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Lakshmi Energy & Foods Ltd.

BSE: 519570 Sector: Agri and agri inputs
NSE: LAKSHMIEFL ISIN Code: INE992B01026
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VOLUME 59924
52-Week high 77.00
52-Week low 34.10
P/E 3.07
Mkt Cap.(Rs cr) 252
Buy Price 36.00
Buy Qty 212.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.50
CLOSE 36.00
VOLUME 59924
52-Week high 77.00
52-Week low 34.10
P/E 3.07
Mkt Cap.(Rs cr) 252
Buy Price 36.00
Buy Qty 212.00
Sell Price 0.00
Sell Qty 0.00

Lakshmi Energy & Foods Ltd. (LAKSHMIEFL) - Director Report

Company director report

Dear Members

The Board of your Company is immensely delighted in presenting its 25thReport. The Report is being presented along with the Audited Financial Statements for theFinancial Year ended March 31 2016.

Financial Results

(Rupees in Millions)
Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
31-03-2016 31-03-2015 31-03-2016 31-03-2015
Sale of products 9157.07 6162.44 10526.84 6165.48
Other Income 8.27 60.88 8.65 62.80
Total Revenue 9165.34 6223.32 10535.49 6228.28
Profit before Interest Depreciation 524.08 1031.60 528.34 925.50
and Tax
Finance Cost 334.50 1177.64 334.51 1178.10
Depreciation 318.86 328.72 321.09 330.78
Exceptional items-
Loss on valuation of inventories - 2953.32 - 2953.32
Profit before tax (129.28) (3428.08) (127.26) (3536.70)
Extraordinary items 844.82 - 844.82 -
Tax Expense
- Current tax - -
- Deferred Tax (66.33) (64.11) (92.37) (64.26)
MAT Credit Entitlement/ (-)adjusted (0.10)
Profit after tax (907.77) (3363.97) (879.71) (3472.44)
Add: Balance of Profit brought forward 1557.30 4921.27 1448.26 4920.70
Add: Adjustments Foreign Currency - - 2.12 -
Exchange
Profit available for appropriation 649.53 1557.30 570.67 1448.26
Appropriations - - - -
Provision for dividend (inc. of tax) - - - -
Transfer to General Reserve - - - -
Balance carried to Balance Sheet 649.53 1557.30 570.67 1448.26
Earning per share
- Basic (13.65) (50.59) (13.23) (52.23)
- Diluted (13.65) (50.59) (13.23) (52.23)

Financial & Performance Review

During the year ended 31st March 2016 your Company recorded Sales of Rs.9157.07million as compared to Rs.6162.44 million during the year ended 31-03-2015 registering aincrease of 48.59% over the last year. Loss before tax (before extra-ordinary items) hasdecreased by 96.23% to Rs.129.28 million as compared to Rs.3428.08 million. Whereas Lossafter Tax has decreased by 73.01%.

Reduction in market price of paddy/rice during the FY 2014-15 led to substantial fallin the valuation of inventory.

Consequently there was shortfall in DP in respect of CC/PC limits availed fromdifferent banks in consortium. During the course of series of consortium/Joint LendersForums (JLF) meetings restructuring of debts emerged as the only acceptable correctiveaction plans by consensus. To ascertain the techno-economic viability of the proposed debtrestructuring scheme a study was carried out by M/s Dun & Bradstreet which statedthat the said debt restructuring scheme was techno-economically viable. As per TEV studyreport the borrowings of the company were restructured by Joint Lender Forum (JLF) andimplemented in the year ended 31-03-2015 and further approved by Independent EvaluationCommittee (IEC) constituted under RBI guidelines. As per restructuring scheme outstandingbalances in CC/PC accounts over and above DP were converted into WCTL. The said WCTL wasenvisaged to be repaid over a period of eight years in structured installments withmoratorium of two years of repayment of interest and installments with funding ofinterest during moratorium.

The extraordinary item of Rs. 844.82 million shown in the financials results is theinterest accrued and converted into term loan and payable in 10 years as per restructuringscheme. Consequently the relevant deferred portion of finance cost of the year beingreported has been shown/classified under the head extraordinary item.

The consortium members were to disburse sufficient working capital funds according tothe PBF finalized in the D&B TEV report and approved by the consortium members and IECunder the restructuring scheme to enable the company to make the desired procurement andutilize its production capacity and achieve the profitability in line with the scheme.

