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Foods & Inns Ltd.

BSE: 507552 Sector: Agri and agri inputs
NSE: FOODSIN ISIN Code: INE976E01023
BSE 00:00 | 18 Jan 112.00 3.45
(3.18%)
OPEN

110.00

HIGH

116.80

LOW

109.95

NSE 00:00 | 18 Jan 112.70 3.05
(2.78%)
OPEN

113.50

HIGH

117.80

LOW

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OPEN 110.00
PREVIOUS CLOSE 108.55
VOLUME 68348
52-Week high 116.80
52-Week low 47.55
P/E 39.16
Mkt Cap.(Rs cr) 563
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 110.00
CLOSE 108.55
VOLUME 68348
52-Week high 116.80
52-Week low 47.55
P/E 39.16
Mkt Cap.(Rs cr) 563
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Foods & Inns Ltd. (FOODSIN) - Director Report

Company director report

Dear Members

The Directors present their report on the financial performance business andoperations of the Company for the year ended March 312021

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparisonwith previous year are given below:

(Rs in Lakhs)

Particulars Standalone Consolidated
\ FY 2019-20 (Rs) FY 2019-20 (Rs)
Total Income 36858.08 38892.28 38143.07 39614.25
Total Income excluding Excise Duty 36858.08 38892.28 38143.07 39614.25
Profit Before Depreciation Finance and Tax (PBDIT) inclusive of other Income 3164.07 3467.19 3242.48 3523.99
Finance Cost 1443.42 1135.28 1444.63 1135.28
Depreciation 1243.82 1240.39 1249.35 1242.69
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items 476.83 1091.52 548.50 1146.02
Share of profit/(loss) from Associate/ Joint venture Nil Nil 0.01 Nil
Profit before exceptional items and tax 476.83 1091.52 548.49 1146.02
Exceptional items net(Loss)/ gain Nil Nil Nil Nil
Tax Expenses 87.96 (11.95) 155.47 37.05
Net Profit for the year 388.87 1103.47 393.02 1108.97
Appropriations
Transfer to General Reserves Nil Nil Nil Nil
Balance carried to Balance sheet 388.87 1103.47 393.02 1108.97

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 312021 the turnover of theCompany is Rs. 356.57 Crores as compared to Rs. 384.29 Crores for the year ended on March31 2020. The Company made a profit before tax of Rs. 4.77 Crores during the year endedMarch 31 2021 against the profit before tax of Rs. 10.92 Crores during the year ended onMarch 312020.

As per the Consolidated Financials for year ended on March 312021 the turnover of theCompany is Rs. 370.79 Crores as compared to Rs. 392.25 Crores for the year ended on March31 2020. The Company made a profit before tax of Rs. 5.48 Crores during the year endedMarch 312021 against the profit before tax of Rs. 11.46 Crores during the year ended onMarch 312020.

The Company's exports during the year was Rs. 189.09 Crores (Rs. 203.07 Crores) anddomestic sale was Rs. 160.85 Crores (Rs. 167.78 Crores). This translates into a ratio of54.03 % to 45.97 % (54.76 % to 45.24%) between exports and domestic sales.

3. DIVIDEND

Your Board of Directors in its meeting held on June 4 2021 has recommended a FinalDividend of Rs. 0.20 (i.e. 20 %) per equity share (last year Rs. 0.20 per equity share)for the financial year ended March 31 2021 amounting to Rs. 100.68 lakhs as against'100.68 lakhs. The dividend payout is subject to approval of members at the ensuing AnnualGeneral Meeting.

4. TRANSFER TO RESERVES

The Company proposes to transfer NIL to the general reserves out of the amountavailable for appropriation and an amount of NIL are proposed to be retained in the profitand loss account.

5. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in FY 2014-15. The Company hastransferred the unclaimed fixed deposit to Investor Education and Protection Fund (IEPF).

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred after March 312021 till date of this report.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntaryactivity and a part of its long term vision of creating value for all its stakeholders.Our Company believes that giving back to society is not a mandate but something which isintegral to its beliefs. Accordingly CSR is an integral part of the Company's businessand is even promoted at the Board level.

The Company has contributed directly in urban and rural areas in sectors such aseducation water& sanitation promoting health care promoting holistic education andvalue development for children in government and low income aided schools.

