To
The Members,
MISHTANN FOODS LIMITED
1.STATE OF AFFAIRS OF THE COMPANY
The Company is primarily engaged in the agricultural business i.e manufacturing,
processing & trading of rice, wheat, other food grains and salt.
2.FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Gross Sales/Income |
650,43,16,779 |
498,58,86,777 |
Depreciation |
79,82,793 |
94,80,226 |
Pro t/(Loss) before Tax |
76,81,38,361 |
47,26,94,403 |
Less: Taxes/Deferred Taxes |
26,89,12,613 |
15,85,66,980 |
Pro t/(Loss) After Taxes |
49,92,25,748 |
31,41,27,423 |
P& L Balance b/f |
49,92,25,748 |
31,41,27,423 |
Pro t/ (Loss) carried to Balance Sheet |
49,92,25,748 |
31,41,27,423 |
Above mentioned gures are derived from audited Standalone Balance Sheet for the nancial
year ended 31st March, 2023.
The total income for the nancial year ended March 31, 2023 stood at Rs. 650,43,16,779
as against the corresponding gures of previous nancial year which stood at Rs.
498,58,86,777 representing growth of 30.45%. The Standalone Pro t Before Tax (PBT) for the
nancial year ended March 31, 2023 stood at Rs. 76,81,38,361 as against the corresponding
igures of previous nancial year which stood at Rs. 47,26,94,403.
3.BUSINESS DEVELOPMENT
During the year under review, besides Basmati Rice which has been the forte of the
company, the company has also consolidated its position in the edible common Salt market
by introducing varieties viz. ROCK SALT and CRYSTAL SALT across
all the markets under its brand name. Through this measure, the products of the company
have penetrated all the major markets in the country and made a mark of its own. The
company proposes to extend its business worldwide by incorporating its wholly owned
subsidiaries in the renowned economic zones of the United Arab Emirates, Republic of
Singapore and United States of America. The incorporation of the same will be completed in
the next scal year. Because of these exemplary steps and growth trajectory of the Company,
"Shri Hiteshkumar Guarishankar Patel- Managing Director of the Company was awarded
with Business Transformation Leaders 2022 Award organized by the The
Economic Times & Times Interact.
4. SHARE CAPITAL
During the year under review, the Company has increased its
Authorised share capital twice, through Postal Ballot.
i. Change in authorised capital of the Company from 50,00,00,000 (Fifty Crores Rupees
only) consisting of 50,00,00,000 (Fifty Crores) Equity Shares of 1/- (Rupee One) each to
100,00,00,000 (One Hundred Crores Rupees only) consisting of 100,00,00,000 (One Hundred
Crores) Equity Shares of 1/- (Rupee One) each., E-voting of the said postal ballot started
on 24th April, 2022 and ended on 24th May, 2022 and result of which declared on 25th May,
2022 with scrutinizer's report.
ii. Change in authorised capital of the Company from 100,00,00,000 (One Hundred Crores
Rupees only) consisting of 100,00,00,000 (One Hundred Crores) Equity Shares of 1/- (Rupee
One) each to 130,00,00,000 (One Hundred and Thirty Crores Rupees only) consisting of
130,00,00,000 (One Hundred and Thirty Crores) Equity Shares of 1/- (Rupee One) each.,
E-voting of the said postal ballot started on 8th February, 2023 and ended on 9th March,
2023 and result of which declared on 13th March, 2023 with scrutinizer's report.
During the year under review, the Company has allotted Bonus Issue 1:1 by issuing
50,00,00,000 (Fifty Crores Only) Equity shares of Rs. 1 each amounting to Rs. 50,00,00,000
(Fifty Crores Only) out of Free Reserves as per Financial Statements of the Company as on
31st march, 2022. The paid-up share capital of the company as on date is Rs. 100,00,00,000
(One Hundred Crores Only). As on 31st March, 2023 none of the Directors of the Company
hold instruments convertible into Equity Shares of the Company.
1. DIVIDEND
The Board of Directors has recommended a Final Dividend @ Rs. 0.001/- per share (i.e.
