Your Directors have pleasure in presenting this 35th Annual
Report together with Audited Financial Statements of the
Company for the financial year ended 31st March, 2025.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31st
March, 2025 and for the previous year ended 31st March, 2024
are as follows:
[Rs. in Lacs]
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Year Ended
31.03.2025
|
Year Ended
31.03.2024
|
|
Revenue from Operations
|
15,001.20
|
12,128.15
|
|
Other Income
|
37.99
|
40.54
|
|
Total Revenue
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15,039.19
|
12,168.69
|
|
Profit before Finance Cost,
Depreciation & Tax
|
(374.66)
|
(177.75)
|
|
Finance Cost
|
2,279.71
|
1,722.93
|
|
Depreciation
|
1,665.78
|
1,623.11
|
|
Profit before Tax
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(4,320.15)
|
(3,523.79)
|
|
Less: Tax Expenses
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(1,070.49)
|
(930.55)
|
|
Profit for the year
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(3,249.66)
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(2,593.24)
|
During the year under review, your Company achieved
total revenue and net profit of Rs 15,001.20 Lakhs and Rs.
(3,249.66) Lakhs respectively, as against total revenue and
Net Profit of Rs. 12,168.69 Lakhs and Rs (2593.24) Lakhs
respectively during the previous financial year ended 31 st
March, 2024.
The comprehensive details of performance of the Company
have been given in the Management Discussion and Analysis
Report appended hereto.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March,
2025 was Rs.12.45 Crore. During the year under review, the
Company has neither issued Shares with Differential Voting
Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2025 none of the Directors of the Company
except the following held shares or convertible instruments of
the Company:
Mr. Ashok Chaturvedi - 7,610 Equity shares
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 19,07,410/- (Rupees Nineteen Lakh Seven
Thousand Four Hundred Ten) was transferred to Investor
Education and Protection Fund (IEPF) during the year under
review.
TRANSFER OF UNCLAIMED SHARES TO AUTHORITY
As per the provision of Section 124(6) of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, the Company has
transferred 44,855 (Forty Four Thousand Eight Hundred Fifty
Five) Equity Shares on which Dividend was not paid for more
than seven years to the Investor Education and Protection
Fund (IEPF) during the year under review.
DIVIDEND
Yours Directors are pleased to recommend a dividend of Rs.
0.50 (Rupees Fifty Paisa Only) per equity share of Rs.10/-
each (5%) for the financial year ended 31st March, 2025 after
considering business exigencies.
The Register of Members and Share Transfer Books of the
Company shall remain closed from Saturday, 26th July, 2025
to Friday, 1st August, 2025 (both days inclusive).
The Dividend, as recommended by the Board, if declared at
the meeting, will be paid to those members or their mandates:
a) Whose names appear as Beneficial owners as at the
end of business hours on Friday, the 25th July, 2025 in
the list of Beneficial Owners to be furnished by National
Securities Depository Limited and Central Depository
Services (India) Limited in respect of the shares held in
electronic form; and
b) Whose names appear as members in the Register of
Members of the Company after giving effect to valid
requests for transmission of shares, deletion/transposition
of names etc in physical form lodged with the Registrar
& Share Transfer Agents of the Company on or before
Friday, the 25th July, 2025.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Rajeev
Sharma, Non-Executive-Non-Independent Director (DIN:
08789214) of the Company retires by rotation and being
eligible, offers himself for reappointment.
Mr. Rahul Razdan was re-appointed as Whole-time Director &
CEO in terms of approval granted by the shareholders of the
Company at the 34th Annual general meeting of the Company
held on 27th August, 2024 for a period of 3 (three) years w.e.f.
24th August, 2024.
None of the Director of the Company are disqualified under the
provision of the Company's Act, 2013 or under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors of your Company have given
declarations inter-alia confirming that they meet the criteria
of Independence as prescribed both under the Companies
Act, 2013 and Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Further, in the opinion of the Board, all the Independent
Directors of the Company, are persons of integrity, expertise,
proficiencies and relevant experiences.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the
meaning of the term “relative” as per Section 2(77) of the
Companies Act, 2013.
