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Gujarat Ambuja Exports Ltd.

BSE: 524226 Sector: Industrials
NSE: GAEL ISIN Code: INE036B01022
BSE 00:00 | 20 Jul 192.50 4.80
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OPEN 186.45
PREVIOUS CLOSE 187.70
VOLUME 6840
52-Week high 309.85
52-Week low 102.00
P/E 12.30
Mkt Cap.(Rs cr) 2,207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.45
CLOSE 187.70
VOLUME 6840
52-Week high 309.85
52-Week low 102.00
P/E 12.30
Mkt Cap.(Rs cr) 2,207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Ambuja Exports Ltd. (GAEL) - Director Report

Company director report

To

The Members

Gujarat Ambuja Exports Limited

Your Directors have pleasure in presenting the 27th Annual Report of theCompany together with the Standalone Audited Financial Statements for the year ended 31stMarch 2018.

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.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year and appropriation of divisibleprofits is given below:

(Rs in crores)

PARTICULARS

STANDALONE

2017-18

2016-17
Net Revenue from Operations & Other Income (Including Exports – FOB Value) 3385.74 3404.65
Profit Before Interest Depreciation & Taxes 326.39 293.58
Less:
a. Finance Costs 17.94 22.79
b. Depreciation & Amortization Expenses 76.29 71.42
c. Provision For Taxation (including Deferred Tax) 52.28 40.82
Net Profit for the Year 179.88 158.55
Other Comprehensive Income and other adjustments 0.42 (0.05)
Total Comprehensive Income for the year 180.30 158.50
Earnings Per Share (Face Value of Rs 2 each)- Basic & Diluted 15.69 11.50

Note: Previous year's figures have been regrouped / reclassified wherever necessary inconformity with Indian Accounting Standards (IND AS) to correspond with the current year'sclassification / disclosure and may not be comparable with the figures reported earlier.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company'sperformance the Board of Directors at its meeting held on 19th May 2018recommended final dividend of Rs 0.90 (45%) per equity share of Rs 2/- each for thefinancial year 2017-18 amounting to Rs 10.32 crores subject to the approval of Members atthe ensuing Annual General Meeting of the Company. The Corporate Dividend Tax on suchdividend if approved by the Members will be Rs 2.12 crores (previous year Rs 1.87crores).

BUSINESS OPERATIONS/ STATE OF THE COMPANY'S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs 3376.63 crores as compared to Rs 3381.87crores during the previous financial year. The various profit parameters have significantgrowth during the year. The Company achieved EBIDTA margin of 9.67% in F.Y. 2017-18against the same at the level of 8.68% in F.Y. 2016-17.

Export Sales for the F.Y. 2017-18 was Rs 592.47 crores as compared to Rs 259 crores forthe F.Y. 2016-17 mainly due to availability of more remunerative prices in export market.The Company achieved Earnings before Interest Depreciation and Tax (EBIDTA) of Rs 326.39crores for the F.Y. 2017-18 against that of Rs 293.58 crores for the F.Y. 2016-17.

The cash profit before tax profit after tax and earnings per share for the yearremained at Rs 308.45 crores Rs 179.88 crores and Rs 15.69 per share respectively.

b. Capital Projects for the year 2017-18

The Company has commenced the commercial operations of first phase of its 1000 MT perday green field Maize processing plant at Chalisgaon Jalgaon District Maharashtra. Thismarks the completion of its first phase comprising of starch and liquid glucosemanufacturing facility put up at an estimated cost of Rs 260 crores. With this additionalfacility the installed capacity for maize grinding has reached to 3000 MT per day whichis the highest capacity in the country. Commencement of commercial production at the unitis one more step in the direction of establishing PAN

India presence of the Company in the promising maize processing sector through whichthe Company will achieve highest market share in the sector. The second phase of theproject to manufacture value added derivative products shall further enhance the marketshare in the sector along with adding more products into the product portfolio of theCompany once the same is completed. India has abundant crop of maize every year andconsidering the ever increasing demand of starch and its derivatives by various consumingindustries like Paper Textiles Food Pharma Animal Feed etc. India has a long way togo for enlarging the market size.

