To, The Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial Performance of the Company (Standalone)

( Rs. In Lakhs)

Particulars 2015-2016 2014-2015
Gross Income 184,680.37 185,598.27
Profit Before Interest and Depreciation 16,394.16 16,099.94
Finance Charges 9,074.66 8,980.13
Gross Profit 46,098.01 38,263.11
Provision for Depreciation 2,635.99 2,851.55
Net Profit Before Tax 4,683.51 4,268.26
Provision for Tax 1,645.21 1,202.74
Net Profit After Tax 3,038.30 3,065.52
Balance of Profit brought forward 20,152.85 17,800.40
Balance available for appropriation 23,191.14 20,865.92
Proposed Dividend on Equity Shares 401.87 529.07
Tax on proposed Dividend 81.42 105.78
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 22,707.85 20,152.85

2. Company’s working during the year

During the year, the LT group has witnessed a steady performance across all its business verticals. The consolidated gross sales during the year stood at Rs. 2,973 crores as against Rs. 2,735 crores in FY15. The growth has been due to strong sales growth in the domestic sales volume.

The Company’s branded business is growing steadily and now contributes close to 53% of the total sales.

The branded rice business in India, which is largely contributed by the Company’s fiagship brand Dawaat, has grown at a CAGR of approx. 20% over FY12 to FY16. Growing at a CAGR of 25% plus over FY12 to FY16, the Company’s US branded rice business has also witnessed a robust growth. The Company’s Organic business has been one of the fastest growing segments with a CAGR in excess of 55% over FY12 to FY16 and contributed Rs. 223 crores in FY16. The institutional rice business has also being growing at a stable rate. During the year, the Company continued to invest in all its fiagship brands to increase their market presence.

During the year, the Company acquired the Branded Rice business of Hindustan Unilever. The Brands acquired were "Gold Seal Indus Valley" and "Rozana" to strengthen our position in the Middle Eastern market. The acquisition will help us strengthen our existing presence in Saudi Arabia, UAE and Kuwait and also give us entry in the markets of Qatar, Oman and Bahrain. Apart from these markets, the brand also enjoys latent equity across India, North America, some of the European Union and Asian countries.

The Company has also incorporated a Company by the name of LT Foods International Limited in United Kingdom which shall be the wholly owned subsidiary of LT Foods Limited. The Company has acquired iconic brand 817 Elephant brand of rice through its UK subsidiary to further strengthen its presence in Canada, US and Dubai.

The gross revenue of the Company on standalone basis stood at Rs. 1,821 crores against Rs. 1,822 crores in FY15. The Profit Before Interest & Depreciation during the year stood at Rs. 16,394 Lakhs, up by 47% Y-o-Y whereas the margin stood at 8.7% as against 8.3% in FY15.

The Net Profit before tax stood at Rs. 4,683.51 Lakhs as against Rs. 4,268.26 Lakhs in FY15.

3. Change in the nature of business, if any-

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

4. Dividend

Your Board of Directors has recommended a dividend of Rs. 1.50 per equity share of face value of Rs. 10/- each for the year ended 31st March 2016 subject to share holder’s approval in the ensuing Annual General Meeting. The total payout including the dividend distribution tax amount to Rs. 481.37/- lakhs.

5. Reserves

Out of the amount available for appropriation, Company’s Directors propose to transfer Rs. NIL /- lakhs to General Reserve and retain Rs. 22,707.84/- lakhs to Profit and Loss Account.

6. Share Capital

During the financial year, the Company has allotted 209,605 equity shares to the various employees of the Company who are eligible for allotment under the Employee Stock Option Plan-2010. Accordingly, issued, subscribed and paid up equity capital of the Company has increased from Rs. 2,64,535,820 to Rs. 2,66,631,870/-. During the year, the Company has not issued any equity shares with differential right or any sweat equity shares.

