L T Foods Ltd
Chairman Speech
We are building a sustainable business and contributing to a healthier future for all
Dear Shareowners,
The year gone by began on a promising note for the world economy, but a3er a few months
the momentum began to peter out. The deceleration was the result of several factors such
as rising crude prices, US-China trade stando3, disruptions in the German auto sector,
tariff warfare among major nations, threats of protectionism, along with greater policy
ambiguity.
Although the country's GDP growth declined to 6.8% in FY2018-19 from 7.2% in FY2017-18,
the overall economic outlook is largely positive. The economy now is in a state of
formalisation and consolidation with strong transitional undercurrents, which are acting
as a force multiplier.
The country's economy is primarily steered by its predominantly young and aspiring
population, greater affinity towards brands and premiumisation, faster urbanisation and
infrastructure creation and above all enhanced ease of doing business. These trends augur
well for our business. It is also pertinent to mention in this context that the rapid
rollout of contemporary retail format stores and stronger marketing efforts by companies
have facilitated the growth of basmati rice consumption in the domestic market. The
outlook for the domestic basmati rice consumption is favourable, supported by demand
improvement from the international market and potential upside from branded
demand/premiumisation in domestic markets.
To give you a perspective, basmati rice exports from India reached `32,000 crore during
FY2018-19. As one of India's leading basmati rice exporters, we are confident that the
future roadmap continues to hold out considerable optimism. Against this general positive
backdrop, let us now try to evaluate our performance for FY2018-19 and try to identify our
growth pivots, which will drive our organisation to the next level of value creation.
Sustainable growth in India
It is gratifying to report another year of encouraging performance. Revenue grew by 7%
to 33,915 crore in FY2018-19 from 33,650 crore in FY2017-18. Our leading brands such as
Daawat, Heritage, Rozana, Devaaya, etc. in India as well as Royal, Gold Seal Indus Valley,
817 Elephant globally contributed to this growth. We delivered an EBITDA of 3421 crore in
FY2018-19 as against 3414 crore in FY2017-18. Additionally, our profit a3er tax stood at
3137 crore in FY2018-19 as against 3144 crore in FY2017-18. Our revenue from basmati
exports stood at 32,103 crore in FY2018-19 as compared to 31,896 crore in FY2017-18, up by
11%. We further strengthened our presence across India as well as in international markets
by continuously investing in brands that accounted for greater market share across
categories.
The overall demand for basmati rice continues to be high and we are well positioned to
capitalise on this growth opportunity. Our branded business in India recorded sales of
3947 crore in FY2018-19 as compared to 3892 crore in FY2017-18 owing to improved
realisations from branded products. Moreover, our consumer pack business reported a growth
of 8% to 31,941 crore in FY2018-19 as compared to 31,794 crore in FY2017-18.
We firmly believe in the idea of keeping pace with changing consumer needs and
preferences. Therefore, in addition to growing the basmati rice business over the years,
we have leveraged our brand to foray into the segment of value-added products (VAP). Our
offerings comprise specialty rice across di3erence price points, as well as organic food,
saut sauces, rice-based snacks and rice-based convenience products. We successfully
launched premium rice-based snacks brand ‘Kari Kari' for the Indian market with JV
partner, Kameda Seika. We are setting up a unit in Haryana and expect commercial
production of Kari Kari offerings to start during FY2019-20. We are going to launch Daawat
Saut Sauces to offer greater convenience to consumers by ensuring its availability
across all important towns in India in addition to major e-commerce platforms a3er
successful test launch for one year in selected geographies.
Accelerating global endeavours
Our capabilities in the US and the EU improved as a result of greater market
penetration. We are solidifying our presence in other regions across the Middle East and
Africa through organic and inorganic routes. Our overall international business touched
32,103 crore in FY2018-19 as against 31,896 crore in FY2017-18. North America has been one
of the strongest international markets for us, where the brand ‘Royal' contributes
significantly to overall branded revenues and takes up 45%+ of the US market. Further, the
acquisition of the 817 Elephant brand has enabled us to achieve leadership position in
Canada. During the year under review, Daawat gained leadership position in Israel and
Reunion Island, among others.
