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ADF Foods Ltd.

BSE: 519183 Sector: Agri and agri inputs
NSE: ADFFOODS ISIN Code: INE982B01019
BSE LIVE 15:57 | 23 Nov 276.30 0.45
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NSE 15:59 | 23 Nov 277.40 2.25
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OPEN 273.05
PREVIOUS CLOSE 275.85
VOLUME 74265
52-Week high 316.10
52-Week low 131.05
P/E 45.15
Mkt Cap.(Rs cr) 586
Buy Price 276.30
Buy Qty 39.00
Sell Price 0.00
Sell Qty 0.00
OPEN 273.05
CLOSE 275.85
VOLUME 74265
52-Week high 316.10
52-Week low 131.05
P/E 45.15
Mkt Cap.(Rs cr) 586
Buy Price 276.30
Buy Qty 39.00
Sell Price 0.00
Sell Qty 0.00

ADF Foods Ltd. (ADFFOODS) - Director Report

Company director report

Dear Shareholders

ADF Foods Limited

Your Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Financial Statements for the Financial Year ended 31st March2017.

A. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2017is summarized below:

(Rs. in Lakhs)

Particulars Standalone Consolidated
Audited Audited
2016-17 2015-16 2016-17 2015-16
Net sales/Income from operation 16672.62 16090.06 20224.60 21005.01
Other Income 533.37 405.41 608.94 444.92
Total Income 17205.99 16495.47 20833.54 21449.93
Less: Total expenditure
Cost of materials consumed 7910.45 7419.84 7910.45 8876.52
Purchase of Stock-in-trade 1109.38 663.67 3086.44 1707.01
Changes in inventories of finished goods work-in- progress and stock-in-trade (80.85) (179.66) (75.14) 53.18
Employee benefits expense 1377.68 1235.43 1736.56 2349.21
Financial Expenses 94.56 113.68 97.22 136.97
Depreciation and amortization 712.27 789.18 1001.16 1196.22
Other expenses 4179.79 4231.47 5376.00 6047.49
Total expenses 15303.28 14273.61 19132.69 20366.60
Profit before exceptional and extraordinary items and tax 1902.71 2221.86 1700.85 1083.33
Exceptional Items - - - -
Profit before tax 1902.71 2221.86 1700.85 1083.33
Current tax 637.45 761.05 638.56 768.05
Deferred tax 26.05 50.75 (27.84) (344.00)
Prior year's tax adjustment 2.44 - 5.93 (1.46)
Total tax expenses 665.94 811.80 616.65 422.59
Prior Period adjustments (Net off) - - - -
Net Profit (+) / Loss (-) 1236.77 1410.06 1084.20 660.74
Less : share of minority interest - - - -
Profit/loss for the period after minority interest 1236.77 1410.06 1084.50 660.74
EPS (Basic) 5.74 6.41 5.03 3.00
EPS (Diluted) 5.74 6.41 5.03 3.00

Previous year's figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

o Standalone results

During the year under review your Company has recorded revenue from operations (net)of Rs. 166.73 Crore as against Rs. 160.90 Crore in the previous year. The Net profit(after tax and extra ordinary items) for the financial year ended 31st March2017 was Rs.12.37 Crore as against Rs. 14.10 Crore in the previous year. The reduction inthe net profit is mainly due to two factors. One of these is high input cost of major rawmaterials and the other is devaluation of sterling pound on account of Brexit which hasimpacted revenue and profits of our UK business.

o Consolidated Results Your Company has recorded revenue from operations (net)of Rs. 202.25 Crore as against Rs. 210.05 Crore in the previous year. The net profit(after tax and extra ordinary items) for the financial year was Rs.10.84 Crore as againstRs. 6.61 Crore during the previous year recording an impressive increase over 60%. Theimprovement in the profitability could be achieved on account of improvement in our USoperations through cost control measures.

B. BUSINESS DEVELOPMENT

Our Truly Indian Organic Ready to Eat product category bagged 2 silver awards at theprestigious SOFI Awards 2017 held by Specialty Foods Association USA which honours thebest and the most innovative products in specialty food. Our products Delhi Lentils (DalMakhani) won silver award in the Savoury Appetizer Soup & Stew category and DelhiPotatoes (Aloo Matar) received the Silver Award in the vegan products category. Thegeneral review of the major business developments during the year under review is asunder:

Domestic Business :

The Company has launched four delicious dipping sauces in very attractive packaging.The same have received warm response from the consumers. The Company also invested inproduct sampling as a part of its brand promotion program and showcased its brand‘ADF Soul' at major supermarkets across the metro cities. However the distributionramp up did not pay off as expected due to lack of demand in general trade. The same wasmainly attributable to lack of purchasing power on account of demonetization. The Companyis focused to strengthen its marketing and distribution network in the current fiscalyear.

