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L T Foods Ltd.

BSE: 532783 Sector: Agri and agri inputs
NSE: DAAWAT ISIN Code: INE818H01020
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VOLUME 41084
52-Week high 105.00
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P/E 19.88
Mkt Cap.(Rs cr) 1,055
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Buy Qty 263.00
Sell Price 33.00
Sell Qty 205.00
OPEN 32.05
CLOSE 32.70
VOLUME 41084
52-Week high 105.00
52-Week low 32.05
P/E 19.88
Mkt Cap.(Rs cr) 1,055
Buy Price 32.35
Buy Qty 263.00
Sell Price 33.00
Sell Qty 205.00

L T Foods Ltd. (DAAWAT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 28th Annual Report on the business andoperations of the Company and the accounts forthe Financial Year ended March 312018.

1. Financial Performance of the Company (Standalone)

(Rs. In Lakhs)

Particulars Financial Year (2017-18) Financial Year (2016-17)
Gross Income 215665.84 207606.04
Profit Before Interest and Depreciation 15697.02 17741.71
Finance Charges 8529.51 10660.02
Gross Profit 39967.55 39723.47
Provision for Depreciation 1810.23 2339.49
Net Profit Before Tax 5357.28 4742.20
Net Profit After Tax 4195.54 2989.89
Balance of Profit brought forward 26328.57 23784.87
Balance available for appropriation 29917.82 26328.57
Proposed Dividend on Equity Shares 400.12 401.87
Taxon proposed Dividend 81.45 81.42
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 29917.82 26328.57

2. Company's working during the year

On standalone basis our total revenue stood at Rs. 2157 Crores higher by 4%year-on-year. The gross profit stood at Rs. 400 Crores. Profit after tax stood at Rs. 42Crores as compared to Rs. 30 Crores in financial year 2017 representing a growthof40%year-on-year.This led to resultant EPS of Rs. 1.49 per share by 33%. EPS is based onfully diluted basis adjusted for the stock split from Rs. 10 per share to Rs. 1 per share.

Our total revenue stood at Rs. 3650 Crores higher by 11% year-on-year driven by highercontribution of branded sales. The gross profit increased by 11% to Rs. 979 Crores. EBITDAcame in at Rs. 414 Crores an increase of 2% on year-on-year basis translating to EBITDAmargin to

11.3% as compared to 12.3% in the last year.

Our profit before tax during the year increased by 12% to Rs. 218 Crores led by lowerinterest cost and depreciation. Profit after tax stood at Rs. 144 Crores as compared toRs. 129 Crores in financial year 2017 representing a growth of 12%. This led to resultantimprovement in EPS to Rs. 4.80 per share. EPS is based on fully diluted basis adjusted forstock split from Rs. 10 per share to Rs. 1 per share. Moving on geographical revenue andrealization breakup branded India sales stood at Rs. 892 Crores up by 13% year-on-yearwhile the average realization during the year increased to Rs. 51 per kg resulting in anincrease of 18%. International branded sales came in at Rs. 1238 Crores a growth of 23%while the average realization increased to Rs. 96 per kg higher by 5%.

One of the growth driver of our business is our organic business which has also grownby 50% in Financial Year 2018.

The focus has been on strengthening the consumer business both in India andinternational market which is depicted in the overall growth of our consumer businessthat is 21 %.

Our branded business has grown by 18% in value terms on year-on-year basis in financialyear 2017-18 that was primarily driven by an increase of 13% in India and 23% inInternational branded business respectively.

The contribution of branded business to overall rice business has increased from 64% to69% in financial year 2017-2018 driven by consistent brand investments strengthening thesupply chain adopting channel wise strategy to strengthen out footprint in all thechannels be it the general trade modern trade or wholesale or online business.

Organic business contribution has increased from 7% to 10% on year-on-year basis andstands at Rs. 361 Crores. The Company has added a new product line a new customer acrossEurope and USA for organic business.

Our credit rating has also been upgraded by CRISIL to A-/ Positive outlook from BBB+/Positive outlook.