Further details on the prescribed CSR spend under section 135 of the Companies Act2013 and the amount committed and distributed during the year under review are provided inthe Annual Report on CSR activities annexed as Annexure-1 to this report.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO.

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act is annexed asAnnexure-2 to this report.

9. SUBSIDIARY COMPANIES

FNI Asia PTE Limited Singapore based wholly owned subsidiary Company has struck offfrom the Register of Companies w.e.f. March 4 2021.

The Company had acquired M/s Kusum Spices w.e.f. October 2 2019 having 99.99 % of therights of the partnership firm.

Further a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

10. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (the listing Regulations) consolidated financialstatements of the Company and its subsidiary has been prepared for the year under report.The Audited Consolidated financial statements along with the auditors' report thereonforms part of this Annual report.

11. CORPORATE GOVERNANCE

Corporate Governance is about maximising shareholders value legally ethically andsustainably. We believe sound corporate governance is critical to enhance and retaininvestor trust. Our Board exercises its fiduciary responsibilities in the widest sense ofterm.

Our Corporate governance report forms part of this Annual report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 (7) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of the Act Mr. Milan Dalal retires by rotation andis eligible for re-appointment. Further the details of Directors include remunerationindependence performance Committees and Directors meeting are given in the CorporateGovernance Report which is integral part of this Annual and Board's Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that;

• In the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.

• we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year ended March 31 2021and of the profit of the Company for that year.

• we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

• we have prepared the Annual Accounts on a going concern basis.

• we have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

• we have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

14. INSURANCE

The assets of the Company are adequately insured against the loss of fire and otherrisks which are considered necessary by the management.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities and Exchange Board of India("SEBI") (Listing Obligations and Disclosure Requirements) Regulation 2015.

The Board and Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meeting like preparedness on the issue tobe discussed meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of directors.

16. NUMBER OF MEETINGS OF THE BOARD

The Board has met Five times during the financial year the details of which are givenin the Corporate Governance report.

17. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review without the attendanceof the Non - Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of the Non Independent directors and the Board as awhole and the performance of the Chairman of the Company taking into account the views ofthe Directors and assessed the quality quantity and timeline of the flow of informationbetween the Company Management and the Board which is necessary for the Board toeffectively and reasonably perform their duties.

18. COMMITTEES OF THE BOARD

Currently the Board has five committees the audit committee the nomination andremuneration committee the stakeholder's relationship committee the corporate socialresponsibility committee and the risk management committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance reportsection of this Annual Report.

19. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178 (3) of the Act has been disclosed on the website of the Company.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

21. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Companyduring the year. Related Party Transactions Policy is posted on the website of the Companyand is available at https:// www.foodsandinns.com/pdf/policies/related-party-transaction-policy.pdf. The details of all the transactions with the related parties aredisclosed in the Notes forming part of financial statements annexed to the financialstatements for FY 2020-21.

All the Related Party Transactions entered into by the Company are in ordinary courseof business and on an arm's length basis for which requisite approvals from the AuditCommittee and the Board of Directors were obtained.

22. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014 are givenbelow:

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the director Total (Rs.inlakhs) Ratio (times)
A) MEDIAN EMPLOYEE REMUNERATION 2.88
b) NON-EXECUTIVE DIRECTORS REMUNERATION
1. Mr. Bhupendra Dalal 6.35 2.20
2. Mr. Milan Dalal 6.35 2.20
3. Mr. VinodKumar Beswal 4.25 1.48
4. Mr. Raymond Simkins 2.75 0.95
5. Mrs. Kamlini Maniar 3.80 1.32
6. Mr. Hormazdiyaar Vakil 5.45 1.89
7. Mr. Maneck Davar 2.15 0.75
8. Mrs. Pallavi Dhupelia 2.25 0.78

ii. The percentage increase/ (decrease) in remuneration of each director ChiefExecutive Officer Company Secretary if any in the financial year:

Chief Executive Officer: (8.51)% Company Secretary: (8.15)% *Chief Financial Officer:(48.36)%

* Change in remuneration of CFO is for Mr. Ameya Dhupelia upto October 16 2020. Mr.Anand Krishnan was appointed as CFO w.e.f October 26 2020 therefore there is no changein his remuneration as on March 312021.

iii. The percentage decrease in the median remuneration of employees in the financialyear: 13.70%.

iv. There were 374 permanent employees on the payroll of the Company as on March312021.

v. Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The Average increase in the remuneration of all employees was 1.43% in FY 2020-21.