US Business :

The Company has moved all its production to a contract packer located in Ohio. Thecontract manufacturing would help the Company to reduce considerably the cost of operation& improve financial position. We expect an improvement in the US operations in theyear to come.

We are looking forward to the launch of new and exciting products in the US marketduring the current fiscal year.

International Business :

Brexit had an adverse impact on the Company's business in the U.K. On account of theBrexit the average realization of pound has gone down. Hence the revenue EBITDA andprofitability were affected.

‘Ashoka' has launched a new range of Frozen products called ‘Dosa Wrap'.These Dosa Wraps are available in three exciting and delicious variants. The Company isall set to launch an exciting range of healthy snack items shortly.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments if any affecting the financial positionof the Company which have occurred between the end of the Financial year of the Company towhich the Financial Statements relate and the date of the report.

D. SHARE CAPITAL :

The paid up Equity Share Capital as on March 31 2017 was Rs. 21.20 Crore. During theyear under review the Company has not issued or allotted any securities. During the yearthere was a reduction in the paid up equity share capital from Rs. 22 Crore to Rs. 21.20Crore on account of buyback of equity shares.

E. BUYBACK :

The Board of Directors in its meeting held on 27th July 2016 approvedbuyback of Equity Shares at a price not exceeding Rs.125 per equity share of Rs. 10/- each(‘Maximum Buyback Price') for an aggregate amount not exceeding Rs.18 Crore(‘Maximum Buyback Size'). The Company adopted the Open Market Route in accordancewith the provisions contained in SEBI (Buyback of Securities) Regulations 1998 (includingany statutory modification(s) or re-enactments for the time being in force).

The buyback commenced from August 10 2016 and closed on November 15 2016. The Companybought back 798539 equity shares at an average price of Rs.120.60 per share. The Companyhad thus spent Rs. 96307029/- (Rupees Nine Crore Sixty Three Lakhs Seven Thousand andTwenty Nine Only) excluding the transaction cost. Till closure of the buyback the Companyhas utilized 53.50% of the maximum buyback size authorized for the buyback. In respect ofthe shares so extinguished the Company has adjusted an amount of Rs. 7985390/- againstpaid up equity shares and Rs. 88321639/- against securities premium.

F. DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share (i.e. @25%) for the financial year ended 31st March 2017. The dividend payout ifapproved will result in outflow of Rs. 709.87 Lakhs inclusive of Rs. 179.84 Lakhs onaccount of Dividends Distribution Tax.

G. TRANSFER TO RESERVES :

During the year your Company has not transferred any amount to General Reserves.

H. SUBSIDIARY COMPANIES :

Your Company has three subsidiaries viz. ADF Foods UK Ltd Power Brands (Foods) Pvt.Ltd. and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA)Ltd. and ADF Foods (USA) Ltd as on 31st March 2017. M/s Power Brands (Foods)Pvt. Ltd 99.99% Subsidiary of the Company is undergoing Voluntary Liquidation videSpecial resolution passed by the Members on 5th November 2012.

During the year the Board of Directors reviewed the affairs of the subsidiaries inaccordance with Section 129(3) of the Companies Act 2013. We have prepared consolidatedfinancial statements of the Company which form part of the Annual Report. The salientfeatures of the financial statement of the subsidiaries are set out in the prescribed formAOC-1 which is attached to the financial statements. The statement also provides thedetails of performance and financial position of the Company's subsidiaries.

During the year under review Company did not have any JVs and/or Associate companies.

The financial statements of each of the subsidiaries may also be accessed on theCompany's website www.adf-foods.com.

