31032022
31032022
31032022
2021-2022
CORPORATEINFORMATION
SURENDRAKUMARKAUSHIK RAGISTERDOFFICE
IndependentDirector HimalayaFoodInternationalLimited
118, 1st Floor, 12 Gagandeep Building,Rajendra
NEELAMKHANNA Place, New Delhi-
IndependentDirector 110008www.himalayafoodcompany.com
Tel.: 011-45108609
SHAMSHERALI
ChiefFinancialOfficer(CFO) HEADOFFICE&PLANT
Village: Shubhkhera, paonta Sahib
Mamta Sharma Distt.Sirmour, HP-173025,
CompanySecretary (CS) Tel.: 01704-223494,
AUDITORS GUJARATPLANT
Sharma Kumar & Associates 215/A/1 Vadnagar-Redlaxmipura RoadAt-
CharteredAccountants Sultanapura,Ta-Vadnagar
Mehsana District,
BANKERS GujaratIndia,384355
StateBankofIndia,Stressed Asset
Management Branch, NewDelhi
Union Bank of India, Stressed Asset
Management Branch, Delhi
EximBank,Chandigarh
BankofBaroda,Zonal Stressed Assets
Recovery Branch, Ahmedabad
In May 2022 there was fire fueled by PU panels in Cold stores & ceilings that raged for 40 Hours and
gutted all processing facilities.
However the grace was; we could save all our workers & prevented explosion of huge storage of
Ammonia that could have spread across all surrounding villages.
Damage is Huge but We believe that Cosmos has pressed the Reset Button and burnt all our mistakes and
we can rebuild a better facility.
Himalaya is blessed with the ability to have endured multiple tragedies in last one decade without loosing
the courage & steam to propel into the hitherto elusive orbit of Great Success !
Immediately after the fire we swung in action and took these steps:
• We created quick small capacity to work 24/7 at Vadnagar plant to meet the backlog of huge
export orders.
• The Paonta frozen products Unit that was lying shut has been revived and will be in full
operations from this month.
We plan to use all cash generation to strengthen our working capital and use surplus to rebuild the Burnt-
out facility to house the 10 Ton Per Hour line for French Fries. The line was purchased few years back but
could not be put in operation earlier & is reflected as WIP ( work in progress) in our Balance Sheet.
We are confident to not only come out of the current situation created by Fire but shall enter the most
productive period in the history of the Company.
We appreciate and thank you for your patience and support in all upheavals.
We renew & reiterate our pledge to usher in the Golden Period of the Company within the next few
quarters.
Sincerely
&
With Warm Regards
For Himalaya Food International Limited
Sd/-
ManMohan Malik
Chairman
Ordinary Business:
1. To receive, consider and adopt the Standalone a nd C o nsoli da t ed Audited Financial Statements of
the Company for the year ended 31stMarch, 2022 and the Reports of the Board of Directors and
Auditors there on.
2. To appoint a director in place of Mr. Sanjiv Kumar Kakkar (DIN: 02434426), who retires by rotation in
terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-
appointment.
3. To ratify the resolutions passed in the previous AGM dated 29.09.2022 For the preferential issue of
Shares and Warrants to be issued to promoters and others, where in the disclosures of ultimate
beneficiary of the allotment of shares to the Private Limited company namely – M/s NEPZ Pack
Industries Private Limited and M/s Stable Packaging Pvt Ltd. Was not made as per the SEBI ICDR.
RESOLVED THAT as per SEBI guidelines need the ultimate beneficiary disclosure in respect of preferential
allotment t the company is hereby decided to approve and ratify the U.B.O disclosure, subject to the
shareholder approval, for the followings allottees namely – M/s NEPZ Pack Industries Private Limited and M/s
Stable Packaging Pvt Ltd.
FURTHER RESOLVED THAT any of the directors or compliance officer of the company be and is hereby
authorised to provide documents to government authorities like SEBI, ROC etc.
Special Business:
To consider and if thought fit to pass with or without modification (s) the following resolution as
a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 42 and Section 62(1)(c) of the
Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules,
2014 and other applicable provisions, if any (including any statutory modifications(s) or re-
enactment thereof, for the time being in force), and subject to the provisions of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
(“SEBI (ICDR) Regulations”), Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended up to date (“Listing Regulations”), the
Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers)
Regulations, 2011, as amended (the “Takeover Regulations”) as in force and subject to other
applicable rules, regulations and guidelines of Securities and Exchange Board of India (“SEBI”)
and/or the stock exchanges where the shares of the Company are listed and enabling provisions
of the memorandum and articles of association of the Company and subject to requisite
approvals, consents, permissions and/ or sanctions of regulatory and other appropriate
authorities, as may be required and subject to such conditions as may be prescribed by any of
them while granting any such approvals, consents, permissions, and/ or sanctions (including but
“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 30th August 2022,
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.”
“RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of
the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules
framed thereunder, consent of the members of the Company be and is hereby accorded to increase the
Authorized Share Capital of the Company from Rs. 75,00,00,000/- (In Rupees Seventy-Five Crores
only) divided into 7,50,00,000(In Seven Crores Fifty Lac only) equity shares of Rs. 10/- (In Rupees ten
only) each to Rs. 1,000,000,000 /- (In One Hundred Crores only) divided into 10,00,00,000 (In Ten
Crores words only) equity shares of Rs. 10/- (In ten Rupees only) each by the creation of additional
2,50,00,000(Twenty Crores Fifty Lacs only) equity shares of Rs. 10/- (In ten Rupees only) each
ranking pari passu in all respect with the existing Equity Shares of the Company as per the
Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the
Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for
alteration of Clause V of the Memorandum of Association of the Company by substituting in its place
and stead the following:-
“V. The Authorised Capital of the Company is Rs. 1,000,000,000/- divided into 10,00,00,000 equity
shares of Rs. 10/- each with power to increase and/or reduce the capital of the Company as provided
in the Articles of Association of the Company.
”RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to
the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all
such steps as may be required in this connection including seeking all necessary approvals to give
effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this
regard.”
ManMohanMalik
Managing Director
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 31st 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 31st 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 theProxyFormand AttendanceSlip arenotannexedtothis 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 23, 2022 to
Thursday, September 29, 2022 (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 mentionedfor 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 tothe difficulties involved in dispatching of
physical copiesof the Annual Report comprising Financial Statements,Board’s Report, Auditor’s
Reports and other documentsrequired to be attached therewith, the Annual Report for 2021- 22 and
the Notice of this AGM are being sentonly through electronic mode to those Members whosee-mail
addresses are registered with the Company or theDepository Participant(s).
10. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of
the nameswill be entitled to vote.