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

The following Directors and Key Managerial Personnel has been appointed and resigned during the year:-

S. No. Name of the Person Designation Appointment/Resignation Date of Appointment / Resignation
1 Gokul Patnaik Independent Director Appointment 29/03/2016
2 Adesh Kumar Gupta Independent Director Appointment 12/02/2016
3 Suparas Bhandari Independent Director Appointment 12/02/2016
4 Renu Challu Independent Director Resignation 01/10/2015

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 1022415:21667
Ashwani Kumar Arora 1950000:65001
Surinder Kumar Arora 1000000:21667
2. Percentage increase in remuneration of each director and KMPs
Vijay Kumar Arora NIL
Surinder Kumar Arora NIL
Ashwani Kumar Arora NIL
Som Nath Chopra NIL
Monika Chawla Jaggia NIL
3. Percentage increase in the median remuneration of employees 8%
4. Number of permanent employees 857
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and justification 8%
Managerial Increase 8%
Non Managerial Increase 8%
6. Afirmation 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 lakhs) Nature of employment Qualification Experience Age Last employment % of shares held
VIJAY KUMAR ARORA MANAGING DIRECTOR 119.87 Permanent B.Sc. 40 years of experience 58 NA 10.21

Mr. Vijay Kumar Arora is Promoter Director of the Company. He is related to Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora. He is holding more than 2% of equity shares of the Company.

9. Board Meetings

During the financial year, four Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2) of the LODR, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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.

During the year, Mrs. Renu Challu has resigned from the post of Independent Director w.e.f 01st October, 2015 due to her other pre-occupations. Further Mr. Adesh Kumar Gupta and Mr. Suparas Bhandari joined the LT Foods Board on 12th February, 2016 as Additional Director and Mr. Gokul Patnaik has also joined the Company as additional Director with effect from 29th March 2016.

12. Remuneration Policy

The Company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI(LODR) Regulations, 2015

The Key highlights of the Policy are as follows:

a) To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The objective of the Remuneration Policy is to attract and retain high caliber talent and assume that the policy is in consonance with the existing industry practice.

13. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Company’s subsidiary or subsidiaries, associate Company or companies and joint venture or ventures is given as Annexure-IV [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 revenue of 2980 crores at group level. Its subsidiaries played a major role in contributing to the overall revenue. Kusha Inc. the fellow subsidiary of the Company contributed approx. 29% to the overall revenue. Daawat Foods Limited a 70% owned subsidiary of LT Foods contributed nearly 26% to the total revenue. The organic arm NBFL, a wholly owned subsidiary contributed approx. 8% 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 of the Company. The Company will 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 become or ceased as Subsidiaries/Joint Ventures/Associates Companies during the year. During the year, Raghunath Agro Industries (RAI), the partnership firm in which the Company was partner has converted itself into Private Limited Company incorporated on 20th July 2015 in the name and style of M/s Raghunath Agro Industries Private Limited (RAIPL) and such Company has allotted equity shares in proportion to its shareholding in partnership firm and has become Company under same management. of the Company during the financial year 2015-16.

LT Infotech Private Limited, one of the subsidiary Company was sold out therefore its become ceased w.e.f. 30th June 2015.

14. Auditors

The Auditors, M/s Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, hold Office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment and have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 2013 and have shown their willingness to accept the Office of Statutory Auditors.

The Company has received a letter from them to the effect that their ratification of appointment, if made, would be within the prescribed limits u/s 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

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.

16. Secretarial Audit Report

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

i. Delay in Filling Forms

Due to the oversight, the Company failed to file 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. ii. CSR Spent The Company will spent the balanced amount in financial year 2016-17. iii. Stamp Duty on Issue of Shares The Company will apply to the Revenue Department for payment of stamp duty. iv. Details of Male employee in Register as per Equal Remuneration Rules, 1975.

The Company has already noted the discrepancies and will comply the requirements of rule 6 of Equal Remuneration Rules, 1976. v. Gratuity Payment to Ex-employee The Company will pay the dues soon as per the Company’s policy.

