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Jubilant Foodworks Ltd.

BSE: 533155 Sector: Agri and agri inputs
NSE: JUBLFOOD ISIN Code: INE797F01012
BSE 15:14 | 21 Sep 4133.50 51.05
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4080.00

HIGH

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NSE 15:04 | 21 Sep 4135.25 51.90
(1.27%)
OPEN

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OPEN 4080.00
PREVIOUS CLOSE 4082.45
VOLUME 15315
52-Week high 4271.00
52-Week low 2099.60
P/E 146.22
Mkt Cap.(Rs cr) 54,550
Buy Price 4137.10
Buy Qty 20.00
Sell Price 4141.35
Sell Qty 12.00
OPEN 4080.00
CLOSE 4082.45
VOLUME 15315
52-Week high 4271.00
52-Week low 2099.60
P/E 146.22
Mkt Cap.(Rs cr) 54,550
Buy Price 4137.10
Buy Qty 20.00
Sell Price 4141.35
Sell Qty 12.00

Jubilant Foodworks Ltd. (JUBLFOOD) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty-fifth (25th) Annual Reporttogether with the Audited Standalone and Consolidated Financial Statements for thefinancial year ended March 31 2020 (‘FY 2020').

FINANCIAL HIGHLIGHTS

A summary of the Company's financial performance in FY 2020 is as follows:

(Rs. in lakhs)

Particulars Standalone Consolidated
FY 2020 FY 2019 FY 2020 FY 2019
Revenue from Operations 388577.65 353066.94 392727.40 356314.46
Add: Other Income* 6882.44 4691.44 6961.55 4736.31
Total Income 395460.09 357758.38 399688.95 361050.77
Profit before Depreciation & Amortisation Finance Cost 87708.31 60776.58 87559.27 59976.14
Exceptional items Tax Expense & Other Income* (EBITDA)
Profit before Depreciation & Amortisation Finance Cost 94590.75 65468.02 94520.82 64712.45
Exceptional items & Tax Expense*
Less: Finance Cost* 16345.36 - 16523.50 -
Less: Depreciation & Amortisation Expense * 34414.00 15227.44 35227.72 15745.05
Profit before Exceptional items & Tax Expense 43831.39 50240.58 42769.60 48967.40
Less: Exceptional items 4481.03 793.00 2490.98 -
Profit before Tax Expense 39350.36 49447.58 40278.62 48967.40
Less: Taxation Expense* 11805.17 17167.10 12398.73 17169.36
Profit for the year 27545.19 32280.48 27879.89 31798.04
Other Comprehensive Income/ (Loss) (282.43) (499.67) (270.86) (753.28)
Total Comprehensive Income for the year 27262.76 31780.81 27609.03 31044.76
Retained Earnings
Balance at the beginning of FY 114225.92 85795.21 109570.19 80565.08
Add: Profit for the FY 27545.19 32280.48 27998.25 31978.93
Less: Ind AS 116 Adjustments (net of tax)* 24066.41 - 24378.54 -
Add: Exercise/ Lapse of share options 76.01 127.63 76.01 127.63
Add: Exercise/ Sale of shares held by ESOP Trust (Net of Tax) - - 13.48 866.18
Less: Dividend paid on Equity Shares 14516.59 3299.23 14516.59 3299.23
Less: Dividend Distribution Tax 2983.93 678.17 2983.93 678.17
Add: Dividend on shares held by ESOP Trust - - 28.13 9.77
Balance at the end of FY 100280.19 114225.92 95807.00 109570.19

*The Company has adopted Ind AS 116 ‘Leases' beginning April 01 2019 using themodified retrospective approach for transition (Refer note 45 to the standalone financialstatements and note 42 to the consolidated financial statements forming integral part ofthe Annual Report).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance on standalone basis as under: a) Revenuefrom operations increased by 10.06% to Rs. 388577.65 lakhs b) EBITDA increased by 44.31%to Rs. 87708.31 lakhs c) Profit before Tax decreased by 20.42% to Rs. 39350.36five-pillar lakhs d) Net Profit decreased by 14.67% to Rs. 27545.19 lakhs

During FY 2020 the Company has not transferred any amount to the general reserve andentire amount of profit for the year forms part of the ‘Retained Earnings'.

