Dear Shareholders,
Your Director's have great pleasure in presenting to you the 06th Annual Report on the
affairs of the Company together with the Audited Accounts for the Financial year ended
31st March, 2024
We would like to start by thanking all of our investors and stakeholders for their
continued support and faith in us; you are the reason for our successful IPO. In the years
ahead, we aspire to build on our legacy and reach major milestones together.
The Board of Directors hereby submits the report of the business and operations of HOAC
FOODS INDIA LIMITED ("the Company"), along with the audited financial
statements, for the financial year ended March 31, 2024 along with the reports of the
Auditors thereon.
FINANCIAL YEAR 2023-24 AT GLANCE
In Hundred
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from Operations |
15,62,940.05 |
12,10,094.00 |
| Other Income |
0.00 |
10,554.96 |
| Total Income |
15,62,940.05 |
12,20,648.96 |
| Less: Total Expenses before Depreciation, Finance Cost and Tax |
13,81,225.28 |
10,95.324.78 |
| Profit before Depreciation, Finance Cost and Tax |
1,81,714.77 |
1,25,324.18 |
| Less: Depreciation |
12,933.74 |
18,251.76 |
| Less: Finance Cost |
32,500.50 |
25,548.51 |
| Profit Before Extraordinary & Exceptional Items and Tax |
1,36,280.54 |
81,523.91 |
| Less: Extraordinary & Exceptional Items |
- |
|
| Profit before tax |
1,36,280.54 |
81,523.91 |
| Less: Current Tax |
37,602.00 |
26,314.80 |
| Less: Earlier Years Tax |
455.82 |
2721.96 |
| Less: Deferred tax Liability (Asset) |
-4,130.71 |
2,020.35 |
| Profit after Tax |
1,02,353.42 |
50,466.80 |
FINANCIAL PERFORMANCE
During the year under review, the revenue from operation of the Company was stood at
INR 15,62,940.05 (In Hundred) for the period March 31, 2024. Profit before Tax and Profit
after Tax for the period April 01, 2023 to March 31, 2024 stood at INR 1,36,280.54 (In
Hundred) and INR 1,02,353.42 (In Hundred) respectively.
Your Directors are committed to achieve higher revenues and profits for its
stakeholders in the coming year and hence are in the continuous process of developing new
products and tailor made services for its customers
The above figures are extracted from the Financial Statements prepared in accordance
with generally accepted accounting Principles in India. The applicable mandatory
Accounting Standards as amended specified under section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in
preparation of these financial statements and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.
DIVIDEND
The Company is in the growth phase and expanding organically as well as inorganically.
In order to save the profit earned during the year for future expansion of the Company,
your directors do not recommend any dividend for the financial year ended March 31, 2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount outstanding to be an Unclaimed Dividend to Investor Education and
Protection Fund during the FY 2023-2024.
TRANSFER TO GENERAL RESERVE
Your Directors do not propose to transfer any amount to the General Reserves.
CHANGE IN NAME OF THE COMPANY
Our Company was originally incorporated as a private limited company on March 13, 2018
under the Companies Act, 2013 in the name and style of "HOAC MP Atta Spices
Manufacture Private Limited" bearing Corporate Identification Number
U15120DL2018PTC330739 issued by the Registrar of Companies, Delhi.
Further, the company's name was changed to "HOAC Foods India Private Limited"
vide Fresh Certificate of Incorporation dated November 03, 2021 issued by Registrar of
Companies, Delhi.
Subsequently, our Company was converted into public limited company pursuant to a
shareholders' resolution passed at an Extra-Ordinary General Meeting held on October 13,
2023, and name of our Company was changed to "HOAC Foods India Limited"
and a fresh Certificate of Incorporation dated October 30, 2023 was issued by Registrar of
Companies, Delhi
During the year under review, pursuant to special resolutions passed by the Members of
the Company, in their extra-ordinary general meeting held on October 13, 2023, decided to
convert the Company from "Private Limited" to "Public Limited". The
application was submitted to the Registrar of Companies, Delhi and Registrar has vide
their Certificate dated October 30, 2023 issued new certificate of incorporation
consequent to conversion of the Company from "Private Limited" to "Public
Limited".
