Your Directors are pleased to present the 27th Annual Report along with theaudited financial statements of your Company for the financial year ended on 31stMarch 2019.
FINANCIAL PERFORMANCE SUMMARY
Pursuant to notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("INDAS") notified under the Companies (Indian Accounting Standards) Rules 2015prescribed under Section 133 of the Companies Act 2013 (as amended from time to time)with effect from 1st April 2016 and the accounts are prepared under IND AS.
The summary of the financial performance for the year is given below:
Rs. in lacs
|Particular ||2018-19 ||2017-18 |
|Revenue from operations ||17140.47 ||17638.96 |
|Other Income ||464.55 ||156.92 |
|Total Income ||17605.02 ||17795.87 |
|Total Expenses ||15815.35 ||16407.93 |
|Profit Before Tax ||1789.68 ||1330.26 |
|Tax Expenses || || |
|- Current Tax ||365.80 ||506.00 |
|- Deferred Tax ||49.48 ||-6.15 |
|Profit After Tax ||1374.40 ||830.41 |
|Other Comprehensive income (net of tax) ||179.06 ||-175.21 |
|Total Comprehensive Income for the period / year ||1553.47 ||655.20 |
|Earning Per Equity Share (EPS) for the period (Face Value of Rs.10) || || |
|- Basic ||11.32 ||6.84 |
|- Diluted ||11.32 ||6.84 |
During the year under review total revenue of your Company decreased by 2.82 % fromRs. 17639 lacs to Rs. 17140 lacs. The profit after tax for the year stood at Rs. 1374.40Lacs against Rs. 830.41 lacs in the previous year.
Further to strengthening our fruit processing business the Company has startedcommercial production of cold extracts juices which includes maximum nutrition and tastethat exists at a farm to doorstep at Mumbai Gurgaon Bangalore Hyderabad Pune andNasik.
FRESH FRUITS SEGMENT:
Grape production and export from India were started from 1991 with an initiation ofeconomic liberalization. The major grape producing countries are China France and Italy.The crop ranks fifth in India on the basis of agricultural productivity. In India it iscovering an area almost 123 thousand hectares occupying 2.01 % of the total area.
Indian grapes come in varied characteristics namely colored white seeded seedlesslarge and small berries.
Major grape-growing states are Maharashtra Karnataka Telangana Andhra Pradesh TamilNadu and the northwestern region covering Punjab Haryana western Uttar PradeshRajasthan and Madhya Pradesh. Maharashta ranks first in terms of production accounting formore than 81.22 % of total grape production.
The demand for consumption of grapes has been increased in last few decades due toincrease in the wineries business and facilitates such as cold storage cold chaintransport packaging drip irrigation systems facilities for exporters etc.
There is a phenomenal rise in export of grapes from India India's grape exports rosefrom 92286 tonnes in 2017-18 to 121469 tonnes in 2018-19. The country's top exportingdestinations for grapes are Netherlands Russia UK and Germany.
According to data by APEDA India's grape exports to Europe rose by 31% in 2018-19 andhas to reach Rs. 1900 crore.
Pomegranate is grown in tropical and subtropical regions of the world. India is theworld's leading Pomegranate growing country with about 1.81 lakh hectares of area.
Pomegranate is one of the esteemed table fruits. The fruit is known for their sweetnessand fine blend of acidity. pomegranate known as a "super fruit" due to its highnutritional value and health benefits.
India is the largest producer of pomegranates in the world. Maharashtra is the largestpomegranate-growing state in the country with a coverage of over five lakh acres.
As pomegranate arils are ready-to-eat form would be convenient with desirablealternative to the consumption of fresh fruits. The demand for pomegranate arils isincreasing in domestic as well as international markets because of high economicimportance healthiness changing food consumption and their desirable characteristics ascompared to whole pomegranate fruit.
Mango is the most important fruit of India and is known as "King of fruits".The fruit is cultivated in the largest area i.e. 2312 thousand hactor. Uttar Pradesh topsthe list of mangos producing states followed by Andhra Pradesh Maharashtra KarnatakaBihar and Gujarat.
Mango is protector against heart disease cancer and cholesterol build up. Inaddition this luscious fruit is a warehouse of potassium beta- carotene andantioxidants.
Mango Pulp is prepared from selected varieties of Fresh Mango. Mango Pulp/Concentrateis perfectly suited for conversion to juices nectars drinks jams fruit cheese andvarious other kinds of beverages. However in recent years the popularity of mango hasspread to the western markets with consumers showing interest in the taste.
India accounts for contributing approximately 67 percent of the total world export whenit comes to processed mango product. The country has exported 105873.21 MT of Mango Pulpto the world for the worth of Rs. 657.66 crores / 93.95 USD Millions during the year2018-19.
FOOD PROCESSING SEGMENT
Food processing industry is of enormous significance for India's development because ofthe vital linkages and synergies it promotes between the two pillars of our economyindustry and agriculture. It has also play important role for linking Indian farmers toconsumers in the domestic and international markets.