I. BOARD OF DIRECTORS AND COMMITTEES :

o Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AshokH. Thakkar Whole Time Director (Chairman) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

During the year Mr. Ashok H. Thakkar Chairman of the Company was appointed as theWhole Time Director for a period of one year from 1st October 2016 Mr. BimalR Thakkar Managing Director to hold office as the Managing Director for a period of oneyear from 1st October 2016 and Mr. Bhavesh R. Thakkar Executive Director tohold office as a Whole Time Director for a period of one year from 1st October2016. The Board of Directors has appointed Mr. Naresh L. Kothari as an Additional Directorof the Company in the category of Independent Director w.e.f. 12th May 2017.The brief particulars of Mr. Naresh L. Kothari for which approval of Members for hisappointment is sought have been provided in the notice of the 27th AnnualGeneral Meeting of the Company pursuant to Regulation 25 of Securities & ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2015.

o Relationship Between Directors Inter-SE

The details of Inter-se relationship between Executive Directors are given in theCorporate Governance Report.

o Meetings of Board of Directors

Five meetings of the Board of Directors of the Company were held during the year. Fordetail of the meetings please refer to Clause II E of the Corporate Governance Reportwhich forms part of this Report.

o Committees of the Board

The Company has duly constituted the Committees required under the Companies Act 2013read with applicable Rules made thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Board of Directors of the Company hasformed an Audit Committee which consist of the Independent Directors viz. Mr. Nipun C.Shah as the Chairman Mr. Yasir J. Varawala Mr. Viren A. Merchant and Mr. Ravinder KumarJain. All the recommendations of the Audit Committee were accepted by the Board during thefinancial year under review.

The other Committees of the Board are: i) Nomination and Remuneration Committee ii)Stakeholders Relationship / Shareholders Grievance Committee iii) Corporate SocialResponsibility Committee iv) Share Transfer Committee

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the members at such Meetings of the relevant Committeesare provided in the Report on Corporate Governance of the Company which forms part of thisAnnual Report.

o DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013: a) that in the preparation of the annualfinancial statements for the financial year ended March 31 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies as mentioned in Note 2 of the Notesto the Standalone Financial Statements and in Note 3 of the Notes to the ConsolidatedFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company for the financial year; c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) that theannual financial statements have been prepared on a going concern basis; e) that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; f) that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.

o Independent Directors' Declaration :

The Independent Directors have submitted a declaration that each of them meets thecriteria of independence as provided in Sub-Section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

o Meeting of Independent Directors

During the year under review the meeting of the Independent Directors was held on 3rdMarch 2017. Subsequently additional meeting of Independent Directors was held on 20thJuly 2017. The performance of the Board as a whole the Chairman and the non IndependentDirectors was reviewed in the said meetings.

o Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance of its Committees and thedirectors individually. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

o Familiarization Program for Independent Directors

The Independent directors of the Company are eminent personalities having wideexperience in the field of business finance industry and law. Their presence on theBoard has been advantageous and fruitful in taking business decisions. IndependentDirectors are appointed as per the Governance guidelines of the Company with managementexpertise and wide range of experience. The Directors appointed by the Board are giveninduction and orientation with respect to the Company's vision strategic direction corevalues including ethics corporate governance practices financial matters and businessoperations by having one-to-one meeting with the Managing Director. The new Board membersare also requested to access the necessary documents / brochures Annual Reports andpolicies available on the Company's website www.adf-foods.com to enable them tofamiliarize with the Company's procedures and practices. Periodic presentations are madeby the Senior Management Statutory and Internal Auditors at the Board/Committee meetingson business and performance updates of the Company business risks and its mitigationstrategy impact of regulatory changes on strategy etc. Updates on relevant statutorychanges encompassing important laws are regularly intimated to the Independent directors.

Familiarization program of the Company as specified under Regulation 46 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is displayed on theCompany's website www.adf-foods.com and is available under the weblink:http://www.adf-foods.com/wp-content/uploads/2017/06/ADF-Familiarisation-Program-%E2%80%93-F.Y.-2016-2017.pdf

o Policy of Directors' Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) of the Companies Act 2013("the Act") read with Section 178(3) of the Act and The SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulatedpolicy on Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters whichis covered in the Corporate Governance Report which forms part of this Report. Furtherinformation about elements of remuneration package of individual directors is provided inthe extract of Annual Return as provided under Section 92(3) of the Act at Annexure-V inthe prescribed form MGT-9 and forms part of this Report.

J. CASH FLOW STATEMENT :

The Cash Flow Statement pursuant to Regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this Report.

