L T Foods Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.

1. Financial Performance of the Company (Standalone)

Particulars Financial Year Financial Year
(2020-21) (2019-20)
Gross Income 232636.26 237778.53
Profit Before Finance Cost, Depreciation & Amortization 20525.03 19920.00
Finance Cost 3363.67 6009.91
Gross Profit 47428.70 43969.90
Provision for Depreciation 2586.48 2645.20
Profit Before Tax 14574.88 11264.89
Profit After Tax 10648.10 8516.26
Balance of Profit brought forward 40758.13 34820.38
Balance available for appropriation 48200.11 40758.13
Proposed Dividend on Equity Shares 3198.46 2078.99
Tax on proposed Dividend - 427.34
Transfer to General Reserve NIL NIL
Surplus carried to Balance Sheet 48200.11 40758.13

2. Companys working during the year

Our Consolidated revenue for FY21 was up by 12.3% at H 4,686 crore vs. H 4,173 crore last year on account of increased revenue from US, Europe and Organic business.

The Gross Margins expanded by 232 bps to 31.1% due to change in product mix and lower input cost.

The EBITDA margins also expanded by 58 bps to 12.8% vs. 12.2% last year and was up by 17.6% from H 509 to H 598 crore.

The Company has generated significant free cash flows amounting to H 345 crore, driven by strong performance in FY21 that led to decline in overall debt by 205 crore. This further led to a fall in the finance cost by 33.9% and the overall fund cost was down by 242 bps from 7.5% to 5.1%.

The Profit Before Tax margins* also expanded by 176 bps to 8.6% to 6.8% last year and was up by 41.2% from H 285 to H 402 crore.

*Profit Before share of loss of Investments accounted for using equity method, tax and exceptional items.

The Profit After Tax increased by 45% to H 289 crore while the margins expanded by 139 bps to 6.2%. The Earnings per Share was also up by 48.5% to H 8.57 per share vs. H 5.77.

The Company has also taken efforts towards the strengthening the Balance Sheet of the Company. ROCE improved by 193 bps to 15.6%. The normalized ROCE on account of funds blocked in fire insurance claim is 16.3%. Return on Equity improved by 283 bps to 15.3%. The debt-equity ratio improved from 0.91 to 0.66 times as the overall debt of the Company was down by H 205 crore to H 1,253 crore on Y-o-Y basis. This is to reiterate that majority of our debt is working capital debt which is required because of the nature of our business and our focus is to maintain the debt to EBITDA ratio between 2 to 3 times which stood at 2.1. Current ratio has also improved significantly to 1.70 from 1.52 last year.

Our Standalone revenue for FY21 was down by 2.2% at H 2,326 crore vs. H 2,378 crore last year.

The Gross Margins expanded by 190 bps to 20.4% due to change in product mix and lower input cost.

The EBITDA margins also expanded by 45 bps to 8.8% vs. 8.4% last year and was up by 3% from H 199 to H 205 crore.

Driven by strong performance in FY21 led to decline in overall debt by 185 crore on Standalone basis. This further led to a fall in the finance cost by 44% and the overall fund cost was down from 9.10% to 7.5%.

The Profit before Tax margins also expanded by 153 bps to 6.3% vs. 4.7% last year and was up by 29.4% from H 113 crore to H 146 crore. The Profit after Tax increased by 25% to H 106 crore while the margins expanded by 100 bps to 4.6%. The Earnings per Share was also up by 25% to H 3.33 per share vs. H 2.66.

The Company has also taken efforts towards the strengthening the Balance Sheet of the Company. ROCE improved by 130 bps to 13.3%. The debt-equity ratio improved from 0.65 to 0.39 times as the overall debt of the Company was down by H 185 crore to H 380 crore on Y-o-Y basis. The Debt to EBITDA ratio stood at 1.9. Current ratio has also improved significantly to 1.99 from 1.68 last year.

. Highlights of performance of subsidiaries, associates, joint ventures and their contribution to the overall performance of the Company.

A separate statement containing salient features of the financial statements of all subsidiaries, associate Companies/ Joint Ventures of your Company forms part of this report.

The audited financial statements of the subsidiary Companies are available on Companys website.

