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Foods & Inns Ltd.

BSE: 507552 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE976E01023
BSE 00:00 | 22 Mar 174.45 5.95






NSE 05:30 | 01 Jan Foods & Inns Ltd
OPEN 167.15
VOLUME 26097
52-Week high 217.45
52-Week low 121.40
P/E 81.52
Mkt Cap.(Rs cr) 293
Buy Price 174.10
Buy Qty 285.00
Sell Price 175.00
Sell Qty 100.00
OPEN 167.15
CLOSE 168.50
VOLUME 26097
52-Week high 217.45
52-Week low 121.40
P/E 81.52
Mkt Cap.(Rs cr) 293
Buy Price 174.10
Buy Qty 285.00
Sell Price 175.00
Sell Qty 100.00

Foods & Inns Ltd. (FOODSINNS) - 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 31 2018


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

(Rs In Lakhs)

Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
( Rs ) (Rs) (Rs) (Rs)
Total Income 32684.36 36125.42 34406.52 37640.12
Total Income excluding Excise Duty 32520.19 35391.71 34242.35 36906.41
Profit Before Depreciation Finance and Tax (PBDIT) inclusive of other Income 3492.25 3741.32 3321.67 3762.82
Finance Cost 1784.17 1818.22 1807.36 1842.30
Depreciation 958.63 940.15 1046.51 1019.54
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items 749.44 982.95 467.80 900.98
Share of profit/(loss) from Associate/ Joint venture Nil Nil Nil 0.77
Profit before exceptional items and tax 749.44 982.95 467.80 901.75
Exceptional items net(Loss)/ gain Nil Nil Nil Nil
Tax Expenses 120.86 431.09 120.86 431.09
Net Profit for the year 628.58 551.86 346.94 470.66
Transfer to General Reserves Nil Nil Nil Nil
Balance carried to Balance sheet 628.58 551.86 346.94 470.66


As per the Standalone Financials for year ended on March 31 2018 the turnover of theCompany is Rs 320.01 crores as compared to Rs 346.86 crores for the year ended on March31 2017. The Company made a profit before tax of Rs 7.49 crores during the year endedMarch 31 2018 against the profit before tax ofRs 9.83 crores during the year ended onMarch 31 2017.

As per the Consolidated Financials for year ended on March 31 2018 the turnover of theCompany is Rs 336.91 crores as compared to Rs 361.50 crores for the year ended onMarch 31 2017. The Company made a profit before tax ofRs 4.68 crores during the yearended March 31 2018 against the profit before tax ofRs 9.01 crores during the year endedon March 31 2017. The Company's exports during the year was Rs 199.31 crores (Rs189.29crores) and domestic sale was Rs 103.30 crores (Rs143.38 crores).This translates into aratio of 62.28 % to 32.28% (54.57% to 41.34%) between exports and domestic sales.


a. Sub division of Equity Shares of Face Value of Rs 10/- each into EquityShares of Face Value of Rs 1/- each

Pursuant to the approval of shareholders of the Company through Postal Ballot noticedated February 15 2018 the nominal face value of equity shares of the Company wassub-divided from Rs 10/- per equity shares to Rs 1/- per equity share regulatoryprovisions and procedures were completed on April 20 2018 and the equity shares were subdivided w.e.f. April 20 2018. To facilitate this sub-division shareholders were issued10 equity shares of Rs 1 each in lieu of one equity share of Rs 10 each held by them as onthe record date i.e. April 20 2018 fixed for this purpose.

b. Increase in the Paid up Share Capital through conversion of warrants on PreferentialBasis:

Pursuant to the receipt of approval of the Shareholders of the Company at the 44thAnnual General Meeting held on 08-09-2016 the 36000 warrants issued to Mr. Milan Dalalpromoter of the Company at a price of Rs 720/- per equity shares in accordance with theprovisions of Chapter VII of SEBI ICDR Regulations were due for conversion into equityshares by the company through Board resolution passed on March 13 2018.


Your Board of Directors in its meeting held on May 24 2018 has recommended a FinalDividend of Rs 0.30 (i.e. 30 %) per equity share of the paid up value of Rs 1 (last yearRs 3.00 per equity share of the paid up value of Rs 10) for the financial year ended March31 2018 amounting to Rs 49.26 lakhs as against Rs 48.18 lakhs. The dividend payout issubject to approval of members at the ensuing Annual General Meeting.