3. Change in the nature of business if any-

During the current year there has been no major change in the business.

4. Dividend

The Board of Directors has recommended 15% dividend forthe financial year 2017-18 anddecided to retain backthe remaining earnings.

5. Reserves

Out of the amount available for appropriation. Company's Directors proposed to transferRs. NIL amount to General Reserve and retain Rs. 29917.82 Lakhs to Profit and LossAccount.

6. Share Capital

During the Financial year 2017-18 the Company has allotted 112910 Equity Shares toemployee of the company who was eligible for allotment under the Employee Stock OptionPlan-2010.

Further the Company has also made allotment of 53100000 Equity Shares through theQualified Institutional Placement (QIP) at price of Rs. 75.20 per Equity Shares on 26thDecember 2017. Pursuant to the said allotment of Equity Shares the paid up share capitalof the company stands increased to Rs. 319844780/- comprising of 319844780 EquityShares of Rs. 1 each.

7. Details of Directors and Key Managerial Personnel Appointed and Resigned during theyear

There were no Director and Key Managerial Personnel has been appointed during the yearhow ever the details of the Director resigned during the year is as follows:-

Name of the Person Designation Appointment/Resignation Date of Appointment / Resignation
Adesh Kumar Gupta Independent Director Resignation 26/05/2017

8. Particulars of Employees & Employee Remuneration

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016The information required is as follows.

Managerial Remuneration:

1. Ratio of remuneration of each director to median remuneration of employees
Vijay Kumar Arora 1:33
Ashwani Kumar Arora 1:33
Surinder Kumar Arora 1:26
2. Percentage increase in remuneration of each director and KMPs
Vijay Kumar Arora Nil
Surinder Kumar Arora Nil
Ashwani Kumar Arora Nil
Monika Chawla Jaggia 70%
3. Percentage increase in the median remuneration of employees 10%
4. Number of permanent employees 896
5. Average percentile increase in salary of employees other than managerial personnel comparison with percentile increase in managerial remuneration and justification 9%
Managerial Increase 5%
Non Managerial Increase 10%
6. Affirmation that the remuneration is as per the remuneration policy of the Company Yes

As per rule 5(3) of Companies (Appointment and Remuneration) Rules 2014 the employeeswho draw salary exceeding the limits of Rs. 1.02 Crore is as follows:

Name Designation Remuneration (in crores) Nature of employment Qualification Experience Age Last

employment

% of shares held
Vijay Kumar Arora Managing

Director

1.69 Permanent B.Sc. 42 60 NA 7.98
Surinder Kumar Arora Managing

Director

0.59 Permanent Under

Graduate

36 56 NA 7.98
Ashwani Kumar Arora Managing

Director

0.98 Permanent B COM 30 51 NA 7.98

9. Board Meetings

During the Year seven board Meetings were held the dates on which these meeting wereheld are 25th May 201710th August 20173rd October 201714th November 201726thDecember 201708th February 2018 and 30th March 2018. The details of the same given inthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.

10. Performance Evaluation

In pursuance of Section 178 of the Companies Act 2013 read with Regulation 4(2)17(10) and 19(4) read with Schedule II Part D of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandards-I the Nomination and Remuneration Committee has framed the evaluation processand the performance evaluation of Independent Directors Executive Directors and of Boardas a whole as well as working of its Audit Nomination & Remuneration and ComplianceCommittees has been carried out during the financial year 2017-18.

The Independent Directors of the Company met Separately on 08th February 2018 withoutthe presence of Non-Independent Directors and inter-alia reviewed the performance of themembers of management Non- Independent Directors Board as a whole performance of theChairman of the Company and the Committees after taking into consideration the views ofExecutive and Non- Executive Directors.

In compliance with the provisions of SEBI Listing Regulations the Board of Directorshas also carried out evaluation of every Independent Director's performance during theyear. The Board members had submitted to Nomination and Remuneration Committee theirresponse on a scale from 5 to 1 (Excellent to Performance Needs Improvement) forevaluating the entire Board respective Committees including Chairman of the Board.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance.

The Directors had duly completed with the evaluation process.