The Company has two strong international brands Dominos' Pizza and Dunkin' Donuts and ahome-grown Chinese cuisine restaurant brand ‘Hong's Kitchen' in its portfolio eachaddressing to different food market segment. During the year the Company's focus remainedon implementing the strategy i.e. Fortressing Domino's in India Elevate CustomerExperience Sustained Technology Investments Build Portfolio of Brands and InternationalOperations. The Company has 1335 Domino's Pizza Restaurants 34 Dunkin' DonutsRestaurants and 4 Hong's Kitchen as on March 31 2020.

COVID–19 & ITS IMPACT

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lockdowns of all economic activity. This globalramificationcrisis has large on the Food Industry. For the Company the focus immediatelyshifted to ensuring the health and well-being of its employees and customers. Leveragingthe strengths as a brand and expertise in delivery the Company quickly responded toeffectively deal with the crisis and capture the opportunities in the new normal that willemerge. The Company was the first one to introduce stringent hygiene and sanitisationprotocols across all its restaurants including Zero Contact Delivery facility for Domino'sPizza. The Company also moved to ‘work from home' policy for all its officeemployees.

To support several initiatives taken by the Central and State Government authorities tocontrol potential transmission of COVID-19 and to maintain social distancing operationsof many restaurants (including dine-in) and supply chain were temporarily affected. Tomitigate the impact takeaway and delivery channels were promoted.

The Company has made detailed assessments of its liquidity position for the next oneyear and of the recoverability and carrying values of its assets comprising propertyplant and equipment inventories investments receivables and other current assets as atthe balance sheet date and on the basis of evaluation based on the current estimates hasconcluded that no material adjustments are required in the financial statements.

Given the uncertainties associated with nature condition and duration of COVID-19 theimpact assessment on the Company's operations and financial statements will becontinuously made. The Company believe in the long-term prospects of food service industryand is confident to emerge stronger from the crisis on the basis of its safe and reliabledelivery model digital platform and a culture of strong execution.

The Business highlights has been comprehensively discussed in Management Discussion andAnalysis Report forming integral part of the Annual Report.

DIVIDEND

Based on the Company's performance and Dividend Distribution Policy of the Company theBoard of Directors in their meeting held on February 27 2020 declared an interimdividend of Rs. 6 (i.e. 60%) per Equity share of Rs. 10 each on the paid-up equity sharecapital of the Company for FY 2020 amounting to Rs. 7918.14 lakhs (excluding dividenddistribution tax of Rs. 1627.60 lakhs). The Board has not recommended any final dividendand the interim dividend as aforesaid be considered as final dividend for the financialyear ended March 31 2020.

SHARE CAPITAL

During the year under review there was no change in the authorised subscribed andpaid-up share capital of the Company. As on March 31 2020 the paid-up share capital ofthe Company stood at Rs. 1319690400/- divided into 131969040 equity shares of Rs.10/- each.

EMPLOYEES STOCK OPTION SCHEMES

With a view to attract reward and retain talented and key employees in the competitiveenvironment and encourage them to align individual performance with Company objectivesthe Company grants share based benefits to eligible employees under the ESOP Schemes. TheCompany has two Employees Stock Option Schemes namely JFL Employees Stock Option Scheme2011 (‘ESOP 2011') and JFL Employees Stock Option Scheme 2016 (‘ESOP 2016').Both the schemes are administered through JFL Employees Welfare Trust (‘ESOP Trust').

ESOP2011:The members on August 20 2011 approved ESOP

2011 for issuance of Employee Stock Options to the eligible employees of the Companyits holding and subsidiary(ies) in/ outside India. ESOP 2011 was last modified by themembers of the Company in its meeting held on September 3 2015. The options are grantedat the exercise price fixed at the time of grant being the market price as defined underESOP 2011. As on March 31 2020 101381 options were outstanding under ESOP 2011.

ESOP 2016:

The members on November 2 2016 approved ESOP 2016 for issuance of Employee StockOptions to the eligible employees of the Company its holding and subsidiary(ies) in/outside India. The options are granted at the exercise price determined by the NominationRemuneration and Compensation Committee and mentioned in the grant letter which shall notbe less than face value of the shares of the Company. As on March 31 2020 42037 optionswere outstanding under ESOP 2016.