11. The attendance of the Members attending the 31st AGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103oftheCompanies Act, 2013.
13. Members whose e-mail address are not registered are requested to register their e-mail address for
receipt of Notice of 31st AGM, Annual Report and login details for joining the 31st AGM through VC
facility including e-voting, by providing Name, folio number/ DPID&ClientID (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 2021-22, 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 thewebsite 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
BEETALFinancial&ComputerServicesPvtLtd., 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.comand on the website of CDSL
www.evotingindia.comimmediately. The results will also be communicated to National Stock
Exchange of India Limited and BSE Limited, where the shares of the Company are listed.
i) The remote e-voting period will commence on Monday, September 26, 2022 (IST 09:00 a.m.) and
will end on Wednesday, September 28, 2022 (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 22, 2022, may cast their vote by remote e-votingelectronically. 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 22, 2022.
ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
Pursua814nt 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
mode with CDSL arehttps://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
pageor 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
Bank your demat account or in the company records in order to login.
Details If both the details are not recorded with the depository or company, please enter the
OR Date of member id / folio number in the Dividend Bank details field as mentioned in
Birth (DOB) 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 tovote.
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.
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.
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 repliedto 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.RakeshDalvi, 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/-
ManMohanMalik
Managing Director
EXPLANATORYSTATEMENTINRESPECTOFTHESPECIALBUSINESSPURSUANTTOSECTION102OFTHECOMPAN
IESACT2013
ITEMNo.3
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 September 02, 2022 subject to necessary
approval(s), have approved the proposal for converting overdues of creditors by way of issue of 24,61,539
(Twenty four Lacs Sixty one Thousand five Hundred Thirty Nine) Equity shares having face value of Rs. 10/- each
at a price of Rs. 21.20/- per share at a premium of Rs. 11.20/- per share aggregating to Rs. 5,21,84,627/- (Rupees
Five Crore Twenty One Lakh Eighty Four Thousand Six Hundred Twenty Seve only) and upto 18,46,154 partially
paid up warrant adjusting the balance amount of Rs 1,89,04,451 ; balance due after allotment of 24,61,539 fully
paid shares to M/s. Doon Valley Foods Private Limited on preferential basis at Rs 21.20 per warrant as per the
price computed under SEBI guidelines in pursuant to Section 42 and Section 62 of Companies Act 2013 and SEBI
(Issue of Capital and Disclosure Requirements) Regulations 2009. The balance due amount of Rs 1,89,04,451 is
being adjusted against 18,46,154 warrants and constitutes 48.30% of the full amount. The balance amount of Rs
2,02,34,014 against warrants allotted at Rs 21.20 is payable in 18 months from the date of allotment.
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.
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:
issue of 24,61,539 (Twenty four Lacs Sixty one Thousand five Hundred Thirty Nine) Equity shares having face
value of Rs. 10/- each at a price of Rs. 21.20/- per share at a premium of Rs. 11.20/- per share aggregating to Rs.
5,21,84,627/- (Rupees Five Crore Twenty One Lakh Eighty Four Thousand Six Hundred Twenty Seve only) and
upto 18,46,154 partially paid up warrant adjusting the balance amount of Rs 1,89,04,451 ; balance due after
allotment of 24,61,539 fully paid shares to M/s. Doon Valley Foods Private Limited on preferential basis at Rs
21.20 per warrant as per the price computed under SEBI guidelines in pursuant to Section 42 and Section 62 of
Companies Act 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009. The balance due
amount of Rs 1,89,04,451 is being adjusted against 18,46,154 warrants and constitutes 48.30% of the full amount.
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.
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
(b) 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 Two (2) weeks preceding the Relevant Date.
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 30th August 2022 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:
Name & address of proposed Categor PAN No. Identity of ultimate beneficial owners
Allottees y
Doon Valley Foods Private Promot AACCD1490J 1. Man Mohan Malik
LimitedC/oHimalya International er 2. Sanjiv Kakkar
Limited, Village Shubhkhera
Paonta Sahib Sirmaur HP
173025IN
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.
13. The Shareholding Pattern of the Company before and after the allotment of securities under the
preferential issue:
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 -
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.
4. EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ANNEXED TO THE NOTICE DATED JANUARY 11, 2021.
The present Authorised Share Capital of the Company is Rs. 75,00,00,000 (Rupees Seventy-Five crore)
comprising of 7,50,00,000(In Seven Crores Fifty Lac only)) Equity Shares of Rs.10/- each. Considering the
increased fund requirements of the Company,
the Board at its Meeting held on 02nd September, 2022, had accorded its approval for increasing the Authorised
Share Capital from Rs. hereby accorded to increase the Authorized Share Capital of the Company from Rs.
75,00,00,000/- (In Rupees Seventy-Five Crores only) divided into 7,50,00,000(In Seven Crores Fifty Lac only)
equity shares of Rs. 10/- (In Rupees ten only) each to Rs. 1,000,000,000 /- (In One Hundred Crores only) divided
into 10,00,00,000 (In Ten Crores words only) equity shares of Rs. 10/- (In ten Rupees only) each by the creation
of additional 2,50,00,000(Twenty Crores Fifty Lacs only) equity shares of Rs. 10/- (In ten Rupees only) each
ranking pari passu with the existing Equity Shares in all respects as per the Memorandum and Articles of
Association of the Company.
Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the
changed Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of
Memorandum of Association of the Company requires approval of members at a general meeting. A copy of the
Memorandum of Association of the Company duly amended will be available for inspection in the manner
provided in the note no. 8 to this Notice. None of the Directors or Key Managerial Personnel of the Company or
their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.
The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an
Ordinary Resolution.
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 asunder:
Terms and Conditions of Executive Director, liable to retire by Non-Executive Independent Director,not
appointment/reappointment rotation. liable to retire by rotation.
30 year experience in marketing. He is Mr. Kaushik, have very rich experience
Experience &Expertise promoter director of the company. He of more than 37 years in the Banking
looks the US Marketing of the company. 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.
Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Financial
Statement for the year ended 31stMarch, 2022.
1. GENERALINFORMATION
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. FINANCIALRESULTS
TheCompany’sfinancialperformancefortheyearalongwithpreviousyear’sfiguresisgivenhereunder:
(Rs.inLacs)
Particulars Financial Year Financial Year
ended31.03.2022 ended31.03.2021
FinanceCost 35 23
Depreciation 674 1046
Profit/(Loss)beforeExceptionalItemsandTax 1137 122
Less:ProvisionforW/oofClaims 0 0
Profit/(Loss)beforeTax 9492 122
DeferredTax(Assets)/Liability 0 (130)
Profit/(Loss)fortheyear 9492 252
3. RESULTSOFOPERATIONSANDSTATEOFCOMPANY’SAFFAIRS
During the year under review, the total income from operation of your Company was Rs. 6259 Lacs as compared to
Rs. 5636 Lacs in the previous year. The net profit of the company for the current financial year is of Rs. 9492Lacs as
compared to profit 252 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 2021-22.
