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DFM Foods Ltd.

BSE: 519588 Sector: Agri and agri inputs
NSE: DFMFOODS ISIN Code: INE456C01020
BSE 16:01 | 01 Apr 173.00 -2.80
(-1.59%)
OPEN

174.25

HIGH

180.15

LOW

173.00

NSE 15:40 | 01 Apr 173.25 -1.40
(-0.80%)
OPEN

175.00

HIGH

180.00

LOW

171.00

OPEN 174.25
PREVIOUS CLOSE 175.80
VOLUME 1393
52-Week high 333.90
52-Week low 150.00
P/E 24.33
Mkt Cap.(Rs cr) 867
Buy Price 172.00
Buy Qty 2.00
Sell Price 173.50
Sell Qty 36.00
OPEN 174.25
CLOSE 175.80
VOLUME 1393
52-Week high 333.90
52-Week low 150.00
P/E 24.33
Mkt Cap.(Rs cr) 867
Buy Price 172.00
Buy Qty 2.00
Sell Price 173.50
Sell Qty 36.00

DFM Foods Ltd. (DFMFOODS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their report along with the audited accountsof the Company for the year ended 31st March 2018.

Financial Results

The financial results as compared to the previous year are as under:-
(Rs. in Lakhs)
Year ended 31st March 2018 Year ended 31st March 2017
Revenue from operations 42531 34191
Profit before interest financial expenses and depreciation 5083 3183
Other Income 434 499
Interest & financial expenses 1002 449
Depreciation and amortization 997 723
Profit before exceptional items and tax 3518 2510
Exceptional items - -
Profit before tax 3518 2510
Tax expense 1187 664
Profit after tax 2331 1846
Other Comprehensive Income (after tax) (35) (20)
Total Comprehensive Income (after tax) 2296 1826

Indian Accounting Standards (Ind AS)

The Company has adopted Ind AS w.e.f. 1st April 2017 with a transition dateof 1st April 2016. Accordingly results for the year ended 31stMarch 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS)notified under Section 133 of the Companies Act 2013 read with Companies (Accounts)Rules 2014. Previous year figures have been restated as per Ind AS to make themcomparable.

Dividend Distribution Policy & Dividend

The Company has adopted Dividend Distribution Policy which is attached as Annexure– 1 and can also be accessed on the Company's website athttp://www.dfmfoods.com/download/ corporate/dividend-distribution-policy.pdf

Your Directors have recommended the payment of dividend of Rs. 5/- per equity share ofRs. 10/- each for the financial year ended 31st March 2018 amounting to Rs.6.04 crores inclusive of dividend distribution tax of Rs. 1.03 crores. The dividendpayment is subject to the approval of members at the ensuing Annual General Meeting. Thedividend will be paid to members whose names would appear on the Register of Members ason 20th July 2018.

Transfer to Reserves

During the year under review no amount is proposed to be transferred to GeneralReserves.

Operational Review and the State of Company's Affairs

The details on operational review and the state of Company's affairs are provided inthe Management's Discussion and Analysis Report forming part of this Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe auditors of the Company confirming compliance is attached to the Report on CorporateGovernance.

Directors and Key Managerial Personnel

Directors

Mr. Sandeep Singhal retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for reappointment. His brief resume and other details areprovided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed both under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company during theyear.

Policy on Directors appointment and Policy on Remuneration

The policy on appointment of Board members including criteria for determiningqualifications positive attributes and independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure – 2.

The details of familiarization programmes to Independent Directors with the Company areput up on the website of the Company at the weblink http://www.dfmfoods.com/download/investors/Familiarisation-Programme-detail.pdf

Performance Evaluation of the Board its Committees and Individual Directors

The Board in consultation with its Nomination & Remuneration Committee hasimplemented a formal process for the annual evaluation of the performance of its Boardits Committees and individual Directors including Independent Directors. This processincludes criteria for performance evaluation.

The annual performance evaluation has been carried out in accordance with the above forthe year under review.

Particulars of Remuneration of Directors / KMP / Employees

The particulars of remuneration under Section 197(12) of the Companies Act 2013 andRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached as Annexure – 2A and Annexure – 2B.

Employees Stock Option Scheme

No options were granted during the year. Of the 20000 options vested earlier all wereexercised during the year. Accordingly the Company has allotted 20000 equity shares intwo tranches of 10000 equity shares each on 13th October 2017 and 23rdFebruary 2018 respectively.

The Company has received a certificate from the Auditors of the Company that the Schemehas been implemented in accordance with the SEBI Guidelines and the resolution passed bythe members. The certificate would be placed at the Annual General Meeting for inspectionby members.

