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L T Foods Ltd.

BSE: 532783 Sector: Agri and agri inputs
NSE: DAAWAT ISIN Code: INE818H01020
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OPEN 44.00
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VOLUME 316878
52-Week high 47.70
52-Week low 13.00
P/E 17.48
Mkt Cap.(Rs cr) 1,487
Buy Price 46.50
Buy Qty 270.00
Sell Price 46.55
Sell Qty 2.00
OPEN 44.00
CLOSE 43.60
VOLUME 316878
52-Week high 47.70
52-Week low 13.00
P/E 17.48
Mkt Cap.(Rs cr) 1,487
Buy Price 46.50
Buy Qty 270.00
Sell Price 46.55
Sell Qty 2.00

L T Foods Ltd. (DAAWAT) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their 29th Annual Report on the business andoperations of the Company and the accounts for the financial year ended March 31 2019.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)
( ` In lakhs)
Financial Year Financial Year
Particulars
(2018-19) (2017-18)
Gross Income 221009.09 215665.84
Profit Before Interest and Depreciation 18302.79 15697.02
Finance Charges 7644.44 8529.51
Gross Profit 41137.28 39967.55
Provision for Depreciation 2336.18 1810.23
Net Profit Before Tax 8322.17 5357.28
Net Profit A_er Tax 5448.54 4195.54
Balance of Profit brought forward 29917.83 26328.58
Balance available for Appropriation 34820.38 29917.82
Proposed Dividend on Equity Shares 479.76 400.12
Tax on proposed Dividend 98.62 81.45
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 34820.38 29917.82

2. COMPANY'S WORKING DURING THE YEAR

On standalone basis our total revenue stood at ` 2210 crore higher by 2.5%year-on-year. The gross profit stood at ` 411 crore. Profit after tax stood at ` 54 croreas compared to ` 42 crore in FY 2017-18 representing a growth of 30% year-on-year. Thisled to resultant EPS of ` 1.70 per share by 14%. EPS is based on fully diluted basisadjusted for the stock split from ` 10 per share to ` 1 per share.

Our consolidated revenue stood at ` 3915 crore higher by 7% year-on-year driven byhigher contribution of branded sales. The gross profit stood at 976 crore. EBITDA stood at421 crore an increase of 2% on year-on-year basis translating to EBITDA margin to 10.8%as compared to 11.3% in the last year.

Our consolidated profit before tax during the year stood at

` 214 crore. Profit after tax stood at ` 137 crore as compared to ` 144 crore infinancial year 2019. This led to resultant improvement in EPS to ` 3.96 per share. EPS isbased on fully diluted basis adjusted for stock split from ` 10 per share to ` 1 pershare. Moving on geographical revenue and realisation breakup branded India sales stood at` 947 crore up by 6% year-on-year while the average realisation during the year increasedto ` 53 per kg resulting in an increase of 3%. International branded sales came in at `1371 crore a growth of 11% while the average realisation increased to ` 103 per kg higherby 8%.

Our organic business stood at ` 372 crore up by 3% contributing 9.5% to the overallrevenue.

The focus has been on strengthening the consumer business both in India andtheInternational market which is depicted in the overall growth of our consumer businessthat is 8%.

Our Branded business has grown by 9% in value terms on year-on-year basis in FY2018-19 that was primarily driven by an increase of 6% in India and 11% in Internationalbranded business.

The contribution of branded business to overall basmati rice volumes increased from 69%to 70% in financial year 2018-2019 driven by consistent brand investments strengtheningthe supply chain adopting channel wise strategy to strengthen out footprint in all thechannels be it the general trade modern trade or wholesale or online business.

Our credit rating has also been reaffirmend by CRISIL to A-with Positive outlook forthe financial year 2018-19.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY-

During the year under review there were no major changes in the business.

4. DIVIDEND

The Board of Directors recommended ` 0.15 per share dividend for FY 2018-19 and decidedto retain the remaining earnings.

5. RESERVES

Out of the amount available for appropriation the Company's Directors proposed totransfer no sum to the General Reserve and retain ` 29917.82 lakhs in the profit and lossaccount.

6. SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2019 was ` 3198 lakhs.There has been no change is share capital during the year 2018-19.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATIONDURING THE YEAR

During FY 2018-19 there were no recorded appointment or resignation of Director or KeyManagerial Personnel.

