M K Proteins Ltd
Directors Reports
To The Members,
Your directors have pleasure in presenting the 11th Annual Report together
with the Audited Statements of Accounts of the Company for the financial year ended 31st
March, 2023:
1. Financial Highlights:
(In Lacs)
| PARTICUFARS |
2022-23 |
2021-22 |
| Revenue from Operations |
31486.00 |
25588.86 |
| Operating Expenditure |
29782.14 |
24023.76 |
| Other Income (Net) |
5.69 |
13.68 |
| Earning before interest tax, depreciation and amortization (EBITDA) |
1709.55 |
1578.78 |
| Finance Costs |
173.37 |
83.25 |
| Depreciation and amortization expenses |
75.77 |
91.32 |
| Profit before exceptional item and tax |
1460.41 |
1404.21 |
| Exceptional item |
0.00 |
0.00 |
| Profit Before Tax (PBT) |
1460.41 |
1404.21 |
| Tax Expenses |
395.81 |
385.77 |
| Profit After Tax (PAT) |
1064.60 |
1018.44 |
| Add: Balance Brought forward from previous year |
2707.92 |
1681.38 |
| Fess: Income Tax for earlier years adjusted |
(3.71) |
(8.09) |
| Amount of Surplus available for appropriation |
2940.52 |
2707.92 |
2. Operations, State of Company's affairs and Future Outlook:
Our Company is a manufacturing and trading organization having its production/refining
plant of Edible Oils. Our manufacturing process involves refining of Crude Oils to obtain
Refined Rice Bran Oil, Canola Oil, Soya Bean Oil, Sunflower Oil and Rice Bran Bleached
Oil. During the refining process certain by-products are also manufactured such as Rice
Bran Fatty Acid Oil, Rice Bran Wax, Gums and Spent Earth which are also saleable. Further,
it also imports crude oils, process them and sell the finished product and trade in both
edible and non- edible oils. In the current year 2022-23, the Company has earned the total
revenue from operation Rs.31486.00 Facs against the previous year Rs.25588.86, which
reflects increase growth of 18.73% w.r.t. previous year. The net profit after tax of the
company is increased from Rs.1064.60 Facs to Rs.1018.44 Facs in the year 2022-23. The
management of the Company expect better results in the ensuing year because the product of
the Company has demand since, its nature of human consumption in the ensuing financial
year and years to come. We further inform that there is no change in the business
activities of the company in the current financial year.
L. Dividend:
No dividend has been recommended by the Directors this year and consequently no amounts
have been transferred to general reserves. The Company has formulated the Dividend
Distribution Policy and is available at the web site of the Company www.mkproteins.in.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any fund to general reserve out of
the amount available for appropriation and an amount of surplus Rs.2940.52Facs to be
retained in the profit and loss account.
5. Change in Share Capital, if any
Details of change in Share Capital of the Company during the financial year 2022-23 as
details below:
The Company has allotted Bonus Shares by capitalizing Rs.8,34,16,000/- out of general
reserve and Profit & Foss Account to the equity shareholders by issue of 83,41,600 of
face value of 10/- each as fully-paid up Bonus Equity Shares, in the proportion of 2:1
i.e. 2 (Two) fully paid-up Bonus Equity Share of Rs. 10/- each for every 1 (One).
The issued, subscribed and paid-up Share Capital of the Company increased from Rs.
41708000/- to Rs.125124000/-.
6. Listing of Shares
(i) The shares of the Company were listed on the Emerge SME Platform of the National
Stock Exchange of India Limited w.e.f. 18 April, 2017. The Company migrated to the main
Board of NSE. Applicable listing fees have been paid up to date. The shares of the Company
have not been suspended from trading at any time during the year by the concerned Stock
Exchange.
(ii) The shares of the Company are also listed on the Main Board of BSE Limited from
13.06.2023. Applicable listing fees have been paid up to date. The shares of the Company
have not been suspended from trading at any time during the year by the concerned Stock
Exchange.
7. Deposits:
The company has not accepted any deposits from the public during the year and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the date of the balance sheet.
8. Directors:
As per the provisions of Section 152 of the Companies Act, 2013, Sh. Parvind Kumar,
Director of the Company retires by rotation at the forthcoming Annual General Meeting and
being eligible, offered himself for re- appointment. The Board recommends his
re-appointment.
The notice convening the Annual General Meeting includes the proposal for appointment
of Director.
Further, your Company has also received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of Independence as prescribed
under the Act and as per Listing Agreement with the Stock Exchanges.
