Today's Top Gainer
Note:Top Gainer - Nifty 50 More
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)|
|Profit Before Interest and Depreciation||15,697.02||17,741.71|
|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. Companys 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.
The Board of Directors has recommended 15% dividend forthe financial year 2017-18 and decided to retain backthe remaining earnings.
Out of the amount available for appropriation. Companys 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.
|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%|
|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
|% of shares held|
|Vijay Kumar Arora||Managing
|Surinder Kumar Arora||Managing
|Ashwani Kumar Arora||Managing
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 Directors 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 Directors 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 Directors 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 Companys 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.
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|
|Total number of shares arising out of exercise of options||6,277,520||1,275,420|
|Variations of terms of options||NIL||NIL|
|Money realized by exercise of options||-||429,058|
|Total number of options in force||-||-|
1. Details of options granted during the fiscal 2012 to:
|(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 companys 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 & Companys 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 Companys 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 Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and auditand compliance by Internal Audit team. Pro Legal Advisory, India, LLP.
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 Companys 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:-
|Details of Investee||Amount - (In Lakhs)||Purpose for which the proceeds from investment is proposed to be utilized by the recipient||Date of
|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.
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.
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.
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)
|Total Amount ( Rs. )||131,829,567 P||125,704,991|
|Rate/Unit( Rs. )||8.00p||8.19|
|Through Diesel Generator|
|TOTAL AMOUNT ( Rs. )||10,994,461 P||8,582,428|
|Cost/Unit ( Rs. )||17.431-||16.63|
|Power & Fuel Consumption (Varpal Plant)|
|Total Amount ( Rs. )||33,233,379p||30,718,756|
|Rate/Unit ( Rs. )||6.89p||7.19|
|Through Diesel Generator|
|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|
|Stores and spares||37.00||63.50|
|Other Food Items||513.17|
|Expenditure in foreign currency|
|Interest and other charges to bank||807.78||44.81|
|Commission on export sales||26.21||136.20|
|Earnings in foreign currency|
|FOB value of exports|
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 Companys 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
(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 Companys 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 Companys 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.
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
Vijay Kumar Arora
Chairman & Managing Director
Date: 13th August 2018