During the year there has been no change in the DFM Foods Employee Stock OptionPlan-2014 of the Company.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31stMarch 2018 with regard to the DFM Foods Employee Stock Option Plan – 2014 of theCompany are available on the website of the Company at www.dfmfoods.com and web link forthe same is http://www.dfmfoods.com/download/corporate/ESOP.pdf

Meetings of the Board

Four Board meetings were held during the year. For further details please refer to theReport on Corporate Governance which forms part of this Annual Report.

Directors Responsibility Statement

Your Directors state:

a) That in the preparation of the annual accounts for the year ended 31stMarch 2018 the applicable accounting standards have been followed and there are nomaterial departures from the same;

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2018 and of the profit of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors' Report

Statutory Auditor

M/s. Deloitte Haskins & Sells (Firm Registration No.015125N) CharteredAccountants had been appointed as statutory auditors of the Company for a period of 4consecutive years from the conclusion of the Annual General Meeting held on 31stJuly 2014 subject to ratification of their re-appointment at every Annual GeneralMeeting. The current tenure of the statutory auditors expires at the conclusion of theensuing Annual General Meeting.

The Board of Directors on the recommendation of the Audit Committee has recommendedre-appointment of M/s. Deloitte Haskins & Sells (Firm Registration No.015125N)Chartered Accountants as statutory auditors of the Company for a further term of 5consecutive years from the conclusion of the ensuing Annual General Meeting (AGM) tillthe conclusion of 30th AGM to be held in the year 2023 subject to approval ofthe Members.

The Auditors' Report on the financial statement of the Company for the year forms partof the Annual Report.

There has been no qualification reservation adverse remark or disclaimer by theAuditors in their Audit Report.

Secretarial Auditor

The Board had appointed Mrs. Sunita Mathur Practicing Company Secretary to conductthe Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report isannexed as Annexure – 3. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

Internal Financial Control System

The Directors have laid down internal financial controls to be followed by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and the completeness of the accounting records and the timelypreparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically and noreportable material weaknesses in the design or operation were observed during the year.

Risk Management

Your Directors continually evaluate the risks faced by the Company which could affectits business operations or threaten its existence. The Company takes appropriate riskcontainment measures and manages the same on an ongoing basis.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any subsidiary Joint Ventures or Associate Company.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo are provided in Annexure – 4 to this Report.

Corporate Social Responsibility (CSR)

The Company has adopted a CSR Policy which can be accessed at the following web linkhttp://www.dfmfoods.com/download/ corporate/CSR-Policy.pdf

The Company has spent above 2% of the average net profits of the Company during thethree immediately preceding financial years. The details are provided in the Annual Reporton CSR activities attached as Annexure – 5.

Change in Capital Structure and Listing of Shares

During the year under review the Company has allotted 20000 Equity Shares under DFMFoods Employee Stock Option Plan – 2014 of the Company. With the said allotment thepaid-up capital of the Company has increased from Rs. 100016760 divided into 10001676Equity Shares of the face values of Rs. 10/- each to Rs. 100216760 divided into10021676 equity shares of the face values of Rs. 10/- each.

The Company's shares are listed with BSE Ltd. and National Stock Exchange of India Ltd.

Extract of Annual Return

The extract of Annual Return of the Company is provided in Annexure – 6 to thisReport.

Particulars of loans and guarantees given securities provided and investments made

The Company has neither given any loans or guarantees nor provided any securitiescovered under the provisions of Section 186 of the Companies Act 2013.

Contracts and Agreements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the normal course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Prior omnibus approvalis obtained for related party transactions which are of repetitive nature and entered inthe ordinary course of business and at arm's length. All related party transactions areplaced before the Audit Committee for review and approval.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://www.dfmfoods.com/download/corporate/policy-on-related-party-transactions-and-materiality-of-related-party- transactions.pdf

Your Directors draw attention of the members to Note 30 to the financial statementwhich sets out related party disclosures. Disclosures

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia asChairman Mr. Mohit Satyanand Mr. Sarat Chandra Nanda and Ms. Hiroo Mirchandani asmembers.

Public Deposits

During the year under review your Company has not accepted any public deposits underChapter V of the Companies Act 2013.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. Employees may alsoreport to the Chairman of the Audit Committee.

Sexual Harassment

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

Acknowledgement

Your Directors would like to place on record their sincere gratitude for the assistanceand cooperation received from all the banks.

They also wish to place on record their appreciation for the loyal and devoted servicesrendered by all categories of employees.

On behalf of the Board
Place: New Delhi Mohit Jain
Date: 25th May 2018 Chairman