shares of the
Company.
12. Lock-In Period:
The Equity Shares issued and Equity Shares being allotted pursuant to exercise of such warrants shall be subject to
a Lock-in for such period as specified under Regulation 167 of the SEBI (ICDR) Regulations.
Post Issue Capital After Issue Of Post Issue Capital After Issue
Pre Issue Capital
Equity Shares Of Warrants
Sr. No. of
Category % No. of shares held % No. of shares held %
No. shares held
A. Promoters holding
1 Promoters
- Indian
2,43,77,707 42.12 2,72,70,016 43.61 2,91,16,170 45.22
Promoters
- Foreign
48,68,778 8.42 48,68,778 7.79 48,68,778 7.56
Promoters
Persons
2 acting in 0 0 0 0 0 0
concert
Sub – Total 2,92,46,485 50.54 3,21,38,794 51.4 3,39,84,948 52.78
B. Non-Promoters Holding
Instituti
onal
3 - - - - -
Investor
s -
Mutual
a. Funds 0 0.00 - 0.00 0.00
and UTI 0
Banks,
Financial
Institutio
ns,
Insuranc
e
Compani
es
b. (Central 0 0 0 0 0 0
/State
Gov.
Institutio
ns/ Non-
Governm
ent
Institutio
ns)
c. FIIs 0 0 - 0 0 0
Sub – Total 0 0 0 0 0 0
4 Others
Private
a. Corporat 30,80,590 5.32 30,80,590 4.92 3080590 4.78
e Bodies
Indian
b. 2,32,65,147 40.21 2,50,37,459 40.04 2,50,37,459 38.88
Public
c. NRIs/OC 7,99,751 1.38 7,99,751 1.27 799751 1.24
The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its
Members and therefore recommends the Special Resolutions as set out Item No. 5 & 6 in the accompanying notice
for your approval.
None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives, other than
Mr. Man Mohan Malik, Chairman & Managing Director are concerned or interested financially or otherwise, either
directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as
shareholders of the Company.
Additional information on directors recommended for re-appointment in the forthcoming Annual General Meeting in
pursuance of Regulation 26 (4) and 36 (3) of the SEBI (Listing Obligations and Disclosure requirements) Regulations,
2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India as under:
Name of the Director Mrs. Sangita Malik Mr. Surendra Kumar Kaushik
Terms and Conditions of Executive Director, liable to retire by Non-Executive Independent Director, not
appointment/reappointment rotation. liable to retire by rotation.
20 years of experience in the field of food Mr. Kaushik, have very rich experience
Experience & Expertise R&D and has overseen process & quality of more than 37 years in the Banking
aspects of Himalaya Food International field. He retired as Chief GAD at Head
Ltd. from last 2 decades. Office PNB, New Delhi, and thereafter
She has attended several Culinary Art & has been a Non-Executive Director of
Food Safety courses. the Company. Mr. Kaushik was also
have years of experience in the field of
inspection of various industrial units as
Chief Inspector General Administration.
Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Financial
Statement for the year ended 31st March, 2021.
1. GENERAL INFORMATION
The Company was incorporated on 30/01/1992. The Company is engaged in the business of Growing of different
type of mushrooms (agriculture Activity) and manufacturing & export of nutrition dense immunity boosting
Mushroom based products, Cheese, Sweets and Appetizers. Company utilized its Covid lockdown period to develop
high valued medicinal Mushrooms like Reishi. We are pursuing to establish Franchisee business spanning three
modules as Distribution Hubs, Exclusive Stores & Quick Service food Vans.
2. FINANCIAL RESULTS
The Company’s financial performance for the year along with previous year’s figures is given hereunder:
(Rs. in Lacs)
Particulars Financial Year ended Financial Year ended
31.03.2021 31.03.2020
During the year under review, the total income from operation of your Company was Rs. 5636 Lacs as compared to
Rs. 7876 Lacs in the previous year. The net profit of the company for the current financial year is of Rs. 252 Lacs as
compared to profit 992 Lacs in the previous year. The Company tries to extend the business of the Company and
make efforts to achieve a good turnover in future.
4. DIVIDEND
With the view to conserve the resources of company the directors are not recommending any dividend for the
financial year 2020-21.
During the month of March 2020, the Coronavirus Disease (Covid-19) pandemic developed rapidly into a global
crisis, forcing the Indian government to enforce a stringent lockdown of all economic and social activities. Our
manufacturing facilities had to also be shut down for a few weeks. After receiving the permission from the District
Magistrate, to partially run the plants, both plants were sanitized, disinfected and all necessary arrangements were
made for maintaining social distancing while commuting and at the work place. The Company has adopted work
from home policies for its employees as required during the year at its registered office, head office and other offices.
Health and safety of our employees is of utmost important, hence all required precautionary measures were taken at
the work place.
6. TRANSFER TO RESERVE
The Company was not required to transfer any amount to Investor Education and Protection Fund as there was no
amount due for transfer under Section 125(2) of the Companies Act, 2013.
Mrs. Sangita Malik (DIN: 02428506), Whole Time Director of the Company shall be retire by rotation at the
ensuing Annual General Meeting and being eligible, offers themselves for re appointment. Your Directors
have recommended his re-appointment. Brief profile of Mrs. Sangita Malik is given in the Annexure –A of AGM
Notice.
Mr. Ashish Sachdeva was resigned from the post of Non- Executive & Independent Director w.e.f.
30/09/2020.
Mr. Shamsher Ali was appointed as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) w.e.f.
30/06/2020.
The Company had 6 Board meetings during the financial year under review.
The Audit Committee during the year consisted of 4 members. Mr. Ashish Sachdeva and Mrs. Sangita Malik were
resigned with effect from 01/10/2020. More details on the committee are given in Corporate Governance Report.
The Nomination and Remuneration Committee during the year consist of 3 members. Mr. Ashish Sachdeva was
resigned with effect from 01/10/2020. More details on the committee are given in Corporate Governance Report.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:
A. CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption. 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.
13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act,
2013 during the year and hence the said provision is not applicable.
The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under the proviso
thereto have been disclosed in Form No. AOC -2, annexed.
a. STATUTORY AUDITORS:
M/s Sharma Kumar & Associates, Chartered Accountants (ICAI Firm Registration Number 030842N), were appointed
as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 29th Annual
General Meeting ("AGM") held on 30th September, 2020 until the conclusion of the 34th AGM of the Company to be
held in the year 2025.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending Section 139 of
the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at
every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s Sharma
Kumar & Associates, Chartered Accountants, at the forthcoming AGM.
b. AUDITORS REPORT:
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in
their Audit Report that may call for any explanation under section 134(3) (f) of the Companies Act, 2013 from the
Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.
c. 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 Company with the approval of its Board, appointed M/s
Tapasya Gupta & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the
Company for the financial year ended March 31, 2021. The Secretarial Audit Report is annexed herewith as Annexure.
d. INTERNAL AUDITORS
The Board has appointed Grownumero Advisors Pvt. Ltd., Chartered Accountants Faridabad as Internal Auditors
for a period of one year under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per
the scope defined by the Audit Committee.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is furnished in Form MGT-9 is attached to this Report.(Annexure-1).
Copy of Annual Return can be found on our Website: www.himalayafoodcompany.com
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on representations received from the
Operating Management, and after due enquiry, confirm that:
(a) in the preparation of Annual Accounts for the financial year ended 31st March, 2021, the applicable accounting
standards have been followed;
(b) in the selection of accounting policies, consulted the Statutory Auditors 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 as at 31st March, 2021 and of the profit of the Company for the year ended on that date;
(c) 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 irregularities;;
(d) the Annual Accounts have been prepared on a going concern basis;
(e) adequate Internal Financial Controls to be followed by the Company have been laid down and such Internal
Financial Controls were operating effectively during the Financial Year ended 31st March, 2021;
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such
systems were adequate and operating effectively throughout the Financial Year ended 31st March, 2021.
The Company has two Subsidiaries Himalya Green Apartments Ltd. and Appetizer and Snacks Foods Ltd. Also have one
Joint Venture with Himalya Simplot Pvt Ltd.
19. DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with
the Companies (Acceptance of Deposits) Rules, 2014.
The performance evaluation of the individual Directors including chairman of Board was done in accordance with
the provision of the Company Act, 2013.
The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed,
the detail of which is placed on the website of the company. The Board has also formulated the whistle blower policy;
same has been uploaded on the website of the company
https://cdn.shopify.com/s/files/1/2290/3477/files/Vigil_Mechanism_cum_Whistle-Blower-Policy.pdf
As per Section 135 of the Companies Act, 2013, CSR applied on our Company since last year because the net profit of
the financial year 2019-20 is 9.92 crore (more than five crore) but the amount to be spent by a company on CSR
activities is in negative because Company have net loss of Rs. 6954 Lakhs in FY 2018-19 and Rs. 84.64 Lakhs in FY
2017-18. Therefore no amount spent on CSR activates.