It was further acknowledged that every individual Member and Committee of the Board hascontributed best in the growth to the organization.

11. Statement of Declaration by an Independent Director(s) and re- appointment if any

All the Independent directors have given their Independency declaration as provided insub-section (6) of Section 149 of the Companies Act 2013.

12. Remuneration Policy

The Company has framed the Remuneration Policy in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules and Regulation 19 of Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015. The remuneration policy of the Company is in compliance of Section 178 (4) of theCompanies Act 2013. The Remuneration policy can be referred to the weblink http://www.ltgroup.in/pdf/LT-Foods-Remuneration-Policy.pdf

The salient features of Remuneration policy are as follows: -To formulate a criteriafor determining qualifications positive attributes and independence of a Director -Torecommend to the Board the appointment and removal of Senior Management

-To carry out evaluation of Director's performance and recommend to the Boardappointment/ removal based on his/ her performance.

- To recommend to the Board on (i) policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management and (ii) Executive Directors' remuneration andincentive

-To make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

- Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks

-To devise a policy on Board diversity

-To develop a succession plan for the Board with segregated succession readiness of themanagement council and executive.

13. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act the statement containing salientfeatures of the financial statement of Company's subsidiaries associate or joint ventureis given as Annexure-V [Performance and financial position of each of the subsidiariesassociates and joint venture companies included in the consolidated financial statement]

During the year the Company generated a revenue of Rs. 3650 Crores at group level.Its subsidiaries played a major role in contirbuting to the overall revenue. LT FoodsAmericas (formerly known as Kusha Inc the fellow subsidiary of the Company contributedapprox 29% to the overall revenue. The organic arm NBFL a wholly owned subsidiarycontributed approx. 10% to the group revenue.

Further the Annual Accounts and related documents of the subsidiary Company shall bekept open for inspection at the registered & Corporate Office ofthe Company. TheCompany shall also make available copy thereof upon specific request by any member of theCompany interested in obtaining the same. Further pursuant to Accounting Standard AS- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company in this Annual Report include the financialinformation of its subsidiary.

Name of the Companies which became or have ceased to became as Subsidiaries/JointVentures/Associates Companies during the year.

During the year the Company acquired 100% stake of Deva Sing Sham Singh Export PrivateLimited which has become the wholly-owned subsidiary of the Company. Company also acquired92% Stake of M/s Raghunath Agro Industries Private Limited from its another subsidiarynamely Daawat Foods Limited.

14. Auditors

M/s. Walker Chandiok & Co. LLP Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 18th September 2015 for aterm of five consecutive years. As per the provisions of Section 139 of the Companies Act2013 the appointment of Auditors is required to be ratified by Members at every AnnualGeneral Meeting.

Flowever in accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting

The Auditor has confirmed that they are not disqualified under any provisions ofSection 141(3) of Companies Act 2013 and also their engagement with the company is withinthe prescribed limits under section 141 (3)(g) of Companies Act 2013

15. Auditors Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

They have been no instances of fraud reported by the Statutory Auditors underSection-143(12) ofthe Companies Act 2013 read with rules framed thereunder either to theCompany or to the Central Government.

16. Audit Committee

In pursuance of Section 177 of the Companies Act 2013 read with regulation 18 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted the Audit Committee and the details inrespect of the composition of Audit Committee of the Company is given in CorporateGovernance Report ofthe Company.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. D Dixit &Associates Practicing Company Secretary has been appointed as Secretarial Auditors oftheCompany. The report ofthe Secretarial Auditors is enclosed as Annexure IV to this report.The point-wise comments are enumerated as follows.

Reply to the observations in the Secretarial Audit

1) Delay in Filing Forms

Due to the oversight the Company has delayed in filing some of the forms in prescribedtime frame of Companies Act 2013 and applicable additional fees has already been paid toMinistry of Corporate Affairs.

2) CSR Spent

The Company has not spent the entire amount on CSR. In the coming years it will spendthe entire amount allocated for the year in compliance with Section-135 ofthe CompaniesAct 2013.