0.1%) on equity shares of face value of Rs. 1/- each for the Financial Year ended March
31, 2023, subject to the approval of the shareholders in the ensuing Annual General
Meeting. The Dividend Distribution Policy of the Company can be accessed at
http://www.mishtann.com/uploads/speci cation/Dividend%20Di stribution%20Policy.pdf
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
Shareholders. The Company shall, accordingly, make the payment of the nal dividend after
deduction of tax at source, wherever applicable.
TRANSFER OF UN-CLAIMED DIVIDENDS
6. GENERAL RESERVES
During the year under review Rs. 49,92,25,748/- has been
transferred to General Reserves.
7. CHANGE IN NATURE OF BUSINESS
During the Financial Year 2022-23 the Company has not commenced any new business nor
discontinued/sold or disposed of any of its existing businesses or hived off any segment
or division.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES
During the year under review, the company has incorporated new Wholly-owned Subsidiary
of the Company i.e. Grow and Grub Nutrients FZ-LLC in U.A.E. on 19th April, 2023.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTED AND RESIGNED DURING THE YEAR
Mr. Hiteshkumar Patel, Managing Director (DIN: 05340865) and Mr. Keval Bhatt,
Non-Executive and Non-Independent Director (DIN: 07620270), retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
The term of appointment of Mr. Navinchandra Dahyalal Patel, Whole-Time Director (DIN:
05340874) of the Company completed on 27th August, 2022. The Board of Directors at their
Meeting convened on 7th September, 2022 approves his reappointment and remuneration for
the term of ve years with effect from 28th August, 2022 to 27th August, 2027 subject to
the approval of the shareholders at the ensuing General Meeting
10. PARTICULARS OF EMPLOYEES & EMPLOYEE
REMUNERATION
Information as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as
Annexure A and forms part of this report.
None of the employees of the Company drew remuneration in excess of the limits set out
in the said rules during the year. No employee was in receipt of remuneration during the
year or part thereof which, in the aggregate, at a rate which is in excess of the
remuneration drawn by the managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company. Hence, no information is required to be furnished as
required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
11. BOARD MEETINGS
During the year, Seven Board Meetings were duly held. The details of which are given in
the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
BOARD COMMITTEES
The Board has following Committees, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee (constituted on 11th July, 2022)
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
12. POLICIES
In pursuance of the Act and the Listing Regulation, the following policies have been
framed and disclosed on the Company's website www.mishtann.com
I. Board Diversity Policy ii. Nomination and Remuneration Policy iii. Policy for
determining Material subsidiaries iv. Policy on preservation of docs v. Related Party
Transactions Policy vi. Terms and conditions of appointment of Independent Directors vii.
Whistle Blower Policy viii. Familiarization program for Independent Directors ix. Fair
Disclosure Code x. Policy on archival of Documents xi. Policy for determination of
materiality xii. Corporate Social Responsibility Policy xiii. Risk Management Policy xiv.
Dividend Distribution Policy
13. FORMAL ANNUAL EVALUATION
Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with
Regulation 17 of the listing regulations, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
its Committees. A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of speci c duties, obligations and governance. A separate
exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the Independent Directors was
carried out by the entire Board. The Directors expressed their satisfaction with the
evaluation process.
14. STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTOR(S)
Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company
has received the declarations from all the independent directors con rming the fact that
they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies
Act, 2013.
The Independent Directors have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct
formulated by the Company as hosted on the Company's Website i.e. www. Mishtann.com.
The Board is satis ed of the integrity, expertise, and experience (including pro ciency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Quali cation of Directors) Rules, 2014, as amended, Independent Directors
of the Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.
15. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The salient features of Nomination & Remuneration Policy of the Company
is disclosed in the Corporate Governance Report the web address of the Nomination and
Remuneration policy is http://www.mishtann.com/uploads/speci
cation/nomination-and-remuneration-policy.PDF
16. AUDIT AND AUDITORS
STATUTORY AUDITORS
1. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules
made thereunder, M/s. J.M. Patel & Bros., Chartered Accountants, Ahmedabad (Firm
Registration No. 107707W) were appointed as Statutory Auditors of the Company for period
of 5 years, to hold of ce upto the conclusion of 43rd Annual General Meeting of the
Company.