INITIAL PUBLIC ISSUE AND LISTING
The Company has successfully completed the Initial Public Offer (IPO). In the IPO,
11,55,000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an
issue price of Rs 48.00/- per share aggregating to Rs 554.40 Lakhs which was
oversubscribed by 1994 times. The issue was opened for subscription on May 16, 2024 and
closed on May 21, 2024. The Board has allotted 11,55,000 Equity Shares of Rs 48/- each to
the successful applicant on May 22, 2024. The equity shares of the HOAC Foods India
Limited (Formerly known as HOAC Foods India Private Limited) got listed on May 24,
2024 on the NSE EMERGE.
As on March, 31, 2024 the Authorised Share Capital of the Company is Rs 400.00 Lakhs
divided into 40,00,000 Equity Shares of 10/- each. The Paid up Share Capital of the
Company is 268.821 Lakhs divided into 26,88,210 Equity Shares of 10/- each.
DEMATERIALISATION OF SHARES:
During the year under review, the Company has entered into tripartite agreements for
dematerialization of equity shares with the KFIN Technologies Limited National Securities
Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024
the share of the Company held in demat form represents 100% of the total issued and
paid-up capital of the Company.
The Company ISIN No. is INE0S6S01017 M/s. KFIN Technologies Limited is the Registrar
and Share Transfer Agent of the Company
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
No Material Changes and commitments affecting the financial position of the Company,
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this Directors' Report.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
The Authorized Share Capital of the Company has been increased, and consequently, the
capital clauses of the Memorandum of Association were amended by the shareholders;.
| SI. No. |
Date of Extra ordinary General Meeting |
Increased in Authorized Capital |
|
|
From |
To |
| 1 |
September 18, 2023 |
50,00,000 |
4,00,00,000 |
The Name of the Company has changed, and consequently, the Name Clause of the
Memorandum of Association and Article of Associations were amended by the shareholders
| SI. No. |
Date of Extra ordinary General Meeting |
Name Change |
|
|
From |
To |
| 1 |
October 13, 2023 |
HOAC Foods India Private Limited |
HOAC Foods India Limited |
SUBSIDARIES
During the period under review, the Company does not have any Subsidiary Company.
Other Ventures/Associates
The Company does not have any associate company, nor has it entered into a joint
venture with any other company
SHARE CAPITAL
During the year under review, following changes were carried out in the authorized and
paid-up share capital of the Company.
Authorized Capital
The Authorized share Capital of the Company, as at closure of financial year 2023-24,
was INR 4,00,00,000 divided into 40,00,000 Equity Shares of INR 10.00 each.
Issued, Subscribed & Paid-up Capital
Issued, Subscribed & Paid-up share Capital of the Company as at closure of
financial year 2023-24, was INR 2,68,82,100 divided into 26,88,210 Equity Shares of INR 10
each.
During the year under review, following changes took places in paid-up capital of the
Capital:
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Rights Issue:
Company has not issued any Right issue of shares during the year under review.
f. Bonus Issue:
The company has issued 23,71,950 equity shares of Rs. 10/- each through Bonus allotment
during the year under review.
e. Private Placement:
During the year under review, the Company issued 99,260 Equity Shares of face value of
Rs.10/- each along with premium of Rs. 75/- each through conversion of loan into equity
e. IPO (Initial Public Offer):
Post above capital structure upon incorporation, the Company came up with an Initial
Public Offer of 11,55,000 equity shares of INR 10.00 each at issue price of INR 48.00 per
equity shares. The said 11,55,000 equity shares were successfully subscribed by the public
and Company has made allotment of equity shares on May 22, 2024.
The entire Paid-up Equity shares of the Company was then listed at Emerge Platform of
National Stock Exchange of India Limited.
Issued, Subscribed & Paid-up share Capital of the Company, as on the date of this
report, stood at INR 3,84,32,100 divided into 38,43,210 Equity Shares of INR 10 each
BOARD MEETINGS
Regular meetings of the Board are held, inter-alia, to review and discuss the various
businesses that require the approval of the Board. Additional Board meetings are convened,
as and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at registered office of the
Company.