5. TRANSFERTORESERVE
6. TRANSFEROFUNCLAIMEDDIVIDENDTOINVESTOREDUCATIONANDPROTECTIONFUND
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.
Mr Sanjiv Kumar Kakkar (DIN: 02434426), Executive Director of the Company shall be retire by rotation atthe ensuing
Annual General Meeting and being eligible, offers themselves for re appointment. Your Directors have recommended his
re-appointment. Brief profile of Mr. Sanjiv Kumar Kakkar is given in the Annexure –A of AGM Notice.
8. NUMBEROFBOARDMEETINGSCONDUCTEDDURINGTHEYEAR
The Company had four Board meetings during the financial year under review.
9. AUDITCOMMITTEE
10. NOMINATIONANDREMUNERATIONCOMMITTEE
The Nomination and Remuneration Committee during the year consist of 3 members:-
1. Mr. Sunil Kumar Kherra
2. Mr. Surendra Kumar Kaushik
3. Mrs. Neelam Khanna
More details on the committee are given in Corporate Governance Report.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:
The information required under the provisions of section 134(3)(m)of the Companies Act,2013read with Rule8(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
moreenergyefficient.TheoperationsoftheCompanyarenotenergyintensive.Companyuseagrowastetofireboilers.
Particulars(AccrualBasis) Amount(InLaks)
In flow foreign Exchange 3412
Out flow foreign Exchange NIL
12. PARTICULARSOFLOANSGIVEN,INVESTMENTSMADE,GUARANTEESGIVENANDSECURITIESPROVIDEDUNDE
RSECTION 186 OFTHECOMPANIES ACT,2013
There were no loans, guarantees or investments made by the Company under Section186 of the Companies Act, 2013
during the year and hence the said provision is not applicable.
13. PARTICULARSOFCONTRACTSORARRANGEMENTSMADEWITHRELATEDPARTIES
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
there to have been disclosed in FormNo.AOC-2, annexed.
14. AUDITORSANDAUDITREPORT
a. STATUTORYAUDITORS:
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. AUDITORSREPORT:
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. SECRETARIALAUDITOR
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
RBS & Co.a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year ended March31,2022. The Secretarial Audit Report is annexed here with as Annexure.
There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and
except disclaimer made by them in discharge of their professional obligation.
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.
15. EXTRACTANNUALRETURN
The extracts of Annual Return pursuant to the provisions of Section92 read with Rule12 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
16. DIRECTORSRESPONSIBILITYSTATEMENT
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, 2022, 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
theCompany as at 31st March, 2022 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 theprovisions 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
FinancialControls were operating effectively during the Financial Year ended 31st March, 2022;
(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, 2022.
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.
18. 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.
19. BOARDEVALUATION:
The performance valuation of the individual Directors including chairman of Board was done inaccordance with
The provision of the Company Act, 2013.
20. VIGILMECHANISM/WHISTLEBLOWERPOLICY
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
companyhttps://cdn.shopify.com/s/files/1/2290/3477/files/Vigil_Mechanism_cum_Whistle-Blower-Policy.pdf
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of
Conduct for the F. Y. 2021-22.
As per Section 135 of the Companies Act, 2013, The net profit of the financial year 2021-22 is 95.24 crore (more than
five crore ) but the amount to be spent by a company on CSR activities is in negative because Company have profits of
Rs. 252 Lakhs in FY 20-21 and Rs. 992 Lakhs in FY 2019-20 and Net loss 6954 Lakhs in FY 2018-19.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.
22. MANAGERIALREMUNERATION
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 withrule5,
sub-rule2 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.
23. SHARECAPITAL
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 on
evote per share with same rights.
During the Year 2021-22, the company has not made any issue of equity shares with differential voting rights, Sweat
Equity Shares and employee stock option.
The company has filed the application to BSE for principal approval for preferential issue but still in the processing.
24. INTERNALFINANCIALCONTROL
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.
25. STATEMENTCONCERNINGDEVELOPMENTANDIMPLEMENTATION OF
RISKMANAGEMENTPOLICYOFTHECOMPANY
Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the Listing Regulations, the Company has
in place 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
https://cdn.shopify.com/s/files/1/2290/3477/files/Risk_Management_Policy.pdf?v=1607146251
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.
27. 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.
29. NUMBER OF CASES FILED (IF ANY), AND THEIR DISPOSAL U/S 22 OF THE SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE (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 work place and for Prevention and redressal of such complaints. During the financial year
no case of Sexual Harassment were reported.
30. MAINTENANCEOFCOSTRECORDS
The provisions of section 148 (1) of the Companies Act, 2013 for maintenance of cost records is not applicable to the
Company.
31. 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/-
MANMOHANMALIK
Date:13.08.2022 Chairman cum Managing Director
Place: Poanta Sahib DIN:00696077
I. REGISTRATIONANDOTHERDETAILS:
CIN L70102DL1992PLC047399
Registration Date 30/01/1992
Name of the Company HIMALAYAFOODINTERNATIONALLIMITED
Category/Sub-Category of the Company Company Limited by Shares/Indian Non-Govt.
Company
Address of the Registered office and contact 118,1stFloor,12GagandeepBuilding,RajendraPl
details ace,NewDelhi-110008
PhoneNo.0170-4223494
EmailID:[email protected]
Whether Listed Company Yes/No Yes
Name, Address and Contact details of Registrar and Beetal Financial & Computer Services Pvt.
