l t foods ltd split bonus balance sheet Directors report


The Members

Your Directors take pleasure in presenting the 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2022.

1. Financial Summary or Highlights

The Boards Report is prepared based on the standalone financial statements of the Company. The Companys financial performance for the year under review alongwith previous years figures are given hereunder:

(Rs in Lakhs)

Particulars Standalone
2021-22 2020-21
Gross Income 2,86,358.37 2,40,453.93
Profit Before Finance Cost, Depreciation & Amortization 20,400.79 20,525.03
Finance Cost 2,278.55 3,363.67
Gross Profit 66,045.28 55,246.37
Provision for Depreciation 3,246.54 2,586.48
Profit Before Tax 14,875.70 14,574.88
Profit After Tax 11,224.60 10,648.10
Balance of Profit brought forward 48,200.11 40,758.13
Balance available for appropriation 56,155.68 48200.11
Interim Dividend on Equity Shares 3,198.44 3,198.47
Tax on Interim Dividend - -
Transfer to General Reserve NIL NIL
Surplus carried to Balance Sheet 56,155.68 48,200.11

2. Brief Description of the Company?s Working During the Year/ State of Company?s Affairs

The Consolidated revenue for FY, 22 was up by 14% at Rs 5,451 crore vs. Rs 4,773 crore in FY21 on account of increased sales from all three business segments - Basmati & Other Specialty Rice, Organic food and ingredient business and Convenience and Health segment.

The Gross Profit was up by 14% from Rs 1,608 crore to Rs 1,836 crore and the margins stood at 33.7%. An additional investment was made in brands up by 50 bps and also there was an increase in the freight cost by 180 bps that led to an increase in the Other expenses which were up by 139 bps versus last year.

The EBITDA was up by 4% to Rs 620 crore from Rs 598 crore in FY22. The normalized EBITDA margins on account of increased freight cost was 13.6% Vs. 12.5% on Y-o-Y basis.

The Company has generated significant free cash flows amounting to Rs 373 crore up by 8% driven by strong performance in FY22, that has led to decline in overall debt by 229 crore. The Finance cost reduced by 21% and the overall fund cost was down from 5.2% to 4.8%.

The PBT was up by 6% to Rs 428 crore from Rs 402 crore. The PAT was up by 7% to Rs 309 crore from Rs 289 crore. The Earnings per Share stood at Rs 9.13 up by 7%. The Cash profit was up by 9% from Rs 432 crore to Rs 398 crore.

The debt-equity ratio improved from 0.7 to 0.5 times as the overall debt of the Company was down by Rs 229 crore to Rs 1,061 crore on yearly basis. Majority of the debt is from working capital debt due of the nature our business and our focus is to maintain the debt to EBITDA ratio between 2 to 3 times which stood at 1.7 times vs. 2.1 times. Current ratio has also improved significantly to 1.78 from 1.70 last year. The Return on Capital Employed stood at 15.6%. The normalized Return on Capital Employed on account of insurance claim stood at 16.2%. The Return on Equity stood at 14.4%.

Due to continuous focus on working capital optimization, net working capital has reduced by 28 days to 207 days in FY22 vs. 235 days last year.

Our Standalone revenue for FY22 was increased by 19% at Rs 2,864 Crores vs. Rs 2,405 crore last year.

The Gross Margins expanded by 1 bps to 33.7% due to change in product mix and lower input cost.

The EBITDA margins decreased by 116 bps to 11.4% vs. 12.5% last year and was up by 4% from Rs 598 Crores to Rs 620 crore.

3. 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 at: http://ltgroup.in/pdf/LT-Foods-Material-Subsidiarv-Policv-2021.pdf

4. 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-I. 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.

5. 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. Further, there are no companies which have become or ceased to be Subsidiary and / or Associate of the Company during the financial year 2021-22.

6. Share Capital

There was no change in share capital of the Company during the financial year 2021-22.

7. Reserves

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

8. Dividend

The Company has paid Re 0.50 per share as interim dividend for the financial year 2021-22 and decided to retain back the remaining earnings.

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

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

10. Change in the nature of business

During the financial year 2021-22, there has been no major change in the nature of business.

11. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

Mr. Anil Khandelwal, and Mr. Abhiram Seth were appointed as Additional Directors (in Independent Directors category) of the Company through circular resolution passed on 22nd July, 2021. Further, Shareholders in their Annual General Meeting held on 30th September 2021 have approved the appointment of Mr. Anil Khandelwal & Mr. Abhiram Seth as Independent Director for a term of five consecutive years respectively.

Mr. Anil Khandelwal is Director & CEO of YogicSecrets Healthcare Private Limited, engaged in the space of functional medicines, nutraceuticals addressing preventive healthcare and reversal of chronic diseases. He also represents as India partner of Volitan Global, Turkey - engaged in Rsealth and technology. He is Fellow member of Institute of Chartered Accountant of India, Associate Member of Certified Internal Auditors from Institute of Internal Auditors Inc. USA, Life member of International Society for Training & Development.

He has worked across various sectors in India and overseas with multiple corporates including International MNCs, namely Hindustan Sanitaryware, Rollatainers, GlaxoSmithKline, Arcelor Mittal, Ranbaxy, Havells India, LT Foods, spanning over 36+ years.

Mr. Abhiram Seth is the Founder of Aquagri, an enterprise focused on promoting Aqua Agriculture through self help groups, amongst the coastal communities. Until March 2008, he was the Executive Director - Exports and External Affairs for PepsiCo India. Starting in 1993, he led Pepsicos exports and agricultural development efforts in India. He graduated in Economics from Delhi University and did his Masters in Management Studies from Jamnalal BajaRs institute, Bombay University with a specialization in marketing. He has Chaired the Water Committee of FICCI, the Food Regulatory Committee of CII, and has also been the President of Confederation of Indian Food Trade & Industry (CIFTI). He is also actively associated in the Foreign Trade and Agriculture/Food Processing work of various apex bodies of Chambers of Commerce.

With regard to integrity, expertise and experience of the Independent Directors appointed/re-appointed during the Financial year 2021- 22, 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 proficiency of the Independent Directors, ascertained from the online proficiency 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.

Mr. Rajesh Kumar Srivastava resigned from the Nominee Directorship of the Company with effect from 14th April 2021 due to personal reasons.

Mr. Suparas Bhandari and Mr. Gokul Patnaik resigned from the Directorship of the Company with effect from 22nd July 2021 due to pre-occupation and personal reasons respectively.

Mr. Ashok Kumar Arora was appointed as Additional Director & Managing Director in the Board Meeting with effect from 26.05.2021. However, Shareholders did not approve the resolution proposing appointment of Mr. Ashok Kumar Arora as Managing Director. so, he ceased to hold Directorship since 30th September 2021.

12. Number of Meetings of the Board of Directors

During the Financial Year, four Board Meetings were held, on 26th May, 2021, 30th July 2021, 29th October 2021 and 31st January 2022.

A resolution was passed through circulation on 3rd May 2021 to reconstitute Committees of the Board. Further, a resolution was passed through circulation on 22nd July 2021 to appoint Mr. Anil Khandelwal and Mr. Abhiram Seth as Additional Directors on the Board of the Company.

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.

13. Directors? Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and 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 had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that sucRs Internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by Independent Director(s) and reappointment, 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.

15. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has approved a policy on appointment and removal of Directors, Key

Managerial Personnel and Senior Management including to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The broad parameters covered under the Policy are - Preamble, Objectives, Definitions, Role of Committee, Membership, Terms / Tenure, Chairmanship, Frequency of Meeting, Committee member Interest, Secretary, Voting, Nomination Duties, Remuneration Structure & Components, Remuneration Duties and Minutes of Committee Meeting.

The Policy is also available in the Investor Relations section, under the "Policies& Guidelines" tab, on the website of the Company and can be accessed at the weblink:http://ltgroup.in/pdf/LT-Foods-Remuneration-Policy.pdf

16. 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 2021-22.

(a) Performance Evaluation of Individual Directors & Chairman

The Independent Directors of the Company met separately on 28th January 2022 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.

(b) Performance evaluation of the Board and Committees

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.

(c) Evaluation Outcome

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.

17. Web address for Annual Return

Pursuant to the requirements of Section 92(3) of the Companies Act, 2013, the annual return is available at http://ltgroup.in/pdf/AnnualReturn2022.pdf

18. Statutory Auditors

M/s MSKA & Associates were appointed as Statutory Auditors for a period of five years in 30th Annual General Meeting held on 30th September 2020.