DIRECTORS’ RESPONSIBILITY STATEMENT
On the basis of representations received from the Executives
of the Company, subject to disclosures in the Annual Accounts
and on the basis of the discussion with the Statutory Auditors
of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:
a. that in the preparation of the Annual Accounts for the
year ended 31st March, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any.
b. that the Company has selected such accounting policies
and applied consistently, and judgments and estimates
have been made 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, 2025 and of the Profit/Loss of
the Company for the year ended on that date;
c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going
concern basis;
e. that proper Internal Financial Controls were in place
and that the financial controls were adequate and were
operating effectively.
f. that systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.
The Company's Internal Auditors have conducted periodic
audit to provide reasonable assurance that the Company's
established policies and procedures have been followed.
The Audit Committee constituted by the Board reviewed the
internal controls and financial reporting issues with Internal
Auditors and Statutory Auditors.
DISCLOSURE RELATED TO SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURES
There were no subsidiaries, associates and joint ventures
during the period under review. However, the Company is an
Associate Company of Uflex Limited.
DEPOSITS
Your Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013 and hence no details
pursuant to Rule 8(5)(vi) of the Companies (Accounts) Rules,
2014 are reported.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
Details of Loans and Investments, if any during the financial
year under review are given in the accompanying Financial
Statements. Further, during the year under review there were
no loans, Guarantee and investments.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
The related party transactions entered during the financial year
were on Arm's Length Basis and were in the ordinary course
of business. Therefore, the provisions of section 188(1) of the
Companies Act, 2013 are not applicable. However, suitable
disclosure has been made in the notes to the Financial
Statements.
Further, the policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website www.
fiexfoodsltd.com at the weblink https://www.fiexfoodsltd.com/
pdf/Related-Party-Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of the
Companies Act, 2013, your Company has a Corporate Social
Responsibility (CSR) Committee, which comprises of Mr.
Rahul Razdan, (Chairman), Mrs. Indu Liberhan, (Member)
and Mr. Pradeep Narendra Poddar, (Member). The terms
of reference of the Corporate Social Responsibility (CSR)
Committee are provided in the Corporate Governance Report
and are as per the provisions of the Companies Act, 2013
and the rules framed thereunder. Your Company has also
formulated a Corporate Social Responsibility Policy (CSR
Policy) which is available on the website of the Company at
http://www.fiexfoodsltd.com/pdf/CSRPolicy.pdf.
During the year, one meeting of the Corporate Social
Responsibility (CSR) Committee was held on 28th March,
2025. All the members attended the meeting. However, the
average net profit during the 3 (three) immediately preceding
financial years is Rs. (23.85) lakhs, the Company was not
required to make any contribution towards CSR activities in
FY 2024-25.
Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 has been appended as “Annexure A” and forms part of
this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology
absorption and 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 as “Annexure B”.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business.
Company's Risk Management Policy divides Risk into two
broad categories; one Risk Associated at the Transactional
Level and the other Risk Associated at the Decision-Making
Level.
In respect of the Risk Associated at Transactional Level, the
company has appropriate control mechanism and operating
effectiveness of the Internal Financial Controls and ensure
Legal Compliance. The company has created appropriate
structures with proper delegation of duties and responsibilities
of employee at each level on enterprise basis for compliances
thereof.
In respect of Risk Associated at Decision Making level like
political, social & economic, market, technology, capital
structure, foreign exchange & interest rate, they are evaluated
before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial
Control and ensuring Legal Compliance are periodically
reviewed by the Management, Internal Auditors, Statutory
Auditors and the Audit Committee.
A detailed note has been provided under the Management
Discussion and Analysis Report, which forms integral part
of this report. The Policy on Risk Management in terms
of Section 134(3)(n) of the Companies Act, 2013 read
with Listing Regulations is in place and is available on the
Company's website at https://www.flexfoodsltd.com/pdf/risk
management policy.pdf.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management
Discussion and Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core
of the Company' functioning. In view of the potential risk of
fraud and corruption due to rapid growth and geographical
spread of operations, the company has put even greater
emphasis on addressing this risk.
To meet this objective, a Whistle Blower Policy has been laid
down. The said policy as approved by the Board was uploaded
on the Company's website www.flexfoodsltd.com at weblink
http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and material orders passed by any
Regulator or Court, which would impact the going concern
status of the Company and its future operations.
STATUTORY AUDIT & AUDITORS
The Report given by M/s. MJMJ & Associates LLP, Chartered
Accountants (Firm Registration No. 027706N/N400013)),
Statutory Auditors on the financial statement of the Company
for the year 2024-2025 is part of the Annual Report. There is
no qualification, reservation or adverse remark or disclaimer
in their Report.