The Companies (Amendment) Act has also inserted a new Sub-section 9 in Section 135 of the Companies Act, which
provides that where the amount to be spent by a company on CSR activities is less than Rs. 5 million, the requirement
with respect to constitution of a CSR committee will not apply and the functions of the CSR committee in such cases
will be discharged by the company's board of directors. So the requirement with respect to constitution of a CSR
committee was not applied and the functions of the CSR committee discharged by the company's board of directors.
The net profit of the financial year 2020-21 is 2.52 crore (less than five crore) therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company this year. Therefore, Company is not liable to
contribute towards Corporate Social Responsibility.
None of the employees of the company was in receipt of the remuneration exceeding the Appointment and
Remuneration of Managerial Personnel of the Companies Act, 2013 limits prescribed u/s 197 (12) read with rule 5,
sub-rule 2 of The Companies during the year under review.
The Company does not have any material information to report in accordance to Rule 5, of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company has 57872884 Equity Shares of Rs. 10 each amounting to Rs. 578728840, during the year under
review; the Company has not issued any shares or any convertible instruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one
vote per share with same rights.
During the Year 2020-21, the company has not made any issue of equity shares with differential voting rights, Sweat
Equity Shares and employee stock option.
The Company has proper place and adequate internal control systems commensurate with the nature of its business,
and size and complexity of its operations. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic
goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired
economically, used efficiently and adequately protected.
The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches
them with the books of account. Explanations are sought for any variance noticed from the respective functional
heads.
26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the Listing Regulations, the Company has
in place a robust risk management framework which identifies and evaluates business risks and opportunities. The
Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders
and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is
aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk
management is embedded in our critical business activities, functions and processes. It also provides control
measures for risk and future action plans. The policy may be accessed under the ‘Policies and Procedures’ section on
the website of the Company at the web link
Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this report.
28. GENERAL INFORMATION PURSUANT TO SECTION 134 (3) (q) READ WITH RULE 8 (5) OF COMPANIES
(ACCOUNTS) RULES, 2014
Your Directors state that except as stated above no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year:
The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set
out separately together with the Certificate from the Auditors of the Company regarding compliance with the
requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
30. NUMBER OF CASES FILED (IF ANY), AND THEIR DISPOSAL U/S 22 OF THE SEXUAL
HARASSMENTOFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards any action on the part of any of its official, which may fall under the ambit
of ‘Sexual Harassment’ at workplace, and is fully committed to uphold and maintain the dignity of every women
employee of the Company. The Company’s Sexual Harassment Policy provides for protection against sexual
harassment of Women at workplace and for Prevention and redressal of such complaints. During the financial year
no case of Sexual Harassment were reported.
The provisions of section 148 (1) of the Companies Act, 2013 for maintenance of cost records is not applicable to the
Company.
32. ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks,
Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
Sd/-
MAN MOHAN MALIK
Date: 14.08.2021 Chairman cum Managing Director
Place: : Poanta Sahib DIN: 00696077
CIN L70102DL1992PLC047399
Registration Date 30/01/1992
Name of the Company HIMALAYA FOOD INTERNATIONAL LIMITED
Category/Sub-Category of the Company Company Limited by Shares/ Indian Non-Govt.
Company
Address of the Registered office and contact 118, 1st Floor, 12 Gagandeep Building, Rajendra
details Place, New Delhi-110008
Phone No. 0170-4223494
Email ID: [email protected]
Whether Listed Company Yes /No Yes
Name, Address and Contact details of Registrarand Beetal Financial & Computer Services Pvt. Ltd,
Transfer Agent, if any Beetal House, 3rd Floor, 99, Madangir, Behind LSC,
New Delhi - 110062
Ph. 011-29961281
E-mail: [email protected]
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Category of No. of Shares held at the beginning of No. of Shares held at the end of the %
Shareholder the year 01/04/2020 year 31/03/2021 Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares Shares year
A. Promoters
(1) Indian
a) Individual/ HUF 19165532 - 19165532 33.12 19165532 - 19165532 33.12 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - -
d) Bodies Corp. 5115975 - 5115975 8.84 4930432 - 5212175 9.01 0.17
e) Banks / FI - - - - -
f) Any other - - - - -
24281507 24281507 41.96 24377707 - 24377707 42.13 0.17
TOTAL A1
(2) Foreign
a) NRI -Individual - - - - -
b) Other-Individual - - - - -
c) Bodies Corp. 4868778 - 4868778 8.41 4868778 - 4868778 8.41 -
d) Banks / FI -
e) Any Others -
TOTAL A2 4868778 - 4868778 8.41 4868778 - 4868778 8.41 -
Total shareholding
29150285 - 29150285 50.37 29246485 - 29246485 50.54 0.17
of Promoter (A1) &
(A2)
B. Public
Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI 1500 - 1500 0.00 - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign Venture - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 1500 - 1500 0.00 - - - - -
2. Non-Institutions
a) Bodies Corp. - - - - - - - -
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual
shareholders
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total 55390252 2482632 57872884 100 55393052 2479832 57872884 100 -
(A+B+C)
Sr. Shareholder’s Shareholding at the beginning of Shareholding at the end of the year %
No. Name the year chang
e in
No. of % of total %of Shares No. of % of total %of shareh
Shares Shares of Pledged / Shares Shares of Shares olding
the encumbere the Pledged / during
company d to total company encumber the
shares ed to total year
shares
1 Anita Kakkar 1871193 3.23 3.23 1871193 3.23 3.23 0
2 Arjun Malik 4915713 8.49 0.00 4915713 8.49 0.00 0
3 Jyoti Malik 1492700 2.58 0.00 1492700 2.58 0.00 0
4 Man Mohan Malik 954915 1.65 1.65 954915 1.65 1.65 0
5 M M Malik (HUF) 240000 0.41 0.41 240000 0.41 0.41 0
6 Purnima Malik 2317300 4.00 0.00 2317300 4.00 0.00 0
7 Ananditta Kakkar 1580000 2.73 0.00 1580000 2.73 0.00 0
8 Sangita Malik 1144900 1.98 1.98 1144900 1.98 1.98 0
9 Sanjiv Kakkar 3016500 5.21 0.17 3016500 5.21 0.17 0
10 Sidarth Kakkar 1632311 2.82 0.00 1632311 2.82 0.00 0
1. Doon Valley
Foods (p) Ltd 2397500 4.14 2493700 4.31 96200 0.17
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDR
sand ADRs):
SN For each of the Top10 Shareholding at the beginning of the Cumulative Shareholding during
shareholders year the year
No. of shares % of total No. of shares % of total
shares shares
1 BENNETT, COLEMAN
AND COMPANY
LIMITED
At the beginning of the 2380590 4.11% 0.00%
year
Changes during the - 0.00% - 0.00%
year
At the end of the year 0.00% 2380590 4.11%
2 MUSHROOM
ASSOCIATES
At the beginning of the 700000 1.21% 0.00%
year
Changes during the - 0.00% - 0.00%
year
At the end of the year 0.00% 700000 1.21%
3 GIRDHARI P ROHIRA
At the beginning of the 480000 0.83% 0.00%
year
Changes during the - 0.00% - 0.00%
year
At the end of the year 0.00% 480000 0.83%
4 GOODWIN'S
REFRIGERATION
At the beginning of the 400000 0.69% 0.00%
year
Changes during the - 0.00% - 0.00%
year
At the end of the year 0.00% 400000 0.69%
10 AKASH BAJAJ
At the beginning of the 192350 0.33% 0.00%
year
Changes during the 0.00% -22000 -0.04%
year
At the end of the year 0.00% 170350 0.29%
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rs. In Lacs)
Indebtedness at the beginning of Secured Loans Unsecured Deposits Total
the financial year excluding Loans Indebtedness
deposits
i) Principal Amount 18101 0 0 18101
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 18101 0 0 18101
Change in Indebtedness during the Secured Loans Unsecured Deposits Total
financial year excluding Loans Indebtedness
deposits
* Addition 0 0 0 0
* Reduction 12661 0 0 12661
Net Change 12661 0 0 12661
Indebtedness at the end of the Secured Loans Unsecured Deposits Total
financial year excluding Loans Indebtedness
deposits
i) Principal Amount 5440 0 0 5440
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 5440 0 0 5440
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
Sd/-
MAN MOHAN MALIK
Date: 14.08.2021 Managing Director
Place: : Poanta Sahib DIN: 00696077
The Management Discussion and Analysis Report has been prepared in accordance with the provisions of Regulation
34(2)(e) of Listing Regulations, read with Schedule V(B) thereto, with a view to provide an analysis of the business
and Financial Statement of the Company for FY 2020-21 and should be read in conjunction with the respective
Financial Statements and notes thereon.
Global prospects still remain highly uncertain one year into the pandemic. New virus mutations and the accumulating
human toll raise concerns, even as growing vaccine coverage lifts sentiment. Economic recoveries are diverging
across countries and sectors, reflecting variation in pandemic-induced disruptions and the extent of policy support.