During the year under review, Board of Directors of the Company met 23 (Twenty three)
times, viz
| Month |
Dates |
| April 2023 |
21-04-2023 |
| May 2023 |
- |
| June 2023 |
01-06-2023 |
| July 2023 |
08-07-2023 |
| August 2023 |
01-08-2023, 31-08-2023 |
| September 2023 |
05-09-2023, 18-09-2023, 22-09-2023, 27-09-2023 |
| October 2023 |
04-10-2023, 05-10-2023, 07-10-2023, 09-10-2023,11-10-2023,12-10-2023,25-102023 |
| November 2023 |
01-11-2023, 02-11-2023, 27-11-2023 |
| December 2023 |
- |
| January 2024 |
15-01-2024 |
| February 2024 |
15-02-2024, 21-02-2024 |
| March 2024 |
18-03-2024 |
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Act.
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors
('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance
of Directors at Board meetings held during the financial year 2023-24 are as under:
| SI. No. |
Name of Director |
Board Meeting |
| 1 |
Rambabu Thakur |
23 |
| 2 |
Gaytri Thakur |
23 |
| 3 |
Yashwant Thakur |
08 |
| 4 |
Mukesh Garg |
08 |
| 5 |
Mamta |
06 |
GENERAL MEETING
During the year under review, the following General Meeting were held:
| SI. No. |
Type of Meeting |
Date of Meeting |
Total Number of members entitled to date attend meeting |
Attendance |
|
|
|
|
Number of members Attended |
% of attendance |
| 1. |
Extra- Ordinary General Meeting |
August 01, 2023 |
2 |
2 |
100 |
| 2. |
Extra- Ordinary General Meeting |
September 18, 2023 |
2 |
2 |
100 |
| 3. |
Annual General Meeting |
September 30, 2023 |
2 |
2 |
100 |
| 4. |
Extra- Ordinary General Meeting |
October 13, 2023 |
7 |
7 |
100 |
| 5. |
Extra- Ordinary General Meeting |
November 02, 2023 |
7 |
7 |
100 |
| 6. |
Extra- Ordinary General Meeting |
January 17, 2024 |
7 |
7 |
100 |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17
of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairperson
of more than five committees across all the Public companies in which they are Director.
The necessary disclosures regarding Committee positions have been made by all the
Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Company.
Neither any of the Director of the Company is holding position as Director in more than 7
listed entities nor any of the Director of the Company serve as Independent Director in
more than 7 listed entities.
The Board of the Company comprises Five Directors who have wide and varied experience
in different disciplines of corporate functioning. The present composition of the Board
consists of One Managing Director, One Executive Director, one non- Executive Director and
Two Non-Executive Independent Directors, one among them is a women director.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read
with the Articles of Association of the Company, at least 2/3rd of the total number of
Directors of a public company shall be liable to retire by rotation and 1 /3rd of such
Directors shall retire by rotation at every AGM; However, "Independent
Directors" are out of the ambit of retiring by rotation.
Mrs. Gaytri Thakur (DIN: 08084214) retires by rotation in the ensuing AGM and being
eligible, offers herself for re-appointment. A resolution seeking shareholders' approval
for her re- appointment, along with other required details forms part of the Notice of the
AGM.
During the year under review, following changes took place in the constitution of the
Board of Directors
| Name |
Date of Change |
Date of Approval by the Board |
Date of Approval by the Shareholders |
Nature of Change |
| Rambabu Thakur |
12-03-2018 |
- |
- |
Appointment as First Director |
| Gaytri Thakur |
12-03-2018 |
- |
- |
Appointment as First Director |
| Rambabu Thakur |
02-11-2023 |
02-11-2023 |
02-11-2023 |
Change in Designation to Managing Director. |
| Yashwant Thakur |
12-10-2023 |
12-10-2023 |
02-11-2023 |
Appointed as Additional NonExecutive Director and further regularized as Non-Executive
Director |
| Mukesh Garg |
12-10-2023 |
12-10-2023 |
02-11-2023 |
Appointed as Additional NonExecutive Independent Director and further regularized as
NonExecutive Independent Director |
| Mamta |
01-11-2023 |
01-11-2023 |
02-11-2023 |
Appointed as Additional NonExecutive Independent Director and further regularized as
NonExecutive Independent Director |
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act, 2013, during the year under
review, the Company has appointed Mr. Rambabu Thakur as Managing Director (w.e.f. November
02, 2023) of the Company, Mr. Manish
Sharma as Chief Financial Officer (w.e.f. November 01, 2023) of the Company, Mr.