Further, Smt. Shipra Jain and Mr. Tej Mohan Singh as were appointed as Independent
Director with effect from 05/05/2023.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the valuation of the working of its
various committees as per the criteria of evaluation provided in the Nomination,
Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of
Independent Directors was carried out by the entire Board and the performance evaluation
of the Chairman and the Board as a whole was carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 10 times during 2022-23. The
meetings were held on 30/05/2022, 30/06/2022, 05/09/2022, 15/09/2022, 24/09/2022,
14/11/2022, 22/11/2022, 13/01/2023, 07/02/2023, 30/03/2023. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013.
11. Particulars of Loan given. Investment made. Guarantee given and Securities
provided:
There were no loans given, investment made, guarantee given and securities provided by
the Company under Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
12. Annual Return:
As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act
and the rules framed thereunder, including any statutory modifications / amendments
thereto for the time being in force, the Annual Return for FY 2022-23 is available on
www.mkproteins.in.
13. Subsidiary. Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31st
March, 2023.
14. Corporate Governance:
The Company has been exempt from reporting on Corporate Governance as per Regulation 15
of the SEBI (Listing Obligation and Disclosure requirements) Regulation 2015. Therefore,
Corporate Governance Report is not provided.
15. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, as
applicable, is presented in a separate section forming part of the Annual Report.
16. Directors ' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standard have been followed and there are no
material departures;
ii) they have 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 as at 31st March 2023 and of the profit
of the Company for the period from 1st April 2022 to 31st March
2023;
iii) they have 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;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
17. Contract and arrangements with Related Parties:
The Company's policy on dealing with related party transactions has been formulated and
amended from time to time. All contracts/arrangements/ transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on the arm's length basis. There are no materially significant related party transactions
made by the company with promoters, directors, key managerial personnel or other
designated persons, which may have a potential conflict with the interest of the company
at large. Your Directors draw attention of the members to Note 29(h) to the financial
statements which set out related party disclosures pursuant to listing agreement.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 11 in
Form AOC-2 and the same forms part of this report.
18. Auditor and Auditors ' Report:
M/s Paramprreet Khurana & Associates ., Chartered Accountants, Chandigarh,
Statutory Auditors of the company, holds office till the conclusion of the ensuing Annual
General Meeting. They have completed their terms of appointment ending 31st
March, 2023 and as such another Statutory Auditor M/s K. R. A & Co., Kathua is
proposed to be appointed for Financial Y ear ending 31st March, 2024.
As required under the provisions of section - 139(1) of the Companies Act, 2013, the
company has received a written consent from M/s K. R. A & Co., Chartered Accountant,
Kathua to their appointment and a certificate, to the effect that their appointment, if
made, would be in accordance with the Act and the Rules framed there under and that they
satisfy the criteria provided in section- 141 of Companies Act, 2013 for the Financial
Year ending 31st March 2024.
The report of Statutory Auditors M/s Paramprreet Khurana & Associates ., Chartered
Accountants, Chandigarh (appearing elsewhere in this Annual Report) is self-explanatory
having no adverse comments. There were no instances of fraud reported by the Statutory
Auditors to the Central Government or to the Audit Committee of the Company as indicated
under the provisions of Section 143(12) of the Companies Act 2013.
Further auditor's report for the financial year ended 31st March, 2023 is
given as an annexure which forms part of this report.
19. Secretarial Auditors:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed M/s J. P. Jagdev & Co., Ambala City, a firm of Company Secretaries in
practice to conduct Secretarial Audit for the financial year 2022- 23. The Secretarial
Audit Report for the financial year ended 31st March, 2023 is annexed herewith
as
Annexure 111 to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
20. Corporate Social Responsibility (CSR):
The Company has constituted a Corporate Social Responsibility Committee under Section
135(1) of the Companies Act, 2013 aid and advise to formulate policy on corporate social
responsibility.
21. Risk Management:
The board of the Company has formed a risk management committee, to frame, implement
and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
22. Internal Control System and their adequacy:
The Company's internal controls are commensurate with the size of the company and the
nature of its business. These 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 ensuring compliance of corporate policies. The
company has an audit committee, the details of which are provided in the Corporate
Governance Report. The audit committee reviews the internal control system and follows up
on the implementation of corrective actions, if required. The committee also meets the
company's statutory auditors to ascertain, interalia their views on the adequacy of
internal control system in the Company and keeps the Board of Directors informed of its
major observations from time to time. The management also regularly reviews the
utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum
utilization of resources and achieve better efficiencies. Based on its evaluation (as
defined in section 177 of Companies Act 2013), our audit committee has concluded that, as
of March 31, 2023, our internal financial controls were adequate and operating
effectively.