The battle between the virus and vaccines may partly influence the growth of the country, as it also hinges on how
effectively economic policies deployed under high uncertainty can limit lasting damage from this unprecedented
pandemic. During 2021, the overall Global growth is estimated at 6% in 2021, moderating to 4.4% in 2022. The
growth estimates for 2021 and 2022 are stronger than in the October 2020 World Economic Outlook. The upward
revision reflects additional fiscal support in a few large economies, the anticipated vaccine-powered recovery in the
second half of 2021, and continued adaptation of economic activity to subdued mobility. However, high uncertainty
still surrounds this outlook, due to the uncertainty of the path of the second / third wave of pandemic, the
effectiveness of government policies and the efficiency of vaccines.
In its latest edition of World Economic Outlook, International Monetary Fund said it expects India’s GDP to grow
12.5% in FY 2022, the highest among emerging and advanced economies. GDP growth for FY 2023 is pegged at 6.9%.
India is the only country expected to register a double-digit growth this fiscal.
FOOD INDUSTRY:
The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year. In
India, the food sector has emerged as a high-growth and high-profit sector due to its immense potential for value
addition, particularly within the food processing industry.
Accounting for about 32 per cent of the country’s total food market, The Government of India has been instrumental
in the growth and development of the food processing industry. The government through the Ministry of Food
Processing Industries (MoFPI) is making all efforts to encourage investments in the business. It has approved
proposals for joint ventures (JV), foreign collaborations, industrial licenses, and 100 per cent export oriented units.
The Indian food processing industry accounts for 32 per cent of the country’s total food market, one of the largest
industries in India and is ranked fifth in terms of production, consumption, export and expected growth. It contributes
around 8.80 and 8.39 per cent of Gross Value Added (GVA) in Manufacturing and Agriculture respectively, 13 per cent
of India’s exports and six per cent of total industrial investment. The Indian gourmet food market is currently valued
at US$ 1.3 billion and is growing at a Compound Annual Growth Rate (CAGR) of 20 per cent.
The Company's primary business is Growing of Mushroom (agriculture Activity), & vegetables and manufacture
Cheese, Yogurt, Appetizers, snacks, sweets and French fries etc.
During the year under review, the total income of your Company was Rs. 5636 Lacs as compared to Rs. 7876 Lacs in
the previous year. The net Profit of the company for the current financial year is of Rs. 252 Lacs as compared to profit
of Rs. 922 Lacs in the previous year. Company is now in recovery mode and focusing on export business.
R&D done during last 12 months to develop new, nutrition dense, immunity boosting Mushroom based products;
namely Vegan Portobello Jerky in five flavors and the Reishi Mushroom Cookies. It commended the actions taken to
put the spare equipments & idle capacities to use at minuscule spend on capex. Both the products give boost of
Vitamin D and plant based proteins besides all the concentrated micro nutrients specific to Mushrooms.
OUTLOOK:
The Company expects financial year 2021-22 to be a challenging year in view of the second wave of Covid-19 which
has caused a slowdown in some sectors during the first quarter of the financial year.
The Company already have ongoing contract with Amul planning to add more contract processing for the already
established large frozen food companies in the market. The Company will re-enter in the Indian markets; first through
the food service segment and later through the retail segment.
There is a continuous thrust from the management to develop a strong R&D and technical service team to develop
new products, explore new applications and understand better the changing customer needs. With the Company’s
continuous endeavour to introduce new products and improve efficiencies and performance, your Directors view the
prospects for the financial year 2021-22 with cautious optimism.
The Company is operating its business in the Growth Oriented environment with innovations, changes by air
conditioning in the hope of lockdown to be opened in a few weeks but lockdown kept on and varying levels of
resources available to food processing industry.
Broadly the internal controls and systems are broken up into following areas:
1. Financial Systems and Reporting
2. Management Reporting
3. H R Systems and Reporting
4. Sales Systems and Reporting
5. Capital Asset Systems and Reporting
6. Operational Full fillment Systems and Reporting
7. General Administrative Systems and Reporting
8. Knowledge Management Systems
For the size of the business, most of the systems are considered adequate. Due to the severe resource crunch in the
company, it has been unable to implement its plans of automotive systems.
The Company firmly believes that an able, disciplined, motivated, trained and skilled manpower is the key for sustaining
growth of an organization. The Company organizes and provides requisite training to its employees from time to time.
Periodical appraisal and rewarding systems are in place, Industrial Relations at both the plants. (i.e. Paonta Sahib,
Himachal Pradesh and Vadnagar, Gujarat)
CAUTIONARY STATEMENT:
“Management Discussion and Analysis” report contains forward looking statements, which may be identified by the
use of the words in that direction, or connoting the same. All the statements that address expectations or
projections about the future, including but not limited to statements about the Company's strategy for growth,
product development, market position, expenditure and financial results are forward looking statements.
The Company's actual results, performance or achievements could thus differ materially from those projected in such
forward looking statements. The Company assumes no responsibility to public, to amend, modify or revise any
forward looking statements on the basis of subsequent developments, information or events.
The Corporate Governance code is a professional system framed for directing and controlling the organization. The
purpose is to ensure compliance of local statutes and ensure safeguard and value addition in long term to the interest
of its members, creditors, customers and employees. The Company has initiated the practice of incorporating the
Corporate Governance Report in the Annual Report in compliance with pursuant to Regulation 34 (3) read with
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). A concerted
attempt has been made to bring in transparency and professionalism to ensure ethical standard in business activities
while implementing the Corporate Governance Code. The management places on record that the mandatory
compliances to constitute various committees as required by SEBI (LODR), Regulations 2015, are in place. The
detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in SEBI (LODR),
Regulations, 2015 as applicable to the Company is set out below:
The Company is committed to good corporate governance and has implemented the corporate governance norms as
prescribed by SEBI. The Company’s philosophy of corporate governance is based on preserving core values and
ethical business conduct which enhances the efficiency of the Board and inculcates a culture of transparency,
accountability and integrity across the Company.
2. BOARD OF DIRECTORS
The Company is fully compliant with the Corporate Governance Norms in terms of constitution of the Board which is
well blended with a good combination of Executive and Independent Directors. The Board has complete access to any
information within the Company & to any employee of the Company. Pursuant to SEBI (Listing Obligation and
Disclosure Requirements), Regulations 2015, the Board meets at least once in every quarter to review
quarterly/annual results and other items on the agenda and gap between two board meetings is not more than 120
Days. The Board is apprised and informed of all the important information relating to the business of the Company
including those listed in SEBI Listing Obligation and Disclosure Requirements, Regulations 2015.
As on March 31, 2021, strength of the Board of Directors was six, whose composition is given below:
Attendance of Directors at Board Meetings during the financial year and the last AGM and Number of
Directorships/Committee positions of Directors as on 31st March, 2021, were as under:
* Mr. Ashish Sachdeva IndependentDirector resigned from Company with effect from30.09.2020.
3. AUDIT COMMITTEE
The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committee under
SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 as well as Section 177 of the Companies Act,
2013. The primary role of Audit Committee, inter alia, is:
To oversee the Company’s financial reporting process and disclosure of financial information.
To review the financial statements, adequacy of internal control systems and periodic audit reports.
To recommend to the Board the matters relating to the financial management of the Company.
To recommend appointment/re-appointment of Statutory Auditors and fixation of their remuneration.
To hold discussions with Statutory Auditors periodically.
To review the financial statements, in particular, the investments made by unlisted SubsidiaryCompany.
The Statutory Auditors of the Company are invited to attend Audit Committee Meetings, to discuss and review the
quarterly/ half yearly unaudited results, the annual audited accounts, internal audit, matters relating to the
compliance with accounting standards, Auditor’s observations arising from the audit of the Company’s accounts and
other related matters.
The Chairman of the Audit Committee is an Independent Director. During the financial year ended four Board
Meetings were held on i) 30th July 2020, ii) 4th September 2020, iii) 9th November 2020, and iv) 21st January
2021.
The names of the Committee Members and number of Meetings attended during the year are as follows:
* Mr. Ashish Sachdeva IndependentDirector and Mrs. Sangita Malik Executive Director resigned from Audit Committee
with effect from30.09.2020.
The term of reference of the Committee is to determine, review and recommend the Company’s policy on specific
remuneration packages. The recommendations of the Committee are put up to the Board of Directors and
Shareholders of the Company.
The Remuneration Committee met twice in the year 2020-2021 on 30th June, 2020 & 4th September 2020.
* Mr. Ashish Sachdeva IndependentDirector resigned from Remuneration Committee with effect from30.09.2020.
* Mrs. Neelam Khanna IndependentDirector appointed in Remuneration Committee with effect from30.09.2020.
The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into
redressal of shareholders’ complaints relating to transfer of shares/dematerialization, non- receipt of balance sheet,
non-receipt of dividends, and issue of share certificates on account of bonus, split or any other matter related to
securities of the Company.
The Committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall
improvement in the quality of investor services. The Committee meets as and when required, depending upon
grievances and/ or request for physical transfer of securities received by the Company.