Transfer Agent, if any Ltd,BeetalHouse,3rdFloor,99,Madangir,BehindLSC
,NewDelhi-110062
Ph.011-29961281
E-mail:[email protected]
II. PRINCIPALBUSINESSACTIVITYOFTHECOMPANY
Allthebusinessactivitiescontributing10%ormoreofthetotalturnoverofthecompanyshallbestated:-
III. PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATECOMPANIES
(2)Foreign
a)NRI-Individual - - - - -
b)Other-Individual - - - - -
c)BodiesCorp. 4868778 - 4868778 8.41 4868778 - 4868778 8.41 -
d)Banks/FI -
e)AnyOthers -
TOTALA2 4868778 - 4868778 8.41 4868778 - 4868778 8.41 -
Total
29246485 - 29246485 50.54 29246485 - 29246485 50.54 0.00
shareholdingof
Promoter (A1)
&(A2)
B.Public
Shareholding
1.Institutions - - - - - - - - -
a)MutualFunds - - - - - - - - -
b)Banks/FI - - - - - - - - -
c)CentralGovt - - - - - - - - -
d)StateGovt(s) - - - - - - - - -
e)VentureCapital - - - - - - - - -
Funds
f)Insurance - - - - - - - - -
Companies
g)FIIs - - - - - - - - -
h)ForeignVenture - - - - - - - - -
i)Others(specify) - - - - - - - - -
Sub-total(B)(1):- - - - - - - - - -
2.Non-Institutions
a)BodiesCorp. - - - - - - - -
i)Indian - - - - - - - - -
ii)Overseas - - - - - - - - -
b)Individuals - - - - - - - - -
i)Individual
shareholders
C.Sharesheldby - - - - - - - - -
Custodian
forGDRs&AD
Rs
ii) Shareholdingofpromoters
(iii) ChangeinPromoters’Shareholding(pleasespecify,ifthereisnochange)
- - - - - - -
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRsandADRs):
10 AKASH BAJAJ
Atthebeginningoftheyea 170350 0.29% 0.00%
r
Changes during 0.00% 236500 0.41%
theyear
Attheendoftheyear 0.00% 406850 0.70%
(v)ShareholdingofDirectorsandKeyManagerialPersonnel:57872884
V. INDEBTEDNESS
IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnotdueforpayment
(Rs.InLacs
)
Indebtedness at the beginning Secured Unsecured Deposits TotalIndebt
ofthefinancialyear Loansexcludin Loans edness
g
Deposits
i)PrincipalAmount 6,327 _ _ 6,327
ii)Interestduebutnotpaid - - - -
iii)Interestaccruedbutnotdue - - - -
Total(i+ii+iii) 6,327 - -
Change in Indebtedness during SecuredLoans Unsecured Deposits TotalIndebt
thefinancialyear Excludingdepo Loans edness
sits
*Addition - - - -
*Reduction 569 - - 569
NetChange 569 569
Indebtedness at the end of SecuredLoans Unsecured Deposits TotalIndebt
thefinancialyear Excludingdepo Loans edness
sits
i)PrincipalAmount 5,758 - - 5,758
ii)Interestduebutnotpaid 1135 - - 1135
iii)Interestaccruedbutnotdue - - - -
Total(i+ii+iii) 6,893 - - 6,893
VI. REMUNERATIONOFDIRECTORSANDKEYMANAGERIALPERSONNEL
A. RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager:
B. RemunerationtoOtherDirectors:
S. Particulars KeyManagerialpersonnel
No. ofRemunerati
on Surabhi Mamta Sharma CFO
Maheshwari(Previous
Company Secretary
Surabhi Maheshwari Mamta Sharma Shamsher Ali
1. Grosssalary 3,15,000 24,000 4,80,000
(a) Salary as per - -
provisionscontainedinsectio
n17(1)of
theIncome-taxAct,1961
(b)Value of perquisites u/s - - -
17(2)Income-taxAct,1961
VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES
B.DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C.OTHEROFFICERSINDEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
Sd/-
MANMOHANMALIK
Date:13.08.2022 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 2021-22 and should be read in conjunction with the respective
Financial Statements and notes thereon.
Global growth is expected to moderate from 5.9 in 2021 to 4.4 percent in 2022—half a percentage point lower for
2022 than in the October World Economic Outlook (WEO), largely reflecting forecast markdowns in the two largest
economies. A revised assumption removing the Build Back Better fiscal policy package from the baseline, earlier
withdrawal of monetary accommodation, and continued supply shortages produced a downward 1.2 percentage-
points revision for the United States. In China, pandemic-induced disruptions related to the zero-tolerance COVID-19
policy and protracted financial stress among property developers have induced a 0.8 percentage-point downgrade.
Global growth is expected to slow to 3.8 percent in 2023.
The Indian economy has fully recovered to the pre-pandemic real GDP level of 2019-20, according to the provisional
estimates of GDP released on May 31, 2022. Real GDP growth in FY 2021-22 stands at 8.7%, which is 1.5% higher than
the real GDP in FY 2019-20. These figures are associated with stronger growth momentum, indicating increased
economic demand. The investment rate in the fourth quarter increased to its highest level in the previous nine
quarters. Moreover, capacity utilization in the manufacturing sector rose in the fourth quarter, as against the third
quarter, implying a build-up in demand, which is consistent with the growth objectives of the Indian economy..
FOOD INDUSTRY:
The Indian food processing industry amounts to 32% of the country's aggregate food market. It contributes
approximately 8.80 and 8.39% of Gross Value Added (GVA) in Manufacturing and Agriculture, respectively, is 13% of
India's exports and 6% of aggregate industrial investment.
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.
During the year under review, the total income of your Company was Rs. 6550Lacs as compared to Rs.5824 Lacs in
the previous year.The net Profit of the company for the current financial year is of Rs.9524Lacs as compared to profit
of Rs. 252Lacs in the previous year. Company is now in recoverymodeand focusingon export business.
OUTLOOK:
The Company expects financial year 2021-22 to be a challenging year after Covid-19.Your Company reorganizing
mushroom operations in such a way which 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. Your Company’s 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.
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 mainly exposed to market risk (including liquidity risk), interest risk and credit risk.
While risk is an inherent aspect of any business, the Company is conscious of the need to have an effective monitoring
mechanism and has put in place appropriate measures for its mitigation including business portfolio risk, financial
risk, legal risk and internal process risk..
INTERNALCONTROLSYSTEMANDTHEIRADEQUACY:
Broadlytheinternalcontrolsandsystemsarebrokenupintofollowing areas:
1. FinancialSystemsandReporting
2. ManagementReporting
3. HRSystemsandReporting
4. SalesSystemsandReporting
5. CapitalAssetSystemsandReporting
6. OperationalFullfillmentSystemsandReporting
7. GeneralAdministrativeSystemsandReporting
8. KnowledgeManagementSystems
Forthesizeofthebusiness,mostofthesystemsareconsideredadequate.Duetothesevereresourceinthecompany,ithas
beenunableto implementitsplansoautomotivesystems.
The Company firmly believes that an able, disciplined, motivated, trained and skilled manpower is the key for
sustainingrowth 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)
CAUTIONARYSTATEMENT:
“ManagementDiscussionandAnalysis”reportcontainsforwardlookingstatements,whichmaybeidentifiedbytheuseofthe
wordsinthatdirection,orconnotingthesame.Allthestatementsthataddressexpectationsorprojectionsaboutthefuture,incl
udingbutnotlimitedtostatementsabouttheCompany'sstrategyforgrowth,productdevelopment,marketposition,expendit
ureand financialresultsareforwardlookingstatements.