However despite repeated requests by the company members of the Bank consortium didnot sanction/disburse the working capital limits as per approved PBF as per restructuringscheme due to which the company could not make the desired procurement which has greatlyaffected the production utilization and consequently profitabilityof the company during FY2015-16 besides causing severe loss to the various sections of the society. During thecurrent financial company is approaching the consortium members to sanction and disbursethe requisite working capital to run the operations smoothly.

The company is in agri-business food processing and green power generation based onagri-waste mainly rice husk which is one of the Company’s by-products. The Company isprimarily engaged in the handling storage and transportation of food grains. In theprocess the prime motive is to preserve and store the food grains. Warehousinginfrastructure transportation and packing plays key role in process efficiency andprofitability as it also earns tax laws.

Your Company’s USP is excellent quality strategic procurement & marketingbrand and increasing export base. Your Company’s presence is all pervasive startingfrom grass root level of farmers mandi yards through representatives procurementtransportation warehousing paddy processing generating other by-products like rice branoil de-oiled cakes and using husk for power plant.

A detailed discussion on the business performance and future outlook has been given in‘Management Discussion and Analysis’ (MDA).

Consolidated financial statements

Further pursuant to Accounting Standard -21 (AS-21) issued by the Institute ofChartered Accountants of India Consolidated Financial Statements presented in this AnnualReport include financial information Greenfield Resources Limited M/s Lakshmi Green PowerLimited and M/s Green Energy and Foods Pte. Ltd Singapore.

Change in nature of Business

During the year under review there was no change in the nature of Business.

Expansion & Modernization

During the period under review the Company has taken the followingexpansion/modernization activities:

To improve the efficiency of various departments there was a need to build a newAdministration block at the Works of the Company at Khamanon. The Company has startedbuilding state of art modern Corporate Office to meet the current and future need of theadministration office.

To improve the quality and efficiency certain balancing equipments were added in thePlants.

Performance of Subsidiaries

The following may be read in conjunction with the Consolidated Financial Statementsprepared in accordance with Accounting Standard 21. Shareholders desirous of obtaining thereport and accounts of your Company’s subsidiaries may obtain the same upon request.Further the report and accounts of the subsidiary companies will also be available onCompany’s website www.lakshmigroup.in in a downloadable format.

Punjab Greenfield Resources Limited a wholly owned subsidiary Company presentlyacts as a sales and marketing arm of LEAF and has been engaged in buying the finished ricevarieties from LEAF warehousing them and distributing them in various parts of thecountry using its network of brokers dealers and distributors.

M/s Lakshmi Green Power Limited and M/s Green Energy and Foods Pte. LtdSingapore are subsidiary Companies incorporated in 2010. On being operational thesecompanies shall significantly contribute to generate power improve logistics and mobilizeadditional exports.

Pan Gulf Foods and Industries FZ Co – The Company could not commence itsoperations. So the process of Winding up and de- registration and lease & licensetermination of "Pan Gulf Foods and Industries FZCO" Jebel Ali Dubai UAE wascompleted in May 2015.

There is no associate Company and joint venture of the Company.

Material Subsidiaries - The Board of Directors of the Company in its meetingapproved the policy for determining Material Subsidiaries. At present the Company does nothave any Material Subsidiary. The Policy on Material Subsidiary has been posted on thewebsite of the Company at the following link: http://lakshmigroup.in/downloads/Policyonmaterialsubsidiaries.pdf

The statement containing the salient feature of the financial sub-section (3) ofsection 129 in Form AOC-1 is attached as Annexure-1 and forms part of Annual Report.

Transfer to Reserves

The Company has not transferred any amount to the General Reserves during the periodyear under review.

Dividend

Taking into account loss incurred by the Company Board of directors of the Company donot recommend any dividend for the year ended 31st March 2016.

Directors and KMP

In accordance with the provisions of Section 152 of the Act read with the Articles ofAssociation of the Company Mrs. Vijay Laxmi will retire by rotation at the AGM and beingeligible offers herself for re-election. Your Board has recommended her re-election. Mr.I. S. Gumber retired by rotation at the last Annual General Meeting of the Company on 29September 2015. Since he did not offer himself for re-appointment and no proposal wasreceived for fillingup the vacancy it was decided not to appoint any director in place ofMr. I.S.Gumber at the last AGM.

