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Foods & Inns Ltd.

BSE: 507552 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE976E01023
BSE 00:00 | 18 Sep 49.85 -1.30
(-2.54%)
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NSE 05:30 | 01 Jan Foods & Inns Ltd
OPEN 51.95
PREVIOUS CLOSE 51.15
VOLUME 24548
52-Week high 65.30
52-Week low 30.40
P/E 34.86
Mkt Cap.(Rs cr) 251
Buy Price 50.00
Buy Qty 1132.00
Sell Price 50.35
Sell Qty 80.00
OPEN 51.95
CLOSE 51.15
VOLUME 24548
52-Week high 65.30
52-Week low 30.40
P/E 34.86
Mkt Cap.(Rs cr) 251
Buy Price 50.00
Buy Qty 1132.00
Sell Price 50.35
Sell Qty 80.00

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 2019

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)
Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
( Rs .) (Rs.) ( Rs .) (Rs .)
Total Income 34023.60 34270.74 34146.85 34406.52
Total Income excluding Excise Duty 34023.60 34106.57 34146.85 34242.35
Profit Before Depreciation Finance and Tax (PBDIT) inclusive of other Income 2650.19 3324.43 2644.93 3321.67
Finance Cost 1338.69 1805.56 1338.93 1812.16
Depreciation 1150.76 1044.92 1152.34 1046.50
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items 160.74 473.95 153.66 467.82
Share of profit/(loss) from Associate/ Joint venture Nil Nil Nil Nil
Profit before exceptional items and tax 160.74 473.95 153.66 467.82
Exceptional items net(Loss)/ gain 11681.17 Nil 11672.95 Nil
Tax Expenses 904.96 120.86 904.96 120.86
Net Profit for the year 10936.94 353.09 10921.65 346.94
Appropriations
Transfer to General Reserves Nil Nil Nil Nil
Balance carried to Balance sheet 10936.94 353.09 10921.65 346.96

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31 2019 the Revenue fromOperation of the Company is Rs. 337.38 crores as compared to Rs. 335.35 crores for theyear ended on March 31 2018. The Company made a profit before tax of Rs.1.61 croresduring the year ended March 31 2019 against the profit before tax ofRs. 4.74 croresduring the year ended on March 31 2018.

As per the Consolidated Financials for year ended on March 31 2019 the Revenue fromOperation of the Company is Rs.338.64 crores as compared to Rs. 336.67 crores for the yearended on March 31 2018. The Company made a profit before tax ofRs.1.54 crores during theyear ended March 31 2019 against the profit before tax ofRs. 4.68 crores during the yearended on March 31 2018.

The Company's exports during the year was Rs .208.06 crores (Rs.216.88 crores) anddomestic sale was Rs.115.73 crores (Rs.100.32 crores).

This translates into a ratio of 64.26 % to 35.74% (68.37% to 31.63%) between exportsand domestic sales.

3. AMALGAMATION OF FINNS FROZEN FOODS INDIA LIMITED ("FFFIL" OR"THE TRANSFEROR COMPANY") WITH FOODS AND INNS LIMITED ("FNIL" OR"THE TRANSFEREE COMPANY")

With a view to consolidate the manufacturing activities to optimize on cost and tohave enhanced efficiencyScheme of Amalgamation (the "Scheme") involvingamalgamation of Finns Frozen Foods India Limited ("FFFIL" or "thetransferor company") with Foods and Inns Limited ("FNIL" or "thetransferee company"). The final hearing of the Scheme has been undertaken by theHonourable National Company Law Tribunal Mumbai Bench ("NCLT") and thecertified True copy order dated November 15 2018 has been issued by the National CompanyLaw Tribunal Mumbai Bench on February 22 2019 sanctioning the Scheme which has becomeeffective from March 1 2019 from the appointed date i.e. April 1 2018 consequent uponfiling of the certified copy of the Order issued by the Honourable National Company LawTribunal Mumbai Bench with the Registrar of Companies Mumbai.

4. SHARE CAPITAL OF THE COMPANY

a. Increase in share capital upon amalgamation of Finns Frozen Foods India Limited("FFFIL" or "the transferor company") with Foods and Inns Limited("FNIL" or "the transferee company")

During the year under review the Authorised Share Capital of the Company was increasedfrom Rs. 90000000/- (Rupees Nine Crores only) divided consisting of 60000000 equityshares of Rs. 1/– each and 300000 Redeemable preference shares of Rs. 100/–each to Rs.190000000/– (Rupees Nineteen Crores Only) divided into 160000000(Sixteen Crores) equity shares of Rs.1/– (Rupee One Only) each and 300000 (ThreeLakhs) Redeemable preference shares of Rs . 100/– (Rupees One Hundred Only) each witha view to facilitate issuance of Equity Shares in accordance with the Scheme ofAmalgamation of Finns Frozen Foods India Limited ("FFFIL" or "thetransferor company") with Foods and Inns Limited ("FNIL" or "thetransferee company").