23. Vieil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a whistle blower
policy in line with the provisions of the Section 177(9) and (10) of the Companies Act,
2013 and regulation 22 of the Listing Regulations, which deals with the genuine concerns
about unethical behaviour, actual or suspected fraud and violation of the Company's Code
of Conduct and ethics.
24. Committees of Board:
The Board of Directors of your Company had already constituted various committees in
compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit
Committee, Nomination and Remuneration Committee and Shareholder's/Investor's Relationship
Committee. All decisions pertaining to the constitution of committees, appointment of
members and fixing the terms of reference / role of the Committees are taken by the Board
of Directors.
25. Conservation of Energy. Technology absorption and foreign exchange earning and
outgo:
Information required under Section 134(3) (m) of Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 is given as under:
(A) Conservation of energy:
(i) The steps taken or impact on conservation of energy: The Company is using
Government supply of electricity and own generation by its generators.
(ii) The steps taken by the company for utilizing alternate sources of energy: There
are no alternate sources of energy with the Company.
(iii) The capital investment on energy conservation equipments: Investment on energy
conservation equipments is made wherever it is possible mostly it is NIL.
(B) Technology absorption:
(i) The efforts made towards technology absorption: Plant and machinery are
indigenous and no machinery and technology has been imported by the Company
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: Indigenous machinery is state of Art and the company derives
benefits on cost reduction of production.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) - : No technology has been imported by the
Company.
(iv) The expenditure incurred on Research and Development: No specific expenditure is
incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company's main line of business is processing of vegetable edible oils. The Company
has not earned and spent foreign exchange except import of material during the current
year. The details are given below: -
(Rs. In Lacs)
| Foreign exchange earnings and outgo |
2022-23 |
2021-22 |
| a. Export of Goods during the year |
NIL |
NIL |
| b. CIF Value of Imports |
2520.56 |
2654.52 |
| c. Expenditure in Foreign Currency |
NIL |
NIL |
| d. Capital Goods Expenditure |
NIL |
NIL |
26. Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and
Remuneration Committee is duly approved by the Board of Directors of the Company and the
same are provided in annexure - IV, which forms part of this report.
27. Human Resources:
Your Company treats its "human resources" as one of its most important assets
and has taken continuous efforts to set up and maintain an efficient work force. The
company is continuously taken steps towards maintaining a low attrition rate which it
believes shall be achieved by investing in learning and development programmes for
employees, competitive compensation, creating a compelling work environment, empowering
employees at all levels as well as a well-structured reward and recognition mechanism.
28. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
| Executive Director |
Ratio to median Remuneration |
| 1. Sh. Vinod Kumar (Managing Director) upto 21/12/2022 |
0.00 |
| 2. Sh. Raj Kumar (Whole Time Executive Director) upto 21/12/2022 |
1.5:1 |
| 3. Sh. Parmod Kumar (Managing Director) w.e.f. 22/12/2022 |
0.00 |
| 4. Sh. Vinod Kumar (Whole Time Executive Director) w.e.f. 22/12/2022 |
0.00 |
Note: The Company has not given any remuneration/benefits to
non-executive/independent directors of the company during the year 2022-23.
b. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year:
| Directors, Company Secretary and Financial Officer |
% increase in remuneration in the financial year |
| 1. Sh. Vinod Kumar (Managing Director) upto 21/12/2022 |
NIL |
| 2. Sh. Raj Kumar (Whole Time Executive Director) upto 21/12/2022 |
28 |
| 3. Sh. Parmod Kumar (Managing Director) w.e.f. 22/12/2022 |
NIL |
| 4. Sh. Vinod Kumar (Whole Time Executive Director) w.e.f. 22/12/2022 |
NIL |
| 5. Ms. Prerna Mehta (Company Secretary) upto 10/09/2022 |
N.A |
| 6. Ms. Neha Aggarwal (Company Secretary) w.e.f. 15/09/2022 |
N.A. |
| 7. Sh. Nipun Garg (Financial Officer) |
NIL |
c. The percentage increase in the median remuneration of employees in the financial
year: 2%
d. The number of permanent employees on the rolls of Company: 30 Employees as on
31st March, 2023.