The key sub-segments of the Food Processing industry in India are: Dairy Fruits &Vegetables Poultry & Meat processing Fisheries Food retail etc. During the last onedecade due to easy availability of raw materials changing lifestyles and relaxation inpolicies that has given a substantial momentum to the industry's development.
India is blessed with diverse agro-climatic conditions which are conducive to thecultivation of different fruits and vegetables almost round the year India is the 2ndlargest producer of fruits and vegetables in Asia.
After 25 years of supplying fresh fruits to supermarkets in Europe Japan and NorthAmerica Freshtrop has moved into cold-extracted beverages in 2018 the company comes witha new brand" SECOND NATURE".
"SECOND NATURE" means Second-To-Tree these three words adequatelysummarize about to we are tries to provide the same as the same nutrition and taste out ofmost fruits is when you pluck them from the tree and have them. We believe the secondbest is our way and hence we come up with Second Nature brand which is a range of 100%Cold Extracted Fruit juices Fruit & Veggie blends Fruit nectars and Dairy-Free NutMilks.
The Board of Directors of your Company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Mayur Shah Mr. Dinesh Oza and Mr. Anil Sharma were appointed as independentdirectors at the Annual General Meeting of the Company held on September 22 2014. Theterms and conditions of appointment of independent directors are as per Schedule IV of theCompanies Act 2013. Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 and the SEBI Listing Regulations andthere has been no change in the circumstances which may affect their status as independentdirector during the year.
The following changes have been made to the Board of Directors & Key ManagerialPersonnel of the Company during the year:
|S. No. ||Name ||Designation ||Appointment or Resignation ||Appointment Date or Resignation Date |
|1 ||Mr. Jignesh Gandhi ||Company Secretary ||Resignation ||07/01/2019 |
|2 ||Mr. Ronak Dhruve ||Company Secretary ||Appointment ||07/01/2019 |
Brief details of Directors proposed to be appointed / re-appointed as required underRegulation 36 of the SEBI Listing Regulation are provided in the Notice of Annual GeneralMeeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2019and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controlwere adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and 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.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with rules made there under.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year underreview.
During the year under review the Company has obtained the following certificationspertaining to the Highest International Standard of Food Safety and Hygiene:
1. ISO 22000- ISO 22000 is international standard developed by theInternational Organization for Standardization dealing with food safety it is systematicand proactive approach to identification of food safety hazards development andimplementation of control measures.
2. SGF International E.V. - This certifies participation of the Companyvoluntary self-control safe guide in the fruit juice segment for enhancing customer andconsumer safety.
3. SEDEX (Supplier Ethical Data Exchange): - SEDEX is world's largestcollaborative platforms for sharing responsible sourcing data on supply chains thecompany is member of SEDEX.
4. Halal Certificate - Halal Products are" universal" products notonly suitable for Muslims consumption it is ensuring the safety of nation's food supplyand we acquired this certificate to export our products in Islamic Countries.
5. Kosher Certificate - This certificate provides certification foringredients packaged foods beverages and certain materials as well as food-serviceproviders and facilities in which kosher food is prepared or served. This certificationprovides certificate as per standards set in Jewish dietary law. kosher symbol boostsmarket share that a kosher product can win more favourable shelf space and thatpositioned next to a competing non-kosher brand. This certificate helps in increasing thesalability of the product in the international supermarkets.
6. BRC certificate: the BRC certificate for Food Safety as requirements ofthe EU General Product Safety the BRC certificate is for Nashik (Unit I) Pack house andSangli (Unit II) Pack house.
7. FDA: The Food and Drug Administration ensuring the safety of food supplyin US Market.
8. APEDA Pack House: The APEDA Recognition for pack house will be grantedfor multiple produce for which appropriate facilities and procedural compliances as perthe importing countries. APEDA Pack house has Recognition for Nashik (Unit I) and Sangli(Unit II) as Pack house.
9. Global GAP Certificate - it is a voluntary set worldwide standard foragriculture producer for adoption of safe and sustainable practices.
10. Walmart Supply Chain Security: is the accumulation of controls throughout thesupply chain process that enhance the security of the supply chain during thetransportation of finished we follow the same for Unit I and Unit II.
11. Fairtrade certificate- Fair trade is an alternative approach to conventionaltrade based on a partnership between producers and traders businesses and consumers.
12. FSSAI License: Food Safety and Standards Authority of India is the foodregulatory body of India The FSSAI registration becomes mandatory in order to ensuresafe and smooth operations of the food business. FSSAI food license helps the governmentas well as the consumers feel assured that the regulation of the storage productiondistribution and the sales has been carried out in a way that the food products are fitfor consumption. FSSAI License is for Nasik (Unit I) Pack house and Sangli (Unit II) Packhouse and Nashik processing unit (Unit IV).
13. Amfori BSCI - The amfori BSCI is based on the labor standards of theInternational Labour Organization (ILO) as well as on national regulations. Thisinitiative aims at continuously improving the social performance of suppliers ultimatelyenhancing working conditions in factories worldwide.