The Company's actual results, performance or achievements could thus differ materially from thoseprojected in such
forward looking statements. The Company assumes no responsibility to public, toamend, modify or revise any
forward looking statements on the basis of subsequent developments,informationor 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 incompliance 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:
1. COMPANY’SPHILOSOPHYONCODEOFGOVERNANCE
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. BOARDOFDIRECTORS
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, 2022, strength of the Board of Directors was six, whose composition is given below:
AttendanceofDirectorsatBoardMeetingsduringthefinancialyearandthelastAGMandNumberofDirectorships/Committe
epositions ofDirectors as on31st March,2022,were asunder:
3. AUDITCOMMITTEE
The terms of reference of this Committee are wide enough to cover them at terms specified for Audit Committee
under SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 as well asSection177oftheCompanies
Act,2013.Theprimaryrole of Audit Committee, interalia, 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 the remuneration.
To hold discussions with Statutory Auditors periodically.
To review the financial statements, in particular, the investments made by unlisted Subsidiary Company.
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, mattersrelating to the compliance
with accounting standards, Auditor’s observations arising from the audit of theCompany’saccounts 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) 11th June, 2021 ii)11thAugust 2021, iii) 13thNovember 2021, and iv) 09th February,
2022.
The names of the Committee Members and number of Meetings attended during the year as follows:
The term of reference of the Committee is to determine, review and recommend the Company’s policy
onspecificremunerationpackages.TherecommendationsoftheCommitteeareputuptotheBoardofDirectorsand
Shareholders of the Company.
The Remuneration Committee met four time in the year 2021-2022 on 11th June, 2021, 11th August, 2021,
31stDecember, 2021&09th February 2022.
5. STAKEHOLDERSRELATIONSHIPCOMMITTEE
The Committee reviews all matters connected with the physical securities transfer. The Committee
alsolooksintoredressalofshareholders’complaintsrelatingtotransferofshares/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/orrequestforphysicaltransferofsecuritiesreceivedbytheCompany.
The report received from the Share Transfer Agents as reviewed by the Committee is placed at the
BoardMeetingsfromtimetotime.DuringthefinancialyearendedMarch31, 2022,threeStakeholdersRelationship
Committee Meetings was held on 11th June, 2021, 11th August ,2021, 09th February, 2022.
ThenamesoftheCommitteeMembersandmeetingsattendedduringtheyearareasfollows:
Mrs.SangitaMalik(Member) ExecutiveDirector 2
6. GENERALBODYMEETINGS
The last three Annual General Meetings of the Company were held as under:
2018-19 30th September,2019 3:00P.M. Hotel Lal sons Continental”8/1,EastPatel Nagar New
Delhi Metro Pillar No.171,New Delhi,Delhi110008
No extra ordinary general meeting was held during the year 2021-2022.
No Postal ballot was conducted during the year 2021-2022.
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 linkwwwhimalayafoodcompany.com.
8. CODEOFCONDUCT
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).
Company has created websiteaddressedaswwwhimalayafoodcompany.com
[email protected]
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 isINE552B01010.
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, 2022, 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.
12. GENERALSHAREHOLDERINFORMATION
Day, Date and Time Thursday , the 29thDay of September 2022, at 5:30PM
Venue The meeting was conducted through Video Conference
BEETALFinancial&ComputerServicesPvtLtd.
BEETALHOUSE,3rdFloor,
99,Madangir,behindLSC,NewDelhi-110062
Ph.011-29961281-283,26051061,26051064Fax011-29961284
The Company’s shares are traded on BSE mandatorily in demat mode. Physical Shares which are lodged with the
Registrar and Transfer Agents/ or with the Company for transfer are processed and returned to the Shareholders
duly transferred within the time limit stipulated under the Listing Agreement subject tothe documents being in
order. Members holding shares in physical form are requested to get them dematerialized for easy transactions on
stock exchange.
ShareHoldingPatternasonMarch31,2022:
Category No.ofshares %
ofShareholdin
g
a. Promoter’sholding 2,92,46,485 50.54
b. Bank/FIIs - 0.00
c. CorporateBodies 24, 31, 926 4.20
Dematerializationofshares:
95.73% of the Company’s paid up equity share capital has been dematerialized up to March 31, 2022.Trading in
the equity shares of the Company at BSE Limited is permitted only in dematerialized form.
The details of dematerialized shares as on March31, 2022 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
15days.
13. ADDRESSFORCORRESPONDENCE:
All Correspondence relating to the shares of the Company should be forwarded to the below mentioned address.
14. GREENINITIATIVE:
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 through their concerned Depository Participants. Members who hold share in
physical form are requested to contact Ms. Mamta Sharma, Company Secretary and Compliance officer, on
[email protected] or at the registered office of the Company or to M/sBEETAL Financial &
Computer Services Pvt Ltd. On above mentioned contact details.
SD/-
Man Mohan Malik
Date:13.08.2022 Chairman cum Managing Director
Place::PoantaSahib DIN:00696077
To
TheBoardofDirectors
HIMALAYAFOODINTERNATIONALLIMITED
We have examined the records with respect to the compliance of Corporate Governance by HIMALAYAFOOD
INTERNATIONAL LIMITED (“the Company”), for the financial year ended on March 31, 2022, 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 there of 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 them 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 them management has conducted the affairs of the company.
SD/-
(Kailash Sharma)
Partner
M.No.543197
To
The Board of Directors
HIMALAYA FOOD INTERNATIONAL LIMITED
I, Man Mohan Malik, Managing Director, of the company hereby certify to the Board that-
a) I have reviewed the financial statements and the cash flow statement for the year ended March 31, 2022 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) I 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.
f) I have indicated to the Auditors and the Audit Committee that:
There has not been any significant change in internal control over financial reporting during the year under
reference.
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: 30/05/2022
Place: Delhi
SD/-
Mr. Man Mohan Malik
(ManagingDirector)
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, 2022, 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 March31, 2022.
Date:13.08.2022
Place:PaontaSahib
For and on behalf of the Board of Directors
SD/-
(Mr. Man Mohan Malik)
Chairman&ManagingDirector
Opinion
We have audited the accompanying standalone Financial Statements of Himalaya Food International Limited (“the
Company) which comprise the Balance sheet as at31 March 2022, the Statement of Profit and Loss, theCash 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 ofthe Company as at March 31, 2022, 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
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
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.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
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, 2022 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2022 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.
(iv) No dividend declared or paid by the company during the period covered by this report.
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.
