Future Consumer Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company:

(Rs. In Lakhs)

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Total Income 247,812.43 167,943.97 303,754.50 214,088.17
Profit/(Loss) before Tax & Exceptional Items 3,262.37 795.25 (1,151.77) (4,274.38)
Less : Exceptional Items - - - -
Profit/(Loss) before Tax 3,262.37 795.25 (1,151.77) (4,274.38)
Profit/(Loss) after Tax 3,234.68 777.67 (3,064.35) (6,543.53)
Profit/(Loss) Attributable to owners of the company NA NA (2598.42) (6100.55)

BUSINESS OPERATIONS

Your Company continues to strengthen its position as an integrated Food and HPC Company by focusing on key strategic thrusts on scaling up core brands, launch of new brands and products across various categories, premuimisation of the portfolio and deep market penetration. During the year under review, your Company has expanded its foot print across Food, Beverages and Home and Personal Care category.

During the year under review, your Company has recorded total income of Rs. 2,478.12 Crore and EBIDTA profit of Rs. 69.31 Crore as against total income of Rs. 1,679.44 Crore and EBIDTA profit of Rs. 31.68 Crore in the previous financial year. The Company has issued Secured Non-Convertible Debentures aggregating to Rs. 150 Crore to CDC Group PLC, UKs Development Finance Institution, primarily to finance capex, long-term working capital and support the growth of the business of the Company. Your Company has also issued Secured Non-Convertible Debentures to A K Capital Finance Limited for an amount of Rs. 35 Crore and to A K Capital Services Limited for an amount of Rs. 15 Crore aggregating to Rs. 50 Crore, during the financial year ended 31st March, 2018.

In order to give true and fair view in the books of accounts of the Company, it is proposed, subject to obtaining of necessary consents and approvals, to utilize an amount of Rs. 2,86,90,40,797/- out of the amount of Rs. 3,14,27,82,392/- standing to the credit of the Securities Premium Account of the Company as on 31st December, 2017 by writing off the Accumulated Losses amounting to Rs. 2,86,90,40,797/-. The Notice convening forthcoming Annual General Meeting includes the proposal for the said Scheme for Capital Reduction.

In view of inadequate profits during the financial year 2017-18, no appropriation is proposed to be made towards Reserves.

Save and except those mentioned in this Report, there were no material changes and commitments affecting the financial position of the Company between the end of financial year under review and the date of this Report.

FUTURE OUTLOOK

India has emerged as the fastest growing economy in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years. Indias Food & Home and Personal Care ("HPC") industry is pegged at ~$300 billion in 2017 and is expected to grow at a CAGR of 11% to ~$500 billion over the next five years with organized segment growing at a CAGR of 20% over the same period. The Food & Beverages sector contributes over -92% of the overall market. The staples and pulses segment is highly unbranded, creating a huge opportunity. Indian consumption sector is largely divided into urban and rural markets, attracting companies from across the World. The rise in income along with the rise in growing youth population and rural consumption is expected to drive growth. The low current penetration in rural markets offers an attractive opportunity for growth to major food and HPC companies.

Growing awareness, easier access, and changing lifestyles are the key growth drivers for the consumer market. The focus on agriculture, MSMEs, education, healthcare, infrastructure and employment underthe Union Budget 2018-19 is expected to directly impact the FMCG sector. These initiatives are expected to increase the disposable income in the hands of the common people, especially in the rural area, which will be beneficial for the sector as well as your Company.

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") details about unclaimed shares in suspense account as on 31st March, 2018 are as under:

Description No. of Shareholders No. of Shares
Aggregate number of shareholders and outstanding shares in the suspense account as on 1st April, 2017 2 18,600
Aggregate number of shareholders who approached the Company for transfer from suspense account upto 31st March, 2018
Number of shareholders to whom shares were transferred from suspense account upto 31st March, 2018
Aggregate number of shareholders and outstanding shares in the suspense account as on 31st March, 2018 2 18,600

The Company has opened separate suspense accounts with National Securities Depository Limited and Central Depository Services (India) Limited and has credited the said unclaimed shares to these suspense accounts. The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

During the year under review, 600 shares of Future Lifestyle Fashions Limited ("FLFL") arising out of 18,600 unclaimed shares, have been transferred to ‘Future Lifestyle Fashions Ltd Unclaimed Suspense Account. The shares held under the said account shall be transferred by FLFL as and when the rightful owner makes any claim over such shares.

DIVIDEND

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2017-18, in view of conserving the funds for envisaged bussiness requirements.