The Auditors' Report for the nancial year 31st March, 2023 is unmodi ed, i.e. It does
not contain any quali cation, reservation, adverse remark or disclaimer.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company during the nancial year under review.
SECRETARIAL AUDITOR
IPursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries, Ahmedabad to undertake the
Secretarial Audit of your Company for the nancial year 2022-2023. The Secretarial Auditor
Report u/s 204 of the Companies Act, 2013 in the Format MR-3 is annexed to this Report as
Annexure - B
There has been no quali cation, reservation, adverse remark or disclaimer given by the
Secretarial Auditors in their Report except the following:
Details of compliance/ non-compliance/ late compliance / late submissions for various
regulations of SEBI (LODR) 2015 during the year 31/03/2023 and the penal actions if any
taken by the stock exchanges against the company and payment of penalty if any made by the
company.
Compliance Requirement (Regulations/ circulars / guidelines
including speci c clause) |
Regulation/ Circular No. |
Deviations |
Action Taken by |
Type of Action Advisory / Clari cation/ Fine / Show Cause Notice/
Warning, etc. |
Details of Violation |
Fine Amount |
Observa tions / Remarks of the Practicing Company Secretary |
Management Response |
Remarks |
1. Notice for Non- |
Regulation |
Non-Comp |
Penalty |
Penalty Letter |
Non-Com |
182000 |
Company |
Company has |
Waiver |
Compliance |
21(2) |
liance with |
Impos |
(Show Cause |
pliance |
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has Made |
made waiver |
Application |
with Regulation |
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Constitution |
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Notice) |
with Cons |
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the Waiver |
application to |
is been |
21(2) of SEBI |
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2. Notice for Non- |
Regulation |
Delay |
Penalty |
Penalty Letter |
Non-Com |
35400 |
Company |
Company has |
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Compliance |
23(9) |
Submission |
Impos |
(Show Cause |
pliance |
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has paid |
made waiver |
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with |
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with |
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the Penalty |
application |
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3. Notice for Non- Regulation |
Delay |
Penalty |
Penalty Letter |
Delay in |
18360 |
Company |
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Compliance 13(1) |
Submission |
Impos |
(Show Cause |
Submissi |
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has paid |
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with |
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Notice) |
on of I |
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the Penalty |
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nvestor |
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which is |
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Grievance |
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imposed |
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4. Notice for Non- Regulation |
Delay |
Penalty |
Penalty Letter |
Delay in |
49680 |
Company |
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Compliance 13(1) |
Submission |
Impos |
(Show Cause |
Submis |
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has paid |
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with Regulation |
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Notice) |
sion of |
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the Penalty |
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Investor |
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which is |
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Regulations, |
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11, 2022 |
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on Note |
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to |
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In accordance with the SEBI Circular dated February 8, 2019 read with Regulation 24A of
SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report
from M/s. Kamlesh M. Shah, Practising Company Secretaries, con rming compliances with all
applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2023
17. INTERNAL AUDIT & CONTROLS policy is
The company has appointed Mr. Gaurang Khatri as an internal auditor for FY 2022-2023,
the accounting and other system have been designed in such a manner that review of entire
process for safeguarding the assets of the company, its operational ef ciency, and
effectiveness of the systems are taken care of properly. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational ef
ciency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditors ndings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit Committee on an ongoing
basis to improve ef ciency in operations.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Your Company has in place adequate internal nancial controls commensurate with its
size, scale and operations. Such controls have been assessed during the year under review
taking into consideration the essential components of internal controls stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India. Based on the results of such assessments
carried out by the management, no reportable or signi cant de ciencies, no material
weakness in the design or operation of any control was observed. Nonetheless your Company
recognizes that any internal control framework, no matter how well designed, has inherent
limitations and accordingly, regular audits and review processes ensure that such systems
are re-enforced on an ongoing basis. The internal nancial controls with reference to the
Financial Statements are commensurate with the size and nature of business of the Company.