For Sharma Kumar & Associates
Chartered Accountants
Firm Registration No.030842N
Kailash Sharma
(Partner)
Membership No.543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Dated: 30.05.2022
i. a) The company has generally maintained proper records showing full particulars, including quantitative details
and situation of Property, Plant and Equipment;
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
Property, Plant and Equipment 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
31.03.2022 Amount Due
APJ Laboratories Ltd. Advance against purchase 557 557
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, 2022 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. 2,522 Lakhs have been paid till 31.03.2022.
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.
Kailash Sharma
(Partner)
Membership No.543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Dated: 30.05.2022
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, 2022.
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, 2022 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.
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, 2022,
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.
Kailash Sharma
(Partner)
Membership No.543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Dated: 30.05.2022
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: 22543198AJZNTS6363 SD/- SD/-
Dated: 30.05.2022 Shamsher Ali Mamta Sharma
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: 22543197AJZNTS6363
Dated: 30.05.2022
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).
2. StatementofSignificantAccountingPolicies
2.1 BasisofPreparationandMeasurement
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’). Tansactions 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, 2022 were approved for issue in accordance with the resolution of the Board of
Directors on 30th May, 2022.
(b) Basis of measurement
These financial statements are prepared under the historical cost convention unless otherwise indicated.
2.2 Key Accounting Estimates and Judgments
The preparation of these financial statements in confirmity 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.
2.3 Recent Accounting Development
Recent Indian Accounting Standards (Ind AS)
Ministry of Corporate Affairs ("MCA"), through Companies (Indian Accounting Standards) Amendment Rules, 2019 and
Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to
Ind ASs which the Company has not applied as they are effective from April 1, 2019:
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
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) Measuredatamortisedcost:
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) Measuredatfairvaluethroughothercomprehensiveincome:
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) Measuredatfairvaluethroughprofitorloss:
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
isrecognised 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.
(h) ProvisionsandContingentLiabilities:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to
settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are discounted to reflect its present value using a current pre-tax
rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When
discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
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.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised
amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax
liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the
deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
(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 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.
(p) 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.
Earnings Per Share:
Basic earnings per share is computed by dividing the net profit for the period attributable to the equity shareholders of the
Company by the weighted average number of equity shares outstanding during the period. The weighted average number of
equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other
than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a
corresponding change in resources.
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.
Transfers 0 0 0 0 0 0 0 0 0
Closing gross carrying
amounts 1483 81 7445 418 207 16431 618 26683 5491
Accumulated
depreciation
Opening and
accumulated 0 0 2255 194 121 10260 562 13392 0
impairment
depreciation
Depreciation Charged 0 0 252 11 5 390 16 674 0
During the Year
Impaiment loss 0 0 0 0 0 0 0 0 0
Disposals 0 0 0 0 0 0 0 0 0
Note:
Capital work in progress as at 31st March, 2022 is ` 5491 lacs (31st March, 2021: ` 5491 lacs)
Notes to the standalone financial statements for the year ended March 31, 2022
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
Particulars As at March As at March 31,
31, 2022 2021
(a) CapitalReserve:CapitalSubsidiesreceivedbythecompanyistreatedascapitalreserve.
(b)SecuritiesPremiumReserve:TheamountreceivedinexcessoffacevalueoftheequitysharesisrecognisedinSec
uritiesPremiumReserve.
(c)GeneralReserve:TheCompanyhastransferredaportionofthenetprofitoftheCompanybeforedeclaringdividen
dtogeneralreservepursuanttotheearlierprovisionsofCompaniesAct,1956.Mandatorytransfertogeneralreservei
snotrequiredundertheCompaniesAct,2013.
(d) RetainedEarnings:RetainedearningsaretheprofitsthattheCompanyhasearnedtilldate,lessanytransferstoge
neralreserve,dividendsorotherdistributionspaidtoshareholders.
C. CapitalManagement
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 andtheboardofdirectorsmonitorsthereturnoncapitalas well asthelevelofdividends to
shareholders. The
Companymaytakeappropriatestepsinordertomaintain,orifnecessaryadjust,itscapitalstructure.
Himalaya Food International Limited
Notes to the standalone financial statements for the year ended March 31, 2022
(All amounts in Rs in lacs unless otherwise stated
Rate of As at
Maturity Terms of As at March
Note Particulars Interest March 31,
Date repayment 31, 2020
% 2022
9 Financial liabilities
(a) Non-current borrowings
Secured
Term Loans
From Banks
Rupee Loan 30.06.2024 Quarterly 11.30 12418
Rupee Loan 30.06.2024 Quarterly 10.65 243
Long term maturities of finance lease
obligations
Obligations under finance leases 31.03.2021 Monthly 11.00 13
Rupee Loan Payable on demand 11.30 5440
Current
OTS Payable with interest 7132 0
Current maturities on finance lease obligations 0 1
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 10 71 81 2 80 82
Provision for leave 0 0 0 0 0 0
encashment
Total 10 71 81 2 80 82
(a)EarnedLeave Benefit(EL)
Accrual-1leave per 20working days
Accumulationupto30daysallowed
ELaccumulatedinexcessof 30days is lapsed
(b)SickLeave (SL)
Accrual-7daysper year
Encashmentwhile inserviceis notallowed
Encashmentonretirementis permittedas per Companypolicy.
(c)Gratuity:
Gratuityprovisonhas beenmadeaccording totheprescribedlaw.
( d)Post-RetirementMedical Benefits
There is nopost-retirementmedical benefitinthecompany
(e)RetirementBenefits
Atthetimeof superannuation,employeesareentitledfor reimbursementof expensestowardstravel,transportationof
personaleffectsfromtheir placeof retirementtothenewlocationupto certainlimitsdepending onthedesignationof the
employee atthetimeandonemonth'ssalaryas settling allowance.