Your Company has approved a policy for determining material subsidiaries and the same is available on Companys website http://www.ltgroup.in/pdf/LT-Foods-Material-Subsidiary-Policy-2021.pdf.

Change in the nature of business, if any

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

. Dividend

During the year, the Company has paid Re 1 per share as interim dividend for the financial year 2020-21 and decided to retain back the remaining earnings.

. Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

. Share Capital

There was no change in share capital of the Company during the financial year 2020-21.

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

Mrs. Ambika Sharma, was appointed as Additional Director (in Independent Director category) of the Company though circular resolution passed on 10th March 2021. She is Managing Director for India at the U.S.-India Business Council. Prior to this position, she was the Director General – International at the Federation for Indian Chambers of Commerce and Industry (FICCI). During her three-decade career, she led a number of innovative and impactful initiatives at FICCI across the Americas, Europe, Asia Pacific and Oceania, Africa and Foreign Trade Policy Division teams.

With regard to integrity, expertise and experience of the Independent Directors appointed/re-appointed during the Financial year 2020- 21, the Board of Directors have taken on record the declarations and confirmations submitted by the independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possesses relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to pro_ciency of the Independent Directors, ascertained from the online pro_ciency self-assessment test conducted by the institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or that they will comply with the applicable law within the prescribed time.

. 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:

As per rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees who draw salary exceeding the limit of H 1.02 crore is as follows:

1. Ratio of remuneration of each Director to median remuneration of employees
Vijay Kumar Arora 1:50
Ashwani Kumar Arora 1:50
Surinder Kumar Arora
2. Percentage increase in remuneration of each Director and KMPs
Vijay Kumar Arora Nil
Surinder Kumar Arora NA
Ashwani Kumar Arora Nil
Monika Chawla Jaggia 5%
3. Percentage increase in the median remuneration of employees 7%
4. Number of permanent employees (on Standalone basis) 1090
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and
justification
Managerial Increase 5%
Non Managerial Increase 9%
6. Affirmation that the remuneration is as per the remuneration policy of the Yes
Company

As per rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees who draw salary exceeding the limits of H 1.02 crore is as follows:

Name Designation Remuneration (in crore) Nature of employment Qualification Experience Age Last employment % of shares held
Vijay Kumar Arora Managing Director 2.15* Permanent B.Sc. 45 63 NA 7.19
Ashwani Kumar Arora Managing Director 2.11 Permanent B COM 33 54 NA 7.19

* Mr. Vijay Kumar Arora was also paid H 1.1 crore from LT Foods Europe B.V during last year.

10. Board Meetings

During the Financial Year, four Board Meetings were held, on 28th May, 2020, 30th July 2020, 30th October 2020 and 29th January 2021.

A resolution was passed through circulation on 10th March 2021.

The details of the same is given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. 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 the Board as a whole as well as working of its Committees has been carried out during the financial year 2020-21.

The Independent Directors of the Company met separately on 29th January 2021 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 have 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, Committees including Chairman of the Board.

It was further acknowledged that every individual Member and Committee of the Board has contributed best in the growth of the organization. it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members from different backgrounds bring about different deliberations in the Board and Committee Meetings are enriched by such diversity. The Board is actively engaged on the key issue concerning strategy, talent, risk and governance. It was also noted that the Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committees & Board was updated on the same. The Board also noted that given the changing external environment, more frequent sessions on strategy with emphasis on sustainability may be considered. There are specific areas that have been identified as part of the exercise for the Board to engage itself with and the same will be acted upon.

12. StatementofDeclarationbyanIndependent 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.

13. 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 weblinkhttp://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, if any.

- 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.

14. 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 is included in the Consolidated financial statements.

Further, the Annual Accounts and related documents of the subsidiary Companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company shall also make available copy thereof upon specific request by any member of the Company interested in obtaining the same. Further, the Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Name of the Companies, which became or have ceased to become as Subsidiaries/Joint Ventures/ Associates Companies during the year

No new Company, Subsidiary, Joint Venture or Associate was incorporated during the year.

SDC Foods India Limited, L T International Limited, Fresco Fruits N Nuts Private Limited, Ecolife LLC and Universal Traders ceased to be the subsidiaries of the Company during the year.

