L T Foods Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2017.

1. Financial Performance of the Company (Standalone)

( Rs In lakhs)
Particulars 2016-17 2015-16
Gross Income 2,10,032.86 1,84,669.15
Profit Before Interest and Depreciation 17104.01 16,394.16
Finance Charges 10,041.34 9,074.66
Gross Profit 42,150.30 46,086.79
Provision for Depreciation 2,292.73 2,635.99
Net Profit Before Tax 4,769.94 4,683.51
Net Profit After Tax 3,013.80 3,038.30
Balance of Profit brought forward 22,707.85 20,152.85
Balance available for appropriation 25,721.65 23,191.15
Proposed Dividend on Equity Shares - 401.88
Tax on proposed Dividend - 81.42
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 25,721.65 22707.85

2. Companys working during the year

During the year, the Company has achieved a topline of

Rs 3,32,210.96 lakhs as compared to Rs 2,97,962.61 lakhs in the last year with a growth of 11.5% on consolidated basis. The Company has earned a profit of Rs 19,468.88 lakhs in the previous year with a growth of 19% in comparison to financial year 2015-16. The Company has achieved revenue of Rs 96,774.09 lakhs and earned PAT of Rs 3,800.46 lakhs in March quarter on group level. As per AC Nielsen data we have gained over 20% market share in the branded basmati market in India. This has been possible because of our constant focus towards strengthening our consumer focus. Besides India, we are constantly working on strengthening our brands in overseas markets. We continue to enjoy leadership position in the US where our share continues to be around 40% under our strong brand Royal. The Company has taken concrete steps over the last few quarters by acquiring two brands – Gold Seal Indus Valley and Rozana from HUL in Middle East. Besides, the Company also acquired iconic brand 817 Elephant for European market. These initiatives have helped us increase our branded sales by ~25% compared to FY2016. The institutional sales to our strong customers have also seen a growth of 15%. Overall growth in volume stood at ~20% YoY basis. The volume growth in Indian market was 27% and in international market was 14%, which again reflects the increased confidence of consumers in our Company. The increased volumes have led to a healthy growth in Sales, EBITDA and PAT both in Q4FY17 and financial year ended 31st March 2017.

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

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

4. Dividend

Your Board of Directors has recommended a dividend of

Rs 0.15/- (_fteen Paisa) per equity share of Re. 1/- each, out of the profits of the Company for the Financial Year ended 31st March, 2017 subject to share holders approval in the ensuing Annual General Meeting.

5. Reserves

Out of the amount available for appropriation, the Companys Directors propose to transfer Rs NIL /- to General Reserve and retain Rs 25,721.65/- lakhs to Profit and Loss Account.

6. Share Capital

During the Financial year 2016-17, the Company has not allotted Equity Shares and also has not issued any Equity Shares with differential rights or any sweat equity shares. However the Company has split the face value of Equity Shares from Rs 10 to Rs 01/- each. Resultantly, the Company has 26,66,31,870 equity shares of Rs 1/- each as at 31st March, 2017.

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

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

S. No. Name of the Person Designation Appointment/ Resignation Date of Appointment / Resignation
1. Som Nath Chopra Chief Financial Officer Resignation 25/05/2016
2. Suparas Bhandari Independent Director Appointment 21/09/2016
3. Gokul Patnaik Independent Director Appointment 21/09/2016
4. Adesh Kumar Gupta Independent Director Appointment 21/09/2016
5. Ashwani Kumar Arora Chief Financial Officer Appointment 14/11/2016

8. Particulars of Employees & Employee Remuneration

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the information required is as follows.

Managerial Remuneration:

1. Ratio of remuneration of each director to median remuneration of employees
Vijay Kumar Arora 1.51
Ashwani Kumar Arora NA
Surinder Kumar Arora 1.43
2. Percentage increase in remuneration of each director and KMPs %
Vijay Kumar Arora 17%
Surinder Kumar Arora 50%
Ashwani Kumar Arora N.A.
Som Nath Chopra N.A.
Monika Chawla Jaggia 31%
3. Percentage increase in the median remuneration of employees 5%
4. Number of permanent employees 1027
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and justification Managerial Increase 33%
Non Managerial Increase 5%
6. Afirmation that the remuneration is as per the remuneration policy of the Company Yes

As per rule 5(3) of Companies (Appointment and Remuneration) Rules, 2014, the employees who draw salary exceeding the limits of Rs1.02 Crores is as follows:

Name Designation Remuneration (in Crores) Nature of employment Qualification Experience Age Last employment % of shares held
VIJAY KUMAR ARORA MANAGING DIRECTOR 1.41 Permanent B.Sc. 41 59 NA 7.98
SURINDER KUMAR ARORA MANAGING DIRECTOR 1.16 Permanent Under Graduate 35 55 NA 7.98

Mr. Vijay Kumar Arora and Mr. Surinder Kumar Arora, both are Promoter Managing Directors of the Company. They are related to Mr. Ashwani Kumar Arora and holding more than 2% of equity shares of the Company.