3) Related Party Transactions exceeding the limits approved by Shareholders

The shareholders approved all the proposed material related party transactions in theAGM held on 19th September 2017 however the actual transactions were in excess of thoseapproved. The Board of Directors has already proposed to ratify the same in the AGMscheduled to be held on 24th September 2018.

4) Delay in filling of APR

The Company has already filed the necessary forms with RBI.

5) Gratuity Payment to Ex-employee

The Company has already paid gratuity to ex-employee

18. Internal Audit & Controls

In terms of compliance of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) rules 2014 the Company continues to engage Pro Advisory India LLPas its Internal Auditors. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

19. Issue of employee stock options

The details of ESOP as per rule 12 (9) of Companies (Share Capital and Debentures)Rules 2014 are as follows:

Particulars Option 1 Option 2
Approval 6483290 2012090
Options granted 6483290 2012090
Options vested 6483290 2012090
Options exercised 6277520 1275420
Total number of shares arising out of exercise of options 6277520 1275420
Options forfeited/lapsed/cancelled 205770 736670
Variations of terms of options NIL NIL
Money realized by exercise of options - 429058
Total number of options in force - -

Notes: -

1. Details of options granted during the fiscal 2012 to:

Particulars
(a) Directors and key managerial personnel
1. Som Nath Chopra 46318
2. Monika Chawla Jaggia 18177
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group Company employees) The following employees have received a grant in any one year of options amounting to 5% or more of the options granted during the year 2011-12

• Mr. S.K. Salhotra

 

• Mr. Som Nath Chopra

 

• Mr. Dipol Dhole

 

• Mr. Vijay Malik

 

• Mr. Vivek Chandra

 

• Mr. Vikram Patil

 

• Mr. Kamal Poplai

The following employees have received a grant in any one year of options amounting to 5% or more of the options granted during the year 2012-13
 

• Mr. Mukesh Aggarwal

 

• Mr. Sandeep Lamba

 

• Mr. Gerald Taylor

 

• Mr. Mrinal Mathur

(c) Identified employees who are granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant None

20. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy can be found on the following link www.ltgroup.in under investors/policy documents/VigilMechanism Policy on the website of the Company.

21. Risk Management Policy

LT has in place comprehensive risk assessment and minimization procedures which arereviewed by the top management at regular intervals.

22. Extract of Annual Return:

Pursuant to the requirements of Section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of the annualreturn in MGT 9 has been made a part of this Annual Report as ANNEXURE I.The annual returncan also be found on the following link www.ltgroup.in under investors updates http://ltgroup.in/pdf/Annual%20Return-2018.pdfon the website of the Company

23. Material changes and commitments if any affecting the financial position of thecompany which have occurred during the period beginning with end year of the company towhich the financial statements relate and the date of the report

There have been no material changes in the business which may affect financialposition of the Company.

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall impact the going concern status &Company's operations in future.

25. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

According to Section-134 (5) (e) of the Companies Act 2013 the term InternalFinancial Control (IFC) means the policies and procedures adopted by the Company forensuring orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has a well placed internal financial control system which ensures that allassets are safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Company's internal financial control system also comprises duecompliances with Company's policies and Standard Operating Procedures (SOPs) and auditandcompliance by Internal Audit team. Pro Legal Advisory India LLP.

26. Deposits

The Company has neither accepted nor renewed any deposits falling under Chapter V ofCompanies Act 2013.

27. Cost Record

The Central Government has not specified maintenance of cost record under section148(1) of the Company Act 2013 in respect of our Company's product.

28. Particulars of loans guarantees or investments

The Company has not granted any loans falling within the preview of Section 186 of theCompanies Act 2013 however the details of Investments made and security or guaranteegiven are as follows:-

Details of Investments:-

Date of

o Investment

Details of Investee Amount - (In Lakhs) Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of

Board

resolution

Date of special resolution Expected rate of return
30.09.2017 Deva Singh Shyam Singh Exports Private Limited 1.00 Business Purpose 12.04.2017 N.A. N.A.
15.05.2017 Daawat Kameda India Private Limited 170.85 Business Purpose 12.04.2017 N.A. N.A.
31.03.2018 Raghunath Agro Industries Private Limited 2110.38 Business Purpose 30.03.2018 N.A. N.A.