Consequent to Bonus issue of June 2018 all the then outstanding options granted underESOP 2011 and ESOP 2016 are entitled to bonus share in the proportion of 1:1. During theyear there was no material change in ESOP 2011 & ESOP 2016 and both the schemes arein compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 (‘ESOPRegulations').

No dilution in paid-up share capital of the Company is expected due to exercise ofoptions as it is envisaged to transfer the equity shares held by ESOP Trust to theemployees on exercise of options under both the schemes. The applicable disclosure underthe ESOP Regulations as at March 31 2020 is uploaded on the website of the Company (weblink: https://www.jubilantfoodworks.com/investors/ reports-presentations). Certificatefrom Deloitte Haskins & Sells LLP Chartered Accountants Statutory Auditors withrespect to the implementation of ESOP 2011 and ESOP 2016 would be placed before themembers at the ensuing AGM. The details of both the schemes have also been disclosed inNote 32 to the Standalone Financial Statements and Note 31 to the Consolidated FinancialStatements forming integral part of the Annual Report. financial

SUBSIDIARY AND JOINT VENTURE

Jubilant Golden Harvest Limited (‘JGHL'):

JGHL is a subsidiary and joint venture of the Company with Golden Harvest Group ofBangladesh. JGHL has exclusive rights to develop and operate Domino's Pizza restaurants inBangladesh. In a short span of time JGHL has made appreciable progress in the country andcontinued to deliver healthy performance in terms of orders served restaurants added andcustomer satisfaction scores. Domino's Pizza restaurant opened during the year were basedon new store design with significantly improved and refreshing interiors better ambienceto enhance customer experience. Further JGHL also launched 30 minutes delivery servicewith state-of-the-art android App Progressive Web App & an in-house call centre.

JGHL launched two (2) more restaurants during FY 2020 taking the total count to three(3) Domino's Pizza Restaurants as on March 31 2020. The total income of JGHL in FY 2020is Rs. 1715.41 lakhs as compared to Rs. 196.59 lakhs in FY 2019.

Jubilant FoodWorks Lanka (Private) Limited (‘JFLPL'):

JFLPL is a wholly owned subsidiary of the Company in Sri Lanka. JFLPL has exclusiverights to develop and operate Domino's Pizza restaurants in Sri Lanka. JFLPL continued itsfocus on substantially enhancing its product proposition delivery service digitalexperience service excellence and consumer experience. During the year JFLPL continuedto drive Everyday Value promotional proposition undertook various cost optimisationinitiatives launched new products in its menu upgraded quality of products &customer experience took several digital and marketing initiatives to position Domino'sPizza brand.

As on March 31 2020 JFLPL has 21 Domino's Pizza Restaurant. The total income of JFLPLin FY 2020 is Rs. 3148.23 lakhs as compared to Rs. 3356.29 lakhs in FY 2019.

Domino's Pizza Sri Lanka & Bangladesh also took various initiatives during theoutbreak of COVID-19 Pandemic including Zero Contact Delivery and Takeaway to ensuresafety of customers and employees.

A report on the performance and the financial position of JFLPL JGHL and ESOP Trustas per Companies Act 2013 and Rules made thereunder (the ‘Act') is provided in FormAOC-1 attached to the Consolidated Financial Statements forming integral part of theAnnual Report. Pursuant to the provisions of Section 136 of the Act separate auditedaccounts of the subsidiaries are available on the website of the Company athttps://www.jubilantfoodworks.com/ investors/reports-presentations.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company as on the year ended on March 31 2020 asrequired under the Act in Form No. MGT-9 is annexed herewith as Annexure ‘A'forming integral part of this Report.

As per Section 134(3)(a) of the Act the Annual Return referred to in Section 92(3) isavailable on the website of the Company at www.jubilantfoodworks.com.