Brief resume/details of the Director who is to be re-appointed as mentioned above havebeen furnished alongwith the Explanatory Statement to the Notice of the ensuing AnnualGeneral Meeting.

During the year there was no change (appointment or cessation) in the office of anyKMP. Due to critical illness of Mr. Sukhdeep Singh CFO (KMP) FinancialStatements/Certificates were signed by officiating Pathania DGM (Accounts). The detailedsection on ‘Board of Directors’ is given in the separate section titled‘Corporate Governance Report’ forming part of this Annual Report.

Declaration of Independence

The Board has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and regulation 16(b) ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations 2015. In the opinion of the Board they fulfil the conditions specified in theAct and the Rules made thereunder and are Independent of the management.

Number of Board Meetings

During the year ended 31st March 2016 eleven meetings of the Board wereheld on May 292015 May 30 2015 June 26 2015 August 13 2015 November 6 2015January 11 2016 February 10 2016 February 13 2016 March 1 2016 March 16 2016 andMarch 28 2016.

Mechanism for evaluation of board committees and individual directors

Pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of SEBI(LODR) regulations 2015 a structured procedure was adopted after taking intoconsideration the various aspects of the Board’s functioning composition of theBoard and its various Committees execution and performance of specific dutiesobligations and governance.

The performance evaluation of the Independent Directors was completed in time. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. The Board of Directors expresses its satisfaction with theevaluation process.

The Nomination and Remuneration ("NR") Committee has laid down propercriteria and procedure to evaluate and scrutinize performance of the Chairperson each(including Executive Non-Executive and Independent directors) of the Board as a wholeand its Committee.

The criteria include different aspects covered under Administrative StrategicOperational and Compliance headings.

As per laid down procedure the Independent Directors held a separate meeting to reviewthe performance of the Chairperson of the Company after taking into account the views ofExecutive and Non Executive Directors. The substantial and continuing contribution ofthe Chairperson in the growth of the Company has been highly commended. The IndependentDirectors also reviewed performance of every Executive and Non Executive Director of theBoard. The performance evaluation of each Independent Director was done by the entireBoard (except the Independent Directors being evaluated).

The performance of each committee has been evaluated by its members and found to behighly satisfactory.

On the basis of this exercise the NR Committee and the Board after recognising theimportant contribution being made by each Independent Directors have decided that allIndependent Directors should continue to be on the Board.

Familiarisation programme for Independent Directors

During FY 2015-16 the Board including all Independent Directors were explained abouttheir roles rights responsibilities in the Company through detailed presentations on thechanges in backdrop of the Companies Act 2013 and Listing Agreement.

The Board including all Independent Directors was provided with relevant documentsreports and internal policies to enable them to familiarise with the Company’sprocedures and practices from time to time besides regular briefing by the members of theSenior Leadership Team.

The Familiarisation programme for Independent Directors is posted on the websitewww.lakshmigroup.in and can be viewed at the following link -http://lakshmigroup.in/downloads/FAMILIARIZATIONPROGRAMFORINDEPENDENTDIRECTORS. pdf.

Remuneration Policy

Your Company has set up a Nomination and Remuneration (‘NR’) Committeepursuant to Section 178 of the Act which has formulated a policy for Directors’Appointment and remuneration for Directors KMP and other employees. They have alsodeveloped the criteria for determining qualifications positive attributes andindependence of a Director including making payments to Non-Executive Directors.

NR Committee takes into consideration the best remuneration practices being followed inthe industry while fixing appropriate remuneration packages. Further the compensationpackage for Directors Key Managerial Personnel Senior Management and other employees aredesigned based on the following set of principles:

• Aligning key executive and Board remuneration with the longer term interests ofthe Company and its shareholders;

• Minimise complexity and ensure transparency;

• Link to long term strategy as well as annual business performance of theCompany;

• Promotes a culture of meritocracy and is linked to key performance and businessdrivers; and

• Reflective of line expertise market competitiveness so as to attract the besttalent.