The report received from the Share Transfer Agents as reviewed by the Committee is placed at the Board Meetings
from time to time. During the financial year ended March 31, 2021, One Stakeholders Relationship Committee
Meetings was held on 22nd January, 2021.
The names of the Committee Members and meetings attended during the year are as follows:
* Mr. Ashish Sachdeva Independent Director resigned from Stakeholders Relationship Committee with effect from
30.09.2020.
* Mrs. Neelam Khanna Independent Director appointed in Stakeholders Relationship Committee with effect from
30.09.2020.
The Company has attended the investor’s grievances / correspondence promptly. There were no investors’
complaints pending as on March 31, 2021. There were nil outstanding requests for transfer & nil pending requests for
dematerialization of shares as on March 31, 2021.
The last three Annual General Meetings of the Company were held as under:
7. DISCLOSURES
The Company has complied with all the requirements of the Listing Agreement with the BSE Limited as well as the
regulations and guidelines of SEBI.
The Whistle blower policy is put in place to report concerns about unethical behavior. As required, the chairman of
the Audit Committee is accessible if employees and Directors encounter any unethical behavior. The said policy has
been also put up on the website of the Company at the following link wwwhimalayafoodcompany.com.
The Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management
of the Company. In compliance with SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015, all
personnel have affirmed to it.
9. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results of the Company are sent to the BSE Limited immediately after
they are approved by the Board and these are published in The Pioneer-Delhi Edition (English Newspaper) and The
Pioneer - Delhi Edition (Hindi Newspaper).
ISIN is a unique identification number of traded scrip. The number has to be quoted in each transaction relating to
the dematerialized equity shares of the Company. The Company’s ISIN is INE552B01010.
As required by regulation 76A of SEBI (Depositories and Participants) Regulations, 2018, a quarterly audit is
conducted by a Practicing Company Secretary, reconciling the Issued and Listed Share Capital of the Company with
the aggregate of the shares held by the investors in physical form and in demat form in CDSL and NSDL and said
certificates are submitted to the BSE wherein the shares are traded, within the prescribed time limit.
As on March 31st, 2021, there was no difference between the Issued capital and the aggregate of shares held by the
investors in both physical form and in electronic form with depositories.
Day, Date and Time Wednesday, the 30th Day of September 2020, at 04:30 PM
Venue The meeting was conducted through Video Conference
The Company’s shares are traded on BSE mandatorily in demat mode. Physical Shares which are lodged with the
b. Bank/FIIs - 0.00
c. Corporate Bodies 39,76,362 6.88
d. Others(public) 2,37,44,412 41.02
Dematerialization of shares:
95.71% of the Company’s paid up equity share capital has been dematerialized up to March 31, 2021. Trading in
the equity shares of the Company at BSE Limited is permitted only in dematerialized form.
The details of dematerialized shares as on March 31, 2021 are as under:
Request for dematerialization of shares are processed and confirmation is given to the respective depositories i.e.
National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15
days.
All Correspondence relating to the shares of the Company should be forwarded to the below mentioned address.
The Ministry of Corporate affairs has taken “Green Initiative in Corporate Governance” by allowing paperless
compliances by the Companies and has issued circulars stating that service of Notice/documents including Annual
Report can be sent by email to its members .To Support this Green initiative of the Government in full measure,
members who have not registered their e-mail, so far, are requested to register their email addresses in respect
of their holdings with the Depository throughtheir concerned Depository Participants. Members who hold share
in physical form are requested to contact Ms. Surabhi Maheshwari, Company Secretary and Compliance officer, on
[email protected] or at the registered office of the Company or to M/s BEETAL Financial &
Computer Services Pvt Ltd. on above mentioned contact details.
SD/-
Man Mohan Malik
Date: 14.08.2021 Chairman cum Managing Director
Place: : Poanta Sahib DIN: 00696077
To
We have examined the records with respect to the compliance of Corporate Governance by HIMALAYA FOOD
INTERNATIONAL LIMITED (“the Company”), for the financial year ended on March 31, 2021, as stipulated in
SEBI (LODR) Regulations, 2015 entered into by the Company with the stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our
examination was limited to review of the procedures and implementation thereof adopted by the Company for
ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of
opinion on financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the
representations made by the Directors and the management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
We further state that such compliance is neither an assurance as to future viability of the Company nor the
efficiency with which the management has conducted the affairs of the company.
SD/-
(Kailash Sharma)
Partner
M. No. 543197
To
The Board of Directors
HIMALAYA FOOD INTERNATIONAL LIMITED
We, Man Mohan Malik, Managing Director, and Shamsher Ali , Chief Financial Officer of the company hereby certify to
the Board that-
A) We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2021 and that
to the best of our knowledge and belief
b) These statements do not contain any material untrue statement or omit any material fact or contain statements
that might be misleading;
c) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Accounting Standards, applicable laws and regulations.
d) There are, to the best of our knowledge and “belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violation of the Company’s Code of Conduct.
e) We accept responsibility for establishing and maintaining internal controls for financial reporting and have
evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and We have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which We are aware and the steps I have taken or propose to take to rectify these deficiencies.
There has not been any significant change in internal control over financial reporting during the year underreference
There has not been any significant change in accounting policies during the year requiring disclosure in the notes to
the financial statements; and
There has not been any instance during the year of significant fraud of which We had become aware and the
involvement therein, if any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
Date: 12/06/2021
Place: Paonta Sahib
SD/-
Mr. Man Mohan Malik
(Managing Director)
SD/-
Mr. Shamsher Ali
(Chief Financial Officer)
a) This is to confirm that the company has adopted a code of conduct for its Board of Directors and Senior Management
Personnel. This Code is available at the Company’s Registered Office.
b) I confirm that Board of Directors and Senior Management Personnel of the company have, in respect of the financial
year ended March 31, 2021, affirmed compliance with the Code of Conduct as applicable to them.
c) For the purposes of this declaration, Senior Management Personnel means the Personnel who are members of the
core management team, including persons in the cadre of functional heads and above but excluding Board of
Directors as on March 31, 2021.
Date: 12.06.2021
Place: Paonta Sahib
For and on behalf of the Board of Directors
SD/-
(Mr. Man Mohan Malik)
Chairman & Managing Director
TO THE MEMBERS OF
HIMALAYA FOOD INTERNATIONAL LIMITED
Opinion
We have audited the accompanying standalone Financial Statements of Himalaya Food International Limited (“the
Company) which comprise the Balance sheet as at 31 March 2021, the Statement of Profit and Loss, the Cash flow
statement and the Statement of changes in Equity for the year then ended and Notes to the financial statements
including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the profit and total
comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together
with the independence requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexure to
Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not
include the standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is no material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in
terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the
Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4
of the Order.
SD/-
Kailash Sharma
(Partner)
Membership No. 543197
UDIN: 21543197AAAAMD4104
Place: Delhi
Dated: 12.06.2021
i. a) The company has generally maintained proper records showing full particulars, including quantitative details
and situation of fixed assets.
b) According to information and explanation given to us there is a regular programme of physical verification of
these fixed assets by the management which in our opinion is reasonable having regard to size of the company
and nature of its assets. As informed to us no material discrepancies were noticed on such verification.
c) As informed to us and as verified by us during the course of our audit the title deeds on immovable properties
are held in name of company as at the balance sheet date.
In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed
assets in the standalone financial statements, the lease agreements are in the name of the Company.
ii. As informed to us the inventories were physical verified during the year by the management at reasonable
intervals and no material discrepancies were noticed on physical verification.
iii. As informed to us the company has granted unsecured loans to companies covered in the register maintained
under section 189 of the Companies Act, 2013. In respect of such loans:
(Rs in Lacs)
Name of the company Nature of loan Balance as on Maximum
31.03.2021 Amount Due
APJ Laboratories Ltd. Advance against purchase 567 568
a.) As informed to us and as verified by us the terms and condition of grant to such loans are not prejudicial to
the interest of the company.
b.) Repayment of the principle amount and payment of interest on such loans has not been stipulated, as it is in
the nature of “Advance against purchases”
c.) Not Applicable
iv. According to the information and explanation given to us, the company has complied with the provision of
section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing
guarantees and securities, as applicable during the year.
v. The company has not accepted any deposits during the year and does not have any unclaimed deposits as at
March 31, 2021 and therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.
vi. Reporting under clause 3(vi) of the order is not applicable as the company’s business activities are not covered
by the companies (Cost Record and Audits) Rules, 2014.
vii. a) According to records of the company and information and explanation given to us the company has generally
been regular in depositing undisputed statutory dues including provident fund, employees` state insurance,
income-tax, goods and service tax, duty of customs, cess and any other statutory dues with the appropriate
authorities.
b) According to information and explanation given to us there are outstanding statutory dues as referred above
as at the last day of the financial year under audit for a period of more than six months from the date they
become payable as below:
viii. Based on our audit procedure and in accordance with the information and explanation given to us by the
company that Bank accounts are NPA. Loan account from banks has been shown at the full value as on the date of
NPA. The OTS settled by banks is Rs. 8,290 Lakhs out of which Rs. 2,044 Lakhs have been paid till 31.03.2021.
ix. The company has not raised any money during the year by way of initial public offer or further public offer
(including debts instrument) or term loans and hence reporting under clause 3(ix) of the Order is not applicable.
x. According to the information and explanation given to us there has been no fraud noticed or reported during the
year by the company or on the company by its officers or employees.
xi. In our opinion the managerial remuneration paid/provided during the year is in accordance with requisite
approvals mandated by the provisions of section 197 read with Schedule V of Companies Act 2013.
xii. The company is not a Nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.
xiii. According to the information and explanation given to us and on the basis of examination of the records, the
Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the
related parties and details of related party transactions have been disclosed in the financial statements as
required by the applicable accounting standards.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review.
xv. As informed to us, during the year the company has not entered into any non-cash transactions with any of its
directors or persons connected with the directors.
xvi. The Company is not required to get registered under section 45-IA of Reserve Bank of India Act 1934.