Total energy consumption and energy consumption per unit of production are as under:
|Particular || ||2018-19 ||2017-18 |
|1. Electricity || || || |
|a) Purchased || || || |
|Units ||KWH ||3051027 ||2467129 |
|Total amount ||Rs. ||25502751 ||17974494 |
|Rate / Unit ||Rs. ||8.36 ||7.29 |
|b) Own Generation through Diesel Generator Set || || || |
|Units || || || |
|Diesel || || || |
|Quantity ||Ltrs ||26161 ||22730 |
|Total Amount ||Rs. ||1852748 ||1409027 |
|Rate / Unit ||Rs. ||70.82 ||61.99 |
|c) Coal and other Fuels || || || |
|Units ||Kgs ||744498 ||654863 |
|Total Amount ||Rs. ||6379893 ||5043924 |
|Rate / Unit ||Rs. ||8.57 ||7.70 |
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular studies areconducted to analyse quantitative energy conservation patterns and variances arerigorously scrutinized. The Company regularly benchmarks its energy conservation levelsand consistently works towards improving efficiencies.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 4 (Four) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met one times during the year under review without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of non-independent directors and the Board as a whole;the performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
The Board implemented a formal mechanism for assessing its performance and as well asthat of its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a designed assessment process covering various featuresof the Boards functioning such as composition of the Board & committees experience& proficiencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.
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 the Financial Statements.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company's policy on directors' appointment remuneration and other matters providedin Section178 (3) of the Companies Act 2013 is available on the website of the Company.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs. 1906204587 (Previous YearRs. 1546864421) and Foreign Exchange outgo during the year was Rs. 104917491(Previous Year Rs. 2117312655).
CORPORATE SOCIAL RESPONSIBILITY:
The details of Corporate Social Responsibility (CSR) carried out by the Company areappended in the Annexure - B to the Directors' Report. The policy is available on thewebsite of the Company on the web link www.freshtrop. com.
The particulars of the CSR committee constituted by the Company pursuant to theprovisions of Section 135 of the Companies Act 2013 and the rules forming part of thesame are included in the Corporate Governance Report annexed and form part of this AnnualReport.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request. In terms of Section136 of the Companies Act 2013 the Report and Accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the ensuing Annual GeneralMeeting. If any member is interested in inspecting the same such member may write to theCompany Secretary in advance.
CORPORATE GOVARNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A separate report on Corporate Governance compliance and a Management Discussion andAnalysis Report as stipulated by Listing Regulations forms part of this Annual Reportalong with the required Certificate from a Practising Company Secretary regardingcompliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have afirmed the compliance thereto.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors as per theprovision of the SEBI Listing Regulations and the Companies Act 2013 are given in theCorporate Governance Report annexed which is a part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure-A and available at company website: www.freshtrop.com.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company has notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3) (h) of the Companies Act 2013 in FormAOC -2 is not applicable.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act read with the rules madethereunder your Company had appointed Mr. Manoj Hurkat Practising Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for financialyear 2018-19 is annexed which forms part of this report as Annexure-C. There were noqualifications reservation or adverse remarks in the Secretarial Audit Report of theCompany.
The Board of Directors has reappointed Mr. Kalpesh Parikh as an internal auditor forF.Y. 2019-20.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
AUDITORS' & AUDITORS' REPORT:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunderas amended from time to time M/s F P & Associates Chartered Accountants (FirmRegistration Number - 0143262W) were appointed as statutory auditors of the Company tohold office from the conclusion on 25th Annual General Meeting till the conclusion of the30th Annual General Meeting subject to ratification of their appointment atevery AGM if required under law.
In view of the Companies (Amendment) Act 2017 the first proviso in sub-section (1) insection 139 of the Companies Act 2013 has been omitted with effect form 7thMay 2018. In view of this the said appointment of auditor is no longer required to beratified by the members at every annual general meeting.
Notes to the financial statements referred in the Auditors Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Act. The Auditors'Report is enclosed with the financial statements in this Annual Report.
Your Directors place on record their appreciation of the sincere and devoted servicesrendered by all employees of the company and the continued support and confidence of thecustomers. The Board expresses special thanks to progressive farmers of Maharashtra whohave worked hard to achieve International Standards in the quality of their produce. TheBoard also expresses its sincere thanks to Axis Bank Ltd and their officers Agriculturaland Processed Food Products Export Development Authority (APEDA) Ministry of FoodProcessing Industry (MFPI) and all other well-wishers for their timely support.
|Date: May 28 2019 ||By order of the Board |
| ||For Freshtrop Fruits Ltd |
|Registered Office || |
|A-603 Shapath IV ||Ashok Motiani |
|Opp. Karnavati Club S. G. Road ||Chairman & Managing Director |
|Ahmedabad 380 015 ||(DIN: 00124470) |
|CIN: L15400GJ1992PLC018365 || |