L T Foods Ltd Directors Report.


The Members,

Your Directors take pleasure in presenting their 29th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2019.

( In lakhs)
Financial Year Financial Year
(2018-19) (2017-18)
Gross Income 221,009.09 215,665.84
Profit Before Interest and Depreciation 18,302.79 15,697.02
Finance Charges 7,644.44 8,529.51
Gross Profit 41,137.28 39,967.55
Provision for Depreciation 2,336.18 1,810.23
Net Profit Before Tax 8,322.17 5,357.28
Net Profit A_er Tax 5,448.54 4,195.54
Balance of Profit brought forward 29,917.83 26,328.58
Balance available for Appropriation 34,820.38 29,917.82
Proposed Dividend on Equity Shares 479.76 400.12
Tax on proposed Dividend 98.62 81.45
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 34,820.38 29,917.82


On standalone basis, our total revenue stood at 2210 crore higher by 2.5% year-on-year. The gross profit stood at 411 crore. Profit after tax stood at 54 crore as compared to 42 crore in FY 2017-18, representing a growth of 30% year-on-year. This led to resultant EPS of 1.70 per share by 14%. EPS is based on fully diluted basis adjusted for the stock split from 10 per share to 1 per share.

Our consolidated revenue stood at 3,915 crore higher by 7% year-on-year driven by higher contribution of branded sales. The gross profit stood at 976 crore. EBITDA stood at 421 crore, an increase of 2% on year-on-year basis translating to EBITDA margin to 10.8% as compared to 11.3% in the last year.

Our consolidated profit before tax during the year stood at

214 crore. Profit after tax stood at 137 crore as compared to 144 crore in financial year 2019. This led to resultant improvement in EPS to 3.96 per share. EPS is based on fully diluted basis adjusted for stock split from 10 per share to 1 per share. Moving on geographical revenue and realisation breakup branded India sales stood at 947 crore up by 6% year-on-year while the average realisation during the year increased to 53 per kg resulting in an increase of 3%. International branded sales came in at 1371 crore a growth of 11% while the average realisation increased to 103 per kg higher by 8%.

Our organic business, stood at 372 crore, up by 3% contributing 9.5% to the overall revenue.

The focus has been on strengthening the consumer business both in India and theInternational market, which is depicted in the overall growth of our consumer business that is 8%.

Our Branded business has grown by 9% in value terms on year-on-year basis in FY 2018-19, that was primarily driven by an increase of 6% in India and 11% in International branded business.

The contribution of branded business to overall basmati rice volumes increased from 69% to 70% in financial year 2018-2019 driven by consistent brand investments, strengthening the supply chain, adopting channel wise strategy to strengthen out footprint in all the channels, be it the general trade, modern trade or wholesale or online business.

Our credit rating has also been reaffirmend by CRISIL to A-with Positive outlook for the financial year 2018-19.


During the year under review, there were no major changes in the business.


The Board of Directors recommended 0.15 per share dividend for FY 2018-19 and decided to retain the remaining earnings.


Out of the amount available for appropriation, the Companys Directors proposed to transfer no sum to the General Reserve and retain 29,917.82 lakhs in the profit and loss account.


The paid up equity share capital of the Company as on March 31, 2019 was 3,198 lakhs. There has been no change is share capital during the year 2018-19.


During FY 2018-19, there were no recorded appointment or resignation of Director or Key Managerial Personnel.


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 1:33
Ashwani Kumar Arora 1:33
Surinder Kumar Arora NA
2. Percentage increase in remuneration of each director and KMPs
Vijay Kumar Arora 10%
Surinder Kumar Arora Nil
Ashwani Kumar Arora 10%
Monika Chawla Jaggia Nil
3. Percentage increase in the median remuneration of employees NA
4. Number of permanent employees 897
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and justification
Managerial Increase Nil
Non-managerial increase 6%
6. Affirmation that the remuneration is as per the remuneration Yes
policy of the Company

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

Name Designation Remuneration Nature of employment Qualification Experience Age Last employment % of shares held
(in crore)
Vijay Kumar Arora Managing Director 2.11 Permanent B.Sc. 43 61 NA 6.66
Ashwani Kumar Arora Managing Director 2.11 Permanent B.Com 31 52 NA 6.66


During the year, six Board meetings were held, the dates on which these meeting were held are May 24, 2018, August 13, 2018, August 31, 2018, November 14, 2018, February 05, 2019 and March 06, 2019. 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.