e. The explanation on the relationship between average increase in remuneration and
Company performance: The performance of the Company for the current financial year is
better than the previous year. The Company has minor increase in remuneration to Executive
Director/key managerial personnel. However, at Middle & Junior level management, the
proper increment was given in accordance with the inflation rate and at workmen and staff
level.
f. Comparison of the remuneration of the key managerial personnel against the
performance of the Company: Remuneration to Managing and Whole Time directors were
paid as per the scale approved by the members of the company. The head (Corporate Finance)
was promoted to the position of Financial Officer, hence he was given an increase as a
part of promotion and salary adjustment.
g. Variations in the market capitalization of the Company, price earnings ratio as
at the closing date of the current financial year and previous financial year:
| Particulars |
March 31, 2023 |
March 31, 2022 |
% Change |
| Market Capitalization (Rs. In Lacs) |
91340.52 |
7987.082 |
1166.14% |
h. Percentage increase over decrease in the market quotations of the shares of the
Company in comparison to the rate at which the Company came out with the Last public offer:
| Particulars |
March 31, 2023 |
March 31, 2022 |
% Change |
| Market Price (NSE) |
789 (Average Price) |
191.5 (Average Price) |
412% |
i. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Proper
increments at both managerial and staff/worker level has been given in financial year
2022-23.
j. Comparison of each remuneration of the key managerial personnel against the
performance of the Company: The head (Corporate Finance) was promoted to the position
of Financial Officer, hence he was given an increase as a part of promotion and salary
adjustment.
k. The key parameters for any variable component of remuneration availed by the
directors: No such variable component is included in the remuneration paid to
directors.
l. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year: Sh. Vinod Kumar (Whole Time Director): 1.5:1
m. Affirmation that the remuneration is as per the remuneration policy of the
Company: The Company affirms remuneration is as per the remuneration policy of the
Company.
II. There was no employee on the roll of the company who drew remuneration in excess of
the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, hence this relevant information is not applicable to the Company.
29. Disclosure under sexual harassment of women at workplace (Prevention.
Prohibition & Redressal) Act.
2013:
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (114) of 2013.
30. CFO Certification:
In compliance with Regulation 17(8) of the Listing Regulations, a declaration by CFO
was placed before the Board, certifying the accuracy of Financial Statements and the
adequacy of internal controls pertaining to Financial Reporting for the year ended 31st
March, 2023 is attached herewith as per Annexure - V.
31. Auditors' Certificate on Corporate Governance:
As per Regulation 15 of the SEBI (Listing Obligation And Disclosure Requirement)
Regulations, 2015, the compliance with the Corporate Governance provisions were not
applicable on the entity having listed its specified securities on the SME Exchange in the
previous year. Hence, Auditors' Certificate on Corporate Governance is not provided.
32. Code of Conduct::
The Board of Directors has an important role in ensuring good Corporate Governance and
has laid down the Code of Conduct for Directors and Senior Management of the Company. The
Code has also been posted on the website of the Company. All Directors and Senior
Management personnel have affirmed the compliance thereof for the year ended March 31,
2023.
Declaration
I hereby declare that pursuant to Schedule V (Part D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have
adopted a Code of Conduct for the Board members and Senior Management of the Company and
the same has also been posted in the Company's website and that all the Board members and
Senior Management personnel to whom this Code of Conduct is applicable have affirmed the
compliance of the said Code of Conduct during the year 2022-23.
33. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
i) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
ii) No Material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and the date of this Report.
2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of
unclaimed dividend to Investor Education and Protection Fund do not apply to the Company
as there was no dividend declared and paid in previous years and there is no unclaimed
dividend.
3. Equity Shares:
• No issue of equity shares with differential rights as to dividend, voting or
otherwise during the year under review.
• The Company has not bought back any of its securities during the year under
review.
• No issue of shares (including sweat equity shares) to employees of the Company
under Stock option Scheme during the year under review.
• No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense
Account at the beginning and end of the year under review.
34. Acknowledgements:
Your directors wish to place on record their gratitude for the valued support and
assistance extended to the Company by the Shareholders, Banks and Government Authorities
and look forward to their continued support. Your directors also express their
appreciation for the dedicated and sincere services rendered by the Executives, Officers
and Employees of the Company.
| Regd. Office: |
For and on behalf of the Board |
| Naraingarh Road, |
For M K Proteins Limited |
| Village Garnala, |
|
| Amabala (City) |
Sd/- |
| Haryana-134003 |
Parmod Kumar |
| Place: Ambala |
Managing Director |
| Date: 05.09.2023 |
DIN:0126965 |
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