Your Directors are pleased to present the 26th Annual Report along with theaudited financial statements of your Company for the financial year ended on 31stMarch 2018.
FINANCIAL PERFORMANCE SUMMARY
The audited financial statements of the Company as on March 31 2018 are prepared inaccordance with the relevant applicable IND AS and Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and provisions of the Companies Act 2013 ("Act").
| || ||Rs.in Lakhs |
| ||2017-18 ||2016-17 |
|Revenue from operations ||17638.96 ||14223.51 |
|Other Income ||156.92 ||299.30 |
|Total Income ||17795.87 ||14522.81 |
|Total Expenses ||16407.93 ||13165.08 |
|Profit Before Tax ||1330.26 ||1357.73 |
|Tax Expenses || || |
|- Current Tax ||506.00 ||431.50 |
|- Deferred Tax ||-6.15 ||33.64 |
|Profit After Tax ||830.41 ||892.59 |
|Other Comprehensive income (net of tax) ||-175.21 ||0.65 |
|Total Comprehensive Income for the period / year ||655.20 ||893.24 |
|Earning Per Equity Share (EPS) for the period (Face Value of Rs.10) || || |
|- Basic ||6.84 ||7.35 |
|- Diluted ||6.84 ||7.35 |
During the year under review total revenue of your Company increased from Rs.14224lakhs to Rs.17639 lakhs an increase of 24% over the previous year. The profitafter tax for the year stood at Rs.830.41 lakhs against Rs.892.59 lakhs inthe previous year.
Further in connection with strengthening of fruit processing business the Company hasstarted the commercial production of HPP (High Pressure processing) fruit and vegetablejuices and initially the product has been launched in Pune and Mumbai.
FRESH FRUITS SEGMENT:
In addition to their exquisite flavor grapes are known for their beneficial nutrients.They are progressively popular in diets around the world not only for consumption asfresh fruit but also in processed products such as wine raisins juice jam jelly andeven canned foods.
The worldwide consumption of fresh grapes has reached 24.1 million tons. China is thelargest consumer followed by India and the United States. Brazil is considered animportant consumer in the Latin American region. The grape consumption is not only on therise in these traditional markets but there is clearly growing interest in this fruit inSoutheast Asian markets like Thailand Hong Kong and Malaysia.
Assuming a continued trend it is estimated that seedless grape varieties will be inthe greater demand from traditional consumers such as Europe and the United States. Thereare also good growth expectations for upcoming grape season especially to the Asianmarket with emphasis on China and Russia.
Gradually but progressively pomegranates arils are attracting interest now thatconsumers worldwide see the pomegranate arils as a "super fruit" due to its highnutritional value and health benefits.
FOOD PROCESSING SEGMENT:
India's Food Processing Sector Poised for Growth.
India's food processing sector continues to grow in response to changing demographicsevolving preferences for branded and convenient items retail and food service sectormodernization and government efforts to develop food manufacturing. Increasing healthconsciousness is influencing the development and sales growth of packaged foods. Importsof non-standardized processed foods and ingredients remain a challenge though regulatoryreforms are supporting progress.
As consumers' preferences shift to healthier products owing to changing lifestyle andrise in disposable income levels companies should look at offering a greater number ofnutritional foods and beverages. In addition better preserving and packaging techniquesneed to be developed that not only increase the shelf life but also improve the nutritivevalue of the processed food and beverages.
Your Directors do not recommended payment of any Dividend for the Financial Year ended31st March 2018 in order to conserve the resources of the Company. The Companywill retain the earning for use in the future operations & Projects and strive toincrease the net worth of stakeholders of the Company.
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. There was no appointment or cessation of any Director during theyear.
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 ofthe annual financial statemnts the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2018 and of theprofit of the Company for the year ended on that date; c. that proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. that the annual financialstatements have been prepared on a going concern basis; e. that proper internal financialcontrols were in place and that the financial control were adequate and were operatingeffectively; f. that proper systems to ensure compliance with the provisions of allapplicable laws were 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 fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
COMPLIANCES 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. FSSC 22000 - Food Safety System Certification provides a framework foreffectively managing the organization's food safety responsibilities. FSSC 22000 is fullyrecognized by the Global Food Safety Initiative (GFSI) and is based on existing ISOStandards.