18. EXTRACT OF ANNUAL RETURN
The Annual Return for nancial year 2022-23 as per provisions of the Act and Rules
thereto, will be available on the Company's website at
http://www.mishtann.com/relation.php?category=annual-return
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
SEBI, vide its circular dated 10th May, 2021, made Business Responsibility and
Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market
capitalization) from nancial year 2023.
Your Company not being covered under top 1000 companies,
BRSR is not applicable to it.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The web link of Vigil Mechanism Policy on the website of the Company is
http://www.mishtann.com/relation.php?category=disclosures-and-policies
21. RISK MANAGEMENT
IThe Risk Management Policy as per provisions of the Act and Rules thereto and
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, will be available on the Company's website at http://www.mishtann.com/uploads/speci
cation/RISK%20MANA GEMENT%20POLICY-1.pdf
IThe Risk Management Committee held its meetings on
11.07.2022 and 30.03.2023 in which all members were present.
22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Financial Year 2022-2023 there were no Material changes occurred subsequent
to the close of the nancial year of the Company to which the balance sheet relates and the
date of the report.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the nancial year under review, no signi cant and material orders were passed by
the Indian Regulators or Courts or Tribunals that would impact the going concern status of
the Company and its future operations.
24. PUBLIC DEPOSITS
Your Company has not accepted / renewed any deposits from the
public during the Financial Year 2022-2023.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186
Particulars of loans given, investments made, guarantees and securities provided under
section 186 of the Companies Act, 2013 are provided in the notes of Standalone Financial
Statement.
26.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
All transactions executed by the Company during the nancial year with related parties
were on arm's length basis and in ordinary course of business. All such related party
transactions were placed before the Audit Committee for approval, wherever applicable.
Particulars of the contracts or arrangement with related parties referred into Section 188
(1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as Annexure
- C.
27.CORPORATE GOVERNANCE
The Company has been proactive in the following principles and practices of good
corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on
Management Discussion and Analysis and the Corporate Governance practices followed by the
Company and the Auditors Certi cate on Compliance of mandatory requirements are given as
an Annexure - D respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has taken
adequate steps to ensure that the requirements of Corporate Governance as laid down in
Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock Exchange, the Corporate Governance Report, Management Discussion and
Analysis and the Auditor's Certi cate regarding compliance of conditions of Corporate
Governance are attached separately and form part of the Annual Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of
the SEBI Listing Regulations is annexed to the report.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has only one female Employee, it is beyond the practicality to constitute a
local compliance committee but a system has been put in place to protect Female
Employee(s) from sexual harassment. During the year Company has not received any complaint
of harassment.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, pursuant to Section 134(3)(m) of the Companies Act 2013 read
with the Rule 8 of Companies (Account) Rules, 2014 is given in Annexure -
E.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 read with Schedule VII of the
Companies Act 2013, the Board has constituted Corporate Social Responsibility Committee.
The Annual Report on CSR activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is set out as Annexure - F forming part of
this Report.
Brief terms of reference for the CSR Committee include:
1. To formulate a CSR policy which shall indicate activities to be
undertaken by the Company.
2. To recommend the CSR policy to the Board.
3. To recommend the amount of expenditure to be incurred on the
activities.
4. To monitor the policy from time to time as per the CSR policy.
The complete policy of Corporate Social Responsibility is displayed on the company's
website at i.e. http://www.mishtann.com/uploads/speci cation/Mishtann%20F oods%20Limited-
%20Corporate%20Social%20Responsibility%20Policy.pdf
32. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the nancial year and of the
pro t and loss of the company for that period;
(c) The directors had taken proper and suf cient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going
concern basis; and
(e) The directors had laid down internal nancial controls to be followed by the company
and that such internal nancial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively
33.MAINTENANCE OF COST RECORDS
The Central Government has not speci ed for the maintenance of cost records under
section 148(1) of the Act for any goods sold or services rendered by the company.