We have introduced a range of new, organic ready-to-heat (RTH) products for the
overseas market with a facility in the US. The new RTH foods facility in Houston, US,
manufactures 2-minute retort rice in order to fortify our footprint in the high potential
market. Our processing and packaging facility in Europe is scaling up and will serve
rising demand across the continent. In Europe, we grew our ethnic business and added new
supermarket customers for our private label. We launched new avatar of Daawat in the UK
and Europe across all price segments with enhanced focus on the catering and consumer
channels. All our brands are performing well across geographies and we will make greater
efforts to nurture them and leverage their potential and distribution globally.
Growth avenues
Our subsidiary Nature Bio Foods Ltd. (NBFL) has secured equity funding from Rabobank's
India Agri Business Fund II with a proposed investment of `140 crore. NBFL received the
first tranche of `60 crore in FY2018-19. The second tranche is expected to come in
FY2019-20.
Continued support from India Agri Business Fund reflects strong confidence in the
management's strategic growth outlook. These capabilities created in the backend under the
global organic food ingredients business are likely to support our growth operations
across the world.
Research collaborations
We are focused on the next level of innovation. We signed a memorandum of understanding
(MoU) with Wageningen Food & Biobased Research (WFBR), Netherlands, to promote
co-operation in the field of research and education. Our collaboration will help
accelerate the progress of research, education and training in various research
disciplines to strengthen the best practices followed by us at farm level for procurement
of paddy and improve compliance with MRL standards in line with global requirements. With
our wide customer base both in India and international markets, we will benefit from the
exchange of innovative technologies that will aid in better alignment with global
food/produce standards. The agreement will also enable us and WFBR to encourage and
establish exchange of collaborative scientific research.
Team counts
We believe our success is the outcome of the efficiency of our people and it is their
expertise, experience and enthusiasm that drive us. With a congenial work culture, a focus
on learning and development—that help our people sharpen their skills with focused
training initiatives—and a proven reward and recognition programme, we nurture our
people and help them grow in the organisation.
Caring for community
We believe in sustainable co-existence with communities around us, with focus on
enhancing their quality of life. LT Foods Limited CSR policy and Fair Farming Foundation
(supported with fair trade and social development fund, along with CSR Fund) represent our
twin social engagement programmes, which help us address the requirements of communities
in our vicinity. We continue to develop rural infrastructure and improve the quality of
education in rural schools.
Future perfect
We have rolled out a five-year roadmap with an eye on the future. Our objective is to
be a preferred brand for our consumers across geographies. We would also like to remain
category leaders in key markets and continue to outperform industry growth. We are keeping
consistent focus on building scale, enhancing procurement efficiencies, improving
manufacturing yield and improving operating efficiencies along with solidifying our brands
across geographies. Going forward, our market leadership will be clearly driven by higher
margins and profitability. With your help and support, we will continue to strengthen our
business with a broader sustainability agenda and contribute to a healthier future for
all.
| Warm regards |
|
| Vijay Kumar Arora |
Ashwani Kumar Arora |
| Chairman |
Chief Executive Officer & |
|
Managing Director |
  Â
L T Foods Ltd
Directors Reports
To,
The Members,
Your Directors have pleasure in presenting their 28th Annual Report on the business and
operations of the Company and the accounts forthe Financial Year ended March 31,2018.
1. Financial Performance of the Company (Standalone)
(Rs. In Lakhs)
| Particulars |
Financial Year (2017-18) |
Financial Year (2016-17) |
| Gross Income |
215,665.84 |
207,606.04 |
| Profit Before Interest and Depreciation |
15,697.02 |
17,741.71 |
| Finance Charges |
8,529.51 |
10,660.02 |
| Gross Profit |
39,967.55 |
39,723.47 |
| Provision for Depreciation |
1,810.23 |
2,339.49 |
| Net Profit Before Tax |
5,357.28 |
4,742.20 |
| Net Profit After Tax |
4,195.54 |
2,989.89 |
| Balance of Profit brought forward |
26,328.57 |
23,784.87 |
| Balance available for appropriation |
29,917.82 |
26,328.57 |
| 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 |
29,917.82 |
26,328.57 |
2. Company's working during the year
On standalone basis, our total revenue stood at Rs. 2,157 Crores higher by 4%
year-on-year. The gross profit stood at Rs. 400 Crores. Profit after tax stood at Rs. 42
Crores as compared to Rs. 30 Crores in financial year 2017, representing a growth
of40%year-on-year.This led to resultant EPS of Rs. 1.49 per share by 33%. EPS is based on
fully diluted basis adjusted for the stock split from Rs. 10 per share to Rs. 1 per share.