The Company proposes to transfer Rs NIL to the general reserves out of the amountavailable for appropriation and an amount of

Rs 3135.11 lakhs is proposed to be retained in the profit and loss account.


The Company had discontinued its Fixed Deposit scheme in the financial year 2014-15.The Company has repaid all its fixed deposit in the last year ended March 31 2017 exceptdeposits of Rs 20000 which remain unclaimed by 2 depositors.


The Board of Directors of the Company at its meeting held on April 21 2018 hasapproved the Scheme of Arrangement in terms of Sections 230 to Section 232 of theCompanies Act 2013 and other applicable provisions of the Companies Act 2013 involvingamalgamation of Finns Frozen Foods (India) Limited the Wholly Owned Subsidiary Companyw.e.f April 1 2018 ("the Transferor Company") with Foods and Inns Limited("the transferee company"). The said scheme would be operational upon approvalby Hon'ble Bombay High Court and other regulatory and statutory authorities as applicable.


There are no material changes and commitments affecting the financial position of theCompany which have occurred after March 31 2018 till date of this report.


(i) Overview of the Indian food processing industry:

The Indian food industry poised for massive growth continues to increase itscontribution to world food trade. In India the food sector has emerged as ahigh-growthandhigh-profitsector given its immense potential for value additionparticularly in the Food Processing Industry.

The processed food market currently valued at USD 322 billion in 2016 is expected togrow to US $543 billion by 2020 at a Compound Annual Growth Rate (CAGR) of 14.6 per cent.For the next 5 years the food industry is expected to grow to US $958 billion by 2025 ata CAGR of 12 per cent to account for increasing saturation of the market.

The Ministry of Food Processing Industries has been implementing several schemes underthe umbrella of the ‘Pradhan Mantri Kisan Sampada Yojana'. These schemes with anallocation of INR 60 billion (US $900 million) for the period 2016 to 2020 are expectedto leverage investments of INR 314 billion (US $5 billion) for development ofinfrastructure in the food processing sector.

The Government through the Ministry of Food Processing Industries (MoFPI) is makingevery effort to boost investments in the sector. Encouraged by proactive policy measuresof the Government of India and the state Governments several foreign companies as wellas domestic corporate have set up processing units on their own or through joint ventures(JV) and often in collaboration with other players.

Your company is in an exciting and fast moving space coupled with India's demographicchange leading to the Age of Consumerism. Demographic changes in the today's marketinclude increasing young population growing disposable income and rapid life-stylechanges with respect to the common man. Couple of key macro-economic trends which aresupporting this industry including a) 1.3bn potential customers b) One of the fastestgrowing economies in the world c) One tax – GST d) 100% FDI in Food Processing e)Globally ranked 1 in production of several agri-commodities and ranked 2 in total foodproduction.

(ii) Expansion plan and strategic outlook:

Your company has developed a succinct one page business plan which is the guidingprinciples for all staff. This is regularly monitored and revised as we continue to unlockintrinsic value with expansion planning of new and modern processing facilities across allour facilities so as to amplify synergies. We are on the brink of closing 2 key capexprojects in our Western and Southern facilities which not only increase our capacity butalso our product portfolio and reach to market. For the year going forward we have anothercouple of sizeable capex initiatives to take advantage of the same.

In order to improve our supply chain and lower our cost of operations we havesuccessfully phased in our long awaited Enterprise Resource Planning system across all ourlocations. This provides extreme value in the form of customer relationship managementregulatory compliance streamlined data analysis/quality and improved reporting.Additionally this has empowered our staff and helped streamline their work.

Our strategic outlook remains bullish with our unconditional focus on buildingcustomer trust and value. Our unique selling points sits with our professional yet veryexperienced management team coupled with our unwavering focus on providing a qualityproduct.

Our senior management team remains very hands on with the market whilst assessing newopportunities regularly as India partakes in a slow but steady growth curve.

(iii) Delivering long term sustainable value

Our over arching business strategy is to deliver long term sustainable value in all wedo. These are achieved via the following: a) Customer insights drive our business henceconnecting and understanding their needs is paramount to value creation b) Drivingefficiencies across our business ensuring strong financial controls are in place whileinvesting for growth c) Working closely as a team and with external stakeholders so thatwe can build relationships to successfully forward and backward integrate our business d)Acting responsibly and listening to our consumers taking care of our people working tominimize our environmental impact and gives something back to the communities we serve.