8. PARTICULARS OF EMPLOYEES AND EMPLOYEE REMUNERATION

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 The 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 NA
2. Percentage increase in remuneration of each director and KMPs
Vijay Kumar Arora 10%
Surinder Kumar Arora Nil
Ashwani Kumar Arora 10%
Monika Chawla Jaggia Nil
3. Percentage increase in the median remuneration of employees NA
4. Number of permanent employees 897
5. Average percentile increase in salary of employees other than managerial personnel comparison with percentile increase in managerial remuneration and justification
Managerial Increase Nil
Non-managerial increase 6%
6. Affirmation that the remuneration is as per the remuneration Yes
policy of the Company

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

Name Designation Remuneration Nature of employment Qualification Experience Age Last employment % of shares held
(in crore)
Vijay Kumar Arora Managing Director 2.11 Permanent B.Sc. 43 61 NA 6.66
Ashwani Kumar Arora Managing Director 2.11 Permanent B.Com 31 52 NA 6.66

9. BOARD MEETINGS

During the year six Board meetings were held the dates on which these meeting wereheld are May 24 2018 August 13 2018 August 31 2018 November 14 2018 February 052019 and March 06 2019. The details of the same is given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe 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 performanceevaluation process of Independent Directors Executive Directors and the Board as a wholeas well as functioning of its Audit Nomination and Remuneration Committee CSR CommitteeGovernance Committee Stakeholders and Relationship Committee etc. has been carried outduring FY 2018-19.

The Independent Directors of the Company met separately on February 05 2019 withoutthe presence of Non-independent Directors and inter-alia reviewed the performance of themembers of the Management Non-independent Directors and the Board as a whole.Additionally the performance of the Chairman of the Company and the functioning of theCommittees were evaluated taking into consideration the views of the Executive and theNon-executive Directors.

In compliance with the provisions of SEBI Listing Regulations the Board of Directorsalso carried out evaluation of every Independent Director's performance during the year.The Board members submitted to the Nomination and Remuneration Committee their responseon a scale of 1 to 5 (Performance needs improvement to Excellent) for evaluating theentire Board and respective Committees including Chairman of the Board.

The Nomination and Remuneration Committee also carried out evaluation of everyDirector's performance. The Board has duly completed with the evaluation process.

It was further acknowledged that every individual member and Committee of the Board hascontributed to the best of their potential to the growth of the organisation.

11. STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

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 with Section 178 (4) of theCompanies Act 2013. The Remuneration policy can be referred to at weblink http://www.ltgroup.in/pdf/LT-Foods-Remuneration-Policy.pdf

The salient features of the Remuneration policy are as follows:

• To formulate a criteria for determining qualifications positive attributes andindependence of a Director

• To recommend to the Board the appointment

Remuneration payable 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 advise 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 theprovision of the law and their service contract

• To ensure that level and composition of remuneration is reasonable andsufficient relationship of remuneration to performance is clear and meets appropriateperformance benchmarks

• To devise a policy on Board diversity

• To develop a succession plan for the Board with segregated succession readinessof the management council and executive.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act the document 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 ` 3915 crore at group level. Itssubsidiaries played a major role in contributing to the overall revenue. LT FoodsAmericas (formerly known as Kusha Inc the fellow subsidiary of the Company contributed~35% to the overall revenue. . The organic arm NBFL a wholly owned subsidiary contributed~9% to the group revenue.

Additionally the annual accounts and related documents of the subsidiary company willbe kept open for inspection at the registered and the corporate office of the Company. TheCompany will also make available copy thereof upon specific request by any member of theCompany interested in obtaining the same. Besides 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 ceased to become Subsidiaries/JointVentures/Associates Companies during the year.

During the year the Company's subsidiary Nature Bio Foods Limited incorporated awholly owned subsidiary Ecopure Specialties Limited. The Company has written off itsinvestment made in Joint venture Company Genoa Rice Mills Private Limited. Raghuvesh PowerProjects Limited and Nature Bio Foods Inc ceased to be fellow subsidiary due to theirstrike off/winding up during the year. Raghuvesh Foods

& Infrastructure Limited a wholly owned subsidiary of the company has applied toROC for striking off under Section- 248 and the same was under process of strikingoff.

14. AUDITORS

M/s. Walker Chandiok & Co. LLP Chartered Accountants were appointed as StatutoryAuditors of the Company at the Annual General Meeting held on September 18 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.

However in accordance with the Companies Amendment Act 2017 enforced on May 7 2018by 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.

There were no instances of fraud reported by the Statutory Auditors underSection-143(12) of the Companies Act 2013 read with rules framed thereunder either tothe Company or 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 withrespect to the composition of the Audit Committee of the Company is given in its CorporateGovernance Report.

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 of theCompany. The report of the Secretarial Auditors is enclosed as Annexure IV with thisreport. The point-wise comments are enumerated as follows.