17. Internal Audit & Controls

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, review of statutory compliances 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.

18. Issue of employee stock options

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

Particulars Option 1 Option 2
Approval 648,329 201,209
Options granted 648,329 201,209
Options vested 20,577 34,656
Options exercised 317,794 39,784
Total number of shares arising out of exercise of options 317,794 39,784
Options forfeited/lapsed/cancelled 128,677 70,533
Variations of terms of options NIL NIL
Money realized by exercise of options 12,076,172 1,511,792
Total number of options in force 20,577 84,598

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
X Mr. S.K. Salhotra
X Mr. Som Nath Chopra
X Mr. Dipol Dhole
X Mr. Vijay Malik
X Mr. Vivek Chandra
X Mr. Vikram Patil
X 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
X Mr. Mukesh Aggarwal
X Mr. Sandeep Lamba
X Mr. Gerald Taylor
X 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

19. 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 has been uploaded on the website of the Company at www.ltoverseas. com/india/pdf/whistle-blower-policy.pdf.

20. Risk Management Policy

LT has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management. Risk Management is a very important part of the Company’s business. The Company has in place an integrated risk management system. It proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten its operations and resources.

21. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

22. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There has been no material change in the business which may affect financial position of the Company.

23. Compliance to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (Details of Suspense A/c) 01.04.2015 to 31.03.2016

Particulars No. of Shareholders No. of Shares
i. Aggregate number of shareholders and the outstanding shares lying in Unclaimed Suspense Account at the beginning of the year 7 6494
ii. Number of shareholders who approached for transfer of shares from Unclaimed Suspense Account during the year 0 0
iii. Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year 0 0
iv. Aggregate number of shareholders and the outstanding shares lying in Unclaimed Suspense Account at the end of the year 7 6494

The voting rights on the above stated shares shall remain frozen till the rightful owner of such shares claims the shares

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 the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the 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 the 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 audit and 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. Particulars of loans, guarantees or investments under section 186 a) Details of Loans:

S. No. Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
NIL

b) Details of Investments:-

L T FOODS LTD. - Details of Investments during FY 2015-16
Date of Investment Details of Investee Amount - Rs. 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
(if required)
1 24/08/2015 Raghuvesh Infrastructure Private Limited 150,000 Business Purpose 12/02/2016 N.A. -
2 20/07/2015 Raghunath Agro Industries Private Limited 18,565,981 Business Purpose 12/08/2015 N.A. -
TOTAL 18,715,981

c) Details of Guarantee / Security Provided:

Sl. No. Details of recipient Amount (In Lakhs) Purpose for which the security/guarantee is proposed to be utilized by the recipient
1 Daawat Foods Limited 37257.65 Business purpose
2 Nature Bio Foods Limited 10246.85 -do-

28. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 (refer Annexure III). With reference to Section 134(3) (h) of Companies Act, 2013, all contracts and arrangement with related parties under Sec 188(1) entered by the Company were in ordinary course of business and on arms length basis.

29. Corporate Governance Certificate

The Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of LODR 2015 is annexed with the report.

30. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.

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 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 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, the Company has not received any complaint of harassment.

32. 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: a) Environment and efficiency - The Company has never shifted its focus from energy conservation and the same remained its key priority. Better controls are planned for reduction in energy consumption. The key areas where the Company have worked and achieved positive results are listed below:

Energy Savings through High Efficiency Motors:

High-efficiency motor is a term applied to an electric motors whose energy losses have been reduced to a minimum. If electrical motors are replaced, the energy efficiency can be improved upto 5%, such motors have been replaced. During the Internal Audit, few aged motors were identified which were resulting in over-consumption of Energy. Such motors are being replaced by High Efficiency motors which helped in reducing the Power consumption.

Lightning:

To reduce energy consumption from Lightning, replacement of Conventional Lamps, Street Lightning Halogen, HPSV WITH LED Light Fixtures were undertaken at various stations during the Year. As LEDs are extremely energy efficient and consume up to 60% less power than incandescent bulbs, this helped in reducing the Power Consumption and decreasing the maintenance cost due to its long lifespan.