Patterson Thomas as Company Secretary and Compliance Officer (w.e.f. October 25, 2023) of
the Company who subsequently resigned from his post (w.e.f. January 13, 2024), Ms. Bhawna
Agarwal was appointed as Company Secretary and Compliance Officer (w.e.f. January 15,
2023) who are acting as Key Managerial Personnel in accordance with Section 203 of the
Companies Act, 2013.
As on date of this report, the Company has Mr. Rambabu Thakur as Managing Director of
the Company, Mr. Manish Sharma as Chief Financial Officer of the Company and Ms. Bhawna
Agarwal as Company Secretary and Compliance Officer who are acting as Key Managerial
Personnel in accordance with Section 203 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company had two NonExecutive Independent Directors in line with the Companies Act, 2013.
Further, both the Independent Directors of the Company had registered themselves in the
Independent Directors' Data Bank.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at
www.hoacfoodsindia.com.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 and the rules made thereunder and
Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs ("IICA"). Further, as per the declarations
received, all the Independent Directors of Company have either passed or were exempted to
clear online proficiency test as per the first proviso to Rule 6(4) of the MCA
Notification dated October 22, 2019 and December 18, 2020
Accordingly, the Company has taken on record, the Statement of Declaration of
Independence, as submitted by all the Independent Directors.
In the opinion of the Board of Directors, all Independent Directors of the Company
fulfils the conditions specified in the Act and Rules made thereunder
FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation
programme for Independent Directors is disclosed on the Company's website
www.hoacfoodsindia.com
COMMITTEES OF BOARD
Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013
in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also
applicable on the Company.
Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of
sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to
the Company, although we require to comply with requirement of the Companies Act, 2013
wherever applicable. Company has complied with the corporate governance requirement,
particularly in relation to appointment of independent directors including woman director
on the Board and also constitution of an Audit Committee, Stakeholders Relationship
Committee and Nomination and Remuneration Committee. Board of the Company functions either
on its own or through committees constituted thereof, to oversee specific operational
areas.
During the year under review, Company has constituted the Audit Committee, Nomination
& Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution
dated December 07, 2023:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Composition of Committee, Meeting and Attendance of each Member at Meetings Audit
Committee
The Audit Committee of the Company is constituted in line with the provision of Section
177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and
provide effective supervision of the management's financial reporting process, to ensure
accurate and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting
The quorum for the meeting shall be one third of total members of the Audit Committee
or Two, whichever is higher, subject to minimum two Independent Director shall be present
at the meeting.
During the year under review, Audit Committee of the Company met 01 (One) time, viz.
15-01-2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mukesh Garg * |
Independent Director |
Chairperson |
01 |
01 |
01 |
| Yashwant Thakur* |
Non-Executive Director |
Member |
01 |
01 |
01 |
| Mamta* |
Independent Director |
Member |
01 |
01 |
01 |
Company Secretary and Compliance Officer of the Company act as the secretary of the
Committee.
2. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted with the
provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial personnel
and Senior Management Personnel of the Company, as per Remuneration policy, is also
overseen by this Committee
During the year under review, Nomination and Remuneration Committee of the Company met
01 (One) time, viz 15-01-2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mukesh Garg * |
Independent Director |
Chairperson |
01 |
01 |
01 |
| Yashwant Thakur* |
Non-Executive Director |
Member |
01 |
01 |
01 |
| Mamta* |
Independent Director |
Member |
01 |
01 |
01 |
Company Secretary and Compliance Officer of the Company act as the secretary of the
Committee. Stakeholder's Relationship Committee
The Company has a Stakeholders Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices/annual
reports, etc.