Reply to the observations in the Secretarial Audit

(i) Delay in filing forms- Due to oversight the Company has delayed in filing some ofthe forms within prescribed time frame of the Companies Act 2013. The applicableadditional fees has been paid to Ministry of Corporate Affairs

(ii) CSR spent - The Company has not spent the entire amount on CSR. It will spend theentire amount in the coming years in compliance with Section-135 of the Companies Act2013

(iii) Gratuity payment to ex- employees- The Company has duly paid gratuity toex-employees of the Company.

18. INTERNAL AUDIT AND 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 operationalefficiency effectiveness of systems and processes statutory compliances and assessingthe internal control strengths in all areas. Internal Auditors' findings are discussedwith the process owners and suitable corrective actions are taken as per the directions ofthe Audit Committee on an ongoing basis to improve efficiency of operations.

19. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 aVigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism policy can be found at www.ltgroup.in underinvestors/policy documents/Vigil Mechanism Policy on the website of the Company. In termsof amendment in regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations2015 there is a mandate of a listed Company to have a whistle-blower policy and makeemployees aware of such a policy to enable them to report instances of leak of unpublishedprice sensitive information. The company already has a whistle blower policy in placewhich has been formulated in accordance with the Listing agreement. The presence of thispolicy has been communicated to the employees through an internal circular so as toapprise them of their right to report any instance of leak or suspected leak of UPSI.

20. RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimisation procedureswhich are reviewed by the top management at regular intervals.

21. 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 Anneure I. The annual returncan also be found at www.ltgroup.in under investors updateshttp://ltgroup.in/pdf/Annual%20Return-2019.pdf on the website of the Company

22. 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 has been no material changes in the business which may affect financial positionof the Company.

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

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL 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 authorised recordedand reported correctly. The Company's internal financial control system also comprises duecompliances with Company's policies and Standard Operating Procedures (SOPs) and audit andcompliance by Internal Audit team Pro Legal Advisory India LLP.

25. DEPOSITS

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

26. COST RECORD

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

27. 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 investment Name of the Company Amount – (` In lakhs) Purpose for which the proceeds from investment is proposed to be utilised by the recipient Date of Board/ Management Committee resolution Date of special resolution Expected rate of return
1 28.03.2019 Daawat Foods Limited 2000.00 Business Purpose 06.03.2019 N.A. N.A.
2 18.10.2018 Daawat Kameda India Private Limited 2234.79 Business Purpose 09.10.2018 N.A. N.A.

 

Details of Guarantee/Security Provided:
Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilised by the recipient
(` In lakhs)
1 Daawat Foods Limited 21938.48 Working capital loan
2 Nature Bio Foods Limited 8746.91 -do-
3 Raghunath Agro Industries Private Limited 5038.18 -do-
4 LT Foods Europe BV 13442.52 Working capital loan

28. 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 sub-section (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 entered into by the Companyunder Section 188(1) during the financial year are in ordinary course of business and onarms length basis.

29. CORPORATE GOVERNANCE CERTIFICATE

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

A certificate from the practicing Company Secretary (CS) Debasis Dixit regardingcompliance with 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.

30. 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 March 31 2019.

31. 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 workplace the implementation of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013has been notified on December 09 2013. Under the said Act every Company is required toset up an Internal Complaints Committee to look into the complaints relating to sexualharassment at workplace 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 the said policy. During the yearthe Company has received one compliant which was duly resolved and the report on the samewas filed with District office/ Chairperson District Complaints Cell Committee VikasSadan Gurugram.

32. 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:

A. Conservation of Energy

The Company continued to place major emphasis on energy conservation and the measurestaken during the previous year were continued. The efficiency of energy utilisation isbeing monitored in every quarter in order to achieve effective conservation of energy.

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

Energy Conservation

1. Reduction of line losses – With effective power factor control methods we wereable to reduce line losses by a significant amount

2. Efficiency improvement of motors – We were able to reduce failure rates ofmotors thereby bringing down power consumption which gets increased due to repair. Alsosome inefficient motors were declared obsolete and replaced

3. All street/tower lights were replaced with LED lights to reduce energy consumptionalongside optimising lights

4. Modification in some compressed air lines done which led to improved efficiency ofcompressors

Technology Absorption

1. All new lightning and some AC provided through timers to minimise energy consumption

2. Process automation was upgraded at Sella Plant to provide better quality as well asproductivity

3. New state-of-the-art warehouse has been set up at Bahalgarh with hi-tech solutionsfor seamless operations and digital proficiencies

Power and fuel consumption (Bahalgarh plant)