(iv) Risk management:

Risk management is a key to the Company's strategy; it is not only used as a tool forrisk mitigation but to also assist in finding opportunities for continuous development.The Company is constantly evolving whilst developing a well-documented risk managementframework hence assisting in timely identification assessment and mitigation of risks.

The Company has constituted a Risk management committee which has been entrusted withresponsibility to assist the Board in overseeing the Company's risk management process andcontrol setting strategic plans and objectives for risk management review the Company'srisk appetite and strategy relating to key risk including market risk product risk.

The Company has adopted a risk management policy in accordance with the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board takes responsibility for the overall process of riskmanagement in the organization.

Few key risks identified by the Company are as under: a) Blockage of working capitaldue to characteristic nature of business cycle. b) Limitation of plant utilization due toseasonal nature of business resulting in restricted processing of variety of fruits. c)Global warming resulting in untimely rains affecting the quality fruit availability andprice.

v) Internal control system and adequacy:

In order to ensure orderly and efficient conduct of business the Company has plannedto put more focused and necessary internal control systems in line with businessrequirements scale of operations and geographical spread. These systems will largelyinclude policies and procedures IT systems delegation of authority segregation ofduties and internal audit review framework.

In line with regulation the Company will continue to implement necessary internalfinancial controls and systems with regard to adherence to company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. Additionally the company is building thorough Standard Operating Procedures(SOPs) for the overall operations of the Company.

(vi) Cautionary Statement:

The statements made and figuresgiven in the various sections of "ManagementDiscussion and Analysis" are keeping in mind the company's objectives estimates andexpectations. The actual results may differ from those expected depending upon theeconomic conditions changes in Government regulations tax regimes and other external andinternal factors.


The simple definition of sustainability at company is the overall well being of afarmer. This is the one stop shop amongst all our certifications innovations andinitiatives. Our strategic outlook puts immense focus on sustainability as an intrinsicpart of the

Company's business model and is vital to its long term growth strategy. Whilstoperating in the Indian agricultural space coupled with a plethora of western customerssustainability is manifested in our operating practices and systems to ensure we aregeared towards conservation of resources and environment management to create value forall our stakeholders. Some key sustainability initiatives for the year: (a) PromotingSustainable Agricultural Farm Practices with our sourcing partners through implementationof various globally acclaimed certification programs

(b) Commercializing farming operations by set up of Farmer Producer Companies

(c) Provision of organic/natural pesticides to farmers and training on use oforganic/natural farming practices. This is a key initiative to secure our long termrelationship with customers who now have stringent requirements on pesticide usage (d)Curating our fruit waste to be 100% recyclable (i.e. zero waste mission). We areeffectively using waste material such as fruit skin peel seed and even reusing our waterpost treatment (e) Controlling and limiting use of chemical inputs to promote general soilhealth and food quality.

(f) Rain water harvesting ponds along with collection of rooftop rain water (g)Reducing carbon dioxide emissions (h) Planting of trees at factory premises (i) Optimizingenergy efficiency via installation of additional solar panels


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 contributed directly in urban andrural areas in sectors such as education and water& sanitation.

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.


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


FNI Asia PTE Ltd Singapore and Pharmpak Private Limited are two wholly ownedsubsidiaries and during the year Finns Frozen Foods (India) Limited has become asubsidiary of the Company w.e.f 16-03-2018 due to increase of share holding from 48% to51.40%

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


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


Corporate Governance is about maximizing 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.


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 Companies Act 2013 Mr. Milan Dalal retiresby rotation and is eligible for re-appointment. The Board of Directors has on therecommendation of the Nomination and Remuneration committee appointed Mr. HormazdiyaarVakil as an additional director of the Company w.e.f August 14 2018.

Further details of Directors include remuneration independence performanceCommittees and Directors meeting are given in the Corporate Governance Report which isintegral part of this Annual and Board's Report.


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 standards havebeen 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 2018and of the profit of the Company for that year.

• we have taken proper and sufficientcare 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.


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


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. TheBoard and Nomination and Remuneration Committee reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual directorto the Board and committee meeting like preparedness on the issue to be discussedmeaningful 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.


The Board met Seven times during the financial year the details of whichare given in the Corporate Governance report.


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.


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.


The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178 (3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Director's Report.