Your directors affirm that the remuneration paid to employees KMP and Directors is asper the Remuneration Policy of the Company. The Remuneration Policy of the Company isposted on the website www.lakshmigroup.in and can be viewed at the following Linkhttp://lakshmigroup.in/Investor.html

Directors’ Responsibility Statement

Your Directors make the following statement in terms of Section 134(3)(c) & (5) ofthe Act which is to the best of their knowledge and belief and according to theinformation and explanations obtained by them:

1. that in the preparation of the annual accounts for the Financial Year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

2. that appropriate accounting policies have been selected and applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the State of Affairs as at March 31

2016 and of the Profit/Loss your Company for the Financial Year ended March 31 2016;of

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;

4. that the annual accounts for the Financial Year ended March 31 2016 have beenprepared on a going concern basis;

5. that the Directors have laid down Internal Financial Controls which were followed bythe Company and that such Internal Financial Controls are adequate and were operatingeffectively; and

6. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Management Discussions and Analysis Report

Management Discussions and Analysis Report as required pursuant to Schedule V ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations 2015 is annexed and forms part of this Report.

Corporate Governance

The Company has complied with the Corporate Governance requirements as stipulated inSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations 2015. A separate section on Corporate Governance alongwith a certificate fromthe Auditors of the Company confirming the compliance is annexed and forms part of thisReport.

The Board has also evolved and adopted a Code of Conduct based on the principles ofGood Corporate Governance and best management practices being followed globally. The Codeis available on the website of the Company www. lakshmigroup.in.

Transfer to Investor Education & Protection Fund

During the year under review there was no amount of unpaid / unclaimed dividend due tobe transferred to "Investor Education and Protection Fund" (IEPF) established bythe Central Government.

However unpaid/unclaimed dividend of Rs.549637/- in respect of 2007-08 (FinalDividend) was transferred to "Investor Education and Protection Fund" (IEPF)established by the Central Government in May 2016.

Hereunder are the details of Dividends paid by the Company and their respective duedates of transfer of unpaid or unclaimed dividends to IEPF:

Dividend for the year Date of Declaration of Dividend Due date for transfer to IEPF
2008-09 (Final Dividend) 27/03/2010 02/05/2017
2009-10 (Final Dividend) 26/03/2011 01/05/2018
2010-11 (Final Dividend) 28/03/2012 03/05/2019
2011-12 (Final Dividend) 28/03/2013 03/05/2020
2012-14 (Interim Dividend) 03/05/2013 08/06/2020

Material Changes and commitments

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company 31st March 2016 and the date of this Report.

Changes in Capital Structure

Issuance/allotment of convertible warrants

The company has allotted 7140000 convertible warrants (3480000 warrants of series-1and 3660000 warrants of Series-2) on 17/05/2016 on preferential basis to M/s GaneshayOverseas Industries Limited Promoters’ Group entity at an exercise price ofRs.17.50 per underlying equity share of the face value of Rs.2 each in terms of thein-principle approvals given by BSE and NSE. As per SEBI (ICDR) Regulations 25% upfrontamount was received by the company from the allottee before allotment of warrants.

The company has allotted 3480000 equity shares of Rs.2/- on 20-07-2016 on conversionof 3480000 warrants of Series-1 to M/s Ganeshay Overseas Industries Limited(Promoters’ Group entity).

Except the above matter there has not been any change in capital structure. AuthorisedCapital of the Company is Rs.200000000 and paid up capital was Rs.132980000/- as on31-03-2016 and Rs. 139940000/- as on date of this report.

Particulars of loans guarantees and investments u/s 186

The details of the investments made by the Company are in Note No.14 of the auditedfinancial statements. The Company has not made any loans to any persons within the meaningof Section 186 and has also not given any guarantees within the meaning of that section.

Credit Rating

Brickwork Ratings has assigned ‘BWR BB-’ Outlook-stable’ for the BankLoan facilities of the Company.

Related Party Transactions

All related party transactions pursuant to Section 188(1) of the Act that were enteredinto during the Financial Year were on an arm’s length basis and in the ordinarycourse of business. There were no materially significant transactions made by your Companywith its Promoters Directors Key Managerial Personnel or other designated persons whichmight have a potential conflict with the interest of the Company at large.