SHARE CAPITAL

There was no change in the issued and subscribed capital of the Company. The paid-upEquity Share Capital of the Company as on 31st March 2018 at Rs 229335330divided into 114667665 equity shares of Rs 2/- each.

During the year under review the Company has not issued shares with differentialvoting rights or granted stock options or issued sweat equity.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the financialyear ended 31st March 2018.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as the Listing Regulations). In compliance with Regulations 17 to 22 andRegulation 34 of the Listing Regulations a separate report on Corporate Governance alongwith a certificate from the Statutory Auditors confirming the compliance of CorporateGovernance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights ofperformance of different divisions/ segments of the Company is annexed as Annexure-Bto this report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company as on 31st March 2018.Hence requirement of consolidated financial statement is not applicable to the Company.

Further pursuant to provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statements of the Company's subsidiary in Form AOC-1 is not required to beattached.

FINANCE AND INSURANCE

a. Working Capital

The working capital requirements of the Company during the year have been in line withthe standard trends of previous financial years. The utilization of limits has picked upin second half largely due to better business opportunity. We had previous year Importpayments due in first quarter of current F.Y. 2017-18 that lead to increase inutilization of Non-Fund Based facilities during First Quarter.

During the F.Y. 2017-18 the Company has also placed Commercial Paper ("CP")of Rs 300 crores. All the CPs were redeemed during the year. The better rating of CP byCARE has helped the Company to place CP at decent pricing.

The Company also has received fresh sanction of Rs 173 crores from ICICI Bank Limitedon unsecured terms earlier which was Rs 50 crores. Herewith the Company is exploring theopportunity to induct ICICI Bank Limited into the current Consortium Arrangement of theCompany. The Company has surrendered the unsecured exposure of Rs 60 crores enjoying fromCITI Bank during current F.Y. 2017- 18.

The Company has decent rating of A+ with stable outlook for short term working capitalfacilities including the unsecured limits for ICICI Bank Limited from CRISIL as per theapplicable regulatory norms.

b. Term Loans

During the F.Y. 2017-18 the Company has not availed any fresh term loan. The Companyis regular in making repayment of term loan installments to HDFC Bank Limited. The termloan is reaffirmed rating of A+ from CARE as per regulatory norms.

c. Insurance

All assets and insurable interests of the Company including building plant &machineries stocks stores and spares have been adequately insured against various risksand perils. The Company has also taken Director's and Officer's Liability Policy toprovide coverage against the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

RE-CLASSIFICATION OF PROMOTER GROUP

During the year under review reclassification of status from "Promoter GroupCategory" to "Public Category" was done for Shri Mohit Gupta on the basisof such request received from him by the Company. Accordingly the request for suchreclassification was approved and the Company had made necessary applications to BSELimited ("BSE") and National Stock Exchange of India Limited ("NSE")under Regulation 31A of Listing Regulations for such reclassification. Further NSE andBSE vide letters dated 22nd August 2017 and 28th August 2017respectively had granted approval for such reclassification from "Promoter GroupCategory" to "Public Category" under Regulation 31A of Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors andExecutives. Pursuant to provisions of the Companies Act 2013 and Articles of Associationof the Company Shri Manish Gupta Managing Director of the Company is liable to retire byrotation and being eligible has offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 3rd February 2018 have recommended and approvedthe re-appointment of Shri Vijaykumar Gupta (DIN: 00028173) as Chairman & ManagingDirector of the Company for a period of 5 years w.e.f. 1st April 2018 in termsof the provisions of the Companies Act 2013. Further considering the unexpected demiseof Shri Vijaykumar Gupta Founder Promoter and Chairman & Managing Director of theCompany on 23rd May 2018 the revised term of re- appointment of ShriVijaykumar Gupta as Chairman & Managing Director of the Company shall be for a periodw.e.f. 1st April 2018 upto 23rd May 2018 subject to approval ofMembers at this Annual General Meeting of the Company.