The Company has filed strike off application for both SDC Foods India Limited and Fresco Fruits N Nuts Private Limited during the year.

15. Auditors

M/s MSKA & Associates were appointed as Statutory Auditors in 30th Annual General Meeting held on 30th September 2020.

16. Auditors Report

The Independent Auditors report for the financial year ended 31st, March, 2021 on the Standalone financial statements of the Company forms part of the Annual report. The said report was issued by Statutory Auditors with an unmodified opinion and doesnt contain any qualification, reservation, adverse remark.

The Independent Auditors report for the financial year ended 31st, March, 2021 on the Consolidated financial statements of the Company also forms part of the Annual report. The said report was issued by Statutory Auditors with an "Emphasis of Matter" Paragraph with an unmodified opinion and doesnt contain any qualification, reservation, adverse remark.

During the year under audit, the Auditors have not reported any fraud under Section-143(12) of the Act and therefore no details are required to be disclosed under Section-134(3)(ca) of the Act.

17. 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 of the Company.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. D Dixit & Associates, Practicing Company

Secretary has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The observations made by the Secretarial Auditors in their Audit report are as follows:

1. As per section 7(2) of Payment of Gratuity Act,1972, as soon as gratuity becomes payable, the employer shall, whether an application referred to in sub-section (1) has been made or not, determine the amount of gratuity and give notice in writing to the person to whom the gratuity is payable and also to the controlling authority specifying the amount gratuity so determined. However, on verification of records of the Company, it has been found that it has defaulted in giving such intimation to the controlling authority.

The Company couldnt make the intimation due to lockdown.

2. As per sub-section (3) of Section 7 of The Payment of Gratuity Act, 1972 "The employer shall arrange to pay the amount of gratuity within 30 days from the date it becomes payable to the person to whom the gratuity is payable". However on verification of records of Company, it has been found that the Company has defaulted in adherence to the timeline with respect to the payment of Gratuity to the ex-employees.

The Company couldnt make timely payment due to lockdown and the same was made as soon as the Company received the due amount from Insurance Company.

3. As per sub-section (3A) Section 7 of The Payment of Gratuity Act, 1972 ,"If the amount of gratuity payable under sub-section (3) is not paid by the employer within the period specified in subsection (3), the employer shall pay, from the date on which the gratuity becomes payable to the date on which it is paid, simple interest at such rate, not exceeding the rate notified by the Central Government from time to time for repayment of long-term deposits, as that Government may, by notification specify.

As stated in point no.2, gratuity service provider was non-operational during that phase due to lockdown. They were not accepting gratuity documents through any digital mode.

4. The Company has not reconstituted the Internal Committee as required under Section 4(3) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Presiding Officer and other members of the Internal Committee are holding office in the Internal Committee exceeding three years, from the date of their nomination.

The Company had conversation with few NGOs for appointing presiding officer but they denied to accept any offer last year due to covid spread. Rotation of other members and appointment of new presiding officer shall be made this year and the same shall be notified along with Posh return to the statutory authority.

5. As per Regulation 17(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, where the Listed entity does not have a regular non-executive chairperson, at least half of the Board of Directors shall comprise of Independent Directors. On verification it was observed that, around 43% Directors of the Company are Independent Directors. Till 10th March 2021, there were seven Directors on the Board of the Company. Out of the seven Directors, three Directors were Independent, three were Executive Directors and one of them was Nominee Director. As on 10th March 2021, the Company appointed one more Additional Independent Director in compliance with Regulation 17 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

The Company has duly appointed the Independent Directors in compliance with aforesaid regulation and is complied as on date.

6. The Company has filed FLA return for the Financial Year 2019-20 on 18th September 2020.

The Company has filed the return on the aforesaid date due to non functioning of RBI website.

19. Internal Audit & Controls

In terms of compliance of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) rules, 2014, the Board of Directors in their meeting appointed Grant Thornton, Bharat LLP as its Internal Auditors. During the year, the Company appreciated 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, statutory compliances, and assessing the internal control strengths in all areas. Internal Auditors findings were discussed with the process owners and suitable corrective actions were taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

The Company has defined policies and standard operating procedures for all key business processes to guide business operations in ethical and compliant manner.

The Board reviews the internal processes, systems and the Internal financial controls. The Directors Responsibility Statement contains a confirmation for adequacy of the internal financial controls.