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


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 Thedetails of all the transactions with the related parties are disclosed in the Notesforming part of financial statements annexed to the financial statements for the year2017-18.

All the Related Party Transactions entered into by the Company are in ordinary courseof business and on an arm's length basis except the acquisition of additional holdings inFinns Frozen Foods (India) Limited which was not on arms' length basis annexed as Annexure-4in Form AOC-2 to this report for which requisite approvals from the Audit Committee andthe Board of Directors were obtained. The transaction amount was not exceeding theapplicable statutory limits and therefore no approvals from the shareholders wererequired.


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:

Sl. No Name of the director Total Ratio
( Rs in lakhs) (times)
A) Median Employee Remuneration 2.57
B) Non Executive Directors Remuneration
1. Mr. Bhupendra Dalal 4.55 1.77
2. Mr. Milan Dalal 4.25 1.65
3. Mr. Dinkarray Trivedi 2.15 0.84
4. Mr. VinodKumar Beswal 2.45 0.95
5 Mr. Raymond Simkins 1.50 0.58
6. Mrs. Kamlini Maniar 1.65 0.64
7. Mr. Deepak Mohla* 0.55 0.21

* Since this information is for part of the year the same is not comparable. ii. Thepercentage increase/ (decrease) in remuneration of each director Chief Executive OfficerCompany Secretary if any in the financial year:

Name & Designation % increase/ (decrease) in remuneration for the financial year 17-18
Mr. Moloy Saha CEO 3.84%
Mr. Ameya Dhupelia CFO Nil
Mrs. Randeep Kaur CS Nil

iii. The percentage increase in the median remuneration of employees in thefinancial year: 13.99 % iv. There were 263 permanent employees on the roll of theCompany as on March 31 2018. v. Average percentage increase already made in the salariesof employees other than the managerial personnel in the last financial year and itscomparison with the percentage increase in point out if there are any exceptionalcircumstances for increase in the managerial remuneration: The Average decrease in theremuneration of all employees was 2.84% in F.Y. 2018.

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 RemunerationPolicy of the Company.


Duringtheyearnosignificantor material orders were passed by any regulators against theCompany other than that disclosed separately in the notes of the financial statements.


The details forming part of the extract of then Annual Return in Form No MGT-9 isannexed as Annexure-5 to this report.

29. AUDITORS 29.1 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 13-09-2017 till the conclusion of the FiftyAnnual General Meeting to be held in the year 2022. They have confirmed their eligibilityunder section 141 of the Act and the rules framed thereunder for reappointment asAuditors of the Company as required under SEBI regulations the Auditors have alsoconfirmed that they hold a valid certificate issued by the peer review Board of theInstitute of CharteredAccountants of India. There are no observations (including anyqualification reservation adverse remark or disclaimer) of the Auditors in their AuditReport that may call for any explanation from the Directors.

29.2. 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 Mr. J.Y. Gupte Practising Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed as Annexure-6 to thisreport and does not contain any qualifications.

29.3 Internal Auditors

The company has appointed firms of chartered accountants as its internal auditorsat the locations of the factories situated at Chittor Bulsar and Nashik to evaluate theefficacy and adequacy of internal control systems compliances with operating systemsaccounting procedures and policies. The Internal Auditors submitted their reports fromtime to time


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.


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 0.59 Lakhs for F.Y. 2009-10 was transferred to theIEPF on 26/06/2018. Further there is no unclaimed dividend in respect of F.Y 2010-12 (18months) to be claimed by the shareholders of the Company since no dividend was recommendedby the Board of Directors for that period. Hence no amount will be transferred to theIEPF for the financial year March 31 2019.


Pursuant to the provisions of section 125 of the companies Act 2013 read with IEPFauthority (Accounting Audit Transfer and Refund ) Rules 2016 (‘ the rules') allunpaid and unclaimed dividends are required to be transferred by the company to IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the said Rules the shares on which dividend remain unpaid or unclaimed bythe shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF authority. Accordingly the company has transferred thecorresponding shares to the demat account of the IEPF Authority as per the requirements ofthe IEPF rules for the dividend remained unpaid or unclaimed upto the financial year2009-10.


In the line with the ‘Green initiative' the Company has affected electronicdelivery of the Annual Report 2017-18 are sent to all members whose email addresses areregistered with the Company/ Depository Participant(s). For members who have notregistered their email addresses physical copies are sent.


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
Mumbai August 14 2018 (DIN: 00061492)