Related Party Transactions were placed before the Audit Committee for its approval.There was no matter requiring approval of the Board. The particulars of contracts orarrangement with related parties referred to in Section 188(1) of the Companies Act 2013for the FY 2015-16 in the prescribed Form AOC-2 has been enclosed in the Report as Annexure-6.Your Company has developed Standard Operating Procedures for the purpose of identificationof Related Party Transactions and monitoring on a regular basis. Related partytransactions were disclosed to the Board on a regular basis as per AS– 18.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website at www. lakshmigroup.in and can be viewed at the following link:http://lakshmigroup.in/downloads/Relatedpartytransactionpolicy. pdf

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany except the remuneration received by respective directors.

Risk Management System

Your Company follows a comprehensive system of Risk Management and has adopted aprocedure for risk assessment and its minimisation. It ensures that all the risks aretimely defined and mitigated in accordance with the Risk Management Process includingidentification of elements of risk which might threaten the existence of the Company.During FY 2014-15 your Company constituted a Risk Management Committee which intenselymonitors the Risk Management Process in the Company and the same is periodically reviewedby the Board.

Vigil Mechanism/ Whistle Blower Policy

Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy todeal with instance of fraud and mismanagement if any. The policy enables the employeesDirectors and other stakeholders to raise their concern. There was no incident when theaccess to the Audit Committee was denied to any employees with respect to vigil mechanism.The policy is posted on the website of the Company at www. lakshmigroup.in at thefollowing link:

http://lakshmigroup.in/downloads/VIGIL_MECHANISM.pdf

Corporate Social Responsibility (CSR)

With the introduction of Section 135 of the Act which came into effect during thisfinancial year the Company has constituted a Corporate Social Responsibility("CSR") Committee. The Committee manages and overviews the CSR projects of yourCompany. The CSR activities are based on the CSR policy approved by the Board which isavailable on the Company’s website www.lakshmigroup.in under the section InvestorInformation.

The CSR initiatives of the Company are identified in consultation with the managementsocial experts community and other stakeholders. The implementation strategy is plannedin a way so as to give sustainable and scalable solutions. The identified focus areas forthe Company are:

i) Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water:

ii) Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

iii) Promoting gender equality empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;

iv) Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water;

v) Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts;

vi) Measures for the benefit of armed forces veterans war widows and their dependents;

vii) Training to promote rural sports nationally recognised sports paralympic sportsand Olympic sports;

viii) Contribution to the Prime Minister’s National Relief Fund or any other fundset up by the Central Government for socio-economic development and relief and welfare ofthe Scheduled Castes the Scheduled Tribes other backward classes minorities and women;

ix) Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

x) Rural development projects;

xi) Such other activities as may be recognized by the Committee/Board or as may berequired/ permissible under prevailing law(s).

As on 31st March 2016 Corporate Social Responsibility Committee consisted of thefollowing directors:

1. Mr. Balbir Singh Uppal CMD – Chairman
2. Mr. Nirdosh Bali Independent director – Member
3. Mr. V.K. Mishra Independent director – Member

Mr. V.K. Mishra was inducted as member of CSR committee w.e.f 29th May 2015 in placeof Mr. Kanwaljit Singh Jolly who had resigned as Director w.e.f 1st April 2015.

The Company has actively supported various initiatives in the areas of providinghousing and promoting education to children from needy and poor families over the years.The Annual Report on Corporate Social Responsibility Activities is annexed herewith asAnnexure-2 and forms an integral part of this report.

Audit Committee

The Audit Committee of the Company comprises of the following Non-Executive andIndependent Directors:

1. Mr. Nirdosh Bali - Chairperson

2. Mr. V.K.Mishra - Member

3. Mr. Amarjit Singh - Member

The details about Audit Committee and its terms of reference etc. have been given inCorporate Governance Report.

During the Year under review there was no such recommendation of the Audit Committeewhich was not accepted by the Board.

Auditors and Auditors’ Report

i. Statutory Auditors and Auditors’ Report

M/s. SMPS & Co. Chartered Accountants New Delhi Statutory Auditors of theCompany were appointed for 4 (four) consecutive years from the date of the 23rdAnnual General Meeting (AGM) for a term up to the conclusion of 27th AGM of theCompany (subject to ratification of the appointment by the members at every AGM held afterthis AGM). At the ensuing AGM their appointment is proposed to be ratified for FY2016-17. The Company has received an eligibility letter from the auditors to the effectthat the ratification of their appointment would be in accordance with Sections 139 and141 of the Act. The Board recommends the ratification of their appointment.