The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 3rd February 2018 have recommended and approvedthe re-appointment of Shri Manish Gupta (DIN: 00028196) as Managing Director of theCompany for a period of 5 years w.e.f. 28th December 2018 in terms of theprovisions of the Companies Act 2013 subject to approval of Members at this ensuingAnnual General Meeting of the Company and all other statutory approvals. Furtherconsidering the unexpected demise of Shri Vijaykumar Gupta Chairman & ManagingDirector of the Company on 23rd May 2018 the Nomination and RemunerationCommittee recommended on 12th June 2018 and the Board of Directors approved on16th June 2018 the re-designation of Shri Manish Gupta from "ManagingDirector" to "Chairman & Managing Director" of the Company on the sameterms and conditions including remuneration as approved earlier by the Nomination andRemuneration Committee and Board of Directors at their respective meetings held on 3rdFebruary 2018 and subject to approval of Members at this Annual General Meeting of theCompany.

Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 19th May 2018 have recommended and approved there-appointment of Shri Rohit Patel whose first term as Independent Director of theCompany will be expiring on 31st March 2019 and proposed to be re-appointed asIndependent Director for a second consecutive term period of 2 (two) years w.e.f. 1stApril 2019 upto 31st March 2021 subject to approval of Members at thisensuing Annual General Meeting of the Company.

Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 19th May 2018 have recommended and approved there-appointment of Shri Sudhin Choksey whose first term as Independent Director of theCompany will be expiring on 31st March 2019 and proposed to be re-appointed asIndependent Director for a second consecutive term period of 5 (five) years w.e.f. 1stApril 2019 upto 31st March 2024 subject to approval of Members at thisensuing Annual General Meeting of the Company.

Due notices under Section 160 of the Companies Act 2013 have been received frommembers of the Company proposing the re-appointment of Shri Rohit Patel and Shri SudhinChoksey as Independent Directors of the Company at this Annual General Meeting.

Brief resume nature of expertise details of directorships held in other companies ofthe above Directors proposed to be re-appointed along with their shareholding in theCompany as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulations is appended as an annexure to the Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:

1. Shri Vijaykumar Gupta: Chairman & Managing Director;

2. Shri Manish Gupta: Managing Director;

3. Shri Sandeep Agrawal: Whole-Time Director;

4. Shri Dinesh Shah: Chief Financial Officer;

5. Ms. Chetna Dharajiya: Company Secretary.

During the year under review Shri Mohit Gupta has resigned from the position ofDirector as well as from the designation of Joint Managing Director (Key ManagerialPersonnel) of the Company w.e.f. close of business hours of 31st May 2017. TheBoard of Directors at their Meeting held on 13th May 2017 placed on recordtheir appreciation of the valuable services and guidance rendered by Shri Mohit Guptaduring his tenure.

After the balance sheet date:

Your Directors expresses their profound grief on the sad demise of Shri VijaykumarGupta the beloved Founder Promoter and Chairman & Managing Director of the Companyon 23rd May 2018 and pay glowing tributes to his vision and entrepreneurialspirit and for the immense contribution made by him for the establishment and growth ofthe Company. Shri Vijaykumar Gupta a man far ahead of his times epitomised the dauntlessentrepreneurial spirit. Apart from his business interest he was deeply involved with thecommunity focused activities which have been useful to a large number of beneficiaries.Your Directors pay their respectful homage and tribute to this extraordinary human beinga great leader and an iconic industrialist.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 (Act) in relation tofinancial statements of the Company for the year ended 31st March 2018 theBoard of Directors states that: a. in the preparation of the annual accounts theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b. theDirectors 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 as at 31st March 2018 and of the profitof the Company for the year ended 31st March 2018; c. the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the annualaccounts/financial statements have been prepared on a ‘going concern' basis; e.proper internal financial controls are in place and are operating effectively; and f.proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 (as amended from time to time) is set out herewithas Annexure-C to this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY BETWEEN BALANCE SHEET DATE AND DATE OFDIRECTORS' REPORT