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 ExtraOrdinary General Meeting held on 20-01-2017 360000 warrants were converted into equityshares and issued to Mrs. Pallavi Dhupelia promoter of the Company at a price of Rs.87/- per equity shares in accordance with the provisions of Chapter VII of SEBI ICDRRegulations through Stakeholders Relationship committee meeting passed on August 1 2019.

c. Issue of Bonus shares

Pursuant to the approval of shareholders of the Company through Extra Ordinary GeneralMeeting dated April 12 2019 the company had Issued and allotted 33558840 EquityShares of Rs. 1/- each as fully paid up bonus shares in the ratio of two Equity sharesfor every one equity share held to eligible members of the Company entitled thereto as onMay 2 2019 being the record date fixedfor the purpose. Consequent to the said allotmentthe paid-up equity share capital of the Company has increased to Rs. 50338260/- Dividedinto 50338260 equity shares of Rs.1/- each.

5. DIVIDEND

Your Board of Directors in its meeting held on May 30 2019 has recommended a FinalDividend of Rs. 0.20 (i.e. 20 %) per equity share (last year Rs. 0.30 per equity share)for the financial year ended March 31 2019 amounting toRs. 100.68 lakhs as against Rs.49.26 lakhs. The dividend payout is subject to approval of members at the ensuing AnnualGeneral Meeting.

6. TRANSFER TO RESERVES

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

7. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in the financial year 2014-15.The Company has repaid all its fixed deposit as on March 31 2017 except deposit of Rs20000 which remains unclaimed by 2 depositors.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OFTHE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred after March 31 2019 till date of this report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Overview of the Indian food and beverage industry:

India is the 7th largest country with an area of 31.7 million square kms the 2nd mostpopulous country and the 2nd largest producer of food in the world. The task of ensuringthat the food produced reaches 1.2 billion Indians is complex and involves a number ofstakeholders. About 210 million farmers and agriculture labourers cultivate various cropswhich they harvest and sell in Agriculture Produce Market Committee (APMC) markets or‘mandis'. There are 2477 APMCs and 4843 submarket yards regulated by the respectivestates in India. Multiple levels of value addition activities are undertaken on theagri-produce in a food processing plant which in turn produces the packaged and processedfood products. There were 38608 registered food processing units in FY 15. Distributionin India involves serving a large fragmented base of kirana shops. There are 14000organized retail outlets concentrated largely in urban areas. Unorganized retail consistsof 12-14 million stores spread over 5000 towns and 600000 villages across India. Thediversity in Indian culture and changing needs of customers creates further complexity inthe food production and distribution system in the country.

A number of changes are shaping the Indian food landscape with disruptions in businessmodels of companies in terms of their interaction with consumers and responsiveness totheir needs. While packaged food is the fastest growing segment posting a double digitgrowth yoy currently only 10% of agri-produce is being processed in India. Government ofIndia's drive to augment processing levels through Make in India campaign; and theIndustry is playing a major role in elevating the manufacturing as well as supply chainlandscape by usage of technologies including Internet of Things (IoT) BlockchainPredictive Analytics the food industry in India is expected to witness a radical shift.The complete ecosystem is expected to evolve from being a linear model to a more complexdynamic chain with multiple inter-linkages enabled by technology interventions. The foodecosystem today:

Your company has extensive experience in Food Processing and is gearing for the futureby bringing efficiencies to our processes via the use of technology and IOT. Leveragingtechnology helps us maintain food safety monitor logistics and cold chain supply chaintransparency production storage and reduces waste.

• Your company is upto date with the 3 key trends in consumption

• Health in food focusing on freshness pesticide control high fiber and lowsugar

• Convenience and on the go delivery

• Digitally active consumers driving online branded sales

• This will not only drive future growth but deliver future value.

(ii) Expansion plan and strategic outlook:

Your company has a strong strategic focus which will drive value. These include

• Increasing plant productivity

• New product development

• Strict controls around asset utilization

• Introduce branded products

Our capex cycle is close to the peak hence we will see the productivity unwind over thenext 2 to 5 years. Our capex plans are not only capacity up gradations but also newproprietary production processes packaging material and building a sustainable yeteffective technological backbone which will help reduce costs in the future. Our strategicoutlook remains bullish with our unconditional focus on building customer trust andvalue. Our unique selling points sits with our professional yet very experiencedmanagement team coupled with our unwavering focus on providing a quality product. Our CEOand CFO led team come with a lot diverse domestic and international experience theyremain very hands on with the market whilst assessing new opportunities regularly as Indiapartakes in a steady growth curve with an agrarian focused Government.