K. CONSOLIDATED ACCOUNTS :

In compliance with Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the requirements of AccountingStandards AS-21 prescribed by the Institute of Chartered Accountants of India theConsolidated Accounts of the Company and its subsidiaries are annexed to this Report.

L. GOVERNANCE :

o Report on Corporate Governance

In compliance with the requirements of Regulation 34(3) and Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance along with Auditors' certificate on its compliance has been provided elsewherein this Annual Report which forms part of this report.

Report on Management Discussion and Analysis is provided in separate section and formspart of this Annual Report.

Various information required to be disclosed under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in theAnnexure-I and forms part of this report.

o Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/‘Whistle Blower Policy' pursuant toSection 177 of the Companies Act 2013 read with Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with an objective to conductits affairs in a fair and transparent manner and by adopting the highest standards ofprofessionalism honesty integrity and ethical behavior.

With the adoption of this policy the Company has put in place a mechanism wherein theEmployees are free to report to the management any actual or possible violation of thePrinciples or any other unlawful or unethical or improper practice or act or activity ofthe Company. Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices. Nopersonnel has been denied access to the Management & Audit Committee. The mechanism isreviewed by the Audit Committee of the Company in accordance with the SEBI (LODR)Regulations 2015. The Company did not receive any such complaints during the year.Whistle Blower Policy of the Company is displayed on the Company's websitewww.adf-foods.com and is available under the weblinkhttp://www.adf-foods.com/wp-content/uploads/2017/03/ADF-Whistle-Blower-policy.pdf

o Nomination & Remuneration Policy :

The Nomination & Remuneration policy is attached as Annexure II to the Board'sReport forming part of the Annual Report and is also available on the website of theCompany www.adf-foods.com

o Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating variousrisks associated and identified across all levels within the organization. This model isbased on ISO 31000. BRMS enables the management to review the business risks on periodicalbasis and to bring the high risk areas to the immediate attention of the Board.

o Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. Review of the internal financial controlsenvironment of the Company was undertaken during the year under review which coveredverification of entity level control process level controls and IT controls review ofkey business processes and analysis of risk control matrices etc. During the period underreview effectiveness of internal financial controls was evaluated. Reasonable FinancialControls are operative for all the business activities of the Company and no materialweakness in the design or operation of any control was observed.

o Other Policies under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015

In accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has framed Policy fordetermination of Materiality for disclosure of events or information. The same has beenhosted on the website of the Company at the link:http://www.adf-foods.com/wp-content/uploads/2016/01/POLICY.Material-events.pdf

The details of the other policies of the Company can be obtained using the followingweblinks :

Sr No Policy Link
1 Code of Conduct http://www.adf-foods.com/wp-content/uploads/2016/12/ADF-Code-of-Conduct. pdf
2 Nomination and Remuneration Policy http://www.adf-foods.com/wp-content/uploads/2016/12/NOMINATION- REMUNERATION-POLICY.pdf
3 Insider Trading Code 2015 http://www.adf-foods.com/wp-content/uploads/2017/07/ADF-Insider-Trading- Code.pdf
4 Whistle Blower Policy http://www.adf-foods.com/wp-content/uploads/2017/03/ADF-Whistle-Blower- policy.pdf
5 Related Party Transactions Policy http://www.adf-foods.com/wp-content/uploads/2017/03/ADF-Related-Party- Transactions-Policy.pdf
6 Material Subsidiary Policy http://www.adf-foods.com/wp-content/uploads/2017/06/Policy-for-determinig-the- Material-Subsidiary.pdf
7 CSR Policy http://www.adf-foods.com/wp-content/uploads/2016/01/CSR-Policy.pdf
8 Familiarisation Program http://www.adf-foods.com/wp-content/uploads/2017/06/ADF-Familiarisation- Program-%E2%80%93-F.Y.-2016-2017.pdf
9 Board Diversity Policy http://www.adf-foods.com/wp-content/uploads/2016/01/ADF-Board-Diversity- Policy.pdf
10 Sexual Harassment policy http://www.adf-foods.com/wp-content/uploads/2016/01/Sexualharasspolicy.pdf
11 Preservation of Documents http://www.adf-foods.com/wp-content/uploads/2016/01/POLICY. PRESERVATION-OF-DOCUMENTS.pdf
12 Archival Policy http://www.adf-foods.com/wp-content/uploads/2016/12/ADF-Archival-Policy.pdf

o Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has a policy on Prevention of Sexual Harassment of Women at Workplacepursuant to the provisions of The Sexual Harassment of Woman at Workplace (PreventionProhibition & Redressal) Act 2013. The Company did not receive any such complaintsduring the year. The Prevention of Sexual Harassment Policy of the Company is displayed onthe Company's website www. adf-foods.com and is available under the weblink:http://www.adf-foods.com/wp-content/uploads/2016/01/ Sexualharasspolicy.pdf.