During the year under review, the Statutory Auditors had
not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed to the Boards
Report.
The Report of the Statutory Auditors on the financial statements
including relevant notes on the accounts for the Financial Year
ended 31st March, 2025 are self-explanatory and therefore do
not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has re-appointed
M/s. KAAP & Associates, Chartered Accountants, Delhi (Firm
Registration No. 019416N) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the
financial year 2025-2026.
SECRETARIAL AUDITORS
The Board has appointed M/s Mahesh Gupta & Co., Practicing
Company Secretaries, Delhi as Secretarial Auditor pursuant
to the provisions of Section 204 of the Companies Act, 2013
and Regulation 24A of the amended SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for a term
of five (5) consecutive years, commencing from financial year
2025-26 to financial year 2029-30 subject to the approval of
the shareholders of the Company.
The Report of the Secretarial Auditors for the financial
year 2024-2025 is annexed to the Directors Report as per
“Annexure C”.
EXPLANATION IN RESPONSE TO THE AUDITOR’S
QUALIFICATIONS
There were no qualifications, reservations or adverse remarks
made by the Statutory Auditors in their report.
There were no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in their Secretarial Audit
Report.
INDIAN ACCOUNTING STANDARDS
The annexed financial statements for the Financial Year
2024-25 and corresponding figures for 2023-24 comply in all
material aspects with the Indian Accounting Standards notified
under section 133 of the Companies Act, 2013 (the Act), the
Companies (Indian Accounting Standards) Rules, 2015 and
other relevant provisions of the Act as modified from time to
time.
COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India on Board
Meetings and Annual General Meetings.
CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.
SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank
or Financial Institution.
ANNUAL RETURN
The Draft Annual Return of the Company as on 31 st March,
2025 is available on the Company's website and can be
accessed at https://www.flexfoodsltd.com/b2c-annual-return.
fih£
MEETINGS
During the year under review, four Board Meetings, four
meetings of Audit Committee, two meeting of Nomination and
Remuneration Committee, one meeting of CSR Committee
and five meetings of Stakeholders Relationship Committee
were convened and held, the details of which are given in
Corporate Governance Report appended hereto.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mrs. Indu Liberhan as the
(Chairperson), Mr. Pradeep Narendra Poddar, (Member), Mr.
Arvind Mahajan, (Member), and Mr. Rahul Razdan, (Member).
More details about the Committee are given in the Corporate
Governance Report appended hereto.
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
There has been no material change and commitments
occurred, between the end of the financial year of the
Company i.e., 31st March, 2025 and the date of this report
affecting financial position of the Company.
POLICY ON REMUNERATION
The company has Nomination and Remuneration Policy
for Directors, Key Management Personnel and Senior
Management Personnel. The said policy is available at https://
www.fiexfoodsltd.com/pdf/Nomination Remuneration Policy.
pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees
of the Company will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding
the information on employees' particulars which is available
for inspection by the Members at the Registered Office
of the Company during business hours on working days of
the Company up to the date of the ensuing Annual General
Meeting. Member interested in obtaining a copy thereof, may
write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as per
“Annexure D”.
DISCLOSURE OF COST RECORD
The provisions of maintenance of cost records specified by the
Central Government under subsection-(1) of section 148 of
the Company's Act, 2013 for the products dealt/manufacture
by the Company are not applicable to the Company.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013
and under Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an Annual Performance Evaluation
of its own performance and that of its committees and all the
Directors individually.
The evaluation of Non-Independent Directors, Chairman and
the Board as a whole was done at a separate meeting by the
Independent Directors.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate Governance as
prescribed under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with
Report on Management Discussion and Analysis is enclosed
as part of this Report as “Annexure E & F”.
DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. No
complaint was received from any employee during the financial
year 2024-2025 and hence no complaint is outstanding as on
31st March, 2025 for redressal.
PERSONNEL
Personnel relations with all employees remained cordial
and harmonious throughout the year. Your Directors wish to
place on record their sincere appreciations for the continued,
sincere and devoted services rendered by all the employees
of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all
the Institutions & Banks, Government Authorities where
company's operations are carried out, Shareholders,
Customers, Suppliers and other Business Associates for their
continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman
Dated : 16th May, 2025 (DIN: 00023452)
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