9. Board Meetings

During the Year four Board Meetings were held, the dates on which these meeting were held are 27th May, 2016, 11th August 2016,14th November, 2016 and 09th February, 2017. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

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 Board as a whole as well as working of its Audit, Nomination & Remuneration and other Committees has been carried out during the financial year 2016-17.

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 Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and remuneration policy of the Company in compliance of Section 178 (4) of the Companies Act, 2013. The Remuneration policy can be referred at weblink http://www. ltgroup.in/pdf/LT-Foods-Remuneration-Policy.pdf

13. Extract of Annual Return:

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

14. 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).

15. Auditors

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

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

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

17. 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.

18. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

The Company has entered into Joint Venture with Future Group and incorporated Genoa Rice Mills Private Limited on 27th May, 2015 to source and manufacture regional rice such as Sona Masoori which will help the Company to expand its product portfolio while leveraging its distribution network.

During the year, the Company generated revenue of Rs3,322 Crores at Group Level. Its subsidiary plays an important role in contributing to the overall revenue. Kusha Inc the fellow Company contributed approx 28% to the overall revenue. Daawat Foods Limited 70% owned subsidiary of LT Foods contributed 22% to the total revenue .The organic arm NBFL, wholly owned subsidiary contributed approx 7% to the group revenue.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

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

During the year, the Company has incorporated a foreign subsidiary in United Kingdom (UK) namely LT Foods International Limited which was incorporated on 24.06.2016 for strengthening its presence in Europe. Further, the Company has set up a facility in Europe to service customers in International markets more effectively. The UK Company incorporated a subsidiary in Netherlands named as LT Foods Europe B.V. and set up a rice plant in Rotterdam.

Further in order to expand our product portfolio and backend knowhow, the Company has entered into Joint Venture with KAMEDA SEIKA Co. Limited, a leading manufacturing Company since 1946 in Japan and USA in the field of rice Based snacks. The said joint venture will manufacture rice based snacks.

The Company has also entered into Joint Venture with Future group to source, manufacture, market, sell and distribute regional rice such as sona masoori. This association will help us help expand our product portfolio leveraging our distribution network.

19. 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 pursuance of Section 177

(8) of the Companies Act, 2013 in respect of composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

20. Secretarial Audit Report

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

1. Delay in _ling forms

Due to oversight, the Company failed to file some of the forms in prescribed time frame of Companies Act, 2013 and applicable fees has already been paid to Ministry of Corporate Affairs.

2. CSR Spent

The Company will spent the balance amount in the coming years.

3. Gratuity Payment to Ex- employees

The Company will pay the dues on time as per the Companys policy.

4. Non _ling of half yearly return as per Industrial disputes rule, 1957 The Company has filed the return after the observation.

5. Non _ling of return under Payment of Bonus Act, 1965 The Company will file the return on priority basis.

21. 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.

22. Issue of employee stock options

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

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

Notes: -

1. Details of options granted during the fiscal 2012 to:

Particulars
(a) Directors and key managerial personnel
1. Som Nath Chopra 46,318
2. Monika Chawla Jaggia 18,177

 

(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group Company employees) The following employees have received a grant in any one year of options amounting to 5% or more of the options granted during the year 2011-12
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

23. Risk Management Policy

LT has in place comprehensive risk assessment and minimisation procedures, which are reviewed by the top management. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, the Company has renamed Audit Committee as Audit Committee / Risk Management Committee who plans risk management, reviews, monitors and identify the risk on regular basis.

24. 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.

25. Compliance to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015 (Details of Suspense A/c) 01.04.2016 to 31.03.2017

S. No. Particulars No. of Shareholders No. of Shares*
i. Aggregate number of shareholders and the outstanding shares lying in Unclaimed Suspense Account at the beginning of the year 7 64940
ii. Number of shareholders who approached for transfer of shares from Unclaimed Suspense Account during the year 1 6040
iii. Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year 1 6040
iv. Aggregate number of shareholders and the outstanding shares lying in Unclaimed Suspense Account at the end of the year 6 58900

*Number of Shares has increased at the end of the year due to change in face value of share

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

26. 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.

