RCL Foods Limited
24TH Annual Report & Accounts For the year ended 31st March 2016
TM
RCL FOODS LIMITED (Formerly Known As Passari Cellulose Limited)
BOARD OF DIRECTORS Mr. Nitesh R Lodha - Chairman & Director Mr. Kushal Jain - Director Mr. Pramod Kumar Agarwal - Director (Up to 04.06.2016) Mrs. Kushbu - Director Mr. Vimal Chand Chordia - Addl. Director (W.E.F 03.09.2016) Mr. Shreyans R Lodha - Cfo
AUDITORS M/s. Krishnan & Giri, Chartered Accountants, Chennai
BANKERS
1) Icici Bank Ltd, Madhavaram Branch, Chennai
LISTING INFORMATION REGISTERED OFFICE
1. The Bombay Stock Exchange Ltd No.200-A, Madhavaram High, 2. Madras Stock Exchange Ltd Road, Madhavaram, Chennai - 600 060.
REGISTRAR & SHARE TRANSFER AGENT FACTORY Cameo Corporate Services Limited No.200-A, Madhavaram High No.2, Club House Road, Road, Madhavaram, Chennai 600 002 Chennai - 600 060.
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NOTICE
Notice is hereby given that the TWENTY FOURTH ANNUAL GENERAL MEETING of the members of M/s. RCL FOODS LIMITED will be held at No.200-A, Madhavaram High Road, Madhavaram, Chennai 600060 on Wednesday, the 8th day of February, 2017 at 11.00 A.M to transact the following businesses:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31.03.2016, the Profit and Loss Account and Cash Flow Statement of the Company for the period ending 31.03.2016 and the reports of the Directors and Auditors thereon.
2. To appoint a Director in the place of Ms. Kushbu, (DIN: 07141954), Director, who retires by rotation and being eligible, offers herself for re-appointment.
3. To ratify the appointment of M/s. Krishnan & Giri., Chartered Accountants (FRN: 001512S) as Statutory Auditors of the Company for the year 2016-17 and to fix their remuneration.
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass the following resolution as an Ordinary resolution.
“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Gumanmal Vimal Chand Chordia (DIN: 03446848), who was appointed as an Additional Director of the Company with effect from September 03, 2016 by the Board of Directors and who holds office upto the date of this Annual General Meeting pursuant to section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director under section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, for a period of five years, not liable to retire by rotation”
“RESOLVED FURTHER THAT the any one of the Director of the Company, be and is hereby authorized to sign necessary forms and do all such acts, deeds, things as may be required to give effect to the above resolution.”
By Order of the Board
For RCL FOODS LIMIETD
Place: Chennai
Date: 25.11.2016
Sd/-
NITESH R LODHA
Chairman & Director
DIN: 01748000
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NOTES
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy and proxy need not be a member. The proxies should be lodged with the company not later than 48 hours before the time fixed for the commencement of the meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or shareholder.
2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to special business to be transacted at the Annual General Meeting is annexed hereto.
3. Revenue stamp should be affixed on the Proxy form. Forms which are not stamped are liable to be considered invalid. It is advisable that the Proxy holder‟s Signature may also be furnished in the Proxy Form, for identification purpose.
4. Corporate members intending to send their authorized representatives to attend the AGM are requested to send to the Company a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the AGM.
5. The register of members and share transfer of the company will remain closed from 02.02.2017 to 08.02.2017 (Both days inclusive).
6. The members are requested to intimate to the Company and or to its Registrar & Share Transfer Agent M/s. Cameo Corporate Services Limited, No.2, Club House Road, Chennai – 600 002 for changes, if any, in their registered address along with Pin Code Number.
7. Members are informed that copy of annual report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the annual report to the meeting.
8. Members are requested to quote their Folio Number, email ID, mobile numbers in all correspondences with the Company.
9. Details under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.
10. Voting through electronic means:
In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed there under, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services (India) Limited (CDSL), on all resolutions as set forth in this Notice.
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Saturday the 4th day of February 2017 (09.00 a.m. IST) and ends on Tuesday the 7th day of February, 2017 (05.00 p.m. IST). During this period shareholders‟ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday the 1st day of February 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
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For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.(Sequence number has been provided as Serial Number (SL NO.) in the Address Label In case the sequence number is less than 8 digits enter the applicable number of 0‟s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat Bank Details account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant “RCL FOODS LIMITED” on which you choose to vote.
(xiii) 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.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) 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.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Note for Non – Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts 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 favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
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Other instructions:
(a) The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. Wednesday 1st February, 2017.