The average increase in the remuneration of both the managerial and non-managerialpersonnel was determined based on the overall performance of the Company. Further theremuneration of the managerial personnel is based on the remuneration policy asrecommended by the Nomination & Remuneration Committee and approved by the Board ofDirectors.

vi. It is hereby affirmed that the remuneration is as per the Remuneration Policy ofthe Company.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year no significant or material orders were passed by any regulatorsagainst the Company other than that disclosed separately in the notes of the financialstatements.

24. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The details forming part of the extract of then Annual Return in Form No MGT-9 isannexed as Annexure-4 to this report.

25. AUDITORS

25.1 Statutory Auditors

The Company's Auditors Messrs G M Kapadia & Co Chartered Accountants wereappointed as statutory auditors of the Company from the conclusion of the Forty FifthAnnual General Meeting of the Company held on September 13 2017 till the conclusion ofthe Fifty Annual General Meeting to be held in the year 2022. They have confirmed theireligibility under section 141 of the Act and the rules framed thereunder forreappointment as Auditors of the Company as required under SEBI regulations the Auditorshave also confirmed that they hold a valid certificate issued by the peer review Board ofthe Institute of Chartered Accountants of India.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors.

25.2. SECRETARIAL AUDITOR

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 Ragini Chokshi & Co Practising Company Secretaries to undertake theSecretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial compliance report is annexed asAnnexure-5 to this report and does not contain any qualifications. However there are twoobservations given by our auditor to which the management would like to give theexplanation as below:

1. As per Sub Regulation 6 of Regulation 30 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 read with sub-para 4 of Para A of Schedule III thedisclosure for the Board Meeting where Financial Results were considered was not informedto the Stock Exchange/Exchanges within 30 minutes of closure of Board Meeting held on June11 2020 and August 20 2020*.

2. During the FY 2020-21 all forms were filed in time with MCA except two which werefiled with necessary additional fees.**

* The delay in reporting to stock exchange for the June 11 2020 was due to the lockdown and Covid-19 pandemic situation and that the virtual meeting was held for the firsttime there were technical issues for printing signing scanning and uploading and thedelay for the August 20 2020 was due to internet issues on the size of file which took ashort while to rectify.

**The two forms were delayed due to technical issue.

25.3 INTERNAL AUDITORS

The Company has appointed firms of chartered accountants as its internal auditors atthe locations of the factories situated at Chittoor Bulsar Nashik Gonde and corporateoffice to evaluate the efficacy and adequacy of internal control systems compliances withoperating systems accounting procedures and policies. The Internal Auditors submittedtheir reports from time to time.

26. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of woman employees at workplace. There was nocase of sexual harassment reported during the year under review.

27. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholdersrequesting them to encash their dividend before it becomes due for transfer to the IEPF.Unclaimed dividend amounting to Rs.39026 for FY 201213 was transferred to the IEPF onOctober 18 2020.

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies Act 2013 read with IEPFauthority (Accounting Audit Transfer and Refund) Rules 2016 ('the rules') all unpaidand unclaimed dividends are required to be transferred by the Company to IEPF establishedby the Government of India after the completion of seven years. Further according to thesaid Rules the shares on which dividend remain unpaid or unclaimed by the shareholdersfor seven consecutive years or more shall also be transferred to the demat account of theIEPF authority. Accordingly the Company has transferred the corresponding shares to thedemat account of the IEPF Authority as per the requirements of the IEPF rules for thedividend remained unpaid or unclaimed upto the financial year 2012-13.

29. GREEN INITIATIVES

In the line with the 'Green initiative' the Company has affected electronic deliveryof the Annual Report 2020-21 are sent to all members whose email addresses are registeredwith the Company/ Depository Participant(s). Your Company would encourage other Membersalso to register themselves for receiving Annual Report in electronic form.

30. ACKNOWLEDGEMENT

We thank our customers vendors investors bankers for their continued support duringthe year. We place on record our appreciation of the contribution made by our employees atall levels. Our consistent growth was made possible by their hard work cooperation andsupport.

On behalf of the Board

BHUPENDRA DALAL
Chairman
Mumbai August 12 2021 (DIN: 00061492)

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