Statutory Auditors? Report

The Independent Auditors report for the financial year ended 31st, March, 2022 on the Standalone financial statements of the Company forms part of the Annual report. The said report was issued by Statutory Auditors and doesnt contain any qualification, reservation, adverse remark.

The Independent Auditors report for the financial year ended 31st, March, 2022 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 Companies Act, 2013.

19. Cost Auditors

The Company is not required to appoint Cost Auditor under Section 148(3) of the Company Act, 2013 read with Rule 3 and Rule 4 of The Companies (Cost Records and Audit) Rules, 2014.

Cost Records:

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.

20. Secretarial Auditors

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.

Secretarial Audit Report

The report of the Secretarial Auditors is enclosed as Annexure - II to this report.

The observations made by the Secretarial Auditors in their Audit report are as follows:

1) According to information and Explanation and verification of forms and returns maintained by Company, the Company as required under Section 403 pays the prescribed additional fees in case of delayed filing.

Reply: Company has duly noted the observations and will be more vigilant in future for the same.

2) As per section 124(6) of the Companies Act 2013, read with Rule 6 of Investor Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF within 30 days of such shares becoming due to be transferred to the fund. However, on inspection of records, it was observed that some of such shares due to be transferred to the Fund in financial year 2020-21 were actually transferred to the fund in financial year 2021-22.

Reply: This was purely inadvertent mistake and company has already taken necessary steps before the Secretarial pointed the same. Company will be more vigilant in future for the same.

3) Some of the Designated employees has violated the code of Conduct framed under SEBI (Prohibition of Insider Trading) Regulations, 2015. They traded in shares during the period of window closure and have not taken pre clearance from the Compliance officer to conduct such trading.

Reply: Company had issued warning letter to the concerned designated employees and also taken steps to strengthen internal control system for avoidance of such act in future.

4) According to information and Explanation and verification of forms and returns maintained by Company, FLA for the Financial Year 2020-21 was filed on 18th August, 2021. However, the Company had made an application to RBI for extension, which was considered and RBI granted the extension to the Company till 10.09.2021. Although, the due date for filing was 15th July, 2021.

Reply: Company has duly noted the observation.

5) 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 sucRs Intimation to the controlling authority.

Reply: Company has duly noted the observations and will be more vigilant in future for the same.

6) 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.

Reply: Company has duly noted the observations and will be more vigilant in future for the same.

7) 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 sub-section (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. On verification of records, it was found that, though there was delay in payment of gratuity, no payment of simple interest was made to the employee.

Reply: Company has duly noted the observations and will be more vigilant in future for the same.

8) 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.

Reply: Company has duly noted the observations and will be more vigilant in future for the same.

Corporate Governance Certificate

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 as Annexure - III.

21. Internal Auditor

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 for reporting year.

22. Internal Audit & Controls

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.

23. 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 at: http://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 througRs 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.

24. 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:// 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.

25. Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at 31st March, 2022, are furnished in Annexure - IV and forms part of this Report.

26. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure - V and forms part of this Report

27. Contribution to Tax Authorities

The Company is regular in payment of taxes and other duties to the Government. During the financial 2021-22 your Company?s current tax is Rs 3768.31 lakhs towards Corporate Income Tax as compared to Rs 3646.81 lakhs during the last financial year.

28. Details relating to deposits covered under Chapter V of the Companies Act, 2013

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

29. Corporate Social Responsibility (CSR)

Details of the policy developed and implemented by the company on CSR initiatives taken during the year and other disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR activities is detailed in Annexure - VI.

30. 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.

31. 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.

32. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal, which shall impact the going concern status & Companys operations in future.

33. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

34. Human Resources

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

The Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company?s thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all level. The enthusiasm of employee has enabled the Company to maintain its leader position in the industry.

35. Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Pursuant to rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, The information required are as follows.

1. Ratio of remuneration of each Director to median remuneration of employees 1:42
2. Percentage increase in remuneration of each Director and KMPs
Vijay Kumar Arora Nil
Ashwani Kumar Arora Nil
Surinder Kumar Arora Nil
Monika Chawla Jaggia 5%
3. Percentage increase in the median remuneration of employees 7.5%
4. Number of permanent employees (on Standalone basis) 1077
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and justification 7.5%
6. Affirmation that the remuneration is as per the remuneration policy of the Company Yes.