MEETINGS OF BOARD OF DIRECTORS

Six (6) Meetings of Board of Directors were held during FY 2020. The details of themeetings of the Board and its

Committees are given in the Corporate Governance Report forming integral part of thisReport.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendations made by Nomination Remuneration and CompensationCommittee the Board appointed Ms. Deepa Misra Harris as an Additional Director in thecategory of Non-Executive Independent Director for a period of five (5) years w.e.f. June21 2019. The members of the Company at their 24th Annual General Meeting held onSeptember 24 2019 approved appointment of Non-Executive Independent Directors viz. Mr.Vikram Singh Mehta for a term of five (5) years w.e.f. February 1 2019 upto January 312024 and Ms. Deepa Misra Harris for a term of five (5) years w.e.f. June 21 2019 uptoJune 20 2024.

The Board considered the domain knowledge and experience of Ms. Harris in areas ofbranding marketing sales and public relations the Board is of the opinion that shepossess requisite qualifications experience expertise (including proficiency) and holdhighest standards of integrity. Also all the Independent Directors have registeredthemselves with the data bank maintained with the Indian Institute of Corporate Affairs.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act read with Regulation 16(1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (‘the ListingRegulations'). Based on the disclosures received the Board is of the opinion that allthe Independent Directors fulfill the conditions specified in the Act and ListingRegulations and are independent of the management.

In terms of Articles of Association of the Company and provisions of the Act Mr.Shamit Bhartia and Ms. Aashti Bhartia Directors of the Company are liable to retire byrotation at the ensuing Annual General Meeting (‘AGM') and being eligible offerthemselves for re-appointment. The Board of Directors recommend their re-appointment forthe consideration of the members of the Company at the ensuing AGM. A brief profileexpertise of Directors and other details as required under the Act Secretarial Standard-2and Listing Regulations relating to the directors proposed to be re-appointed is annexedto the notice convening the AGM.

During the year under review there were no changes in the Key Managerial Personnel ofthe Company.

APPOINTMENT & REMUNERATION POLICY

The Company has a Policy on appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management/other employees of the Company which is disclosed on thewebsite of the Company (Web Link: https://www.jubilantfoodworks.com/investors/policies/).The details of the Policy have been disclosed in the Corporate Governance Report formingintegral part of this Report.

PERFORMANCE EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairperson of the Board. Theevaluation was carried out through a structured questionnaire covering various aspects ofthe functioning of Board and its Committees. The detailed process in which annualevaluation of the performance of the Board its Chairperson its Committees and ofindividual directors has been made is disclosed in the Corporate Governance Report formingintegral part of this Report.

PARTICULARS OF EMPLOYEES DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Employees Directors and Key Managerial Personnel as required underSection 197 of the Act read with the Companies (Appointment and Remuneration) Rules 2014is annexed herewith as Annexure ‘B' forming integral part of this Report.

LOANS GUARANTEES AND INVESTMENTS

Particulars of investments made under the provisions of Section 186 of the Act havebeen disclosed in Note 4 to the Standalone Financial Statements forming integral part ofthe Annual Report. During the year the Company has not availed any loan or provided anyguarantees.

RELATED PARTY TRANSACTIONS

All contracts arrangements and transactions entered by the Company during FY 2020 withrelated parties were in the ordinary course of business and on arm's length basis and wereapproved by the Audit Committee. The Audit Committee had laid down the criteria forgranting the omnibus approval for the transactions which are repetitive in nature in linewith the Company's Policy on Materiality of and dealing with Related Party Transactions(‘RPT Policy'). During the year the Company had not entered into any materiallysignificant transaction with related parties as defined in the RPT Policy. Accordinglythe disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2is not applicable. Related Party disclosures including Transaction with person or entitybelonging to the promoter/promoter group which hold(s) 10% or more shareholding in theCompany have been disclosed in Note 33 to the Standalone Financial Statements formingintegral part of the Annual Report.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors

Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Regn. No.117366W/W-100018) (‘Deloitte') were appointed as Statutory Auditors of the Companyto hold office from the conclusion of 22nd AGM until the conclusion of 27thAGM of the Company subject to the ratification by members at every AGM. Further at the23rd AGM held on September 27 2018 members approved ratification of the appointment ofStatutory Auditors to hold office from the conclusion of 23rd AGM until theconclusion of 27th AGM of the Company to be held in the year 2022 without anyfurther requirement of ratification at every intervening AGM.