There were no material changes and commitments between the end of the financial year ofthe Company to which the Financial Statements relates and date of Directors' Reportaffecting the financial position of the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

During the F.Y. 2017-18 the Company has entered into transactions with related partiesas defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014 all of which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 read with the Rules issued thereunder and as per Listing Regulations.Further there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. The details of the related party transactions as per Indian Accounting Standard(IND AS) - 24 are set out in Note No. 41 to the Standalone Financial Statements formingpart of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure-D to thisreport.

AUDITORS a. Statutory Auditors and Auditor's Report

As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 (including any statutory modification(s) or re-enactment thereof forthe time being in force) at the 26th Annual General Meeting of the Companyheld on 9th September 2017 the Members of the Company had appointed M/s.Arpit Patel & Associates Chartered Accountants (Firm Registration No. 144032W) asStatutory Auditors of the Company to hold the office for a term of 5 (five) years from theconclusion of 26th (twenty sixth) Annual General Meeting till the conclusion ofthe 31st (thirty first) Annual General Meeting to be held in the year 2022.

Further the Ministry of Corporate Affairs (MCA) vide notification dated 7thMay 2018 has done away with the requirement of ratification of appointment of StatutoryAuditors at every Annual General Meeting as per the first proviso of Section 139 of theCompanies Act 2013 and the Companies (Audit and Auditors) Amendment Rules 2018.Accordingly the Company is not required to pass any resolution pertaining to ratificationof the appointment of Statutory Auditors in the Annual General Meeting.

The Statutory Auditors' report does not contain any qualification reservation oradverse remark and is self-explanatory and unmodified and thus does not require anyfurther clarifications/ comments. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company during the year under review. b. CostAuditors

The Company had appointed M/s. N. D. Birla & Co. Cost Accountants Ahmedabad(Membership No. 7907) as Cost Auditors of the Company for audit of cost accounting recordsof its activities for the F.Y. 2017-18. Pursuant to Section 148 of the Companies Act 2013read with the Rules issued thereunder (including any statutory modification(s) orre-enactment thereof for the time being in force) as amended from time to time the Boardof Directors of the Company on the recommendations made by the Audit Committee at itsmeeting held on 3rd February 2018 has approved the appointment of M/s. N. D.Birla & Co. Cost Accountants Ahmedabad (Membership No. 7907) as the Cost Auditor ofthe Company to conduct the audit of cost records for the F.Y. 2018-19. The remunerationproposed to be paid to the Cost Auditors subject to ratification of members at theensuing 27th Annual General Meeting would not exceed

Rs 220000/- (Rupees Two Lacs Twenty Thousand only) excluding taxes and out of pocketexpenses if any.