27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

According to Section-134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed internal financial control system which ensures the all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by Internal Audit team, Pro Legal Advisory, India, LLP.

28. Deposits

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

29. Particulars of loans, guarantees or investments under section 186. Details of Investments:-

S. No. Date of Investment Details of Investee Amount (In lakhs) Purpose for which the proceeds from investment is proposed to be utilised by the recipient Date of Board resolution Date of special resolution Expected rate of return
1 06.09.2016 LT Foods International Limited, UK 54.15 Business Purpose 31.05.2016* N.A. N.A.
2 01.02.2017 Genoa Rice Mills Private Limited 125.00 Business Purpose 24.01.2017* N.A. N.A.
TOTAL 179.15

* Management Committee Meeting of Board of Directors

Details of Loans:-

S. No. Date of making loan Details of Borrower Amount (In lakhs) Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
1 01.02.2017 Genoa Rice Mills Private Limited 125.00 Working Capital Requirement 3 Years 24.01.2017* N.A 12.50% --

*Management Committee meeting of Board of Directors

Details of Guarantee / Security Provided:

Sl. No. Details of reclipient Amount (In lakhs) Purpose for which the security/guarantee is proposed to be utilised by the recipient
1 Daawat Foods Limited 35883.68 Business purpose
2 Nature Bio Foods Limited 12035.00 -do-
3 Raghunath Agro Industries Private Limited 458.40 -do-
4 LT Foods Europe B.V. 5155.26 -do-

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 separate section forming part of this Annual Report.

A Certificate from the Practicing Company Secretary CS Debasis Dixit, regarding compliance of 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 with the report.

31. Management Discussion and Analysis

The Management Discussion and Analysis Report prepared in accordance of Regulation 34(2)(e) of Listing Regulations forms part of this Annual Report for the year ended 31st March, 2017.

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 complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint of harassment.

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 give major emphasis for Conservation of Energy, and the measures taken previous year were continued. The efficiency of Energy utilisation is being monitored at every Quarter, in order to achieve effective Conservation of Energy. The significant energy conservation during the year were:

Installation of Solar Plant

Over the Years, Renewal energy sector in India has emerged as a significant player in the Grid connected power Generation Capacity. It has been realized that renewable energy has to play a much deeper role in achieving energy security in the years ahead and be an integral part of the energy planning Process. Working in this direction and contributing towards Renewal Energy generation, LT Foods has successfully installed Rooftop Solar Plants of 500 KW & 200 KW at its Bahalgarh & Kamaspur unit respectively.

Energy Savings through High Efficiency Motors:

High-efficiency motor is a term applied to an electric motors whose energy losses have been reduced to a minimum.

Energy efficiency improvements upto 5% are possible if Electrical motors are being replaced with High Efficiency Motors Such step has been taken and during Internal Audits few aged motors were identified which were resulting in overconsumption of Energy. Such motors are being replaced by High Efficiency 2 motors, which helped in reducing the Power consumption.

Lighting:

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

Plant Automation

PLC is an electronic device used in many industries to monitor and control Production Processes. LT Foods at its Bahalgarh unit has initated a step forward to completely automate its Milling Plant through PLC and SCADA. This will help in increasing the Production Efficiency as well as reduction in Power Cost due to optimal use of Resources.

Power Factor

The Company has continued to achieved Power Factor of 0.99 to ensure optimum utilisation of Power.

Power & Fuel Consumption (Bahalgarh Plant)
( Rs in lakhs)
PARTICULARS 2016-17 2015-16
ELECTRICITY
Through Purchases
Units 15,357,320 1,478,419
Total Amount (Rs) 125,704,991 131,107,004
Rate/Unit(Rs) 8.19 8.99
Through Diesel Generator
Units generated 515,993 388,901
TOTAL AMOUNT (Rs) 85,824,285 5,118,150
Cost/Unit (Rs) 16.63 13.61
Power & Fuel Consumption (Varpal Plant)
( Rs in lakhs)
PARTICULARS 2016-17 2015-16
ELECTRICITY
Through Purchases
Units 4,272,220 4,451,984
Total Amount (Rs) 30,718,756 33,478,920
Rate/Unit(Rs) 7.19 7.52
Through Diesel Generator
Units generated 75,600 96,900
TOTAL AMOUNT (Rs) 1,533,930 1,707,690
Cost/Unit (Rs) 20.29 17.62

(b) Technology, Absorption, Adaption and Innovation

Technology is changing day by day. During the years the Company has taken significant steps in adoption of new technologies thus improving overall efficiency of Plants. Similar steps were taken in the current year as well by replacing the lower capacity machines with the New Higher capacity Machines. Some such machines includes the Color Sorters which is one of the critical machine involved in the Rice processing industry. Some of the old lower capacity color sorters were replaced with new upgraded and high capacity machines resulting in reduction of rejection percentage, improvement in final output and increasing overall throughput.