In terms of the provisions of Regulation 43A of SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. The Dividend Distribution Policy is annexed to this Report as Annexure I and is also available on the website of the Company - http://futureconsumer.in/lnvestors . aspx#policies.html.

INCREASE IN SHARE CAPITAL

During the year under review, your Company:

a) has issued and allotted in aggregate 49,42,983 equity shares of the Company to eligible employees on exercise of options granted under Employees Stock Option Scheme(s) formulated by the Company;

b) has issued and allotted 2,94,76,462 equity shares to Srishti Mall Management Company Private Limited ("Srishti") upon conversion of 6,700 warrants issued to Srishti at a conversion price of Rs. 22.73 per equity share;

c) has issued and allotted 14,96,56,999 equity shares to Black River Food 2 Pte. Ltd upon conversion of 29,985 Compulsorily Convertible Debentures and unpaid coupons thereon;

d) has issued and allotted 6,68,64,981 equity shares to International Finance Corporation upon conversion of 13,400 Compulsorily Convertible Debentures and unpaid coupons thereon;

Consequent to the aforesaid, the issued, subscribed and paid-up capital ofthe Company increased from 1,66,24,92,238 equity shares of Rs. 6/- each to 1,91,34,33,663 equity shares of Rs. 6/- each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31st March, 2018, your Company had following Subsidiary and Joint Venture companies :

Name of the company Category
1. Aadhaar Wholesale Trading and Distribution Limited Subsidiary
2. Aussee Oats India Private Limited Subsidiary
3. Aussee Oats Milling (Private) Limited Subsidiary
4. Amar Chitra Katha Private Limited ("ACKPL") Subsidiary
5. ACK Media Direct Limited Subsidiary of ACKPL
6. IBH Books & Magazines Distributors Limited Subsidiary of ACKPL
7. Ideas Box Entertainment Limited Subsidiary of ACKPL
8. Bloom Foods and Beverages Private Limited (formerly known as Bloom Fruit and Vegetables Private Limited) Subsidiary
9. Future Food and Products Limited Subsidiary
10. Future Consumer Products Limited Subsidiary
11. FCEL Food Processors Limited Subsidiary
12. Future Food Processing Private Limited Subsidiary
13. FCEL Overseas FZCO Subsidiary
14. Integrated Food Park Private Limited Subsidiary
15. MNS Foods Private Limited Subsidiary
16. The Nilgiri Dairy Farm Private Limited ("NDFPL") Subsidiary
17. Appu Nutritions Private Limited Subsidiary of NDFPL
18. Nilgiris Franchise Private Limited Subsidiary of NDFPL
19. Nilgiris Mechanised Bakery Private Limited Subsidiary of NDFPL
20. Sublime Foods Private Limited ("Sublime") Subsidiary
Name of the company Category
21. Avante Snack Foods Private Limited Subsidiary of Sublime
22. Genoa Rice Mills Private Limited Joint Venture
23. Mibelle Future Consumer Products A.G. Joint Venture
24. Hain Future Natural Products Private Limited Joint Venture (With effect from 20,h June, 2017)

Star and Sitara Wellness Limited and Express Retail Services Private Limited have ceased to be subsidiary of the Company with effect from 31st March, 2018.

After the financial year ended 31st March, 2018:

a) Your Company has acquired 75,40,000 equity shares of Integrated Food Park Private Limited ("IFPPL") from Capital Foods Private Limited. Consequent to the said acquisition of equity shares, your Company now holds 99.93% of the paid-up share capital of IFPPL.

b) Consequent to allotment of shares to the Company constituting 50% of the paid-up share capital of Affluence Food Processors Private Limited, it has become the joint venture of the Company with effect from 2nd April, 2018.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiaries, Associates and Joint Venture companies in Form AOC-1 is attached separately to this Annual Report.

The performance, financial position and contribution of each of the Subsidiaries, Associates and Joint Venture companies to the performance of the Company, is provided under Management Discussion and Analysis Report, which is presented separately and forms part of this Report.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company - http://futureconsumer.in/ lnvestors.aspx#policies.html.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company - www.futureconsumer.in .

The audited financial statements in respect of each subsidiary company shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015 ("IND AS") notified by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting

Standards with effect from 1st April, 2016. Accordingly, the Standalone and Consolidated Financial Statements of the Company and its subsidiaries, for the year ended 31st March, 2018 and 31st March, 2017 have been prepared in accordance with IND AS.

The audited Consolidated Financial Statements prepared in accordance with IND AS are provided in this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Standalone Financial Statements of the Company, forming part of this Report.