The Company has received certificate from the Cost Auditors for eligibility u/s141(3)(g) of the Companies Act 2013 for appointment as Cost Auditors and his/itsindependence and arm's length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Shri Niraj Trivedi Practicing Company Secretary Vadodara as SecretarialAuditors of the Company for the F.Y. 2017-18 to conduct Secretarial Audit and Company wasfurnished Secretarial Audit Report in Form MR-3 by him. The Secretarial Audit Report isannexed herewith as Annexure-E to this report. The Secretarial Auditors' reportdoes not contain any qualification reservation or adverse remark and is self-explanatoryand thus does not require any further clarifications/comments.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy which was approved andadopted by the Board of Directors of the Company at its meetings held on 26thJuly 2014. The said policy provides a formal mechanism for all employees of the Companyto approach Chairman of the Audit Committee of the Company and make protective disclosuresabout the unethical behavior actual or suspected fraud and violation of the Company'sCode of Conduct and Business Ethics. Under the Policy each employee of the Company has anassured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro- processing and its exports theCompany plays an important role in strengthening the fabric of society by generatingemployment and business opportunities. The Company is committed to conduct its business ina socially responsible ethical and environment friendly manner and to continuously worktowards improving quality of life of the communities in its operational areas. We believethat the sustainable development of our businesses is dependent on sustainable longlasting and mutually beneficial relationships with our stakeholders especially thecommunities we work with. The Company has framed a policy for the Corporate SocialResponsibility laying down the guidelines for sustainable development of the society.During the year the Company has undertaken directly and indirectly various initiativescontributing to the environment including Environmental sustainability reduced wastegeneration tree plantation contribution towards the Swachh Bharat Abhiyan improvedwaste management implementing environmental plan through power generation etc. TheCompany also developed comprehensive plan for carrying out activities focusing onpromoting education health care including preventive health care programmes to eradicatehunger poverty & malnutrition. The Company also developed comprehensive plan forcarrying out employment and employability through skill development and trainingupliftment of rural and backward area through Rural Development Projects and alsosupporting various community development projects in locations where the Companyoperates.

The Board of Directors at its meeting held on 24th May 2014 has approvedand adopted the Corporate Social Responsibility Policy of the Company pursuant to theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 as amended from time to time based on therecommendations of the CSR Committee. The initiatives undertaken by the Company during theF.Y. 2017-18 in Corporate Social Responsibility activities have been detailed in thisAnnual Report. The Annual Report on CSR activities in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014 is set out herewith as Annexure-Fto this report.

MEETINGS OF THE BOARD

4 (Four) meetings of the Board of Directors were held during the F.Y. 2017-18. Thedetails of the meetings of the Board/ Committees of the Board are given in the Report onCorporate Governance which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2017-18 the Committee consisted of Independent Directors of theCompany viz. Shri Sudhin Choksey (Chairman) Shri Rohit Patel and Shri Rashmikant JoshiMembers of the Audit Committee. As per Section 177(8) of the Companies Act 2013 asamended from time to time the Board has accepted all the recommendations of the AuditCommittee during the F.Y. 2017-18.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors. As per Regulation 21 of the Listing Regulations the Company has voluntarilyconstituted a Risk Management Committee to oversee the risk management efforts in theCompany which currently constitutes of Shri Manish Gupta Managing Director as theChairman of the Committee and other Members being Shri Sandeep Agrawal Whole-TimeDirector the Chief Financial Officer and the Company Secretary of the Company. TheCommittee reports to the Board of Directors of the Company. At plants/units levelInternal Committees have been formed headed by plants/units heads of respectiveplants/units and functional departmental heads. Such Committees report to the RiskManagement Committee from time to time. The Board of Directors has developed andimplemented Risk Management Policy for the Company. There are no risks which in theopinion of the Board threaten the existence of the Company. However some of the riskswhich may pose challenges are set out in the Management Discussion and Analysis Reportwhich forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued thereunder (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and Regulation 19of the Listing Regulations the Board of Directors at its meeting held on 30thJuly 2016 revised and adopted the Nomination and Remuneration Policy of the Company onthe recommendations of the Nomination and Remuneration Committee. The salient aspectscovered in the Nomination and Remuneration Policy covering the Policy on appointment andremuneration of Directors and other matters is displayed on the website of the Company(URL: http://www.ambujagroup.com/wp-content/uploads/2018/05/NominationandRemunerationPolicy-2.pdf ) and is also set out in Annexure-Gto this report.