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 link http://www.ltgroup.in/pdf/Whistle-Blower%20Policy_August%202021.pdf on the website of the Company. In terms of amendment in regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which requires a listed Company to have a whistle-blower policy and to make employees aware of such policy to enable them to report instances of leak of unpublished price sensitive information. Since the Company has already in place policy on Whistle Blower formulated in terms of Listing Regulations and thereby informed the employees through internal circular, about their right to report any instance of leak or suspected leak of UPSI under the guard of the said policy in place.

21. Risk Management Policy

Risk Management is an integral and important aspect of Corporate Governance. The Board of the Company has duly constituted Risk Management Committee which will assist the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and to further ensure that the appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Company has in place a comprehensive Risk Management Policy which can be accessed at http:// www.ltgroup.in/pdf/LT-Foods%20-Risk-Management. pdf.

LT Foods has in place comprehensive risk assessment and minimization procedures, which is reviewed by the top management at regular interval.

22. Annual Return

Pursuant to the requirements of Section 92(3) of the Statutory Reports Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return in the prescribed format is available at http://www.ltgroup.in/pdf/Annual_Return_2021.pdf

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 has been no material change 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 compliance of Companys policies and Standard Operating Procedures (SOPs) and audit by Internal Audit team, Grant Thornton Bharat, LLP.

26. Deposits

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

27. Cost Record

The Central Government has not specified maintenance of cost record under Section 148(1) of the Company Act, 2013 in respect of our Companys product.

28. Particulars of loans, guarantees or investments

The details of Loans given, Guarantee provided and Investments made are as follows:-

Details of loans:-
S No Date of loan Name of the Company Amount (in J Lakhs) Purpose for which loan was given Date of Board meeting / Management Committee meeting Rate of interest charged
1 31-03-2021 Raghuvesh Warehousing Private Limited 5,500,000 Business 18.03.2021 10%
2 31-03-2021 Raghuvesh Agri Foods Private Limited 5,000,000 Business 18.03.2021 10%

Details of Investments:-

S. No Date of Investment Details of Investee Amount 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
NIL

NIL

No investment was made by the Company during the financial year 2020-21.

Details of Guarantee / Security Provided during the financial year 2020-21:

Sl. No Details of recipient Amount (In crore) Purpose for which the security/guarantee is proposed to be utilized by the recipient
1 Daawat Foods Limited 66.00 Working capital loan availed from State Bank of India, Punjab National Bank and Union Bank of India
2 Nature Bio Foods Limited 109.00 Working capital loan availed from Indusind Bank, IDFC First Bank, Kotak Mahindra Bank
3 Raghunath Agro Industries Private Limited 4.20 Covid Working capital loan availed from Punjab National Bank, Amritsar
4 Ecopure Specialities Limited 30.40 Working capital loan availed from Indusind bank

29.Particularsofcontractsorarrangements with related parties:

The particulars of every contract or arrangements entered into 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. 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 executed in ordinary course of business 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 V 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 31st March 2021.

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, 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, the Company has not received any complaint on sexual harassment 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:

a) Conservation of energy

Energy conservation has been one of the key objectives that are associated with the manufacturing units from past many years. LT Foods has shown improvement year on year basis and has successfully achieved the targets. There have been several initiatives taken in this direction, few of them are listed below:

• Machine output plays a vital role in energy consumption. This year, we have worked on increasing the plant throughput with better production planning and as a result of this initiative, we are able to achieve reduction in units per metric tonnes.

• Efficient production planning has resulted in reducing our net production days thereby identifying certain days or shifts in a particular month where there is no need to carry out production and hence enabling in reduction of power consumption over the month.

• Identification of no production days also resulted in the optimal usage of alternate source of electricity (Diesel Generator) and operating only the critical machineries when required.

• Power boosters were installed in the compressor line which resulted in lowering down the power consumption in the form of reduction in the requirement of compressed air for plant operations.

• Energy audit was also conducted and the suggested recommendations were able to plug in certain leakages which further helped in reducing the overall energy consumption.