SD/-
Kailash Sharma
(Partner)
Membership No. 543197
UDIN: 21543197AAAAMD4104
Place: Delhi
Dated: 12.06.2021
Referred to in paragraph 3(f) to “Report on Other legal and regulatory requirement” of the independent Auditors`
Report of even date to the members of Himalaya Food International Limited on standalone Ind AS financial statement
for the year ended March 31, 2021.
Report on the Internal Financial Controls under clause (i) of Sub Section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Himalaya Food International Limited (“the
Company”) as of March 31, 2021 in conjunction with our audit of the standalone financial statement of the Company for
the year ended on that date.
The Company`s management is responsible for establishing and maintaining internal financial controls base on the
internal control over financial reporting criteria established by the company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants on India. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company`s Policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and Completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors` Responsibility
Our responsibility is to express an opinion on the Company`s internal financial controls over financial reporting base on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable on an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all material respect. Our audit involves
performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor`s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial
statements, whether due to fraud or error. We believe that the audit evidence I/we have obtained is sufficient and
appropriate to provide a basis for out audit opinion on the Company`s internal financial controls system over financial
reporting.
A Company`s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company`s internal financial control over financial
reporting includes those policies and procedures that:
1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorization of management and directors of the company; and
3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company`s assets that could have a material effect on the financial statement.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021,
based on the internal control over financial reporting criteria established by the company considering the essential
components of internal controls stated in Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.
SD/-
Kailash Sharma
(Partner)
Membership No. 543197
UDIN: 21543197AAAAMD4104
Place: Delhi
Dated: 12.06.2021
The accompanying notes form an integral part of the standalone financial statements.
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
SD/- Chairman & Managing Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 21543197AAAAMD4104 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Surabhi Maheshwari
Place : Delhi CFO Company Secretary
The accompanying notes form an integral part of the standalone financial statements.
As per our report of even date
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/-
Man Mohan Malik
SD/- Chairman & Managing Director
(Kailash Sharma) DIN:00696077
Partner
Membership no. 543197
UDIN: 21543197AAAAMD4104
Dated: 12.06.2021
Place : Delhi
1. Company Information
Himalaya Food International Ltd., incorporated in New Delhi, India with UIN L51909DL1992PLC047399, is a food
processing company engaged in growing & processing of mushrooms and manufacturing IQF ready to eat items-which is
classified as one segment. It is exporting its products to USA and also selling them domestically. The Company is listed on
the Bombay Stock Exchange (BSE).
These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred
to as the ‘Ind AS’) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting
Standards) Rules, as amended from time to time.
The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied
consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current
or non current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III
to the Companies Act, 2013.
Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and
cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current
classification of assets and liabilities.
The financial statements are presented in INR, the functional currency of the Company. Items included in the financial
statements of the Company are recorded using the currency of the primary economic environment in which the Company
operates (the ‘functional currency’).
Transactions and balances with values below the rounding off norm adopted by the Company have been reflected as “0” in
the relevant notes in these financial statements.
The financial statements of the Company for the year ended 31st March, 2021 were approved for issue in accordance with
the resolution of the Board of Directors on 12th June, 2021.
(d) Inventories:
Inventories are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis. Cost of
finished goods and work-in-progress include all costs of purchases, conversion costs and other costs incurred in bringing
the inventories to their present location and condition. The net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale.
Financial assets are not reclassified subsequent to their recognition, except if and in the period the Company changes its
business model for managing financial assets.
Trade Receivables and Loans:
Trade receivables are initially recognised at fair value. Subsequently, these assets are held at amortised cost, using the
effective interest rate (EIR) method net of any expected credit losses. The EIR is the rate that discounts estimated future
cash income through the expected life of financial instrument.
Debt Instruments:
Debt instruments are initially measured at amortised cost, fair value through other comprehensive income (‘FVOCI’) or fair
value through profit or loss (‘FVTPL’) till derecognition on the basis of (i) the Company’s business model for managing the
financial assets and (ii) the contractual cash flow characteristics of the financial asset.
(i) Measured at amortised cost:
Financial assets that are held within a business model, whose objective is to hold financial assets in order to collect
contractual cash flows that are solely payments of principal and interest, are subsequently measured at amortised cost
using the effective interest rate (‘EIR’) method less impairment, if any. The amortisation of EIR and loss arising from
impairment, if any is recognised in the
(ii) Measured at fair value through other comprehensive income:
Financial assets that are held within a business model whose objective is achieved by both, selling financial assets and
collecting contractual cash flows that are solely payments of principal and interest, are subsequently measured at fair
value through other comprehensive income. Fair value movements are recognized in the other comprehensive income
(OCI). Interest income measured using the EIR method and impairment losses, if any are recognised in the Statement of
Profit and Loss. On derecognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to
‘other income’ in the Statement of Profit and
(iii) Measured at fair value through profit or loss:
A financial asset not classified as either amortised cost or FVOCI, is classified as FVTPL. Such financial assets are measured
at fair value with all changes in fair value, including interest income and dividend income if any, recognised as ‘other
income’ in the Statement of Profit and Loss.
Equity Instruments:
All investments in equity instruments classified under financial assets are initially measured at fair value; the Company
may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis. Fair value changes on an equity instrument is
recognised as ‘other income’ in the Statement of Profit and Loss unless the Company has elected to measure such
instrument at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at FVOCI are recognised
in OCI. Amounts recognised in OCI are not subsequently reclassified to the Statement of Profit and Loss. Dividend income
on the investments in equity instruments are recognised as ‘other income’ in the Statement of Profit and Loss.
Financial Liabilities:
Initial recognition and measurement
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value
through profit and loss. In case of trade payables, they are initially recognised at fair value and subsequently, these
liabilities are held at amortised cost, using the effective interest rate method.
Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at fair
value through profit or losses are measured at fair value with all changes in fair value recognised in the Statement of Profit
and Loss.
Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
(k) Expenditure:
Expenses are accounted on accrual basis.
If any indication of impairment exists, an estimate of the recoverable amount of the individual asset/cash generating unit
is made. Asset/cash generating unit whose carrying value exceeds their recoverable amount are written down to the
recoverable amount by recognising the impairment loss as an expense in the Statement of Profit and Loss. The impairment
(o) Leases:
Leases in which a substantial portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments and receipts under such leases are recognised to the Statement of Profit and Loss on a straight-
line basis over the term of the lease unless the lease payments to the lessor are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases, in which case the same are recognised
as an expense in line with contractual term.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards
incidental to ownership to the lessee.
Accumulated depreciation
and impairment
Opening accumulated 0 0 2002 183 115 9509 537 12346 0
depreciation
Depreciation Charged During 0 0 253 11 5 752 25 1046 0
the Year
Impaiment loss 0 0 0 0 0 0 0 0 0
Disposals 0 0 0 0 0 0 0 0 0
Exchange differences 0 0 0 0 0 0 0 0 0
Assets classified as held for 0 0 0 0 0 0 0 0 0
sale
Closing accumulated 0 0 2255 194 120 10261 562 13392 0
depreciation and impairment
Note:
Capital work in progress as at 31st March, 2021 is ` 5491 lacs (31st March, 2020: ` 5491 lacs)
Equity shares have par value of INR 10. They entitle the holder to participate in dividends, and to share in the
proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.
Every holder of equity shares present at a meeting in person or proxy is entitled to one vote, and upon a poll each
share is entitled to one vote.
(b)
(b) Reserves and surplus
(a) Capital Reserve: Capital Subsidies received by the company is treated as capital reserve.
(b)Securities Premium Reserve: The amount received in excess of face value of the equity shares is
recognised in Securities Premium Reserve.
C. Capital Management
Equity share capital and other equity are considered for the purpose of Company’s capital management.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise
returns to shareholders. The capital structure of the Company is based on management’s judgment of its
strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market
confidence.
The management and the board of directors monitors the return on capital as well as the level of dividends to
shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital
structure.