As per rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees who draw salary not less than Rs 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. 46 64 N.A. 7.19
Ashwani Kumar Arora Managing Director 2.11 Permanent B.Com 34 55 N.A. 7.19

36. Employees Stock Option/ Purchase Plans

No Employees Stock Option/ Purchase Plans were given during the financial year 2021-22.

37. Credit Ratings

The long term credit rating of the Company is CRISIL A/ Positive and short term credit rating is CRISIL A1.

The details on credit ratings are also available on the website of the Company at: http://ltgroup.in/pdf/CreditRatingIntimationCRISIL17.02.2022.pdf

38. Corporate Governance

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from M/s D Dixit & Associates, Practising Company Secretary confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

Further, the Management Discussion and Analysis Report and CEO/CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of Annual Report.

39. Environment, Health and Safety

During the financial year 2022 which was still reeling under the shadow of the pandemic, LT Foods continued to focus on the aspects of Environment, Social and Governance (ESG) that would work towards an inclusive society, which was stronger and more resilient. For LT Foods, Environment, Health and Safety (EHS) is an integral part of the larger ambit of Sustainability umbrella and is fully committed to run its operations including allocation of resources using principles of sustainable deployment to curtail the impact on the environment and communities.

40. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred Rs 5,08,766 during the year to the Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for financial year ended 2013-14.

Transfer of Unpaid Dividend

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 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 2014-15 to 2020-21 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 2014-15, is due to be transferred to IEPF account in the financial year 2022-2023.

Transfer of Shares underlying Unpaid Dividend

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, 2021 with the Ministry of Corporate Affairs.

Shares lying in unclaimed suspense account in electronic mode

There are no shares in Unclaimed Suspense Account.

41. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2022-23 has already been paid to the credit of both the Stock Exchanges.

42. 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.

43. 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.

44. Conservation of Energy, Technology

Absorption and Foreign Exchange

Earnings and Outgo

(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 2021-22 2020-21
Through Purchases
Units 6,545,202 22,040,635
Total Amount (H) 55,959,126 170,734,839
Rate/Unit (H) 8.55 7.75
Through Diesel Generator
Units generated 251,605 770,639
TOTAL AMOUNT (H) 6,252,938 15,459,400
Cost/Unit (H) 24.85 20.06
Through Turbine
Units generated 17,719,016 -
TOTAL AMOUNT (H) 105,533,893 -
Cost/Unit (H) 5.96 -

Power & Fuel Consumption (Varpal Plant)

Particulars 2021-22 2020-21
Through Purchases
Units 3,091,751 4,852,000
Total Amount (H) 23,188,133 34,330,157
Rate/Unit (H) 7.50 7.08
Through Solar System
Units generated 519,055 63,300
TOTAL AMOUNT (H) 3,892,913 3,221,504
Cost/Unit 0 7.50 50.89
Through Solar System
Units generated 599,017 63,300
TOTAL AMOUNT (H) 4,492,628 3,221,504
Cost/Unit (H) 7.50 50.89
Through Diesel Generator
Units generated 53,900 63,300
TOTAL AMOUNT (H) 2,335,393 3,221,504
Cost/Unit 0 43.33 50.89

(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 E-waybill 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 Rsaving 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 31-03-2022 31-03-2021
Value of imports on CIF basis
Capital goods 96.44 113.63
Stores and spares 14.71 36.62
Packing Material 20.86 37.05
Other - -
Other Food Items - -
Total 132.01 187.30
Expenditure in foreign currency
Legal & Professional 16.79 13.70
Interest and other charges to bank 267.87 747.98
Clearing & Forwarding Expense 5,968.80 2,498.28
Sales promotion 187.12 76.51
Commission on export sales 284.92 171.98
Others 107.31 19.21
Total 6,832.80 3,527.66
Earnings in foreign currency
FOB value of exports
Rice 118,787.69 102,555.56
Total 118,787.69 102,555.56

45. Business Responsibility Report (BRR)

LT believes in communicating its ESG performance in a transparent manner and in line with global standardsto our stakeholders. Continuing with this philosophy, we are presenting our Business Responsibility Report (BRR) as an Annexure - VII.

46. 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
Board of Directors of LT Foods Limited
Vijay Kumar Arora
Chairman and Managing Director
Gurugram, 29th July, 2022 DIN: 00012203