The Company has realised 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 used was Rs 1,689.98 lakhs and the total foreign exchange earned was Rs 78,441.53 lakhs.

( Rs in lakhs)
Particulars March 31, 2017 March 31, 2016
Value of imports on CIF basis
Capital goods 88.38 516.46
Stores and spares 63.50 25.74
Other Food Items 513.17 -
Other 2.53 -
Total 667.58 542.20
Expenditure in foreign currency
Legal fees 54.48 18.14
Interest and other charges to bank 44.81 136.76
Steamer freight 831.71 1,312.44
Sales promotion 292.86 41.57
Commission on export sales 136.20 3,255.76
Others 329.92 404.54
Total 1689.98 5,169.21
Earnings in foreign currency
FOB value of exports
Rice 78,441.53 76,977.49
Total 78,441.53 76,977.49

34. Human Resources

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

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all levels. The enthusiasm amongst employees has enabled the Company to remain at a leadership position in the industry.

35. Directors Responsibility Statement

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

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

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

(c) The directors had taken proper and 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; and

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

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 205A and 205C of the Companies Act, 1956* read with 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 for the financial year 2008-09 to Investor Education and Protection Fund 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 of 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 2009-10 to 2015-16 lies in the respective unpaid dividend account and can be claimed from Companys Register and Share 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 21st September 2016, with the Ministry of Corporate Affairs.

During the year, the Company has transferred unpaid dividend of Rs 5,176,15 to IEPF for dividend declared in 2008-09

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to NSE and BSE where the Companys Shares are listed.

38. Acknowledgements

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

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

DIN:00012203

Chairman & Managing Director

Place: Gurugram

Date: 10/08/2017

ANNEXURE _ III TO DIRECTORS REPORT

FOR THE YEAR ENDED 31ST MARCH, 2017 FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements 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 transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. Particulars Details
No.
a) Name (s) of the related party & nature of relationship Not Applicable
b) Nature of contracts/arrangements/transaction Not Applicable
c) Duration of the contracts/arrangements/transaction Not Applicable
d) Salient terms of the contracts or arrangements or transaction including the value, if any Not Applicable
e) Justification for entering into such contracts or arrangements or transactions Not Applicable
f) Date of approval by the Board Not Applicable
g) Amount paid as advances, if any Not Applicable
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Not Applicable

2. Details of contracts or arrangements or transactions at Arms length basis.

(Rs in lakhs)
S. No. Name of the Related Party & Nature of relationship Nature of Contracts/ Arrangements/Transaction Duration of the Contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value, if any Date of Approval by the Board Amount paid as advances, if any
1. Dawaat Foods Limited (Subsidiary Company) Sales / Purchase / Rent Paid / Interest Received / Purchase of Fixed Assets/ Sale of Fixed Assets / Guarantees given 01.04.16 to 31.03.2017 57,870.35 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
2. Nature Bio Foods Limited (Subsidiary Company) Sales / Purchase / Rent Received / Sale of Fixed Assets / Guarantees given / Misc Income received / Processing charges received 01.04.16 to 31.03.2017 12,989.18 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
3 Kusha Inc. (Subsidiary Company) Sale of Fixed Assets / Sales 01.04.16 to 31.03.2017 5,310.15 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
4 LT Foods Middle East DMCC (Subsidiary Company) Sales 01.04.16 to 31.03.2017 11,174.44 26-05-2016 --
11-08-2016
14-11-2016
10-02-2017
5 Raghunath Agro Industries Private Limited (Company under Same Management) Sales / Purchase / Interest income / Share of profit / Balance payable at the end of year / Guarantees given 01.04.2016 to 31.03.2017 8,687.33 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
6 V.K.Foods (Entities of KMP) Sales / Rent Received 01.04.2016 to 31.03.2017 158.13 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
7 SK Engineering Company (Entities of KMP) Rent 01.04.2016 to 31.03.2017 2.40 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
8 Super Texfab Private Limited (Company under same management) Purchase 01.04.2016 to 31.03.2017 383.05 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
9 LT International Limited (Subsidiary Company) Sale of Services 01.04.2016 to 31.03.2017 60.50 26-05-2016 -
11-08-2016
14-11-2016
10-02-2017
10 LT Foods International Limited UK (Subsidiary Company) Sales 01.04.2016 to 31.03.2017 8,033.14 11-08-2016 -
14-11-2016
10-02-2017
11 Deva Singh Sham Singh Exports Private Limited Sales 01.04.2016 to 31.03.2017 472.22 10-02-2017 -
12 Genoa Rice Mills Private Limited Investment /Inter corporate deposit 01.04.2016 to 31.03.2017 250.00 14-11-2016 -
10-02-2017
13 LT Foods Europe B.V. Guarantees Given 01.04.2016 to 31.03.2017 5155.26 14-11-2016 -
10-02-2017