RELATED PARTY TRANSACTIONS

The Policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") as approved by the Board is available on the website of the Company - http://futureconsumer.in/lnvestors.aspx#policies.html .

All transactions with related parties are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions with related parties which are repetitive in nature.

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on an arms length basis. During the year under review, the Company has not entered into any material related party transactions, as defined under the RPT Policy of the Company. Accordingly, the disclosure in respect of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INTERNAL FINANCIAL CONTROLS

Your Company has established adequate systems and procedures for Internal Financial Controls with reference to the Financial Statements. The Companys internal financial control framework is commensurate with the size and nature of business operations of the Company. The Companys internal control systems are regularly assessed taking into consideration the requirements prescribed underthe Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the financial year ended 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of provisions of the Companies Act, 2013, Mr. K K Rathi and Mr. Frederic de Mevius are liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, have offered themselves for re-appointment.

Further, the Board of Directors of the Company ("Board") had, on the recommendation of the Nomination and Remuneration / Compensation Committee ("Committee"), subject to approval of the Shareholders of the Company and such other consents and approvals that may be required, appointed Ms. Ashni Biyani as the Managing Director of the Company for a period of three years to come into effect from 22nd May, 2018 and payment of remuneration as determined by the Board and in accordance with the policy of the Company. Prior thereto, she has been a Whole Time Director of the Company since 15th November, 2014.

Further, in terms of newly inserted Regulation 17(1A) vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which comes into effect from 1st April, 2019, consent of the shareholders by way of special resolution shall be required for continuation of a non-executive director who has attained the age of seventy-five years. Mr. G. N. Bajpai, Chairman, Independent and Non-Executive Director of the Company, has attained the prescribed age limit. Accordingly, the Board had at their meeting held on 22nd May, 2018, on the recommendation of the Committee, has recommended for the approval of the Shareholders, for continuation of the tenure of Mr. G.N. Bajpai as the Non-Executive Director on the Board of Directors of the Company, till the completion of his present term of appointment as an Independent Director.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment / re-appointment and continuation of term of the aforesaid respective Directors. A brief resume of the Directors seeking appointment/ re-appointment and continuation of term at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

As on 31st March, 2018, none of the Directors are disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. Ms. Ashni Biyani is related to Mr. Kishore Biyani, being daughter of Mr. Kishore Biyani.

The Company has received individual declarations from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations:

a) Mr. G N Bajpai

b) Ms. Vibha Rishi

c) Mr. Adhiraj Harish

During the year under review, Mr. Devendra Chawla has ceased to be the Chief Executive Officer of the Company with effect from 31st July, 2017. Mr. Manoj Saraf has resigned as the Chief Financial Officer of the Company with effect from 26th May, 2017 and Mr. Ravin Mody has been appointed as the Chief Financial Officer with effect from 27th May, 2017. The Board of Directors wish to place on record their appreciation for the contributions made by Mr. Devendra Chawla and Mr. Manoj Saraf during their respective tenure of employment with the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met 5 (five) times during the financial year 2017-18. The details of composition of the Board and its Committees, their meetings held during the year under review and the attendance of the Directors / Committee Members at the respective meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. The Board evaluates the recommendations made by Audit Committee and seeks further information as they may require. There were no instances where the Board has not accepted any recommendation of Audit Committee.

PERFORMANCE EVALUATION OF BOARD

A formal evaluation of performance of the Board, its Committees, the Chairman and that of the individual Directors was carried out for the financial year 2017-18. The evaluation process was done through questionnaire which was structured in accordance to the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The evaluation of Individual Directors was done taking into consideration the role played by each Director as a member at the respective meetings, in pursuit of the purpose and goals, participation at the meetings, independent views and judgement, initiative, ownership of value building.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, information shared and participation of members. In respect of evaluation for performance of the Board, the parameters inter alia comprised of key areas such as Board composition, competency of Directors, diversity, frequency of Board and Committee meetings, information sharing and disclosures made to the Board and its Committees. The responses received on evaluation of the Board and its Committees and that of the individual Directors were shared with the Chairman.

The overall performance evaluation process for functioning of Board and its Committees was based on discussions amongst the Board Members, Committee Members and responses shared by each Member. The Board found that there was considerable value and richness in the discussions and deliberations. Based on the outcome of the evaluation, the Board and Committees have agreed for possible continuous improvisation to ensure better effectiveness and functioning of the Board and Committees.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors Certificate as required under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

management discussion and analysis report

The Management Discussion and Analysis Report as required under Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A report in terms of Regulation 34 of the SEBI Listing Regulations, on the business responsibility initiatives taken by the Company is presented separately and forms part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted / framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the Company has framed a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management (the "Policy").