Our total revenue stood at Rs. 3,650 Crores higher by 11% year-on-year driven by higher
contribution of branded sales. The gross profit increased by 11% to Rs. 979 Crores. EBITDA
came in at Rs. 414 Crores, an increase of 2% on year-on-year basis translating to EBITDA
margin 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 lower
interest cost and depreciation. Profit after tax stood at Rs. 144 Crores as compared to
Rs. 129 Crores in financial year 2017, representing a growth of 12%. This led to resultant
improvement in EPS to Rs. 4.80 per share. EPS is based on fully diluted basis adjusted for
stock split from Rs. 10 per share to Rs. 1 per share. Moving on geographical revenue and
realization breakup branded India sales stood at Rs. 892 Crores up by 13% year-on-year
while the average realization during the year increased to Rs. 51 per kg resulting in an
increase of 18%. International branded sales came in at Rs. 1,238 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 grown
by 50% in Financial Year 2018.
The focus has been on strengthening the consumer business both in India and
international market, which is depicted in the overall growth of our consumer business
that is 21 %.
Our branded business has grown by 18% in value terms on year-on-year basis in financial
year 2017-18 that was primarily driven by an increase of 13% in India and 23% in
International branded business respectively.
The contribution of branded business to overall rice business has increased from 64% to
69% in financial year 2017-2018 driven by consistent brand investments, strengthening the
supply chain, adopting channel wise strategy to strengthen out footprint in all the
channels, 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 and
stands at Rs. 361 Crores. The Company has added a new product line, a new customer across
Europe 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 and
decided to retain backthe remaining earnings.
5. Reserves
Out of the amount available for appropriation. Company's Directors proposed to transfer
Rs. NIL amount to General Reserve and retain Rs. 29,917.82 Lakhs to Profit and Loss
Account.
6. Share Capital
During the Financial year 2017-18, the Company has allotted 1,12,910 Equity Shares to
employee of the company who was eligible for allotment under the Employee Stock Option
Plan-2010.
Further, the Company has also made allotment of 53,100,000 Equity Shares through the
Qualified Institutional Placement (QIP) at price of Rs. 75.20 per Equity Shares on 26th
December 2017. Pursuant to the said allotment of Equity Shares, the paid up share capital
of the company stands increased to Rs. 31,98,44,780/- comprising of 31,98,44,780 Equity
Shares of Rs. 1 each.
7. Details of Directors and Key Managerial Personnel Appointed and Resigned during the
year
There were no Director and Key Managerial Personnel has been appointed during the year
how 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, 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 |
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 employees
who 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 were
held are 25th May, 2017,10th August 2017,3rd October, 2017,14th November, 2017,26th
December 2017,08th February, 2018 and 30th March, 2018. The details of the same given in
the Corporate Governance Report. The intervening gap between the meetings was within the
period 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 of
India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial
Standards-I, the Nomination and Remuneration Committee has framed the evaluation process
and the performance evaluation of Independent Directors, Executive Directors and of Board
as a whole as well as working of its Audit, Nomination & Remuneration and Compliance
Committees has been carried out during the financial year 2017-18.
The Independent Directors of the Company met Separately on 08th February, 2018 without
the presence of Non-Independent Directors and inter-alia reviewed the performance of the
members of management, Non- Independent Directors, Board as a whole performance of the
Chairman of the Company and the Committees after taking into consideration the views of
Executive and Non- Executive Directors.
In compliance with the provisions of SEBI Listing Regulations, the Board of Directors
has also carried out evaluation of every Independent Director's performance during the
year. The Board members had submitted to Nomination and Remuneration Committee, their
response on a scale from 5 to 1 (Excellent to Performance Needs Improvement) for
evaluating the entire Board, respective Committees including Chairman of the Board.
The Nomination and Remuneration Committee has also carried out evaluation of every
Director's performance.
The Directors had duly completed with the evaluation process.