2. The company Bank accounts are NPA since March 2018, hence no Interest has been charged during the year.
3. Loan Account from Banks have been shown at the full value as on the date of NPA. The OTS settled by banks is Rs.
8,290 Lakhs out of which Rs. 2,044 Lakhs have been paid till 31.03.2021. The effect of waiver by the banks will be
reflected after full repayment of OTS amount.
Current
Current maturities of long-term debt 0 0
Current maturities on finance lease obligations 1 13
Total Other current Financial liabilities 1 13
(b) Employee Benefit obligation Current Non- Total Current Non- Total
current current
Provision for employee benefits
Provision for gratuity 2 80 82 13 80 93
Provision for leave 0 0 0 6 29 35
encashment
Total 2 80 82 19 109 128
Brief Description: A general description of the defined benefit plans is given below:-
(c) Gratuity:
Gratuity provison has been made according to the prescribed law.
The amount recognised in the balance sheet for post-employment benefit plans are as
under :
Subsidiaries
Himalya Green Apartments Ltd India Real estate 100 100
Company
Appetizer and Snacks Foods Ltd India Manufacturing 100 100
Joint Venture
Himalya Simplot Pvt Ltd. India FMCG business 50 50
6 Inventories
Raw Materials 233 229
Work-in-Progress 386 424
Finished Goods 774 716
Store & Spares 98 169
Total 1491 1538
13 Other Income
Interest income 6 6
Duty draw back 2 3
Other Income 60 1
Profit on Sale of Machinery 0 0
Income from Forfieted of Share Application Money 0 278
Export Incentives 120 157
Total 188 445
Directors’ remuneration
(included under employee benefit expense)
Salaries to Managing Director 60 60
Salaries to Whole Time Director 19 19
Contribution to provident fund 0 0
79 79
18 Other expenses
Power and fuel 541 827
Rent:
- Offices and Godowns 4 4
Rates and taxes 12 19
Insurance 8 11
Repairs and maintenance:
- Plant and machinery 17 11
- Building 0 0
- Others 0 0
Advertisement and sales 1 1
promotion
Postage and courier 1 1
Travelling and conveyance 38 42
Printing and stationery 1 3
Communication 3 3
Legal and professional 35 25
Auditor's Remuneration
Professional Fee
-Audit Fees 3 6
-Tax Audit Fees 0 0
Reimbursement of Expenses 0 0
3 6
19 Finance cost
Interest and finance charges on financial liabilities not at fair 23 28
value through profit or loss
Total 23 28
c Details of dues to Micro and Small Enterprise s as per MSMED Act, 2006
The Company has common fixed assets for producing goods for domestic Market and Overseas Market. Hence,
separate figures for fixed assets / additions to fixed assets cannot be furnished.
Name Of the company Company's interest Amount of Investment Partners and their participating
(In Lakhs) interest
Himalya Simplot Private Ltd. 50% 114936 Simplot India LLC 50%
The Company had invested in 50% shareholding of Himalya Simplot Private Limited (the "joint venture") which was
managed by the JV partner, Simplot India LLC.
The Company has access to the audited accounts of the joint venture for the financial year ended 31 March 2014.
Audited financial statements for subsequent years have not been made available to the Company. Based on
information available with the Company that the operations of the joint venture have ceased, the Management, as a
measure of abundant prudence, made a provision for diminution in the value of the investment made in the entity in
the financial year ended 31 March 2014.
Consequently accounts of jointly held entity are not consolidated with the company's accounts.
The Company as well Simplot India LLC have preferred counter claims against each other.
a. Simplot India LLC has invoked arbitration at Singapore which the Company has challenged on grounds of
jurisdiction. The Company has been legally advised that the claim of Simplot India LLC is untenable and liable
to be rejected or substantially diluted, and accordingly, no provision is considered necessary.
b. The Company has filed case against Simplot India LLC before the Hon'ble Delhi High Court, which has been
directed to Delhi High Court arbitration center.
g There are no material prior year items included in the Statement of Profit and Loss, except to the extent
disclosed at the appropriate place in the Notes.
j Explanatory Note: In the dispute that arose with Erstwhile JV partner Simplot USA in 2013, the Singapore
International Arbitration Center (SIAC) awarded US $ 3.96 mm with further interest @ 5.33% till the date of
payment from the date of award to be payable by the Company and in turn the sale of French Fry line and Specialty
Potato Lines stands cancelled and has been reverted back to the Company. The Tribunal has directed Simplot to
return the Pieces and Penals removed from French Fry & Potato Specialty Lines. Company Proposes to file an appeal
in Singapore Highcourt to Challenge the amount awarded. However company has shown the amount in contingent
liability and on conclusion of appeal will pass the necessary entries to add the value of the French Fry & Potato
Specialty Lines into assets.
k COVID-19 has had an impact on the business operations of the company, as on the signing date.
The operations of growing Mushroom have been affected which results decline in turnover. This however does not
affect the concept of "Going Concern" for the company.
Further there has been no impairment in the value of Inventories or Financial assets and Non-financial instruments
for the company.
Signatures to Notes 1 to 20
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
SD/- Chairman & Managing Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 21543197AAAAMD4104 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Surabhi Maheshwari
Place : Delhi CFO Company Secretary
TO THE MEMBERS OF
HIMALAYA FOOD INTERNATIONAL LIMITED
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the Consolidated Financial Statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Information other than the Consolidated Financial Statements and Auditor’s report thereon
The Company’s board of directors is responsible for the preparation of the other information. The other information
comprises the information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility
Report but does not include the Consolidated Financial Statements and our auditor’s report thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there no material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these Consolidated Financial Statements that give a true and fair view of the
financial position, financial performance and Consolidated cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative
Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with the mall relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
c) The Consolidated balance sheet, the Consolidated statement of Profit and Loss and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read
with Rule 7 of the Companies (Indian Accounting Standards) Rules, 2015;
e) on the basis of written representations received from the directors as on 31st March, 2021 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in
terms of Section 164(2) of the Act; and
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its consolidated financial
statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the
Company
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3
and 4 of the Order.
SD/-
Kailash Sharma
Partner
M.No. 543197
UDIN: 21543197AAAANM5296
Place: Delhi
Date: 12/06/2020
(i) a) The company has generally maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
b) According to information and explanation given to us there is a regular programme of physical verification of these
fixed assets by the management which in our opinion is reasonable having regard to size of the company and nature
of its assets. As informed to us no material discrepancies were noticed on such verification.
c) As informed to us and as verified by us during the course of our audit the title deeds on immovable properties are
held in name of company as at the balance sheet date.
In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets
in the consolidated financial statements, the lease agreements are in the name of the Company.
(ii) As informed to us the inventories were physical verified during the year by the management at reasonable intervals
and no material discrepancies were noticed on physical verification.
(iii) As informed to us the company has granted unsecured loans to companies covered in the register maintained under
section 189 of the Companies Act, 2013. In respect of such loans:
(Rs in Lacs)
Name of the company Nature of loan Balance as on Maximum
31.03.2021 Amount Due
APJ Laboratories Ltd. Advance against purchase 567 568
a) As informed to us and as verified by us the terms and condition of grant to such loans are not prejudicial to the
interest of the company.
b) Repayment of the principle amount and payment of interest on such loans has not been stipulated, as it is in the
nature of “Advance against purchases”
c) Not Applicable
(iv) According to the information and explanation given to us, the company has complied with the provision of section
185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees
and securities, as applicable during the year.
(v) The company has not accepted any deposits during the year and does not have any unclaimed deposits as at March
31, 2021 and therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.
(vi) Reporting under clause 3(vi) of the order is not applicable as the company’s business activities are not covered by the
companies (Cost Record and Audits) Rules, 2014.
(vii) a) According to records of the company and information and explanation given to us the company has generally been
regular in depositing undisputed statutory dues including provident fund, employees` state insurance, income-tax,
goods and service tax, duty of customs, cess and any other statutory dues with the appropriate authorities.
b) According to information and explanation given to us there are outstanding statutory dues as referred above as at
the last day of the financial year under audit for a period of more than six months from the date they become payable
as below:
c) As certified by the management on which we have relied upon the dues of sale tax or service tax or duty of
custom or duty of excise or value added tax or cess which have not been deposited on account of dispute and the
forum where the dispute is pending are given bellow:
(viii) Based on our audit procedure and in accordance with the information and explanation given to us by the company
that Bank accounts are NPA. Loan account from banks have been shown at the full value as on the date of NPA. The
OTS settled by banks is Rs. 8,290 Lakhs out of which Rs. 2,044 Lakhs have been paid till 31.03.2021.
(ix) The company has not raised any money during the year by way of initial public offer or further public offer (including
debts instrument) or term loans and hence reporting under clause 3(ix) of the Order is not applicable.
(x) According to the information and explanation given to us there has been no fraud noticed or reported during the year
by the company or on the company by its officers or employees.
(xi) In our opinion the managerial remuneration paid/provided during the year is in accordance with requisite approvals
mandated by the provisions of section 197 read with Schedule V of Companies Act 2013.