Details of Guarantee / Security Provided:

Details of recipient Amount (In Lakhs) Purpose for which the security/guarantee is proposed to be utilized by the recipient
Daawat Foods Limited 25031.40 Working capital loan
Nature Bio Foods Limited 9782.25 -do-
Raghunath Agro Industries Private Limited 6870.89 -do-
LT Foods Europe BV 7365.24 Working capital loan & Against plant and machinery

29. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of Section 188 of the Companies Act 2013are disclosed in Form No. AOC-2.With reference to Section 134(3) (h) of Companies Act2013 all contracts and arrangements with related parties under Section 188(1) entered bythe Company during the financial year are in ordinary course of business and on armslength basis.

30. Corporate Governance Certificate

The report on Corporate Governance as stipulated under Regulation 34(3) read with ParaC of Schedule)/ of the Listing Regulations is presented in a separate section forming partof this Annual Report.

A Certificate from the Practicing Company Secretary CS Debasis Dixit regardingcompliance of the conditions of corporate governance as stipulated in Regulation 27 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to the report.

31. Management Discussion and Analysis

The Management Discussion and Analysis Report prepared in accordance with theRegulation 34(2)(e) of Listing Regulations forms part of this Annual Report for the yearended 31 st March 2018.

32. Obligation of Company under the sexual harassment of women at workplace(Prevention prohibition and redressal) Act 2013.

In order to prevent sexual harassment of women at work place a new Act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every Company is required to setup an Internal Complaints Committee to look into the complaints relating to sexualharassment at work place of any women employee.

The Company has adopted a policy for prevention of sexual harassment of Women atworkplace and has set up Committee for implementation of said policy. During the year.Company has not received any complaint of harassment.

33. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

Conservation of energy

The Company continued to place major emphasis on Conservation of Energy and themeasures taken in previous year were continued. The efficiency of energy utilization isbeing monitored in every Quarter in order to achieve effective conservation of energy.

We at LT has taken several initiatives towards this direction and have been workingboth towards energy conservation and new technology absorption.

Energy Conservation

• All plant lightning has been replaced with LED that are comparatively moreenergy efficient as the power consumption drops to approx. 60% in comparison toincandescent lamps. Moreover it also reduces the maintenance cost of lightning due toincreased life span.

• Working towards deployment of alternate source of energy LT has installed 500KWSolar plant under the OPEX model.

• Plant leakages have been plugged to control air and steam loss in the processwhich indirectly effects energy consumption.

Technology Absorption

• New state of art parboiling plant has been set up at Bahalgarh thereby adding tothe overall plant capacity.

• Old inefficient color sorters were replaced with new technology sorters therebyreducing the overall rejection in final product.

• LT being the pioneer in Rice industry installed X-Ray before the final packingto reduce foreign matter in the final product. In the fiscal 2017-18 the number of X-Rayswas increased by addition to other packing lines as well.

Technology Imported

• In a list of imported technologies. LT has high precision X-Rays and Colorsorters in addition to high capacity milling and cleaning machines.

• To improve the customer base in consumer pack division LT Foods has beencontinuously adding to its capacity by installation of new FFS machines.

Power & Fuel Consumption (Bahalgarh Plant)

Particulars 2017-181 2016-17
ELECTRICITY
Through Purchases
Units 16482612p 15357320
Total Amount ( Rs. ) 131829567 P 125704991
Rate/Unit( Rs. ) 8.00p 8.19
Through Diesel Generator
Units generated 630733p 515993
TOTAL AMOUNT ( Rs. ) 10994461 P 8582428
Cost/Unit ( Rs. ) 17.431- 16.63
Power & Fuel Consumption (Varpal Plant)
Particulars 2017-181 2016-17
ELECTRICITY
Through Purchases
Units 482570oP 4272220
Total Amount ( Rs. ) 33233379p 30718756
Rate/Unit ( Rs. ) 6.89p 7.19
Through Diesel Generator
Units generated 7340oP 75600
TOTAL AMOUNT ( Rs. ) 125220oP 1533930
Cost/Unit ( Rs. ) 17.061- 20.29