The observations of Auditors in their Report read with the relevant notes to accountsare self explanatory and therefore do not require further explanation pursuant to Section134(3)(f)(i). The Auditors’ Report does not contain anyqualification reservation oradverse remark.

ii. Cost Auditors

As per Section 148 of the Companies Act 2013 read with notification issued by Ministryof Corporate Affairs regarding the Cost Audit of Power Generation segment the Company isrequired to have the audit of its cost records conducted by a Cost Accountant in Practicefrom the FY 2016-17. In this connection the Audit Committee has recommended to the Boardof Directors and the Board of Directors has approved the reappointment of M/s Anil Sharma& Co. Cost Accountants Chandigarh as Cost Auditors of the Company to conduct theCost Audit for the financial year 2016-17.

As required under the provisions of Companies Act 2013 a resolution seeking membersapproval for the remuneration payable to the Cost Auditors forms part of the Noticeconvening the Annual General Meeting of the Company. As per Cost Audit Rules-2014 CostAudit was not applicable to our Company during 2015-16.

iii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereof your Company has appointed M/s. A. Arora & Co. Company SecretariesChandigarh to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for the Financial Year ended March 31 2016 is annexed herewith as Annexure-3.

The observations of Secretarial Auditor in the Report are self explanatory andtherefore do not require further explanation except the following observation given by theSecretarial Auditors - "Pursuant to the resignation of an independent director w.e.f01-04-2015 the composition was not in compliance with the provisions of clause 49 from01-07-2015 to 29-09-2015.

The explanation on the above observation is that the company initiated an action toinduct a suitable Non-Executive

Independent Director on the Board of the Company during the first quarter of thefinancial year. But later with retirement of one non-executive director w.e.f29-09-2015 the composition of the Board was made as per Listing Agreement/ListingRegulations. W.e.f from 29-09-2015 and as on the date of this report the composition ofthe Board of the Company is as per regulation 17 of SEBI (SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Internal Control Systems and their Adequacy

The Company has a proper and adequate system of internal controls. This ensures thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand those transactions are authorised recorded and reported correctly. An extensiveprogramme of internal audits and management reviews supplements the process of internalcontrol. Properly documented policies guidelines and procedures are laid down for thispurpose. The internal control system has been designed to ensure that the financial andother records are reliable for preparing financial statements and for maintainingaccountability of assets. The Company has in place adequate internal financial controlswith reference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

Insider Trading Code

In compliance with the SEBI regulation on prevention of insider trading the Companyhad instituted a comprehensive Code of Conduct for regulating monitoring and reporting oftrading by Insiders. The said Code laid down guidelines which advised them on proceduresto be followed and disclosures to be made while dealing with shares of the Company andcautioned them on consequences of non-compliances.

Further the Company has put in place a Code of practices and procedures of fairdisclosures of unpublished price sensitive information. Both the aforesaid Codes are inlines with the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.

Deposits from Public

The Company has not accepted any deposits from public during the year and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of balance sheet.

Cash Flow Statement

In conformity with the provisions of Clause 34(2) of SEBI(LODR) Regulations 2015 theCash Flow Statement for the year ended on 31st March 2016 forms an integralpart of the Financial Statements.

Stock Exchange Listing

The shares of the Company are presently listed on the following Stock Exchanges:

1. National Stock Exchange of India Limited;

2. BSE Limited;

Personnel

As on March 31 2016 the total numbers of employees on the records of the Company were278. Directors place on record their appreciation for the significant contribution made byall employees who through their competence dedication hard work co-operation andsupport have enabled the Company to cross new milestones on a continual basis.

Particulars of remuneration of Directors and KMP’s

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure-4 forming part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return pursuant to Sections 92(2)and 134(3)(a) of the Act and rules made thereof in form MGT 9 is annexed herewith asAnnexure-5.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo.