All material transactions were approved by shareholders in the Annual General meeting of the Company held on 21st September,2016

ANNEXURE _V TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2017

Statement Containing certain financial information of subsidiaries, associate Companies and Joint Ventures of LT Foods Limited as at 31st March 2017

STATEMENT PURSUANT TO FIRST PROVISO TO SUB –SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES,2014 PART-A SUBSIDIARIES

Rs ( in lakhs)
S. No. Name Of The Subsidiary Date Since When Sub- sidiary Was Acquired Reporting Period Of The Subsidiary If Di_erent From The Holding Companys Reporting Period. Reporting Currency And Exchange Rate As On The Last Date Of The Relevant Fi- nancial Year In The Case Of Foreign Subsidiaries. Share Capital Reserves And Surplus Tota Assets Total Liabili- ties Invest- ments Turn Over Profit / Loss Before Tax Provision For Tax Profit / Loss After Tax Proposed Dividend Extent Of Share- holding (In Percent- age)
1 LT Overseas North America, Inc. USA (Wholly Owned Subsidiary) 02.11.2007 31.03.17 USD * 67.70 (12.39) 18.62 142.02 178.71 - (0.33) 1.77 1.44 - 100
2 Kusha, Inc. USA (Fellow Subsidiary) 18.08.1992 31.03.17 USD * 21.00 297.42 829.46 531.04 - 1384.20 105.56 36.70 68.86 - 100
3 LT Foods USA LLC (Wholly Owned Subsidiary) 22.09.2010 31.03.17 USD * - (4.64) 24.20 28.83 - - (0.82) 0.31 (0.51) 100
4 Universal Traders, Inc. (Fellow Subsidiary) 19.07.2012 31.03.17 USD * 0.10 - 0.11 - - 16.60 - - - - 100
5 LT Foods Middle East DMCC (Fellow Subsidiary) 17.04.2013 31.03.17 AED ** 10.00 45.82 328.10 272.28 - 899.85 2.84 - 2.84 - 100
6 Sona Global Ltd. UAE (Wholly Owned Subsidiary) 19.03.2005 31.03.17 AED ** 65.20 6.96 62.39 0.23 10.00 2.40 (0.80) - (0.80) - 100
7 Daawat Foods Limited (Subsidiary) 04.05.2005 31.03.17 INR 1915.53 13938.53 71285.87 57676.23 2244.42 71981.88 5247.64 1253.97 3993.67 - 70.48
8 Nature Bio Foods Limited 25.11.2005 31.03.17 INR 200.00 4170.54 17874.46 13518.06 14.14 24056.65 2219.27 913.41 1305.86 - 100
(Wholly Owned Subsidiary)
9 Expo Services Private Limited (Fellow Subsidiary) 18.12.2009 31.03.17 INR 1.00 22.38 149.39 126.01 - 3.44 (10.02) 0.31 (10.34) - 80
10 SDC Foods India Limited (Subsidiary) 02.01.2009 31.03.17 INR 100.00 (408.11) 61.38 370.69 1.20 3.76 (8.90) - (8.90) - 80
11 Fresco Fruits & Nuts Pvt Limited (Fellow Subsidiary) 28.08.2014 31.03.17 INR 435.69 (542.35) 2.87 109.53 - 145.91 (16.84) 0.09 (16.93) - 84.94
12 LT Agri Services Private Limited (Fellow Subsidiary) 17.04.2009 31.03.17 INR 1.00 (2.15) 0.55 1.69 - - (0.13) - (0.13) - 70.48
13 LT International Limited (Subsidiary) 12.01.1999 31.03.17 INR 200.00 (12.41) 1511.52 1323.93 - 3340.95 45.06 8.63 36.43 - 89.98
14 Raghuvesh Foods & Infra- structure Limited (Subsidiary) 03.09.2010 31.03.17 INR 5.00 (4.92) 5.33 5.25 - 0.17 - - - - 100
15 Raghuvesh Power Projects 07.07.2011 31.03.17 INR 5.00 (5.00) - - - 0.24 (4.03) 0.02 (4.05) - 35.94
Limited (Subsidiary)
16 Raghunath Agro Industries 20.07.2015 31.03.17 INR 424.79 1729.41 7422.23 5268.02 - 20477.75 37.66 11.64 26.02 - 4
Private Limited (Subsidiary)
17 LT Foods International Limited (Wholly owned Subsidiary) 24.06.2016 31.03.17 USD* 0.81 14.51 123.93 115.03 6.42 406.81 18.13 3.63 14.51 - 100
18 LT Foods Europe B.V. (Fellow Subsidiary) 06.09.2016 31.03.17 EURO 5.90 0.78 26.30 19.61 - 0.98 0.98 0.20 0.78 - 100