The Auditors' Report read together with Annexure referred to in the Auditors' Reportfor the financial year ended March 31 2020 do not contain any qualification reservationadverse remark or disclaimers. During the year under review the Statutory Auditors havenot reported any matter under Section 143 (12) of the Act therefore no detail is requiredto be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

The Secretarial Audit Report for the year ended March 31 2020 received fromChandrasekaran Associates Company Secretaries Secretarial Auditors of the Company isannexed herewith as Annexure ‘C' forming integral part of this Report. Thereport does not contain any reservations adverse remarks or disclaimers.

AUDIT COMMITTEE OF THE BOARD

The Audit Committee comprises of Mr. Ashwani Windlass as Chairman Mr. Abhay PrabhakarHavaldar Ms. Deepa Misra Harris Mr. Shamit Bhartia and Mr. Vikram Singh Mehta asmembers. All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Policy on Whistle Blower which is disclosed on the website of theCompany (Web Link: https://www.jubilantfoodworks.com/investors/policies/). The details ofVigil mechanism as provided in the Whistle Blower Policy have been disclosed in theCorporateGovernance Report forming integral part of this Report.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. TheBoard of Directors of the Company has constituted Risk Management Committee (‘RMC')which assists the Board in monitoring and reviewing the risk management planimplementation of the risk management framework of the Company and such other functions asBoard may deem fit. The Company has in place Risk Management Policy. A detailed section onRisk

Management is provided in the Management Discussion and Analysis Report formingintegral part of the Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial controls systems in place whichfacilitates orderly and efficient conduct of its business including adherence to Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. The Company's internal control framework are commensurate with thesize and nature of its operations. M/s. Deloitte Haskins & Sells LLP StatutoryAuditors have audited the financial statements of the Company included in this annualreport and have issued an attestation report on JFL's internal control over financialreporting (as defined in section 143 of the Act). A detailed section on Internal Controlsand their Adequacy is provided in the Management Discussion and Analysis Report formingintegral part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming integral part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations Business Responsibility Reportfor FY 2020 detailing various initiatives taken by the Company on the environmentalsocial and governance front is annexed herewith as Annexure ‘D' formingintegral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social Responsibility which is disclosed on thewebsite of the Company (Web Link: https://www.jubilantfoodworks. com/investors/policies/).In terms of Rule financial 8 of Companies (Corporate Social Responsibility Policy) Rules2014 the Corporate Social Responsibility Report for FY 2020 is annexed herewith as Annexure‘E' forming integral part of this Report.

CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven by the interest ofstakeholders focus on fairness transparency and business needs of the organisation. TheCompany continues to be compliant with the requirements of Corporate Governance asstipulated in Listing Regulations. In terms of Regulation 27 of Listing Regulations theCorporate Governance Report including a certificate from M/s. Chandrasekaran AssociatesCompany Secretaries

Secretarial Auditors of the Company regarding compliance of the conditions of CorporateGovernance is annexed herewith as Annexure ‘F' forming integral part of thisReport.

The Corporate Governance Report inter-alia contains the followingdisclosures:

a) Composition of Committees including Audit Committee Nomination Remuneration andCompensation Committee Stakeholders Relationship Committee Sustainability &Corporate Social Responsibility Committee Regulatory and Finance Committee InvestmentCommittee and Risk Management Committee

b) Disclosure relating to affirmation submitted by the Directors and Senior Managementconfirming compliance of the Code of Conduct for Directors and Senior Management

c) Dividend Distribution Policy

d) Details of Credit Rating

e) Details of Unpaid and Unclaimed Dividend Account

PREVENTION OF SEXUAL HARASSMENT

The Company is committed towards promoting the work environment that ensures everyemployee is treated with dignity and respect and afforded equitable treatment irrespectiveof their gender race social class caste creed religion place of origin sexualorientation disability or economic status. Pursuant to the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(‘POSH Act') the Company has adopted a Policy on prevention of sexual harassment atworkplace (‘POSH Policy'). Periodic sessions were also conducted to apprise employeesand build awareness on the subject matter.