(xii) The company is not a Nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and on the basis of examination of the records, the Company
is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties
and details of related party transactions have been disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review.
(xv) As informed to us, during the year the company has not entered into any non-cash transactions with any of its
directors or persons connected with the directors.
(xvi) The Company is not required to get registered under section 45-IA of Reserve Bank of India Act 1934.
SD/-
Kailash Sharma
(Partner)
Membership No. 543197
UDIN: 21543197AAAANM5296
Place: Delhi
Dated: 12.06.2021
Referred to in paragraph 3(f) to “Report on Other legal and regulatory requirement” of the independent Auditors` Report of
even date to the members of Himalaya Food International Limited on consolidated Ind AS financial statement for the year
ended March 31, 2021.
Report on the Internal Financial Controls under clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of Himalaya Food International Limited (“the
Company”) as of March 31, 2021 in conjunction with our audit of the consolidated financial statement of the Company for
the year ended on that date.
The Company`s management is responsible for establishing and maintaining internal financial controls base on the internal
control over financial reporting criteria established by the company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants on India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company`s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and Completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors` Responsibility
Our responsibility is to express an opinion on the Company`s internal financial controls over financial reporting base on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section
143(10) of the Companies Act, 2013, to the extent applicable on an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respect. Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor`s
judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements,
whether due to fraud or error. We believe that the audit evidence I/we have obtained is sufficient and appropriate to
provide a basis for out audit opinion on the Company`s internal financial controls system over financial reporting.
A Company`s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company`s internal financial control over financial reporting
includes those policies and procedures that:
1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorization of management and directors of the company; and
3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company`s assets that could have a material effect on the financial statement.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are
subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based
on the internal control over financial reporting criteria established by the company considering the essential components of
internal controls stated in Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
SD/-
Kailash Sharma
(Partner)
Membership No. 543197
UDIN: 21543197AAAANM5296
Place: Delhi
Dated: 12.06.2021
The accompanying notes form an integral part of the Consolidated financial statements.
As per our report of even date
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
SD/- Chairman & Managing Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 21543197AAAANM5296 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Surabhi Maheshwari
Place : Delhi CFO Company Secretary
The accompanying notes form an integral part of the Consolidated financial statements.
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
SD/- Chairman & Managing Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 21543197AAAANM5296 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Surabhi Maheshwari
Place : Delhi CFO Company Secretary
The accompanying notes form an integral part of the Consolidated financial statements.
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/-
Man Mohan Malik
SD/- Chairman & Managing Director
(Kailash Sharma) DIN:00696077
Partner
Membership no. 543197
UDIN: 21543197AAAANM5296
Dated: 12.06.2021
Place : Delhi
1. Company Information
Himalaya Food International Ltd., incorporated in New Delhi, India with UIN L51909DL1992PLC047399, is a food
processing company engaged in growing & processing of mushrooms and manufacturing IQF ready to eat items-which is
classified as one segment. It is exporting its products to USA and also selling them domestically. The Company is listed on
the Bombay Stock Exchange (BSE).
These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards
(hereinafter referred to as the ‘Ind AS’) as prescribed under section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, as amended from time to time.
The consolidated financial statements have been prepared on accrual and going concern basis. The accounting policies
are applied consistently to all the periods presented in the consolidated financial statements. All assets and liabilities
have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set
out in the Division II of Schedule III to t h e Companies Act, 2013. Based on the nature of products and the time between
acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its
operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.
The consolidated financial statements are presented in INR, the functional currency of the Company. Items included in
the financial statements of the Company are recorded using the currency of the primary economic environment in
which the Company operates (the ‘functional currency’).
Transactions and balances with values below the rounding off norm adopted by the Company have been reflected as “0”
in the relevant notes in these financial statements.
The consolidated financial statements of the Company for the year ended 31st March, 2021 were approved for issue in
accordance with the resolution of the Board of Directors on 12th June 2021.
The consolidation financial statements relate to Himalaya Food International Limited ("the Holding Company") and its
subsidiary companies (collectively referred to as "the Group"). The financial statements of the subsidiary companies
used in the consolidation are drawn upto the same reporting date as of the Holding Company. The consolidated
financial statements have been prepared on the following basis:
b.1 The financial statements of the Holding Company and its subsidiary companies are combined on a line-by-line basis
by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-
group balances and intra- group transactions in accordance with Ind AS - 110 “Consolidated Financial Statements”.
b.2 As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented in the same manner as the Holding
Company’s separate financial statements by regrouping, recasting or rearranging figures, wherever considered
necessary.
2.2 Key Accounting Estimates and Judgments
The preparation of these consolidated financial statements in conformity with the recognition and measurement
principles of Ind AS requires management to make judgments, estimates and assumptions in the application of
accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience
and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting
estimates are recognised prospectively.
Ind AS 12 – Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income
tax treatments)
The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax
consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity
originally recognised those past transactions or events. The Company does not expect any impact from this
pronouncement. It is relevant to note that the amendment does not amend situations where the entity pays a tax on
dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount
paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS
12.
(d) Inventories:
Inventories are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis.
Cost of finished goods and work-in-progress include all costs of purchases, conversion costs and other costs
incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated
selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary
to make the sale.
Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument.
On initial recognition, a financial asset is recognised at fair value. In case of financial assets which are recognised at
fair value through profit and loss (FVTPL), its transaction cost are recognised in the statement of profit and loss. In
other cases, the transaction costs are attributed to the acquisition value of the financial asset.
Financial assets are not reclassified subsequent to their recognition, except if and in the period the Company
changes its business model for managing financial assets.
Debt Instruments:
Debt instruments are initially measured at amortised cost, fair value through other comprehensive income (‘FVOCI’)
or fair value through profit or loss (‘FVTPL’) till derecognition on the basis of (i) the Company’s business model for
managing the financial assets and (ii) the contractual cash flow characteristics of the financial asset.
Equity Instruments:
All investments in equity instruments classified under financial assets are initially measured at fair value; the
Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis. A fair value change on an equity
instrument is recognised as ‘other income’ in the Statement of Profit and Loss unless the Company has elected to
measure such instrument at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at
FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently reclassified to the Statement of Profit
and Loss. Dividend income on the investments in equity instruments are recognised as ‘other income’ in the
Statement of Profit and Loss.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the contractual rights to receive the cash flows from the asset.
In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is
measured and recognized as loss allowance.
In case of other assets (listed as ii and iii above), the Company determines if there has been a significant increase in
credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased
significantly, an amount equal to 12-month ECL is measured and recognized as loss allowance. However, if credit
risk has increased significantly, an amount equal to lifetime ECL is measured and recognized as loss allowance.
Subsequently, if the credit quality of the financial asset improves such that there is no longer a significant increase in
credit risk since initial recognition, the Company reverts to recognizing impairment loss allowance based on 12-
month ECL.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the
contract and all the cash flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the
original effective interest rate.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a
financial asset. 12- month ECL is a portion of the lifetime ECL which results from default events that are possible
within 12 months from the reporting date.
30th Annual Report Year 2020-2021 Page 102
ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range
of outcomes, taking into account the time value of money and other reasonable information available as a result of
past events, current conditions and forecasts of future economic conditions.
As a practical expedient, the Company uses a provision matrix to measure lifetime ECL on its portfolio of trade
receivables. The provision matrix is prepared based on historically observed default rates over the expected life of
trade receivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed
default rates and changes in the forward-looking estimates are updated.
ECL impairment loss allowance (or reversal) recognized during the period is recognised as income/ expense in the
Statement of Profit and Loss under the head ‘Other expenses’.
Financial Liabilities:
Initial recognition and measurement
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are
classified as fair value through profit and loss. In case of trade payables, they are initially recognised at fair value
and subsequently, these liabilities are held at amortised cost, using the effective interest rate method.
Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried
at fair value through profit or losses are measured at fair value with all changes in fair value recognised in the
Statement of Profit and Loss.
Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
(k) Expenditure:
Expenses are accounted on accrual basis.
(i) Retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions are charged
to the Profit and Loss Account of the year when the contributions to the respective funds are due. There are no other
obligations other than the contribution payable to the respective funds.
(ii) Gratuity liability is a defined benefit obligations and are provided for on the basis of valuation made at the end of
each financial year.
(iii) No provision is made for unencashable short term compensated absences.
Income Taxes:
Income tax expense for the year comprises of current tax and deferred tax. It is recognised in the Statement of Profit and
Loss except to the extent it relates to a business combination or to an item which is recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable/receivable on the taxable income/loss for the year using applicable tax rates at the
Balance Sheet date, and any adjustment to taxes in respect of previous years. Interest expenses and penalties, if any, related
to income tax are included in finance cost and other expenses respectively. Interest Income, if any, related to Income tax is
included in current tax expenses.
Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for
financial reporting purposes and the corresponding amounts used for taxation purposes.
A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period. Deferred tax
assets are recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Leases:
Leases in which a substantial portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments and receipts under such leases are recognised to the Statement of Profit and Loss on a straight-
line basis over the term of the lease unless the lease payments to the lessor are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases, in which case the same are recognised as
an expense in line with the contractual term.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards
incidental to ownership to the lessee.