34. LISTING WITH STOCK EXCHANGES
The Company has listed its Equity Shares on BSE Limited and
Metropolitan Stock Exchange of India Limited.
35. SECRETARIAL STANDARDS
The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the
Institute of Company secretaries of India relating to 'Meetings of the Board of Directors'
and General Meetings',
'Payment of Dividend' and 'Report of the Board of Directors'
respectively, have been duly followed by the Company.
36.OTHER DISCLOSURES
i. During the year under review, The Central Goods and Services Tax, Commissionerate,
Gandhinagar (Commissionerate) had initiated investigation against our Company
and our Promoter Hiteshkumar Gaurishankar Patel by conducting simultaneous inspection
under Section 67(1) of the CGST Act, 2017 at our factory and Registered Of ce. Pursuant to
the inspections, it was alleged that the Commissionerate gathered evidence regarding
supply of 'Basmati rice' of various quality/grades by our Company without payment of
applicable GST by wrongly availing the exemption provided under the Noti cation. No
02/2017 & 28/2017-CT (Rate) dated June 28, 2017 and September 22, 2017.
Pursuant to the above, the Commissionerate arrested our Promoter under Section
132(1)(a) of the CGST Act, 2017 and a criminal complaint was led by Superintendent,
Central GST &. Central Excise, Gandhinagar against our Company and our Promoter
Hiteshkumar Gaurishankar Patel before the Additional Chief Metropolitan Magistrate,
Ahmedabad under Sections 132 and 137 of the CGST Act/ GGST Act, 2017. Our Promoter has
been released on bail and the matter is currently pending.
ii. Due to a major outbreak of re at the Registered Of ce of our Company on May 6,
2022, a signi cant portion of the corporate, accounting, nancial, legal and other
statutory records, including but not limited to original and digital records of the
minutes of the meetings of the Board of Directors, its committees, Shareholders,
agreements executed with Directors, related parties, customers, suppliers and other
supporting documents and/or RoC lings of our Company post-acquisition until May 2022 were
destroyed. While statutory lings including RoC lings, certain minutes of meetings of Board
of Directors, its committees, Shareholders, etc., were available in the digital records
maintained by the RoC, however internal records such as Form MBP-1, Form DIR-8, signed
minutes of meetings of Board of Directors, its committees, Shareholders, agreements, etc.,
which were not required to be led with the RoC, were destroyed in the re and therefore
cannot be retrieved by our Company.
iii. The company's Rights Issue Committee of the Board of Directors, at its meeting
held on May 24, 2023 has considered and approved the Draft Letter of Offer dated May 24,
2023 (the Draft Letter of Offer) in relation to the rights issue of the
Company (the Issue) for an amount not exceeding 15,000 Lakhs, with Securities
and Exchange Board of India (SEBI) and with BSE Limited and Metropolitan Stock
Exchange of India Limited (the Stock Exchanges). The Draft Letter of Offer has
been led with SEBI for issuing of observations thereon and with the Stock Exchanges for
seeking their in-principle approval for the proposed Issue and listing of Equity Shares,
issued pursuant to the same. However, due to market conditions and strategic
considerations, the Board of Directors of the Company, at its meeting held on June 26,
2023 have approved the withdrawal of the DLOF, in consultation with the Lead Managers to
the Issue, namely, PNB Investment Services Limited and GYR Capital Advisors Private
Limited.
ACKNOWLEDGMENT
We thank our customers, vendors, dealers, investors, business associates and bankers
for their continued support during the year.
We place on record our appreciation of the contribution made by employees at all
levels. Our resilience to meet challenges was made possible by their hard work,
solidarity, co-operation and support.
|
For and on behalf of the Board |
|
Date: 05-09-2023 |
Hiteshkumar Gaurishankar Patel |
Navinchandra Dahyalal Patel |
Place: Ahmedabad |
Managing Director |
Director |
|
(DIN: 05340865) |
(DIN: 05340874) |
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