It was further acknowledged that every individual Member and Committee of the Board has
contributed 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 in
sub-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 the
Companies Act, 2013 read along with the applicable rules and Regulation 19 of Securities
and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,
2015. The remuneration policy of the Company is in compliance of Section 178 (4) of the
Companies 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 criteria
for determining qualifications, positive attributes and independence of a Director -To
recommend to the Board, the appointment and removal of Senior Management
-To carry out evaluation of Director's performance and recommend to the Board
appointment/ removal based on his/ her performance.
- To recommend to the Board on (i) policy relating to remuneration for Directors, Key
Managerial Personnel and Senior Management and (ii) Executive Directors' remuneration and
incentive
-To make recommendations to the Board concerning any matters relating to the
continuation in office of any Director at any time including the suspension or termination
of service of an Executive Director as an employee of the Company subject to the provision
of the law and their service contract;
- Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks,
-To devise a policy on Board diversity
-To develop a succession plan for the Board with segregated succession readiness of 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 statement containing salient
features of the financial statement of Company's subsidiaries, associate or joint venture
is given as Annexure-V [Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated financial statement]
During the year, the Company generated a revenue of Rs. 3,650 Crores at group level.
Its subsidiaries played a major role in contirbuting to the overall revenue. LT Foods
Americas (formerly known as Kusha Inc, the fellow subsidiary of the Company contributed
approx 29% to the overall revenue. The organic arm NBFL, a wholly owned subsidiary
contributed approx. 10% to the group revenue.
Further, the Annual Accounts and related documents of the subsidiary Company shall be
kept open for inspection at the registered & Corporate Office ofthe Company. The
Company shall also make available copy thereof upon specific request by any member of the
Company interested in obtaining the same. Further, pursuant to Accounting Standard AS- 21
issued by the Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the financial
information of its subsidiary.
Name of the Companies, which became or have ceased to became as Subsidiaries/Joint
Ventures/Associates Companies during the year.
During the year, the Company acquired 100% stake of Deva Sing Sham Singh Export Private
Limited which has become the wholly-owned subsidiary of the Company. Company also acquired
92% Stake of M/s Raghunath Agro Industries Private Limited from its another subsidiary
namely Daawat Foods Limited.
14. Auditors
M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory
Auditors of your Company at the Annual General Meeting held on 18th September, 2015, for a
term of five consecutive years. As per the provisions of Section 139 of the Companies Act,
2013, the appointment of Auditors is required to be ratified by Members at every Annual
General Meeting.
Flowever, in accordance with the Companies Amendment Act, 2017, enforced on 7th May,
2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not
required to be ratified at every Annual General Meeting
The Auditor has confirmed that they are not disqualified under any provisions of
Section 141(3) of Companies Act, 2013 and also their engagement with the company is within
the 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 Auditors
remarks 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 under
Section-143(12) ofthe Companies Act, 2013 read with rules framed thereunder, either to the
Company or to the Central Government.
16. Audit Committee
In pursuance of Section 177 of the Companies Act, 2013 read with regulation 18 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted the Audit Committee and the details in
respect of the composition of Audit Committee of the Company is given in Corporate
Governance 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 ofthe
Company. 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 prescribed
time frame of Companies Act, 2013 and applicable additional fees has already been paid to
Ministry of Corporate Affairs.
2) CSR Spent
The Company has not spent the entire amount on CSR. In the coming years, it will spend
the entire amount allocated for the year in compliance with Section-135 ofthe Companies
Act, 2013.
3) Related Party Transactions exceeding the limits approved by Shareholders
The shareholders approved all the proposed material related party transactions in the
AGM held on 19th September, 2017 however the actual transactions were in excess of those
approved. The Board of Directors has already proposed to ratify the same in the AGM
scheduled 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 the
Companies (Accounts) rules, 2014, the Company continues to engage Pro Advisory India LLP
as its Internal Auditors. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment. Their scope of work
includes review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of Audit Committee on
an 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 |
6,483,290 |
2,012,090 |
| Options granted |
6,483,290 |
2,012,090 |
| Options vested |
6,483,290 |
2,012,090 |
| Options exercised |
6,277,520 |
1,275,420 |
| Total number of shares arising out of exercise of options |
6,277,520 |
1,275,420 |
| Options forfeited/lapsed/cancelled |
205,770 |
736,670 |
| Variations of terms of options |
NIL |
NIL |
| Money realized by exercise of options |
- |
429,058 |
| 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 |
46,318 |
| 2. Monika Chawla Jaggia |
18,177 |
| (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, 2013,
a Vigil Mechanism for Directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy can be found on the following link www.ltgroup.in under investors/policy documents/Vigil
Mechanism Policy on the website of the Company.