The purpose of this Policy is to establish and govern the procedure as applicable inter alia in respect to the following:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Policy is available on the website of the Company - http://futureconsumer.in/Investors.aspx#policies.html and is annexed to this Report as Annexure II.

CORPORATE Responsibility Statement

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with Section 135 of the Companies Act, 2013. The Board of Directors of the Company have based on recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company.

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure III.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company continues to focus on a system- based approach to business risk management. Your Company has formulated Enterprise Risk Management (ERM) Policy inter alia for identifying and taking opportunities to improve performance of the Company, ensuring effective risk assessment framework and manage risks alongwith internal control systems that are commensurate with the nature and size of its business. Your

Company has constituted Risk Management Committee and meeting of Risk Management Committee is held once in every six months. All the critical risks along with current mitigation plans as identified are presented to the Risk Management Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The internal control systems are regularly tested by Statutory as well as Internal Auditors. Any significant audit observation is discussed and follow up actions, as may be required, are reported to the Committees.

AUDITORS AND AUDITORS REPORT

M/s. S R B C & Co. LLP, Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years at the 21st Annual General Meeting of the Company held on 29th August, 2017. In terms of the provisions of Companies Act, 2013 and amendments thereto, the provision for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting have been omitted. In view of the same, the matter for ratification of appointment of Statutory Auditors of the Company, has not been included in the notice calling the forthcoming AGM.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2017-18 in terms of the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits nor is there any default in repayment thereof.

extract of annual return

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as Annexure V.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure VI, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136(1) of the Companies Act, 2013 information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is excluded from the Annual Report being sent to the Members of the Company and is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary and the same shall be provided.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the Shareholders, the Company has formulated following employee stock option schemes:

a. FVIL Employees Stock Option Plan-2011 ("FVIL ESOP- 2011")

b. Future Consumer Enterprise Limited - Employee Stock Option Plan 2014 ("FCEL ESOP - 2014")

The aforesaid Employee Stock Option Plans are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations") and there have been no material changes to these Plans during the financial year under review.

The details of options granted and exercised under FVILESOP- 2011 and FCEL ESOP-2014 and other disclosures as required under SEBI Employee Benefits Regulations, are available on the website of the Company - http://futureconsumer.in/ statutorv-documents.html and are also provided in Annexure VII, which is annexed to this Report.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.

The Company in its regular course of business is vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of operations, processes are formed and implemented to achieve operational efficiencies in the Company and also at its subsidiaries which assist in maintaining product quality and cost control.

In respect of the manufacturing units of the Company and its subsidiaries, the brief particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption are as under:

A) Conservation of Energy

The energy utilization in each manufacturing unit is being monitored regularly in order to achieve effective conservation of energy. The significant energy conservation measures during the year under review were as under:

(i) the steps taken or impact on conservation of energy:

a. All normal lights at manufacturing units have been replaced with LED lights.

b. Centralised controls for coolers and shop lighting.

c. Used VFD in process machines in F& V Unit.

(ii) the steps taken by the company for utilising alternate sources of energy;

a. India Food ParkatTumkurhas installed 3MW solar power generating units by third party which is operational now and is being used across manufacturing units at India Food Park.

(iii) the capital investment on energy conservation equipments;

The investment in installing LED lights in the manufacturing units is approximately Rs. 10 lakhs.

(B) Technology absorption

In the India Food ParkatTumkur, surface aeration system has been changed to diffused aeration system and Migrated to renewable energy source over conventional energy sources. These changes will bring in process improvement, cost reduction & GHG reduction. The aforesaid initiatives have resulted in economies in costs.

The details in respect of Foreign Exchange earnings/ outgo for

the year under review, is provided below:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

Particulars Amount (Rs. In Lakhs)
Recruitment Expenses 3.48
Travel Expenses 9.91
Royalty 77.89
Marketing 33.65
Sitting Fees 0.40
Total 125.33

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director(s) have not received any commission from the Company nor any remuneration in the form of salary/perquisites from any of its subsidiary companies.

3) There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would otherwise impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5) The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the

Companies Act, 2013, with respect to Directors Responsibility

Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31st March, 2018 and of the profit or 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;

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;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities, and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

26 : FMCG 2.0

On behalf of the Board of Directors

G. N. Bajpai

Chairman

Date: 22nd May, 2018

Place: Mumbai