M. PARTICULARS OF EMPLOYEES :

o Key Managerial Personnel (KMP)

Mr. Ashok H. Thakkar Chairman Mr. Bimal R. Thakkar Managing Director & CEO Mr.Bhavesh R. Thakkar Executive Director & CFO and Ms. Shalaka Ovalekar CompanySecretary & Compliance Officer are the KMPs of the Company.

During the period under review there was no change in KMPs.

o Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. 1.02Crores per annum or Rs. 8.50 Lakhs per month during the financial year 2016-17 ifemployed for a part of the year prescribed under the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The information required under Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given at Annexure 1 that forms part of the Board's Report.

o Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis wason grooming in-house talent enabling them to take higher responsibilities. The Employeerelations continue to be cordial at all the divisions of the Company. Your Directors placeon record their deep appreciation for exemplary contribution of the employees at alllevels. Their dedicated efforts and enthusiasm have been integral to your Company's steadyperformance.

N. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of the CompaniesAct 2013 :

The Loans Guarantees and investments covered under Section 186 of the Companies Act2013 form part of the Notes to the Financial Statements provided in this Annual Report.

O. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons subsidiary companies and other relatedparties which may have a potential conflict with the interest of the Company at large. AllRelated Party Transactions are placed before the Audit Committee and also the Board forapproval. Prior omnibus approval of the Audit Committee is obtained on yearly basis forthe transactions which are of a foreseen and repetitive nature. A statement giving detailsof all related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website. Pursuant torequirements of Regulation 16(1)(c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company has formulated a ‘Policy on determiningMaterial Subsidiaries'.

The Policy is posted on website of the Company viz. www.adf-foods.com.

The web link of the said Policy ishttp://www.adf-foods.com/wp-content/uploads/2017/06/Policy-for-determinig-the-Material-Subsidiary.pdf

P. PUBLIC DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the rules made thereunder during the financial year 2016-17.

Q. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to erstwhile Section 205A and 205C of the Companies Act 1956 dividendspertaining to the financial year 2008-09 (Final) amounting to Rs. 833060/- whichremained unpaid or unclaimed for a period of 7 years were transferred by the Company tothe Investor Education and Protection Fund during the financial year under review.

Transfer of Equity Shares to the IEPF Suspense Account -

Pursuant to the provisions of Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 notified by the Ministry of CorporateAffairs (MCA) effective from September 7 2016 all shares in respect of which dividend hasnot been paid or claimed by the shareholders for seven consecutive years or more would gettransferred to the Demat Account of IEPF Authority. The said Rules have also laid down theprocedure for transfer of the shares to IEPF Authority.

Accordingly the Company has intimated all the concerned shareholders via letter dated30th November 2016 to claim their unclaimed/unpaid dividends. The Company hadalso published the notices to the said effect in the Financial Express (English &Gujarati editions) on 6th December 2016 and 12th May 2017respectively. The Company has also uploaded on its website the list of the shareholderswhose dividend has remained unpaid/unclaimed for seven consecutive years or more since theF.Y. 2008-09. The same can be accessed by following the weblinkhttp://www.adf-foods.com/wp-content/uploads/2017/07/Transfer-of-Equity-Shares-to-the-IEPF-Suspense-Account-Shareholder-List-20.07.2017.pdf.

The MCA had notified the due date of transfer as 31st May 2017.

The MCA vide its latest General Circular no. 06/2017 dated 29.05.2017 has stated thatthe revised due date of transfer /transmittal of shares shall be notified soon.Accordingly the Company will initiate the necessary action.

R. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES :

The Company has a Corporate Social Responsibility (CSR) policy and set up CSR Committeecomprising of three members viz. Mr. Viren Merchant Independent Director Mr. Nipun ShahIndependent Director and Mr. Bimal R. Thakkar Managing Director. During the FinancialYear 2016-17 the Company was required to spend an amount of Rs. 56.73 Lakhs on the CSRactivities (including Rs. 17.24 Lakhs for Financial Year 2015-16) pursuant to Section 135of the Companies Act 2013. During the year the Company had undertaken various meaningfulCSR activities in the areas such as educational aid for underprivileged and disabledhealth eradication of hunger and poverty animal and environment protection etc. and theamount spent on these activities was Rs. 54.97 Lakhs. The amount of Rs. 1.76 Lakhsremained unspent as few CSR activities that were planned could not materialize during thesaid financial year on account of administrative delays on part of a N.G.O. The Company iscommitted to spend the remaining CSR funds during the Financial year 2017-18 along withother CSR activities. The CSR Policy of the Company and the relevant report as per theCompanies (Corporate Social Responsibility Policy) Rules 2014 have been disclosed inAnnexure-IV to this Report.

S. EXTRACT OF ANNUAL RETURN :

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2017 forms partof this report as Annexure V.

T. AUDITORS AND THEIR REPORT :

o Statutory Auditors

For the financial year 2017-18 it is proposed to ratify appointment of M/s.Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai (Registration no.104607W/W100166) as Statutory Auditors subject to approval of the Members in the ensuingAnnual General Meeting. The Company has received letters from the Auditors to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.

There are no qualifications reservations or adverse remarks contained in the AuditorsReport and therefore there are no further explanations to be provided for in this report.

o Details with respect to fraud reported by Auditors

During the year under review there was no fraud reported by Auditors.

o Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Keyul M. Dedhia & Associates Company Secretary in Practice (C.P. No.8618) to undertake the Secretarial Audit of the Company for the Financial Year 2016-17.The Secretarial Audit Report is annexed herewith as "Annexure III". There are noqualifications reservations or adverse remarks contained in the said Report. However theSecretarial Auditors have stated the following observation in their Report: The Companyhas an unspent amount during the year in the amount to be spent towards Corporate SocialResponsibility.

The explanation for the above observation is mentioned above under the head CorporateSocial Responsibility Initiative.

o Internal Audit

M/s. Suresh Gandhi & Co. Chartered Accountants Surat (Registration no. 114917W)have been associated with your Company as Internal Auditor for Nadiad Division. For thefinancial year 2017-18 in place of Company's outgoing Internal Auditors M/s S M S R &Co LLP Chartered Accountants Mumbai (Registration no. 110592W/W100094) M/s. B.K. Khare& Co. Chartered Accountant Mumbai (Registration no. 105102W) have been appointed asInternal Auditors for Mumbai and Nasik divisions of the Company.

The Audit Committee of the Board of Directors Statutory Auditors and the Managementare periodically apprised of the Internal Audit findings and corrective actions taken.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

During the Financial Year under review no significant and material orders were passedby the regulators or courts or tribunals that would impact the going concern status of theCompany and its future operations.

V. LISTING OF SHARES :

The Company's shares are actively traded on BSE Limited and the National Stock Exchangeof India Limited

W. TECHNOLOGY AND QUALITY :

Your Company is committed to deliver highest quality of products by continuousimprovement in terms of product quality and achieving customer satisfaction and delight.Your Company has already obtained various quality certifications such as theinternationally recognized BRC (British Retail Consortium) Global Standard – FoodsISO 22000/ HACCP & ISO 9001: 2000 certifications for its plants located at NadiadGujarat and Nashik Maharashtra.

X. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information required under Section 134(3)(m) of the Companies Act 2013 read with theRule 8 of The Companies (Accounts) Rules 2014 is appended hereto and forms part of thisreport at Annexure VII.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT :

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management. A declaration to this effect has beensigned by Mr. Bimal R. Thakkar Managing Director and forms part of the Annual Report.

Z. ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere appreciation of the excellent support andco-operation extended by the Company's shareholders customers bankers suppliers and allother stakeholders.

For and on Behalf of the Board of Directors
Bimal R. Thakkar Bhavesh R. Thakkar
Managing Director Executive Director
Mumbai 20th July 2017 DIN: 00087404 DIN: 00939805

Regd. Office :

83/86 GIDC Industrial Estate Nadiad 387001 Gujarat Tel.: 0268-2551381/2 Fax. :0268-2565068; E-mail: info@adf-foods.com; website: www.adf-foods.com CIN:L15400GJ1990PLC014265