Foreign Currencies:
Foreign currency transactions are translated into the functional currency using exchange rates at the date of the transaction.
Foreign exchange gains and losses from settlement of these transactions and from translation of monetary assets and
liabilities at the reporting date exchange rates are recognised in the Statement of Profit and Loss.
For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and
the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential
equity shares.
Deemed cost as at 1 April 1483 81 7189 418 135 15979 616 25901 5491
2019
Additions 0 0 0 0 0 0 0 0
Disposals 0 0 0
Closing gross carrying 1483 81 7189 418 135 15979 616 25900 5491
amounts
Accumulated depreciation 0 1770 176 107 8658 490 11201 0
Depreciation Charged during 0 232 7 9 851 47 1146 0
the year
Closing Accumulated 0 0 2002 183 115 9509 537 12346 0
depreciation
Net Carrying Amount 1483 81 5187 235 20 6470 79 13554 5491
Year ended 31 March 2021
Gross carrying amount
Opening gross carrying 1483 81 7189 418 135 15979 616 25900 5491
amount
Additions ** 0 0 0 0 322 4 326 0
Assets classified as held for 0 0 0 0 0 0 0 0
sale
Disposals 0 0 0 0 0 0 2 2
Transfers 0 0 0 0 0 0 0 0
Closing gross carrying amounts 1483 81 7189 418 135 16301 618 26224 5491
Accumulated depreciation
and impairment
Opening accumulated 0 0 2002 183 115 9509 537 12346 0
depreciation
Depreciation Charged During 0 0 253 11 5 752 25 1046 0
the Year
Impaiment loss 0 0 0 0 0 0 0 0 0
Disposals 0 0 0 0 0 0 0 0 0
Exchange differences 0 0 0 0 0 0 0 0 0
Assets classified as held for 0 0 0 0 0 0 0 0 0
sale
Closing accumulated 0 0 2255 194 120 10261 562 13392 0
depreciation and impairment
Note:
Capital work in progress as at 31st March, 2021 is ` 5491 lacs (31st March, 2020: ` 5491 lacs)
(b)
(c) Reserves and surplus
(a) Capital Reserve: Capital Subsidies received by the company is treated as capital reserve.
(b) Securities Premium Reserve: The amount received in excess of face value of the equity shares is recognised in
Securities Premium Reserve.
(c) General Reserve: The Company has transferred a portion of the net profit of the Company before declaring
dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to
general reserve is not required under the Companies Act, 2013.
(d) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to
general reserve, dividends or other distributions paid to shareholders.
C. Capital Management
2. The company Bank accounts are NPA since March 2018, hence no Interest has been charged during the year.
3. Loan Account from Banks have been shown at the full value as on the date of NPA. The OTS settled by banks is Rs.
8,290 Lakhs out of which Rs. 2,044 Lakhs have been paid till 31.03.2021. The effect of waiver by the banks will be
reflected after full repayment of OTS amount.
Current
Current maturities of long-term debt 0 0
Current maturities on finance lease obligations 1 13
Total Other current Financial liabilities 1 13
(b) Employee Benefit obligation Current Non- Total Current Non- Total
current current
Provision for employee benefits
Provision for gratuity 2 80 82 13 80 93
Provision for leave 0 0 0 6 29 35
encashment
Total 2 80 82 19 109 128
Brief Description: A general description of the defined benefit plans is given below:-
(c) Gratuity:
Gratuity provision has been made according to the prescribed law.
The amount recognised in the balance sheet for post-employment benefit plans are as
under :
6 Inventories
Raw Materials 233 229
Work-in-Progress 386 424
13 Other Income
Interest income 6 6
Duty draw back 2 3
Other Income 60 1
Profit on Sale of Machinery 0 0
Income from Forfieted of Share Application 0 278
Money
Export Incentives 120 157
Total 188 445
18 Other expenses
Power and fuel 541 827
Rent:
- Offices and Godowns 4 4
Rates and taxes 12 19
Insurance 8 11
Repairs and maintenance:
- Plant and machinery 17 11
- Building 0 0
- Others 0 0
Advertisement and sales 1 1
promotion
Postage and courier 1 1
Travelling and conveyance 38 42
Printing and stationery 1 3
Communication 3 3
Legal and professional 35 25
Payment to Auditors 3 6
Selling Expenses 892 845
Misc exp. 6 12
Freight Outward 191 36
Other expenses 90 163
Total 1844 200
9
Auditor's Remuneration
Professional Fee
-Audit Fees 3 6
-Tax Audit Fees 0 0
Reimbursement of Expenses 0 0
3 6
19 Finance cost
Interest and finance charges on financial liabilities not at fair value through profit 23 28
or loss
Total 23 28
The classification of the suppliers under MSMED Act, 2006 is made on the basis of information made available to
the Company. The Company has neither paid any interest in the terms of section 16 of the above said act nor any
interest remains unpaid and no payments were made beyond the "appointed date" to such enterprises during the
year ended 31.03.2021. Amount outstanding to these enterprises to the year ended 31.03.2020 is Rs. Nil
(previous year Rs. Nil).
d Segment
Disclosure
Primary Segment
We have to segment Agriculture and Processed foods. In Agriculture we produced fresh Mushroom, sale as fresh,
chilled. And in process food we sell canned Mushroom, Frozen Appetizers, we maintained both segments books
separately Profit & loss accounts of both are as under:
The Company has common fixed assets for producing goods for domestic Market and Overseas Market. Hence,
separate figures for fixed assets / additions to fixed assets cannot be furnished.
Himalya Simplot Private Ltd. 50% 114936 Simplot India LLC 50%
The Company had invested in 50% shareholding of Himalya Simplot Private Limited (the "joint venture")
which was managed by the JV partner, Simplot India LLC.
The Company has access to the audited accounts of the joint venture for the financial year ended 31 March
2014. Audited financial statements for subsequent years have not been made available to the Company.
Based on information available with the Company that the operations of the joint venture have ceased, the
Management, as a measure of abundant prudence, made a provision for diminution in the value of the
investment made in the entity in the financial year ended 31 March 2014.
Consequently accounts of jointly held entity are not consolidated with the company's accounts.
The Company as well Simplot India LLC have preferred counter claims against each other.
c. Simplot India LLC has invoked arbitration at Singapore which the Company has challenged on
grounds of jurisdiction. The Company has been legally advised that the claim of Simplot India LLC is
untenable and liable to be rejected or substantially diluted, and accordingly, no provision is
considered necessary.
d. The Company has filed case against Simplot India LLC before the Hon'ble Delhi High Court, which has
been directed to Delhi High Court arbitration center.
g. There are no material prior year items included in the Statement of Profit and Loss, except to the
extent disclosed at the appropriate place in the Notes.
h. During the year there is no liability to pay MAT as there is carried forward business loss.
j. Explanatory Note: In the dispute that arose with Erstwhile JV partner Simplot USA in 2013, the Singapore
International Arbitration Center (SIAC) awarded US $ 3.96 mm with further interest @ 5.33% till the date
of payment from the date of award to be payable by the Company and in turn the sale of French Fry line
and Specialty Potato Lines stands cancelled and has been reverted back to the Company. The Tribunal has
directed Simplot to return the Pieces and Penals removed from French Fry & Potato Specialty Lines.
Company Proposes to file an appeal in Singapore Highcourt to Challenge the amount awarded. However
company has shown the amount in contingent liability and on conclusion of appeal will pass the necessary
entries to add the value of the French Fry & Potato Specialty Lines into assets.
k. COVID-19 has had an impact on the business operations of the company, as on the signing date.
The operations of growing Mushroom have been affected which results decline in turnover. This however
does not affect the concept of "Going Concern" for the company.
Further there has been no impairment in the value of Inventories or Financial assets and Non-financial
instruments for the company.
Signatures to Notes 1 to 20
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
SD/- Chairman & Managing Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 21543197AAAANM5296 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Surabhi Maheshwari
Place : Delhi CFO Company Secretary
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length
transactions under third proviso thereto.
Particulars Designation
Mr. M.M. Malik Managing Director
Mrs. Sangita Malik Whole Time Director
(ii) Enterprises over which key management personnel / shareholders and their relatives have
significant influence (With whom transactions have taken place):
Particulars Designation
Doon Valley Foods Pvt. Ltd. Managing Directors
(iii) Transactions carried out with Related Parties referred in point (i) & (ii) above in ordinary course of
Business
(Rs. in Lakhs)
As at 31st March, 2020 As at 31st March, 2021
Nature of Transactions
M.M. Malik ( Managing Director) 60 60
Remuneration paid
Sangita Malik 19 19
Remuneration paid
Doon Valley Foods Pvt. Ltd.
Purchases of Raw Material 361 385
Sd/-
Man Mohan Malik
Date: 12.06.2021 Chairman cum Managing Director
Place: : Poanta Sahib DIN: 00696077
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