21. Risk Management Policy
LT has in place comprehensive risk assessment and minimization procedures, which are
reviewed 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 annual
return in MGT 9 has been made a part of this Annual Report as ANNEXURE I.The annual return
can also be found on the following link www.ltgroup.in under investors updates http://ltgroup.in/pdf/Annual%20Return-2018.pdf
on the website of the Company
23. Material changes and commitments, if any, affecting the financial position of the
company which have occurred during the period beginning with end year of the company to
which the financial statements relate and the date of the report
There have been no material changes in the business, which may affect financial
position of the Company.
24. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
The Company has not received any significant or material orders passed by any
regulatory 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 the
Financial Statements.
According to Section-134 (5) (e) of the Companies Act, 2013, the term Internal
Financial Control (IFC) means the policies and procedures adopted by the Company for
ensuring orderly and efficient conduct of its business including adherence to the
Company's policies, the safeguarding of its assets, prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has a well placed internal financial control system which ensures that all
assets are safeguarded and protected and that the transactions are authorized, recorded
and reported correctly. The Company's internal financial control system also comprises due
compliances with Company's policies and Standard Operating Procedures (SOPs) and auditand
compliance by Internal Audit team. Pro Legal Advisory, India, LLP.
26. Deposits
The Company has neither accepted nor renewed any deposits falling under Chapter V of
Companies Act, 2013.
27. Cost Record
The Central Government has not specified maintenance of cost record under section
148(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 the
Companies Act, 2013, however the details of Investments made and security or guarantee
given 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 |
2,110.38 |
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 |
25,031.40 |
Working capital loan |
| Nature Bio Foods Limited |
9,782.25 |
-do- |
| Raghunath Agro Industries Private Limited |
6,870.89 |
-do- |
| LT Foods Europe BV |
7,365.24 |
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 with
related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013
are disclosed in Form No. AOC-2.With reference to Section 134(3) (h) of Companies Act,
2013 all contracts and arrangements with related parties under Section 188(1) entered by
the Company during the financial year are in ordinary course of business and on arms
length basis.
30. Corporate Governance Certificate
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para
C of Schedule)/ of the Listing Regulations is presented in a separate section forming part
of this Annual Report.
A Certificate from the Practicing Company Secretary CS Debasis Dixit, regarding
compliance of the conditions of corporate governance as stipulated in Regulation 27 of
Securities 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 the
Regulation 34(2)(e) of Listing Regulations forms part of this Annual Report for the year
ended 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 Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act, every Company is required to set
up an Internal Complaints Committee to look into the complaints relating to sexual
harassment at work place of any women employee.
The Company has adopted a policy for prevention of sexual harassment of Women at
workplace 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 and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
Conservation of energy
The Company continued to place major emphasis on Conservation of Energy and the
measures taken in previous year were continued. The efficiency of energy utilization is
being 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 working
both towards energy conservation and new technology absorption.
Energy Conservation
• All plant lightning has been replaced with LED that are comparatively more
energy efficient as the power consumption drops to approx. 60% in comparison to
incandescent lamps. Moreover it also reduces the maintenance cost of lightning due to
increased life span.
• Working towards deployment of alternate source of energy, LT has installed 500KW
Solar plant under the OPEX model.
• Plant leakages have been plugged to control air and steam loss in the process
which indirectly effects energy consumption.
Technology Absorption
• New state of art parboiling plant has been set up at Bahalgarh thereby adding to
the overall plant capacity.
• Old inefficient color sorters were replaced with new technology sorters thereby
reducing the overall rejection in final product.
• LT being the pioneer in Rice industry installed X-Ray before the final packing
to reduce foreign matter in the final product. In the fiscal 2017-18, the number of X-Rays
was increased by addition to other packing lines as well.
Technology Imported
• In a list of imported technologies. LT has high precision X-Rays and Color
sorters in addition to high capacity milling and cleaning machines.
• To improve the customer base in consumer pack division, LT Foods has been
continuously adding to its capacity by installation of new FFS machines.