As per the requirement of POSH Act and rules made thereunder the Company hasconstituted Internal Complaints Committee to redress the complaints received regardingsexual harassment. The details of the complaints received during the year under review areas follows. The Company endeavours to complete the inquiry process within the stipulatedperiod of 90 days. financial . Complaints filed during the year : 13 ii. Complaintsdisposed off during the year : 10 iii. Complaints pending as on end of the year : 3

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

The Company is committed to take effective measures to conserve energy and drive energyefficiency in its operations and also continuously making efforts on increasing use ofrenewable energy and enhancing waste management to reduce the carbon footprint. TheCompany also strives to focus on technologies processes and improvements that matters forthe environment.

Accordingly the Company undertook some cost-effective energy- initiatives across itsRestaurants and Supply Chain Centres (‘SCC').

i) The steps taken or impact on conservation of energy

• Installation of 1093 Five Star rated AC at the restaurants to reduce energyconsumption.

• Installation of Automatic Mains Failure (‘AMF') panels at restaurants.

• Introduction of energy saving ovens from U.S. financial

• Solar Power Plant installed at Greater Noida SCC catering to 11% of totalelectricity consumption at the SCC.

• Solar Water Heating Plant installed at Nagpur SCC and Hyderabad SCC. The Companyplans to install the same in other SCC to meet hot water requirements of the facilities.

• Energy Monitoring Systems were also installed in four SCC namely Mohali Nagpur

Kolkata and Hyderabad for real time remote monitoring of electricity consumption atload level and providing actionable information for optimizing energy usage.

• Installation of energy efficient LED Lights in all restaurants and SCC.

ii) The steps taken by the Company for utilizing alternate sources of energy effectively.

Introduction of 290 E-bikes for restaurants in FY 2020.

iii) The capital investment on energy conservation equipment

Capital investment on energy conservation equipment during FY 2020 was Rs. 114.55 lakhsapprox.

b) Technology Absorption

The Company believes in leveraging technology to transform every dimension of itsbusiness. Investments in technology infrastructure is an important element of Company'scommitment to delivering seamless customer experience. Further steps taken towards EnergyConservation are the result of technology absorption.

However there is no other specific information to be furnished in this regard.

c) Foreign Exchange Earnings & Outgo

Rs. (in lakhs)

Foreign Exchange earned in terms of actual inflows (FOB Basis) 833.25 72.31
Foreign Exchange outgo in terms of actual outflows 12784.01 10693.77

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

b) they 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 the year and of the profit of theCompany for that period;

c) they have had 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such

. systems were adequate and operating

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial

Standards on Meetings of the Board of Directors and on General Meetings issued by theInstitute of Company Secretaries of India.

OTHER STATUTORY DISCLOSURES

During the year under review:

a) No deposits have been accepted by the Company from the public. The Company had nooutstanding unpaid or unclaimed public deposits at the beginning and end of FY 2020.

b) Maintenance of cost records under sub-section (1) of section 148 of the Act is notapplicable to the Company.

c) No equity shares were issued with differential rights as to dividend voting orotherwise.

d) No Sweat Equity shares were issued.

e) The Wholetime Director of the Company doesn't receive any remuneration or commissionfrom its subsidiary companies.

f) No significant and material orders were passed by the Regulators/Courts/Tribunalswhich impact the going concern status and Company's operations in future.

g) There was no change in the nature of the business of the Company.

There has been no material change and commitment affecting the performance of theCompany which occurred between the end of the Financial Year of the Company to which thestatements relate and the date of this Report except for the impact arising out ofCOVID-19 which is detailed elsewhere in this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and acknowledge with gratitude thecontribution co-operation and assistance received from Domino's International Dunkin'Donuts International Government and Regulatory Authorities Business Partners BankersMembers and other Stakeholders. Also the Board places on record its deep appreciation forthe enthusiasm co-operation hard work dedication and commitment of the employees at alllevels specifically the employees who stood out for service to the nation during theoutbreak of COVID-19 pandemic.

Your Directors appreciate the continued co-operation and support received from itscustomers that has enabled the

Company to make every effort in understanding their unique needs and deliver maximumcustomer satisfaction.

For and on behalf of the Board of Directors

Sd/- Sd/-
Shyam S. Bhartia Hari S. Bhartia
Chairman & Director Co-Chairman & Director
DIN: 00010484 DIN: 00010499
Place: Delhi
Date: May 20 2020
(Figures have been rounded off for the purpose of reporting)

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