During the year under review, Stakeholder's Relationship Committee of the Company met
01 (One) time, viz 15-01-2024. A total of 01 (one) Stakeholder's Relationship Committee
Meeting were held post Listing of the Company.
The composition of the Committee during the year and the details of meetings attended
by its members are given below:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mukesh Garg * |
Independent Director |
Chairperson |
01 |
01 |
01 |
| Yashwant Thakur* |
Non-Executive Director |
Member |
01 |
01 |
01 |
| Mamta* |
Independent Director |
Member |
01 |
01 |
01 |
Company Secretary and Compliance Officer of the Company act as the secretary of the
Committee.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee,
has framed a policy for the selection and appointment of Directors and Senior Management
Personnel and their remuneration.
The Company's policy relating to the Directors appointment, payment of remuneration and
discharge of their duties is available on the website of the Company at https://www.hoacfoodsindia.com/policies.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") peer
evaluation of all Board members, annual performance evaluation of its own performance, as
well as the evaluation of the working of Board's Committees was undertaken.
The following evaluation process were followed:
a. Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and Remuneration Committee
with a specific focus on the performance and effective functioning of the Board and its
Committees. The evaluation process, inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business, communication inter se board members,
the time spent by each of the Board members, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise.
b. Performance Evaluation of the individual directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the evaluation
process, inter alia, based on attendance of Directors at Board and committee meetings,
acquaintance with business, communication inter se board members, the time spent by each
of the Board members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.
The report on the performance evaluation of the Individual Directors was reviewed by
the Board and feedback was given to the Directors. The performance of each directors were
satisfactory.
c. Board of Directors
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning etc.
d. Performance Evaluation of the Committee
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of Committees,
effectiveness of committee meetings, etc.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its
Committees. The Committees are functioning well and besides covering the Committees' terms
of reference, as mandated by law, important issues are brought up and discussed in the
Committee meetings. The Board was also satisfied with the contribution of Directors, in
their individual capacities.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on
going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were
g) Adequate and operating effectively.
STATUTORY AUDITOR AND THEIR REPORT
Pursuant to the provisions of section 139 of the Act, M/s. Krishan Rakesh & Co,
Chartered Accountants (Firm Registration No. 0016923N) were appointed as the Statutory
Auditors of the Company, for a term of 5 (five) years, to hold office from the conclusion
of the AGM held on September 30, 2023 till the conclusion of the AGM of the Company to be
held for the Financial Year 2027-28. The Board of Directors and Audit Committee have
recommended their appointment as Statutory Auditor of the Company.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under,
the Company has received certificate from the Auditors along with peer review certificate,
that they are eligible to continue with their appointment and that they are not
disqualified in any manner whatsoever from continuing as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended on 31st
March, 2024 are free from any qualification, reservation, observation and adverse remark;
further the notes on accounts are selfexplanatory. The Auditors' Report is enclosed with
the Financial Statements in this Annual Report
INDEPENDENT AUDITORS' REPORT
The Statutory Auditors' Report for the Financial Year 2023-24 is annexed to this Annual
Report. The Statutory Audit Report does not contain any qualification reservation or
adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and, therefore, do not call for
any further comments.
SECRETARIAL AUDITOR AND THEIR REPORT
As the National Stock Exchange of India Limited (N SE) has granted listing approval on
its SME platform effective May 24, 2024, so the company is not required to undergo the
secretarial Audit for the financial year 2023-24.
After attaining the status of Listed Public Company, the section 204 of Companies Act,
2013 is applicable to the Company.
As the Company has attained status of SME listed company on NSE Emerge in the current
year, so in order to comply with the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed M/s. AK NANWANI & ASSOCIATES, Practicing Company
Secretary, for conducting Secretarial Audit of the Company for the Financial Year 2024-25.
INTERNAL AUDITORS AND REPORT
The Company was listed on May 24, 2024 and the provisions in respect of Internal Audit
became applicable only from that date. The process for appointing the internal auditor was
initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Shivam Sharma, as
Internal Auditor for the financial year 2024-25.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return for the year ending on March 31, 2024 is available on the Company's website and can
be accessed at
https://www.hoacfoodsindia.com/annual-return.