Power & Fuel Consumption (Bahalgarh Plant)
| Particulars |
2017-181 |
2016-17 |
| ELECTRICITY |
|
|
| Through Purchases |
|
|
| Units |
16,482,612p |
15,357,320 |
| Total Amount ( Rs. ) |
131,829,567 P |
125,704,991 |
| Rate/Unit( Rs. ) |
8.00p |
8.19 |
| Through Diesel Generator |
|
|
| Units generated |
630,733p |
515,993 |
| TOTAL AMOUNT ( Rs. ) |
10,994,461 P |
8,582,428 |
| Cost/Unit ( Rs. ) |
17.431- |
16.63 |
| Power & Fuel Consumption (Varpal Plant) |
|
|
| Particulars |
2017-181 |
2016-17 |
| ELECTRICITY |
|
|
| Through Purchases |
|
|
| Units |
4,825,70oP |
4,272,220 |
| Total Amount ( Rs. ) |
33,233,379p |
30,718,756 |
| Rate/Unit ( Rs. ) |
6.89p |
7.19 |
| Through Diesel Generator |
|
|
| Units generated |
73,40oP |
75,600 |
| TOTAL AMOUNT ( Rs. ) |
1,252,20oP |
1,533,930 |
| 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 significant
steps in adoption of new technologies thus improving overall efficiency of Plants. Similar
steps were taken in the current year as well by replacing the lower capacity machines with
the new higher capacity machines. Some such machines includes the color sorters which is
one of the critical machines involved in the rice processing industry. Some of the old
lower capacity color sorters were replaced with new upgraded and high capacity machines
resulting in reduction of rejection percentage, improvement in final output and increasing
overall throughout.
The Company has realized and agrees that the continuous improvement can be achieved
only if the employees involved in the process directly or indirectly are highly trained on
modern techniques and are aware of global standards. One such step taken by the Company in
that direction is to start Manufacturing Excellence and Improvement Program. The key
highlights of this improvement drive were - 5S, Maintenance Improvement Techniques,
Reliability Matrix, MTTR & MTBF etc., which are highly beneficial and globally
accepted programs for process improvement.
(c) Foreign exchange earnings and Outgo
During the year, the total foreign exchange spent was Rs. 2,688.80 Lakhs and the total
foreign exchange earned was Rs. 86,409.73 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 |
2,688.80 |
1,689.98 |
| Earnings in foreign currency |
|
|
| FOB value of exports |
|
|
| Rice |
86,409.73 |
78,441.53 |
| Total |
86,409.73 |
78,441.53 |
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 on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. The Company's thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company maintains healthy, cordial and harmonious
industrial relation at all level. The enthusiasm of employee has enabled the company to
maintain its leader position in the industry.
36. Directors Responsibility Statement
Pursuant to Section-134(3)(C) of the Companies Act, 2013, based on the representations
received from the operating management & after due inquiry, the Directors confirm
that:-
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material
Hpnarti irp<;-
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profitand loss of the company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of 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 remains
unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend
account is required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government. Accordingly, the company has transferred unclaimed
dividend of ^214,854/- for the financial year 2009-10 to Investor Education and Protection
Fund and such unclaimed dividend cannot be claimed by the Investors from the Company.
Flowever Investors can claim the unpaid dividend from appropriate authority in accordance
with the Investor Education and Protection Fund Authority (Accounting, audit, transfer and
Refund) Rules, 2016
Further the amount of Dividend unclaimed/unpaid for the financial year 2010-11 to
2016-17 lies in the respective unpaid dividend account and can be claimed from Company's
Register and Transfer Agent i.e. Big Share Services Private Limited, before the due date
for transfer of the same in IEPF account.
Pursuant to the provisions of the Investor Education Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying with the Company,
as 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 to
NSE 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-2
relating to Meeting of the Board of Directors and General Meeting respectively.
40. Acknowledgements
Your Director places on record their gratitude to all stakeholders for their
assistance, cooperation and encouragement. The Directors also wishes to place on record
their sincere thanks to all investors, vendors, and employees for their outstanding
performance.
For and on behalf of the Board of Directors
Sd/-
Vijay Kumar Arora
Chairman & Managing Director
DIN:00012203
Place: Gurugram
Date: 13th August 2018
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