Compressed Air Line

The Company had achieved good results previously by replacing old compressed Air Line with the new Modular Pipeline. The idea was further extended to the remaining areas to optimize the use of Compressed Air.

Energy Saving through VFD

Installation of Variable Frequency Drives for various applications like Whiteners, Graders, Blower’s as a fiow control strategy for energy conservation. Such installation has resulted in Power Saving by controlling the RPM of Motors.

Power Factor

The Company has continued achieved the Power Factor of .99 to ensure optimum utilization of Power.

Power & Fuel Consumption (Bahalgarh Plant)

PARTICULARS 2015-16 2014-15
ELECTRICITY
Through Purchases
Units 1,478,419 19,067,355
Total Amount ( Rs. ) 131,107,004 150,111,338
Rate/Unit( Rs. ) 8.99 7.87
Through Diesel Generator
Units generated 388,901 574,418
TOTAL AMOUNT ( Rs. ) 5,118,150 8,239,891
Cost/Unit ( Rs. ) 13.61 14.34

 

Power & Fuel Consumption (Varpal Plant)
PARTICULARS 2015-16 2014-15
ELECTRICITY
Through Purchases
Units 4,451,984 3,547,368
Total Amount ( Rs. ) 33,478,920 25,412,148
Rate/Unit( Rs. ) 7.52 7.16
Through Diesel Generator
Units generated 96900 186,700
TOTAL AMOUNT( Rs. ) 1,707,690 3,524,240
Cost/Unit( Rs. ) 17.62 18.88

b) Technology, Absorption, Adaption and Innovation

Technology is changing day by day. During 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 machine 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 throughput.

The Company has realized and agree 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 benefficial and globally accepted programs for process improvement.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 5,169.21 lakhs and the total foreign exchange earned was Rs. 76,977.49 lakhs.

( Rs. In lakhs)

Particulars March 31, 2016 March 31, 2015
Value of imports on CIF basis
Capital goods 516.46 597.44
Stores and spares 25.74 43.80
Other Food Items - 446.97
Total 542.20 1,088.21
Expenditure in foreign currency
Legal fees 18.14 47.81
Interest and other charges to bank 136.76 169.79
Steamer freight 1312.44 1,092.37
Sales promotion 41.57 36.45
Commission on export sales 3255.76 22.56
Others 404.54 77.16
Total 5,169.21 1,446.14
Earnings in foreign currency
FOB value of exports 76,977.49 75,587.39
Total 76,977.49 75,587.39

33. 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 (AnnexureII).

34. Human Resources

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

Your 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. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relations at all level.

35. Directors’ Responsibility Statement

Pursuant to Section-134(3)(C) of the Companies Act, 2013, the Director’s based on the representations received from the operating management & after due inquiry confirm that:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 profit and loss of the Company for that period; (c) The directors had taken proper and suficient 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 had prepared the annual accounts on a going concern basis; and (e) The directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 205A and Section 205C of the Companies Act, 1956, the dividend which remain 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 amount of such dividend for the financial year 2008-09, remaining unclaimed for the period of seven years should be transferred to Investor Education and Protection Fund and cannot be claimed there from.

The amount of Dividend unclaimed/unpaid for the financial year 2008-09 to 2014-15 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 18th September 2015, with the Ministry of Corporate Affairs.

During the year, the Company has transferred unpaid dividend of Rs. 256,562/-to Investor Education and Protection Fund for the dividend declared in the financial year 2007-08.

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Company’s Shares are listed.

38. Acknowledgements

Your Director place on record their gratitude to all stakeholder for their assistance, cooperation and encouragement. Your Director also wish to place on record their sincere thanks to all investor, vendor, employees for their outstanding performance.

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

DIN: 00012203

Chairman & Managing Director

Place: Gurgaon

Date: Date: 11th August, 2016