(` In lakhs)
Particulars March 31 2019 March 31 2018
ELECTRICITY
Through Purchases
Units 21232165 16482612
Total Amount (`) 1746.77 1318.30
Rate/Unit(` ) 8.23 8.00
Through Diesel Generator
Units generated 610449 630733
TOTAL AMOUNT 132.98 109.94
Cost/Unit (`) 21.78 17.43
Power and fuel consumption (Varpal plant) (` In lakhs)
Particulars March 31 2019 March 31 2018
ELECTRICITY
Through Purchases
Units 4520910 4825700
Total Amount (`) 307.23 332.33
Rate/Unit (`) 6.80 6.89
Through Diesel Generator
Units generated 73000 73400
TOTAL AMOUNT 18.47 12.52
Cost/Unit (`) 25.30 17.06

(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.Similar steps were taken in the year under review as well by replacing the lower capacitymachines with the new higher capacity machines. Some such machines include the colorsorters which is one of the critical machines involved in the rice processing industry.Some of the old lower capacity colour sorters were replaced with new upgraded and highcapacity machines resulting in reduction of rejection percentage improvement in finaloutput and increasing overall efficiency.

The Company has realised and agrees that continuous improvement can be achieved only ifthe employees involved in the process directly or indirectly are highly trained on moderntechniques and are aware of global standards. One such step taken by the Company in thatdirection is to start the Manufacturing Excellence and Improvement Programme. The keyhighlights of this improvement drive were – 5S Maintenance Improvement TechniquesReliability Matrix MTTR & MTBF etc. and so on which are highly beneficial andglobally accepted programmes for process improvement.

(c) Foreign exchange earnings and outgo

During the year the total foreign exchange spend was ` 2270.56 lakhs and the totalforeign exchange earned was ` 88776.79 lakhs.

(` In lakhs)
Particulars March 31 2019 March 31 2018
Value of Imports on CIF basis
Capital Goods 608.24 852.19
Stores and Spares 174.92 37.00
Other Food Items - -
Other 8.01 -
Total 791.17 889.19
Expenditure in
Foreign Currency
Legal Fees 142.83 177.60
Interest and other charges to bank 766.22 807.78
Steamer Freight 1131.41 901.17
Sales Promotion 76.29 113.89
Commission on Export Sales 34.05 26.21
Others 119.75 662.16
Total 2270.56 2688.80
Earnings in Foreign Currency
FOB Value of Exports
Rice 88776.79 86409.73
Total 88776.79 86409.73

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

34. HUMAN RESOURCES

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

The Company continuously invests in attraction retention and development of talent. Anumber of programmes that provide focused people attention are currently underway. TheCompany's thrust is on the promotion of talent internally through job rotation and jobenlargement. The Company also maintains healthy cordial and harmonious industrialrelations at all levels. The enthusiasm of employees have enabled the Company to maintainits leadership position in the industry.

35. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(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 profit and loss of the Company for that period

(c) The Directors have taken proper and sufficient care of 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

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively

(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.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 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 transferred unclaimeddividend of ` 194740/- for FY 2010-11 to Investor Education and Protection Fund and suchunclaimed dividend cannot be claimed by the Investors from the Company. However Investorscan claim the unpaid dividend from appropriate authority in accordance with the InvestorEducation and Protection Fund Authority (Accounting audit transfer and refund) Rules2016.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with Rule6 of the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 (as amended from time to time) the Company in the previous year2018-19 has transferred 41680 equity shares which belongs to the shareholders whosedividend was not paid or claimed for seven consecutive years or more to the demat accountof IEPF Authority.

Additionally the amount of dividend unclaimed/unpaid for FY 2011-12 to 2017-18 lies inthe respective unpaid dividend account and can be claimed from the Company's Registrar andTransfer Agent i.e. Big Share Services Private Limited before the due date for transferof 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 uploaded the details of unpaid and unclaimed amounts lying with the Company as onSeptember 24 2018 with the Ministry of Corporate Affairs.

37. LISTING WITH STOCK EXCHANGES

The Company confirms that it paid the Annual Listing fees for FY 2018-19 to NSE and BSEwhere the Company's shares are listed.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company duly followed the applicable secretarial standards SS-1 and SS-2 relatingto meeting of the Board of Directors and General Meeting respectively.

39. ACKNOWLEDGEMENTS

The Company's Directors place on record their gratitude to all Stakeholders for theirassistance cooperation and encouragement. The Directors also wish to place on recordtheir sincere thanks to all stakeholders for their outstanding performance.

For and on behalf of the Board of Directors
Sd/-
Vijay Kumar Arora
Place: Gurugram Chairman & Managing Director
Date: August 08 2019 DIN:00012203

 

ANNEXURE INDEX
Annexure Content
I. Annual Return Extracts in MGT 9
II. Report on Corporate Social Responsibility
III. AOC 2 – Related Party Transactions disclosure
IV. MR-3 Secretarial Audit Report
V. Details of subsidiaries and Joint Venture in AOC-1