Information required under Section 134(3)(m) of the Act read with rules made thereofis given hereunder.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy

In pursuit of continuous improvement towards energy conservation and compliance withenvironmental regulations many initiatives have been underway such as:

a. The maintenance of the Boiler and Turbine generator is carried out regularly withoptimum care with the help of the technical professionals and modern equipments.

b. Most of the traditional lights are being converted into CFL/EFL.

c. Installation of variable frequency drives on high pressure boiler feed water pumpsID fans FD fans and fuel feeders.

d. Installation of soft starter at grading point.

e. AC drive on cooling fans.

f. Capacitator panel for enhancing power factor.

g. Interlocking of motor operation to reduce the idle running hours of the motor interms of power saving and safety.

h. Schedule cleaning of condenser in power plant and heat exchanger of various unitslike alternator & oil coolers is being carried out to increase the heat transfer.

i. An O2 analyzer is used for monitoring and controlling flue gas of the boiler.

j. Use of ETP treated water for horticulture.

k. Use of condensate steam/water in boiler for power generation.

l. Air compressor with latest technology is installed to reduce power consumption atlow load mode.

m. Additional air dryers provided in compressor air system to avoid zero moisture toSortex machines.

Compressor air pipe lines are changed with Aluminum pipes to maintain the quality ofair entering Sortex machines.

n. Captive husk based co-generation of power reducing consumption from main gridutilization.

o. Usage of other biomass fuel like rice/paddy straw wheat straw in optimum ratiobased on availability so that utilizing all the available fuels to run the plant andgetting max plant load factor (PLF).

p. Development of greenery all over the plant.

The above energy conservation measures would result in reduction in energy consumptionand effectively saving in drawal of power from the State Grid upto 5 to 10%.

(ii) The steps taken by the Company for utilizing alternate sources of energy :-

The Company is contemplating to install solar power plant.

(iii) The capital investment on energy conservation equipments:-

Further energy conservation is planned through replacement of and modification ofinefficient equipments and by providing automatic controls to reduce idle running ofequipments.

(B) Technology Absorption:

(i) the efforts made towards technology absorption and;

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;

The Company is taking caring of latest developments and advancements in technology andall steps are being taken to adopt the same. The Process equipments installed in the plantare of from world class manufacturers with latest technology like Satake -Japan SchmidtSeager – Germany Shin Nippon Machinery Co. Ltd Japan Toyo Denki Power systems Thermax Sullair – USABB Schneider AREVA Forbes Marshal etc. The Company’stechnical team is in process of exploring the opportunities & updating new technologyfor sophisticated equipments with latest technology.

(iii) Technology imported (imported during the last three years reckoned from thebeginning of the financial year)- None

(a) the details of technology imported;N.A (b) the year of import; N.A

(c) whether the technology been fully absorbed: Yes

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; N.A

(iv) the expenditure incurred on Research and Development: The Company is yet to carryout R & D on product genes cultivation which could be predominantly back end process.

(C) Foreign Exchange Earnings and Outgo:

i) Export Activities/Initiatives to Increase Exports/Development of New Export Markets/ Export Plans

EXPORT INITIATIVES 2015-16

During the period under review your Company focused on the export of PUSA basmati 1121rice and exported rice amounting to Rs.4.43 million to Saudi Arabia (previous year- Rs.721.52 million). Your Company is very active in exploring the new markets.

EXPORT PLAN FOR 2016-17

• Focus on existing international market for business growth

• Explore the possibility of export to other international markets.

• Opening of new overseas offices to improve customer touch points.

During the year under review the earning on account of foreign exchange (export sale)was Rs.4.43 million (Previous year Rs. 714.30 million) and the outgo in foreign exchangewas Rs.233.56 million (Previous year - Rs. 237.31 million).

Statutory Disclosures

1. The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Act and rules made thereof.

2. There is no issue of equity shares with differential rights as to dividend votingor otherwise.

3. There is no issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Companyreceive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals concern status and Company’s operations in future.

6. The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2015-2016 nocomplaints were received by the Company related to sexual harassment.

Acknowledgement

Directors wish to convey their sincere appreciation for the co-operation and excellentassistance the Company has received from central/state government(s) and variousministries departments of the central/state government(s) dealers and valued businessassociates without which it would not have been possible to achieve all round progress andgrowth of the Company. The Board also places on record its appreciation to shareholdersfor their continued trust and support. The Board also places on record its appreciationfor the continuous patronage of the customers of the Company.

For and on Behalf of the Board
Sd/-
Place: Khamanon Balbir Singh Uppal
Date: 11-08-2016 Chairman and Managing Director
DIN: 00064718