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Appointment and Remuneration of Managerial Personnel) Amendments Rules 2016as amended from time to time in respect of Directors/employees of the Company is set outin Annexure-H to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Executive and Non-Executive Directors of the Company as per Section 178 ofthe Companies Act 2013 as amended from time to time and as per Regulation 19 of theListing Regulations. The criteria was set based on various attributes inter aliaprofile experience contribution dedication knowledge sharing of information with theBoard regularity of attendance aptitude & effectiveness preparedness &participation team work decision making process their roles rights responsibilitiesin the Company monitoring & managing potential conflict of interest of managementproviding fair and constructive feedback & strategic guidance and contribution of eachDirector to the growth of the Company.

The Company has devised the Board's Performance Evaluation Policy document along withperformance evaluation criteria/ form for Independent and Non-Independent Directors of theCompany and criteria for evaluation of Board's/Committee's performance along with remarksand suggestions. The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

Separate meeting of Independent Directors of the Company was held on 3rdFebruary 2018 and it reviewed the performance of Non-Independent Directors & theBoard as a whole and also reviewed the performance of Chairman of the Company. The samewas discussed in the board meeting that followed the meeting of the Independent Directorsat which the performance of the Board its committees and individual Directors was alsodiscussed.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited. The annual listing fees for the F.Y. 2018-19 has beenpaid to these Stock Exchanges.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 30th January2016 has approved and revised the Policy for Prevention of Sexual Harassment of Women asper the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (as amended from time to time). As per the provisions of the said Act theCompany has constituted Committees in the name of "Internal ComplaintsCommittee" for the Registered Office & Units of the Company. During the F.Y.2017-18 there was no case filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulations16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and asconfirmed by these Directors they fulfil the conditions specified in Section 149 of theCompanies Act 2013 and the Rules made thereunder about their status as IndependentDirectors of the Company.

EXTRACTS OF ANNUAL RETURN

As required under the provisions of Section 134(3) (a) and Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 (including any statutory modification(s) or re-enactment thereof for thetime being in force) the extracts of Annual Return in Form No. MGT-9 is annexed herewithas Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of fraud errorreporting mechanisms the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of allapplicable laws to the Company. During the year the Internal Auditor of the Company wereassigned the responsibility for ensuring and reviewing the adequacy of legal compliancesystems in the Company as required under the Companies Act 2013. Compliance with all lawsapplicable to the Company was checked by the Internal Auditor and no non-compliance withlaws applicable to the Company was reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

HEALTH SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of thepeople working for and on behalf of your Company visitors to the premises of the Companyand the communities we operate in is an integral part of business. Structured monitoring& review and a system of positive compliance reporting are in place. There is a strongfocus on safety with adequate thrust on employees' safety. The Company is implementingprogrammes to eliminate fatalities and injuries at work place. Quarterly reports onhealth safety and environment from each plants/units of the Company are received by theCompany and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through acombination of systems and processes as well as co-operation and support of all employees.Each and every safety incidents at plants/units if any are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for the Company. They play asignificant role in your Company's growth strategy. Your Company emphasizes on talentnurturing retention and engaging in a cordial amicable and constructive relationshipwith employees with a focus on productivity and efficiency and underlining safe workingpractices. Your Directors also value the professionalism and commitment of all employeesof the Company and place on record their appreciation and acknowledgement of the effortsdedication and contribution made by employees at all levels that has contributed toCompany's success and remain in the forefront of Agro based Industry business. YourDirectors wish to place on record the co-operation received from all the valuableemployees staff and workers at all levels and at all plants/units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All theCompany's operations are guided and aligned towards maximizing shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors are highly grateful for all the guidance support assistance andco-operation received from the Banks Departments of Central Government & StateGovernments other Government Departments Members Esteemed Customers and Suppliersduring the year under review. Your Directors also wish to place on record their sincereappreciation for the dedicated efforts and consistent contribution made by the ExecutivesStaff and Workers that the Company continues to be a significant and leading player underagro-processed products Industry.

For and on behalf of the Board of Directors
Place : Ahmedabad Manish Gupta Sandeep Agrawal
Date : 19th May 2018 Managing Director Whole-Time Director
(DIN: 00028196) (DIN: 00027244)