Power & Fuel Consumption (Bahalgarh Plant)

Particulars 2020-21 2019-20
Electricity
Through
Purchases
Units 2,20,40,635 2,10,75,703
Total Amount (H) 17,07,34,839 16,51,13,421
Rate/Unit(H) 7.75 7.83
Through Diesel
Generator
Units generated 7,70,639 4,29,082
Total Amount (H) 1,54,59,400 87,35,314
Cost/Unit (H) 20.06 20.36

Power & Fuel Consumption (Varpal Plant)

Particulars 2020-21 2019-20
Electricity
Through
Purchases
Units 48,52,000 48,36,317
Total Amount (H) 3,43,30,157 3,35,36,661
Rate/Unit (H) 7.08 6.93
Through Diesel
Generator
Units generated 63,300 91,900
Total Amount (H) 32,21,504 22,42,728
Cost/Unit (H) 50.89 24.40

(b) Technology, Absorption, Adaption and Innovation

During the year, the Company has formed a core Committee in order to make the Business Digital. We are following SAPs tag line "Business Runs on SAP". We have divided Digitization journey broadly in 3 categories:-

1. Bringing Control into System by Process Automation-

In order bring control & efficiency in system we have migrated from SAP ECC to s4HANA which support use of mobile devices and analytics. Also it has more than 1300 inbuilt app. We have even integrated our system with some of European & US Customers system where in everything starting from Purchase Order till Invoicing are automatically sent and received through system without any manual intervention. EDI integration has brought lot of controls & efficiency. We have also automated inventory planning system through a tool developed as per consulting partner. Banks are also integrated with SAP. Integration of SAP with GST portal for Ewaybill and e-invoicing is also there.

2. Remote Data capturing using Mobile Device-

We have implemented SAS based Sales Force Automation system wherein our SOs captures

Sales Order on Mobile devices as per their route plan and same order will be reflected on Distributors Billing system. We are also capturing various data from fields and plants using IOT devices. We have also integrated SAP with DMS. Similar mobile app is also developed for procurement process.

3. Real-time Online MIS systems for better Decision making

Since we are capturing lot of Data from various source so in order to present Data to Management we have implemented PowerBi in our Organization. Inventory control towers and other Dashboard are helping management in having better controls.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange spent was depicted below in Lakhs and the total foreign exchange earned were as follows:

Particulars 31-03-2021 31-03-2020
Value of imports
on CIF basis
Capital goods 113.63 30.64
Stores and spares 36.62 81.99
Packing Material 37.05 -
Other - -
Other Food Items - -
Total 187.30 112.63
Expenditure in foreign currency
Legal & Professional 13.70 110.61
Interest and other 747.98 965.82
charges to bank
Clearing & 2,498.28 2,563.90
Forwarding Exp
Sales promotion 76.51 37.89
Commission on export sales 171.98 364.06
Others 19.21 70.16
Total 3,527.66 4,112.43
Earnings in foreign currency
FOB value of exports
Rice 102,555.56 98,201.09
Total 102,555.56 98,201.09

35. 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 I).

36. 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.

37. 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 departures;

(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 profit and 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.

38. 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 and such unclaimed dividend cannot be claimed by the Investors from the Company. However Investors can claim the unpaiddividendfromappropriateauthorityinaccordance 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 2013-14 to 2019-20 lies in the respective unpaid dividend account and can be claimed from Companys Registrar and Share Transfer Agent i.e. Big Share Services Private Limited, before the due date for transfer of the same in IEPF account.

The dividend declared for the financial year 2013-14, is due to be transferred to IEPF account in the financial year 2021-2022.

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 30th September, 2020 with the Ministry of Corporate Affairs.

39. Details of Application made under Insolvency and Bankruptcy Code, 2016

During the year, no such application was made and no such proceeding is pending under the said code.

40.The details of difference between amount of the valuation done at the time of One time settlement and valuation done while taking loan from the bank or financial institutions along with the reason thereof -

Not applicable.

41. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to NSE and BSE where the Companys Shares are listed.

42. 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.

43. Acknowledgements

The Director places on record their gratitude to all stakeholders for their assistance, cooperation and encouragement. The Directors also wishes to place on record their sincere thanks to all investors, vendors, and employees for their outstanding performance.

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

Chairman & Managing Director

DIN:00012203

Place:Gurugram

Date: 30th July 2021