The amount recognised in the balance sheet for post-employment benefit plans are as
under :
Notes to the standalone financial statements for the year ended March31, 2022
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 211 233
Work-in-Progress 395 386
Finished Goods 1173 774
Store & Spares 45 98
Total 1824 1491
13 Other Income
Interest income 3 6
Duty draw back 3 2
Other Income 85 60
Profit on Sale of Machinery 0 0
Income from Forfieted of Share Application Money 0 0
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 657 541
Rent:
- Offices and Godowns 4 4
Rates and taxes 50 12
Insurance 11 8
Auditor's Remuneration
Professional Fee
-Audit Fees 3 3
-Tax Audit Fees 0 0
Reimbursement of Expenses 0 0
3 3
19 Finance cost
Interest and finance charges on financial liabilities not at fair 36 23
value through profit or loss
Total 36 23
To Purchases Raw-
Material 0 1852 1852
To Purchase of Fresh
Mushroom 0 0 0
To Agriculture
Expenses Raw -Mat 753 0 753
To Growing Expenses 273 0 273
To Manufacturing Exp. 0 433 433
To Repair 6 1 7
To Financial Exp. 6 30 36
To Depreciation 104 570 674
To Employee Salary 74 247 321
To Freight Out Ward 17 224 241
To Selling Exp. 7 926 933
To Admin Exp. 16 207 223
TheCompanyhascommonfixedassetsforproducinggoodsfordomesticMarketandOverseasMarket.Hence,separatefigur
esforfixedassets/additionstofixedassetscannotbefurnished.
a)Netprofitfortheyearattributabletoequityshareholders
9524 252
b)Weightedaveragenumberofequityshares
57872604 57872604
c)Basicearningspershare(a/b)
16.46 0.44
d)Nominalvaluepershare Rs. 10/- Rs.10/-
Calculationofdilutedshares
Weightedaveragenumberofequityshares
Numberofsharesinrespectofshareswarrants
57872604 57872604
Total:
F DisclosureoftheCompany'sinterestInjointlycontrolledassets:
TheCompanyhasinterestinthefollowingjointlycontrolledentity:
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 dimunition in the value of the
investment made in the entity in the financial year ended 31 March 2014.
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 Challange 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.
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: 22543197AJZNTS6363 SD/- SD/-
Dated: 30.05.2022 Shamsher Ali Mamta Sharma
Place : Delhi CFO Company Secretary
Total 778950 2769 460430 28568 849831 476739 23021 499761 799855
456 4569 78 80 223 80 54 34 089
INDEPENDENT AUDITOR’SREPORT
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.
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
but to do so.
Those Board of Directors are also responsible for overseeing the company’s financial reporting process.
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.
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 31stMarch, 2022 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2022 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
Kailash Sharma
Partner
M.No. 543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Date:30/05/2022
ANNEXURE ‘A’
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the
Members of Himalaya Foods International Limited of even date)
a) The company has generally maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
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.
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.
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
31.03.2022 Amount Due
APJ Laboratories Ltd. Advance against purchase 557 557
d.) 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.
e.) 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”
f.) Not Applicable
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.
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.
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:
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. 2,522 Lakhs have been paid till 31.03.2022.
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.
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.
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.
The company is not a Nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.
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.
The Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review.
The Company is not required to get registered under section 45-IA of Reserve Bank of India Act 1934.
Kailash Sharma
(Partner)
Membership No.543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Dated: 30.05.2022
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, 2022.
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, 2022 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:
4) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
5) 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
6) 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, 2022, 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.
Kailash Sharma
(Partner)
Membership No.543197
UDIN: 22543197AJZNTS6363
Place: Delhi
Dated: 30.05.2022
For Sharma Kumar & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration No. 030842N SD/- SD/-
Man Mohan Malik Sangita Malik
Chairman & Managing
SD/- Director Director
(Kailash Sharma) DIN:00696077 DIN:02428506
Partner
Membership no. 543197
UDIN: 22543197AJZNTS6363 SD/- SD/-
Dated: 30.05.2022 Shamsher Ali MamtaSharma
Place : Delhi CFO Company Secretary
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: 22543197AJZNTS6363 SD/- SD/-
Dated: 30.05.2022 Shamsher Ali Mamta Sharma
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: 22543197AJZNTS6363
Dated: 30.05.2022
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).
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 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 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 12 th June 2021
(b) Principal of Consolidation
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.
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.
Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework
for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18
Revenue and Ind AS 11 Construction Contracts. The Company has adopted Ind AS 115 using the cumulative
effect method. The effect of initially applying this standard is recognised at the date of initial application
(i.e. April 1, 2018). The standard is applied retrospectively only to contracts that are not completed as at the
date of initial application and the comparative information in the statement of profit and loss is not restated
– i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11. Refer
Significant accounting policies – Revenue recognition in the Annual report of the Company for the year ended
March 31, 2018, for the revenue recognition policy as per Ind AS 18 and Ind AS 11. The impact of the adoption
of the standard on the financial statements of the Company is insignificant.
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 are a portion of the lifetime ECL which result from default events that are possible within 12 months
from the reporting date.
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.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.
(i) Revenue Recognition:
Revenue from sale of goods is recognised when all the significant risks and rewards of ownership in the goods are
transferred to the buyer as per the terms of the contract, there is no continuing managerial involvement with the goods and
the amount of revenue can be measured reliably. The Company retains no effective control of the goods transferred to a
degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration
that will be derived from the sale of goods. Revenue is measured at fair value of the consideration received or receivable,
after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government which
are levied on sales such as sales tax, value added tax, goods and services tax, etc.
Income from export incentives such as duty drawback and premium on sale of import licenses and lease license fee are
recognised on accrual basis.
Income from services rendered is recognised based on agreements/ arrangements with the customers as the service is
performed in proportion to the stage of completion of the transaction at the reporting date and the amount of revenue can be
measured reliably.
Interest income is recognized using the effective interest rate (EIR) method.
Dividend income on investments is recognised when the right to receive dividend is established.
(j) Government Grant:
The Company was entitled to ‘MEIS Scheme’ under export incentive till Jnauary 2021. Now, Company is entlied to 'RoDTEP
Scheme under new export incentive scheme. Such incentive are measured at amount receivable from the government and
are recognised as other operating revenue. The Company will comply with all necessary conditions attached to incentives.
(k) Expenditure:
Expenses are accounted on accrual basis.
(l) Employee Benefits:
Defined contribution plans
Contributions to defined contribution schemes such as employees state insurance are charged as an expense based on the
amount of contribution required to be made as and when services are rendered by the employees. Company’s provident fund
contribution, in respect of certain employees, is made to a government administered fund and charged as an expense to the
Statement of Profit and Loss.
Retirement and other employee benefits
(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.
Gratuity liability is a defined benefit obligations and are provided for on the basis of valuation made at the end of
(ii) each financial year.
No provision is made for unencashable short term compensated absences.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised
amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax
liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the
deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
(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 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.
(p) 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.
HimalayaFoodInternationalLtd.