(iii) Delivering long term sustainable value

Our overarching business strategy is to deliver long term sustainable value in all wedo. These are achieved via the following:

a) Customer insights drive our business hence connecting and understanding their needsis paramount to value creation

b) Driving efficiencies across our business ensuring strong financial controls are inplace while investing for growth

c) Working closely as a team and with external stakeholders so that we can buildrelationships to successfully forward and backward integrate our business

d) Acting responsibly and listening to our consumers building trust taking care of ourpeople working to minimize our environmental impact and gives something back to thecommunities 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 capital due to characteristic nature of business cycle.

b) Limitation of plant utilization due to seasonal nature of business resulting inrestricted processing of variety of fruits.

c) Global warming resulting in untimely rains affecting the quality fruit availabilityand price.

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 figures given 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.

10. SUSTAINABILITY

The simple definitionof 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. Sustainability is a circular economy your company will doeverything to return what it has taken from Mother Nature and continues to invest in suchinitiatives. Some key sustainability initiatives for the year:

(a) Promoting Sustainable Agricultural Farm Practices with our sourcing partnersthrough implementation of 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 soil health andfood 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) Optimizing energy efficiency via installation of additional solar panels

11. 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.

12. 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 as Annexure-2to this report.

13. SUBSIDIARY COMPANIES

FNI Asia PTE Ltd Singapore is the only wholly owned subsidiary of the company. TheBoard of Directors in their meeting held on 14-08-2019 decided to windup the wholly ownedsubsidiary Company FNI Asia PTE Ltd.

Consequent upon effectiveness of the Scheme of Amalgamation of Finns Frozen Foods IndiaLimited ("FFFIL" or "the transferor company") with Foods and InnsLimited ("FNIL" or "the transferee company") Finns Frozen Foods IndiaLimited is ceased to be the subsidiary of the company w.e.f March 1 2019 i.e. theeffective date of amalgamation.

The board of Directors in their board meeting held on February 12 2019 had sold the100% shares of Pharmpak Private Limited. Therefore Pharmpak Private Limited is ceased tobe the subsidiary of the company w.e.f March 30 2019.

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

14. 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.

15. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally ethically andsustainable. 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.

16. 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. Raymond Simkins retires by rotationand is eligible for re-appointment.

Further the 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.

Mr. Dinkarray Trivedi Independent Director of the Company has expressed hisunwillingness to get himself reappointed upon completion of his term upto September 212019.

Nomination and Remuneration Committee decided not to recommend the reappointment of Mr.Deepak Mohla independent Director of the Company after expiry of his existing term uptoSeptember 21 2019.

17. 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 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 2019and 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 andsuchinternalfinancialcontrols 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.

18. INSURANCE

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

19 . 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. 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.

20. NUMBER OF MEETINGS OF THE BOARD

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

21. 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.

22. 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.

23. 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 in the Corporate GovernanceReport which forms part of the Director's Report.

24. 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

25. 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 athttps://www.foodsandinns.com/pdf/policies/related-party-transaction-policy.pdf.

The details of all the transactions with the related parties are disclosed in the Notesforming part of financial statements annexed to the financial statements for the year2018-19.

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. The transaction amount was notexceeding the applicable statutory limits and therefore no approvals from the shareholderswere required.

26. 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:

Sl. No Name of the director Total ( Rs .in lakhs) Ratio (times)
A) Median Employee Remuneration 3.25
B) Non Executive Directors Remuneration
1. Mr. Bhupendra Dalal 3.90 1.20
2. Mr. Milan Dalal 3.65 1.12
3. Mr. Dinkarray Trivedi 2.00 0.62
4. Mr. VinodKumar Beswal 2.50 0.77
5 Mr. Raymond Simkins 0.60 0.18
6. Mrs. Kamlini Maniar 1.35 0.42
7. Mr. Deepak Mohla 1.40 0.43
8. Mr. Hormazdiyaar Vakil* 0.70 0.22

* Since this information is for part of the year the same is not comparable.

ii. The percentage increase/ (decrease) in remuneration of each director ChiefExecutive Officer Company Secretary if any in the financial year: Chief ExecutiveOfficer: 8.71 % Company Secretary: 48.12. Chief Financial Officer: 8.96.

iii. The percentage increase in the median remuneration of employees in thefinancial year: 26.71 %

iv. There were 306 permanent employees on the roll of the Company as on March31 2019.

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 Averageincrease in the remuneration of all employees was 19.78% in F.Y. 2018-19.

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.

27. 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.

28. 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-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 this report and doesnot contain any qualifications.

29.3 Internal Auditors

The company has appointed firms of chartered accountants as its internal auditors atthe 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.

30. 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.

31 . 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.

There is no unclaimed dividend in respect of F.Y 2010-11 to be claimed by theshareholders of the Company. Hence no amount will be transferred to the IEPF for thefinancial year March 31 2019.

32. 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') 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.

33. GREEN INITIATIVES

In the line with the ‘Green initiative' the Company has affected electronicdelivery of the Annual Report 2018-19 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.

34. 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 14 2019 (DIN: 00061492)