RISK MANAGEMENT
The Company is not required to form a Risk Management Committee. However, the Company
has developed and implemented a risk management policy for identifying the risk associated
with business of the Company and measures to be taken by including identification of
elements of risk and measures to control them.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The particulars of loans given, investment made or guarantee given or security provided
and the purpose for which the loan or guarantee or security is proposed to be utilized as
per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to
account to the financial statements for the FY 2023-24
DISCLOSURE ON RELATED PARTY'S TRANSACTIONS
All Related Party transactions that were entered into during the FY 2023-2024 were on
arm's length basis and in the ordinary course of business. There are no materially
significant related party transactions made by the Company with related parties which may
have a potential conflict of interest with the company.
All the related parties transaction are in compliance with the Accounting Standards
issued by ICAI and further details are mentioned in the notes of the Financial Statements.
All Related party transactions are placed before the Audit Committee for approval as
per the Related Party Transactions Policy of the Company as approved by the Board. The
policy is also uploaded on the website of the Company & can be accessed through the
link https: / /www.hoacfoodsindia.com/policies.
Since, all the related party transactions that were entered into during the financial
year 2023-2024 were on an arm's length basis and were in the ordinary course of business
and there was no material related party transaction entered by the Company during the year
as per Related Party Transactions Policy, details are required to be provided in the Form
AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements
with related parties referred to in sub-section (1) of section 188 in the prescribed form
(Form AOC-2) are attached as "Annexure-I".
The details of the transaction with related parties are provided in the notes to
accompanying financial statements
CORPORATE GOVERNANCE
Your company being responsible corporate citizen provides utmost importance to best
Corporate Governance practices and always works in the best interest of its stakeholders.
Your Company has incorporated the appropriate standards for corporate governance, pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net
Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance
with the provision of Corporate Governance shall not apply to the Company and it does not
form the part of the Annual Report for the financial year 2023-2024.
NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards)
Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies
whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of
Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. April 01, 2017.
As your Company is also listed on Emerge Platform of NSE Limited, is covered under the
exempted category and is not required to comply with IND-AS for preparation of financial
statements beginning with period on or after April 01, 2017.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status. Your Company has
been registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of
the complaint. The Company has not received any complaint on the SCORES during financial
year 2023-24
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-H" and
the same forms part of this report.
RISK MANAGEMENT POLICY
Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management
Policy which provides for the identification therein of elements of risk , which in the
opinion of the Board may threaten the existence of the Company. The Policy further
contains the risk assessment and minimization procedures.
The risk management plan is reviewed by the Board from time to time and suitable
changes are done as may be necessitated.
CHANGE IN THE NATURE BUSINESS
There has been no change in the nature of business of the Company in the Financial Year
under review. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year under review, neither any application was made nor is any proceeding
pending against the Company under the Insolvency and Bankruptcy Code, 2016
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
During the period under review, the provisions of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable
to the Company.
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the
directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of
the Company Act, 2013 or any other relevant provisions of the Act and the Rules there
under are not applicable
There were no unclaimed or unpaid deposits as on 31st March, 2024.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to
provide a vigilance mechanism for the directors and employees of the Company to raise
concern of any violations of legal or regulatory requirements, incorrectness or
misinterpretation of any financial statements and reports etc. The purpose of this Policy
is to encourage the Company's directors and employees who have concerns about suspected
misconduct, to come forward and express these concerns without fear of punishment or
unfair treatment.
Likewise, under this policy, we have prohibited discrimination, retaliation or
harassment of any kind against any employee who, based on the employee's reasonable belief
that such conduct or practice have occurred or are occurring, reports that information or
participates in the said investigation. The Whistle Blower Policy is displayed on the
Company's website at https://www.hoacfoodsindia.com/policies.
No individual in the Company has been denied access to the Audit Committee or its
Chairman during the FY 2023-24
There were no instances of reporting under the Whistle Blower.
The Whistle Blower Policy of the Company is available on the website of the Company at
www.hoacfoodsindia.com.
MAINTENANCE OF COST RECORD
The maintenance of Cost Records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not
fall under any of the category prescribed under Section 148(1) of Companies Act, 2013.