(b) Mr. Balu Sridhar, Practicing Company Secretary (Membership No.F5869) has been appointed as the scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
(c) The Scrutinizer shall after the conclusion of voting at the general meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of atleast two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer‟s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall counter sign the same and shall declare the results forthwith.
(d) The results declared along with the Scrutinizer‟s Report shall be placed on the website of CDSL and shall be immediately forwarded to the Stock exchange in which the shares of the Company are listed.
Information about director seeking appointment / re-appointment in this annual general meeting in respect of item No.2 & 4 above (in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
Name Of The Director Ms. Kushbu Mr. Gumanmal Vimal Chand Chordia
Date of Birth 02.04.1989 01.10.1966
Date of Appointment on the Board as a Director 30.03.2015 03.09.2016
Qualification M.B.A Higher Secondary
List of Outside Directorships held RCL Retail Limited RCL Retail Limited
Chairman / Member of the committees of the Board Nil Chairman in AC & NRC and Member of Directors of other company in SRC
No of shares held in company Nil Nil
AC – Audit Committee
NRC – Nomination & Remuneration Committee
SRC – Stakeholders Relationship Committee
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ITEM NO.04:
Mr. Gumanmal Vimal Chand Chordia was appointed as an Additional / Independent director of the Company w.e.f September 3, 2016, pursuant to Section 149, 161 and other applicable provisions of the Companies Act, 2013. He has 25 years of experience in the field of finance and debt syndication. In terms of Section 161 of the Act, he holds office upto the date of ensuing Annual General Meeting and is eligible to continue as Director of the Company. The Company had received consent from him in form DIR 2 and declaration in form DIR 8 in terms of Section 164 of the Act. The Company has also received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Gumanmal Vimal Chand Chordia for the office of Director of the Company. Mr. Gumanmal Vimal Chand Chordia has given a declaration that he meets the criteria of independence as provided under Section 149(7) of the Act.
In the opinion of the Board, Mr. Gumanmal Vimal Chand Chordia fulfills the conditions specified in the Act and rules made there under for his appointment as an Independent Director of the Company and is independent of the management. The Board considers that his association would be of immense benefit to the Company and it is desirable to continue to avail services of Gumanmal Vimal Chand Chordia as an Independent Director. Accordingly, the Board recommends the resolution in relation to confirmation of appointment of Gumanmal Vimal Chand Chordia as an Independent Director, for the approval by the shareholders of the Company. In terms of provisions of Section 149(13) of the Companies Act, 2013, Mr. Gumanmal Vimal Chand Chordia shall not be liable to retire by rotation.
Except Mr. Gumanmal Vimal Chand Chordia, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 04. This Explanatory Statement may also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchange.
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DIRECTORS REPORT
Dear Shareholders,
Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with Audited accounts for the year ended 31.03.2016.
1. FINANCIAL RESULTS:
The financial results for the year ended 31.03.2016 and for the previous year 31.03.2015 are as under:
PARTICULARS March 31, 2016 March 31, 2015
Income 15,626,387 15,305,721
Less: Expenditure 17,317,377 19,645,010
Profit before depreciation & Tax (16,90,990) (43,39,289)
Less: Depreciation 28,73,912 17,51,078
Profit before tax (45,64,902) (60,90,367)
Less: Current tax
Less: Deferred Tax (4,08,896) (2,16,845)
Profit after Tax (41,56,007) (58,73,522)
2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Manufacturing and Trading of ready to eat food products and processed foods. There is no change in the nature of business during the year under review.
3. DIVIDEND:
In view of losses, your Directors do not recommend any dividend for the year.
4. DEPOSITS:
The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.
5. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 for the year ended 31.03.2016 is attached as Annexure “A”.
6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture company. Hence, the reporting under this clause does not arise.
7. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company‟s financial position have occurred between the end of the financial year of the Company and the date of this report.
8. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
During the year under review, the Company had invested in securities to an extent of Rupees Twenty Lakhs and the loans advanced is within the limits obtained in the Annual General Meeting held on December 31, 2014.
9. SHARE CAPITAL:
The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.
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10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company‟s operations in future.
11. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors of the Company comprises Four Directors of which two are Non-Executive Independent Directors and two are Non- Executive Promoter Directors.
Appointment / Re-Appointment:
In terms of Section 152 of the Companies Act, 2013, Ms. Kushbu, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her continuation as Director of the Company.