Notesto theconsolidated financialstatements forthe yearendedMarch31,2022
Note 3: Property, plantand equipment
(Allamounts inRsinlacsunless otherwise stated)
Free Lease Free Lease Furniture Plant Capital
Particulars hold hold Hold Hold ,fittingsa And Vehi Tot Work
land land Buildi buildi nd machi cle al Inprogr
ng ng nery ess
Yearended 31 March2020
Grosscarryingamount
Deemed cost as per
01.04.2019
Deemed costasat 1April2019
1483 81 7189 418 135 15826 616 25747 5491
Additions 0 0 342 0 0 112 4 458 0
Disposals 0 22 2 24
Closinggrosscarrying 1483 81 7553 418 135 15938 618 26225 5491
amounts
Accumulateddepreciation 2002 183 115 9509 537 12346 0
Depreciation Charged 0 253 11 5 752 25 1046 0
duringthe year
ClosingAccumulated 0 2255 194 115 10261 562 13387 0
depreciation
Net CarryingAmount 0 0 2255 194 115 10261 562 13387 0
Yearended 31 March2021 1483 81 5298 224 20 5677 56 12838 5491
Grosscarryingamount
Openinggrosscarrying 1483 81 7553 418 135 15938 618 26225 5491
amount
Additions** 0 474 0 0 0 0 474 0
Assets classifiedasheldforsale 0 0 0 0 0 0 0 0
Disposals 0 0 7 0 0 9 0 16
Transfers 0 0 0 0 0 0 0 0
Closinggrosscarryingamounts 1483 81 8020 418 13 15929 618 26683 5491
Accumulateddepreciationand 0 0 0 0 5
0 0 0 0
impairment
Openingaccumulateddeprecia
tion
0 0 2255 194 120 10261 562 13392 0
Depreciation Charged During
the Year
0 0 216 7 6 432 14 675 0
Impaimentloss 0 0 0 0 0 0 0 0 0
Disposals 0 0 0 0 0 0 0 0 0
Exchangedifferences 0 0 0 0 0 0 0 0 0
Assets classifiedasheldforsale 0 0 0 0 0 0 0 0 0
Note:
Capital work in progress as at 31st March, 2021 is ` 5491 lacs (31st March, 2020: ` 5491 lacs)
8 EquityShareCapitalandOtherEquity
EquityShareCapital
. Natureandpurposeofreserves
(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 recognized in
Securities Premium Reserve.
(c) General Reserve: The Company has transferred apportion of the net profit of the Company before declaring
dividend to general reserve pursuant to the earlier provisions of CompaniesAct,1956. Mandatory transfer to
general reserve is not required under the Companies Act, 2013.
(d) RetainedEarnings:RetainedearningsaretheprofitsthattheCompanyhasearnedtilldate,lessanytransferstogenera
lreserve,dividendsorotherdistributionspaidtoshareholders.
C. CapitalManagement
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 monitor 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.
(All amounts in Rs in lacs unless otherwise stated)
Rate of As at As at
Maturity Terms of
a Note Particulars Interest March 31, March 31,
Date repayment
% 2022 2021
9 Financial liabilities
(a) Non-current borrowings
Secured
Term Loans
From Banks
Rupee Loan 30.06.2024 Quarterly 11.30 12418 12418
Rupee Loan 30.06.2024 Quarterly 10.65 243 243
Long term maturities of finance lease
obligations
Obligations under finance leases 31.03.2021 Monthly 11.00 1 1
Rupee Loan Payable on demand 11.30 5440 5440
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 7132 0
Current maturities on finance lease obligations 0 1
Total Other current Financial liabilities 7132 1
(b) Employee Benefit obligation Current Non- Total Current Non- Total
current current
Provision for employee benefits
Provision for gratuity 10 71 81 2 80 82
Provision for leave 0 0 0 0 0 0
encashment
Total 10 71 81 2 80 82
(a)EarnedLeave Benefit(EL)
Accrual-1leave per 20working days
Accumulationupto30daysallowed
ELaccumulatedinexcessof 30days is lapsed
(b)SickLeave (SL)
Accrual-7daysper year
Encashmentwhile inserviceis notallowed
31st Annual Report Year 2021-2022 Page 104
Encashment on retirement is permitted as per Company policy.
(c)Gratuity:
Gratuity provisionhas been made according tothe prescribed law.
( d)Post-RetirementMedical Benefits
There is no post-retirement medical benefit in thecompany
(e)RetirementBenefits
Atthetimeof superannuation,employeesareentitledfor reimbursementof expensestowardstravel,transportationof
personaleffectsfromtheir placeof retirementtothenewlocationupto certainlimitsdepending onthedesignationof the
employee atthetimeandonemonth'ssalaryas settling allowance.
The amount recognised in the balance sheet for post-employment benefit plans are as
under :
6 Inventories
Raw Materials 211 233
Work-in-Progress 395 386
Finished Goods 1173 774
Store & Spares 45 98
Total 1824 1491
13 Other Income
Interest income 3 6
Duty draw back 3 2
Other Income 85 60
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 657 541
Rent:
- Offices and Godowns 4 4
Rates and taxes 50 12
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 36 23
or loss
Total 26 23
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
31.03.2022. Amount outstanding to these enterprises to the year ended 31.03.2021is Rs. Nil (previous year Rs. Nil).
d Segment
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 maintianed both segments books sepretaly Profit & loss accounts
of both are as under:
To Purchases Raw-
Material 0 1852 1852
To Purchase of Fresh
Mushroom 0 0 0
To Agriculture
Expenses Raw -Mat 753 0 753
To Growing Expenses 273 0 273
To Manufacturing Exp. 0 433 433
To Repair 6 1 7
To Financial Exp. 6 30 36
To Depreciation 104 570 674
To Employee Salary 74 247 321
To Freight Out Ward 17 224 241
To Selling Exp. 7 926 933
To Admin Exp. 16 207 223
InformationabouttheSecondarySegments
Revenueandsundrydebtorsaspergeographicalmarkets
TheCompanyhascommonfixedassetsforproducinggoodsfordomesticMarketandOverseasMarket.Hence,separatefigure
sforfixedassets/additionstofixedassetscannotbefurnished.
F DisclosureoftheCompany'sinterestInjointlycontrolledassets:
TheCompanyhasinterestinthefollowingjointlycontrolledentity:
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 dimunition 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 centre.
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.
During the year there is no liablity to pay MAT as there is carried forward business loss.
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 Challange 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.
COVID-19 has had an impact on the business operations of the company, as on the signing date.
The operations of growing Mushroom has been affected which results decline in turnover.
This however does not effect 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.
Previous year’s figures have been regrouped/rearranged where necessary to conform to current year's presentation.
SignaturestoNotes1to20
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: 22543197AJZNTS6363 SD/- SD/-
Dated: 12.06.2021 Shamsher Ali Mamta Sharma
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, 2022 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 385 365
Sd/-
Man Mohan Malik
Date: 13.08.2022 Chairman cum Managing Director
Place: : Poanta Sahib DIN: 00696077
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