Hence, the maintenance of the cost records as specified by the Central Government under
Section 148(1) of the Act is not required and accordingly, such accounts and records are
not made and maintained. The Company has not appointed any Cost Auditor during the year.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider T rading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre- clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. The Code is displayed on the Company's website
at https://www.hoacfoodsindia.com/policies.
DETAILS OF REPORTING OF FRAUD BY AUDITOR
There are no instances of Fraud/ Suspected Fraud committed against the Company by the
Officers or employees of the Company has been detected by the Auditor as required under
Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal
Financial Control (IFC)" means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, The Company believes that
internal control is a necessary prerequisite of Governance and that freedom should be
exercised within a framework of checks and balances. The Company has a well-established
internal control framework, which is designed to continuously assess the adequacy,
effectiveness and efficiency of financial and operational controls. The financial control
framework includes internal controls, delegation of authority procedures, segregation of
duties, system access controls and document filing and storage procedures.
The management is committed to ensure an effective internal control environment,
commensurate with the size, scale and complexity of the business, which provides an
assurance on compliance with internal policies, applicable laws, regulations and
protection of resources and assets. The control system ensures that the Company's assets
are safeguarded and protected and also takes care to see that revenue leakages and losses
to the Company are prevented and our income streams are protected. The control system
enables reliable financial reporting. The Audit Committee reviews adherence to internal
control systems and internal audit reports.
They have been designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, complying with applicable
statutes, safeguarding assets from unauthorized use, executing transactions with proper
authorization and ensure compliance of corporate policies. It has continued its efforts to
align all its processes and controls with global best practices.
LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the financial year 2024-2025 to National
Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations.
Company has also paid Annual Custody fee to National Securities Depository Limited and
Issuer fee to Central Depository Services (India) Limited for the financial year
2024-2025.
CODEOFCONDUCT
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decisionmaking in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually as "Annexure - III"
DISCLOSURE ON SECRETARIAL STANDARDS
During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively,
issued by The Institute of Company Secretaries of India have been duly followed by the
Company and have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively.
PARTICULAR OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are annexed as "Annexure IV" and forms part of this Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is opened for inspection in electronic
form. Any Member interested in obtaining a copy of the same may write to the Company
Secretary.
DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION
There was no one time settlement by the Company with the Banks or Financial
Institutions during the year under review, thus, the details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof are
not applicable.
POLICY AGAINST SEXUAL HARASSMENT
Your Company has always believed in providing safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company ensures that the work environment at all its locations is conducive to fair, safe
and harmonious relations between employees. It strongly believes in upholding the dignity
of all its employees, irrespective of their gender or seniority. Discrimination and
harassment of any type are strictly prohibited.
SEXUAL HARASSMENT POLICY
The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The
Company has complied with the provisions relating to constitution of internal complaints
committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC
has been set up to redress complaints received regarding sexual harassment.
An Internal Compliant Committee (ICC) is in place as per the requirements of the said
Act to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No case has been reported
during the year under review
The details of the complaints received during the year under review were as follows:
| No. of Complaints Pending at the Beginning of the Year |
0 |
| No. of Complaints Received and Resolved during the year |
0 |
| No. of Complaints Pending at the End of the Year |
0 |
WEBSITE OF THE COMPANY
Your Company maintains a website www.hoacfoodsindia.com where detailed information of
the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the valuable guidance and
support rendered by the Government of India, various State Government departments, Banks
and stakeholders, including, but not limited to, shareholders, customers and suppliers,
among others. We place on record, our appreciation of the contribution made by our
employees at all levels.
The Directors take this opportunity to place on record their deep sense of appreciation
for the total commitment, dedication and hard work put in by the employees of the Company.
Lastly, your directors are deeply grateful for the continuous confidence and faith shown
by the members of the Company.
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For and on behalf of the board Hoac Foods India Limited |
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(Previously Known As "Hoac Foods India Private Limited") |
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Sd/- |
Sd/- |
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Rambabu Thakur |
Gaytri Thakur |
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Managing Director |
Director |
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DIN: 08084215 |
DIN:08084214 |
| Date: 26.08.2024 |
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| Place: Delhi |
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