The Board of Directors has appointed Mr. Gumanmal Vimal Chand Chordia as an Additional / Independent Director of the Company with effect from September 03, 2016. Pursuant to Section 161 of the Act, he holds office upto the date of ensuing Annual General Meeting and is eligible to continue as Director of the Company. The shareholders are requested to continue his appointment as an Additional / Independent Director of the Company for a term of five years not liable to retire by rotation.
Resignation:
Mr. Pramod Kumar Agarwal resigned from the Board with effect from 04.06.2016. The board expresses its sincere appreciation for the contribution made by him during his tenure as Director of Company.
Key Managerial Personnel:
Mr. Prabhakaran Ramkumar, CFO, tendered his resignation w.e.f. 10.09.2015. The Company had appointed Mr. Shreyans Lodha as Chief Financial Officer (CFO) with effect from 23rd November, 2015.
B. MEETINGS OF BOARD OF DIRECTORS During the year under review, the Board of Directors met 10 times on 17.04.2015, 15.05.2015, 22.06.2015, 17.07.2015, 25.08.2015, 10.09.2015, 28.10.2015. 14.11.2015, 23.11.2015 and 15.02.2016 and the gap between two Board meetings were not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:
S.No Name of the Designation & No. of Meetings in the Attended No. of other No. of Directors Category year 2015-16 23rd AGM Directorship in other Membership / Public/ Private Chairmanship in Companies Other Companies Board Committee Held Attended
1 Mr. Nitesh R Lodha Director (NED) 10 10 Yes 3 2
2 Mr. Kushal Jain Director (NEID) 10 10 Yes 1 Nil
3 Ms. Kushbu Director (NED) 10 10 No 1 Nil
4 Mr. Pramod Kumar Director (NEID) 10 10 Yes Nil Nil Agarwal *
5 Mr. Gumanmal Director (NEID) 0 0 NA 1 3 Vimal Chand Chordia **
* Resigned from the Board w.e.f. 04.06.2016
** Appointed w.e.f. 03.09.2016
In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.
C. AUDIT COMMITTEE The Audit committee of your company comprises of three members and the committee met 5 (Five) times on 15.04.2015, 13.08.2015, 14.11.2015, 28.10.2015 and 15.02.2016. The composition of the Audit Committee and details of meeting held are provided hereunder: 7
Name of Directors Designation Category No. of Meetings
Held Attended
Mr. Kushal Jain Chairman Non executive & 5 5
Independent director
Mr. Nitesh R Lodha Member Non-executive director 5 5
Mr. Pramod Kumar Member Non-executive independent 5 5 Agarwal director
The terms of reference of the Audit committee covers the matter specified under Section 177 of the Companies Act, 2013 and SEBI (LODR Regulations), 2015.
D. NOMINATION & REMUNERATION COMMITTEE The Nomination & Remuneration committee of your company comprises of four members and the committee met one time on 23.11.2015 The Nomination & Remuneration committee consists of the following members.
Name of Directors Designation Category No. of Meetings
Held Attended
Mr. Kushal Jain Chairman Non-executive & 1 1
Independent director
Ms. Kushbu Member Non executive director 1 1
Mr. Pramod Kumar Member Non-executive & 1 1 Agarwal * Independent director
Mr. Gumanmal Vimal Member Non-executive & 0 0 Chand Chordia ** Independent director
* Resigned from the Board w.e.f. 04.06.2016
** Appointed w.e.f. 03.09.2016
The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees; Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration; Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
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E. STAKEHOLDERS RELATIONSHIP COMMITTEE a. The Stakeholders Relationship Committee is to look after transfer of shares and the investor‟s complaints, if any, and to redress the same expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. One meeting of the Committee was held during the year under review. The Stakeholders relationship committee consists of the following members:
Name of Directors Designation No. of Meetings
Held Attended
Mr. Kushal Jain Chairman 1 1
Mr. Pramod Kumar Agarwal * Member 1 1
Mr. Nitesh R Lodha Member 1 1
Mr. Gumanmal Vimal Chand Chordia ** Member 0 0
* Resigned from the Board w.e.f. 04.06.2016
** Appointed w.e.f. 03.09.2016 b. The number of investor complaints received during the year is NIL c. The number of investor complaints not solved to the satisfaction of Shareholders is NIL d. The number of pending complaints as on date is NIL
NAME, DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:
Mr. Nitesh RLodha –Compliance Officer
RCL Foods Limited
200-A Madhavaram High Road,
Madhavaram, Chennai 600 060
F. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards‟ performance, performance of the Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.
G. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:
All the Independent directors of the Company have given declarations under Section 149 of the Companies Act, 2013, that they meet the criteria of independence
H. DIRECTORS‟ RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on going concern basis. 9