(b) Technology Absorption Adaption and Innovation

Technology is changing day by day. Over the years the Company has taken significantsteps in adoption of new technologies thus improving overall efficiency of Plants. Similarsteps were taken in the current year as well by replacing the lower capacity machines withthe new higher capacity machines. Some such machines includes the color sorters which isone of the critical machines involved in the rice processing industry. Some of the oldlower capacity color sorters were replaced with new upgraded and high capacity machinesresulting in reduction of rejection percentage improvement in final output and increasingoverall throughout.

The Company has realized and agrees that the continuous improvement can be achievedonly if the employees involved in the process directly or indirectly are highly trained onmodern techniques and are aware of global standards. One such step taken by the Company inthat direction is to start Manufacturing Excellence and Improvement Program. The keyhighlights of this improvement drive were - 5S Maintenance Improvement TechniquesReliability Matrix MTTR & MTBF etc. which are highly beneficial and globallyaccepted programs for process improvement.

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange spent was Rs. 2688.80 Lakhs and the totalforeign exchange earned was Rs. 86409.73 Lakhs.

( Rs. In Lakhs)
Particulars March 31 2018 March 31 2017
Value of imports on CIF basis
Capital goods 852.19 88.38
Stores and spares 37.00 63.50
Other Food Items 513.17
Other 2.53
Total 889.19 667.58
Expenditure in foreign currency
Legal fees 177.60 54.48
Interest and other charges to bank 807.78 44.81
Steamer freight 901.17 831.71
Sales promotion 113.89 292.86
Commission on export sales 26.21 136.20
Others 662.16 329.92
Total 2688.80 1689.98
Earnings in foreign currency
FOB value of exports
Rice 86409.73 78441.53
Total 86409.73 78441.53

34. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 related to CSR activities is detailed in (Annexure II).

35. Human Resources

The Company treats its "human resources"as one of its most important assets.

The Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company's thrust is on the promotion of talent internally through jobrotation and job enlargement. The Company maintains healthy cordial and harmoniousindustrial relation at all level. The enthusiasm of employee has enabled the company tomaintain its leader position in the industry.

36. Directors Responsibility Statement

Pursuant to Section-134(3)(C) of the Companies Act 2013 based on the representationsreceived from the operating management & after due inquiry the Directors confirmthat:-

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material

Hpnarti irp<;-

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profitand loss of the company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

37. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 124 and 125 of the Companies Act 2013 the dividend which remainsunpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividendaccount is required to be transferred to the Investor Education and Protection Fund (IEPF)established by the Central Government. Accordingly the company has transferred unclaimeddividend of ^214854/- for the financial year 2009-10 to Investor Education and ProtectionFund and such unclaimed dividend cannot be claimed by the Investors from the Company.Flowever Investors can claim the unpaid dividend from appropriate authority in accordancewith the Investor Education and Protection Fund Authority (Accounting audit transfer andRefund) Rules 2016

Further the amount of Dividend unclaimed/unpaid for the financial year 2010-11 to2016-17 lies in the respective unpaid dividend account and can be claimed from Company'sRegister and Transfer Agent i.e. Big Share Services Private Limited before the due datefor transfer of the same in IEPF account.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Companyas on 19th September 2017 with the Ministry of Corporate Affairs.

38. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toNSE and BSE where the Company's Shares are listed.

39. Compliance with Secretarial Standards

The Company has duly followed the applicable Secretarial standards SS-1 & SS-2relating to Meeting of the Board of Directors and General Meeting respectively.

40. Acknowledgements

Your Director places on record their gratitude to all stakeholders for theirassistance cooperation and encouragement. The Directors also wishes to place on recordtheir sincere thanks to all investors vendors and employees for their outstandingperformance.

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

Chairman & Managing Director

DIN:00012203

Place: Gurugram

Date: 13th August 2018