1. Names of subsidiaries which are yet to commence operations: LT Foods Europe B.V.

2. Names of subsidiaries which have been liquidated or sold during the year: NA

* USD : Exchange Rate as on 31/03/2017 is Rs 64.16 per USD **AED: Exchange Rate as on 31/03/2017 is Rs 18.23 per AED *** EURO: Exchange Rate as on 31/03/2017 is Rs 72.4 per EURO

PART- B ASSOCIATES AND JOINT VENTURES

(Rs in lakhs)
SI. No. Name of Associates or Joint Ventures Raghuvesh Agri Foods Private Limited (Associate) Raghuvesh Warehousing Private Limited (Associate) Raghuvesh Infrastructure Pvt. Ltd. (Associate) Genoa Rice Mills Private Limited (Joint Venture)
1. Last Audited Balance Sheet date 06/04/2017 06/04/2017 24/05/2017 22/05/2017
2. Date on which the Associate or Joint Venture was associated or acquired 20/05/2014 20/05/2014 24/08/2015 06/12/2016
3. Shares of the Associate or Joint Venture held by the company on the year end
No. 1600000 1600000 15000 1250,000
Amount of Investment in the Associate or Joint Venture 160.00 160.00 1.50 125.00
Extent of holding (in percentage) 40 40 30 50
4. Description of how there is significant Influence

Holding More than 20% of Total Share Capital of the Company

5. Reason why the associate/joint venture is not consolidated Not Applicable
6. Networth attributable to shareholding as per latest audited balance sheet 182.44 121.70 4.75 126.36
7. Profit or Loss for the year
(i) Considered in consolidation (39.97) (38.66) - (61.82)
(ii) Not Considered in consolidation (59.95) (57.99) - (61.82)

1. Names of associates or joint ventures which are yet to commence operations: Joint Venture with KAMEDA SEIKA of Japan to manufacture and market rice based snacks in India.The said joint venture will start manufacturing the snack range in sonepat later in financial year 2017-2018 depending on the result of Consumer research.

2. Names of associates or joint ventures which have been liquidated or sold during the year: Nil

For and on behalf of Board of Directors of
LT Foods Limited
Ashwani Kumar Arora Surinder Kumar Arora Monika Chawla Jaggia
Managing Director & CFO Managing Director Company Secretary
DIN:01574773 DIN:01574728 Membership No: F5150

CEO/CFO Certification pursuant to Regulation 17(8) of SEBI( Listing Obligations & Dislcosure Requirements). 2015 for the financial year ending 2016-17.

To

The Board of Directors LT Foods Limited,

Unit-134, 1st Floor, Rectangle-1, Saket District Centre, Saket, New Delhi-110017

This is to certify that

a. We have reviewed financial statements and cash flow statement for the year 2016-17 and that to the best of our knowledge and belief:

I. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading,

II. These statements together present a true and fair view of the Companys affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, defficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these defficiencies.

d. We have indicated to the auditors and the Audit committee,

I. Significant changes in internal control over financial reporting during the year,

II. Significant change in accounting policies during the year and that the same have been disclosed in the notes to the financial statements and

III. Instances of significant fraud of which we have become aware and the involvement therein, ifany, of the management or an employee having a significant role in the companys internal control system over financial reporting.

Thanking you,
For LT Foods Limited
Place: Gurugram Ashwani Kumar Arora
Date: 25/05/2017 Chief Executive Officer