2. SGF International E.V. - This certifies participation of the Company inVoluntary Control System for safeguarding the perfect quality of its products andenhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the products arepermissible in Islamic Law and we acquired this certificate to export our products inIslamic Countries.
4. Kosher Certificate - This certificate helps in increasing the saleability ofthe product in the international supermarkets. There is clear evidence that a koshersymbol boosts market share that a kosher product can win more favourable shelf space andthat positioned next to a competing non-kosher brand. Kosher is and therefore an importantinvestment our Company makes in order to increase market reach and share.
5. BRC certificate for Nashik (Unit I) Pack house and Sangli (Unit II) Packhouse.
6. FDA USA to supply products in US Market.
7. APEDA Pack House Recognition for Nashik (Unit I) and Sangli (Unit II) Packhouse.
8. GLOBALG.A.P. Certificate - G.A.P. stands for Good Agricultural Practice and GLOBALG.A.P. is the worldwide standard that assures it.
9. Walmart Supply Chain Security: Unit I and Unit II
10. Fairtrade certificate - Fair trade is an alternative approach toconventional trade based on a partnership between producers and traders businesses andconsumers.
11. FSSAI License for Nasik (Unit I) Pack house and Sangli (Unit II) Pack houseand Nashik processing unit (Unit IV) 12. Amfori BSCI - The amfori BSCI is based onthe labor standards of the International Labour Organization (ILO) as well as on nationalregulations. This initiative aims at continuously improving the social performance ofsuppliers ultimately enhancing working conditions in factories worldwide.
Total energy consumption and energy consumption per unit of production are as under:
| || ||2017-18 ||2016-17 |
|1. Electricity || || || |
|a) Purchased || || || |
|Units ||KWH ||2467129 ||2136984 |
|Total amount ||Rs. ||17974494 ||15221370 |
|Rate / Unit ||Rs. ||7.29 ||7.12 |
|b) Own Generation through Diesel Generator Set || || || |
|Units || || || |
|Diesel || || || |
|Quantity ||Ltrs ||22730 ||15700 |
|Total Amount ||Rs. ||1409027 ||922483 |
|Rate / Unit ||Rs. ||61.99 ||58.76 |
|c) Coal and other Fuels || || || |
|Units ||Kgs ||654863 ||1017236 |
|Total Amount ||Rs. ||5043924 ||6748556 |
|Rate / Unit ||Rs. ||7.70 ||6.63 |
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 5 (five) 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 once during the year under review without the attendanceof Non-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard 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:
During the year under review your Company has repaid/taken loans given guaranteeprovided security and made investments in compliance of Section 186 of the Companies Act2013 the details 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 Companyi.e. www.freshtrop.com.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs.1546864421 (Previous YearRs.1139451116) and Foreign Exchange outgo during the year was Rs.2117312655(Previous Year Rs.106054642).
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 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 affirmed 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 under 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 was no complaintpertaining 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.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into by the Company during the financialyear were on an arm's length basis and were in the ordinary course of business. YourCompany has not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 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 of M/s Manoj Hurkat &Associates Practising Company Secretary to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report for financial year 2017-18 is annexed which formspart of this report as Annexure-C. There were no qualifications reservation or adverseremarks of material nature in the Secretarial Audit Report of the Company. The observationof the Secretarial Auditor in their report is self explanatory and does not call for anyfurther explanation/ clarification.
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 of 25th Annual General Meeting till theconclusion of the 30th Annual General Meeting subject to ratification of theirappointment at every AGM if required under law.
In view of the Companies (Amendment) Act 2017 the first proviso in sub-section (1)in section 139 of the Companies Act 2013 has been omitted with effect from 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: May26 2018
| ||By order of the Board |
|Regd. Office: ||For Freshtrop Fruits Ltd. |
|A-603 Shapath IV || |
|Opp. Karnavati Club S G Road || |
|Ahmedabad 380 015 ||Ashok Motiani |
| ||Chairman & Managing Director |