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 performance evaluation process of Independent Directors, Executive Directors and the Board as a whole as well as functioning of its Audit, Nomination and Remuneration Committee, CSR Committee, Governance Committee Stakeholders and Relationship Committee, etc. has been carried out during FY 2018-19.

The Independent Directors of the Company met separately on February 05, 2019 without the presence of Non-independent Directors and inter-alia reviewed the performance of the members of the Management, Non-independent Directors, and the Board as a whole. Additionally, the performance of the Chairman of the Company and the functioning of the Committees were evaluated taking into consideration the views of the Executive and the Non-executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors also carried out evaluation of every Independent Directors performance during the year. The Board members submitted to the Nomination and Remuneration Committee, their response on a scale of 1 to 5 (Performance needs improvement to Excellent), for evaluating the entire Board, and respective Committees including Chairman of the Board.

The Nomination and Remuneration Committee also carried out evaluation of every Directors performance. The Board has duly completed with the evaluation process.

It was further acknowledged that every individual member and Committee of the Board has contributed to the best of their potential to the growth of the organisation.


All the Independent Directors have given their independency declaration as provided in sub-section (6) of Section 149 of the Companies Act, 2013.


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 with Section 178 (4) of the Companies Act, 2013. The Remuneration policy can be referred to at weblink http:// www.ltgroup.in/pdf/LT-Foods-Remuneration-Policy.pdf

The salient features of the 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,

Remuneration payable 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 advise the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive

• To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company, subject to the provision of the law and their service contract

• To 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.


Pursuant to sub-section (3) of Section 129 of the Act, the document containing salient features of the financial statement of Companys subsidiaries, associate or joint venture is given as Annexure-V [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].

During the year, the Company generated a revenue of 3915 crore at group level. Its subsidiaries played a major role in contributing to the overall revenue. LT Foods, Americas (formerly known as Kusha Inc, the fellow subsidiary of the Company, contributed ~35% to the overall revenue. . The organic arm NBFL, a wholly owned subsidiary contributed ~9% to the group revenue.

Additionally, the annual accounts and related documents of the subsidiary company will be kept open for inspection at the registered and the 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. Besides, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

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

During the year, the Companys subsidiary Nature Bio Foods Limited incorporated a wholly owned subsidiary Ecopure Specialties Limited. The Company has written off its investment made in Joint venture Company Genoa Rice Mills Private Limited. Raghuvesh Power Projects Limited and Nature Bio Foods Inc ceased to be fellow subsidiary due to their strike off/winding up during the year. Raghuvesh Foods

& Infrastructure Limited, a wholly owned subsidiary of the company has applied to ROC for striking off under Section- 248 and the same was under process of striking off.


M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 18, 2015, for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by members at every Annual General Meeting.

However, in accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditor has confirmed that they are not disqualified under any provisions of Section 141(3) of Companies Act, 2013 and also their engagement with the Company is within the prescribed limits under Section 141 (3)(g) of Companies Act, 2013.


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.

There were no instances of fraud reported by the Statutory Auditors under Section-143(12) of the Companies Act, 2013, read with rules framed thereunder, either to the Company or the Central Government.


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 with respect to the composition of the Audit Committee of the Company is given in its Corporate Governance 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 with this report. The point-wise comments are enumerated as follows.

Reply to the observations in the Secretarial Audit

(i) Delay in filing forms- Due to oversight, the Company has delayed in filing some of the forms within prescribed time frame of the Companies Act, 2013. The applicable additional fees has been paid to Ministry of Corporate Affairs

(ii) CSR spent - The Company has not spent the entire amount on CSR. It will spend the entire amount in the coming years in compliance with Section-135 of the Companies Act, 2013

(iii) Gratuity payment to ex- employees- The Company has duly paid gratuity to ex-employees of the Company.


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, operational efficiency, effectiveness of systems and processes, statutory compliances, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency of operations.


In pursuant to the provisions of Section 177(9) and (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 at www.ltgroup.in, under investors/policy documents/Vigil Mechanism Policy on the website of the Company. In terms of amendment in regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, there is a mandate of a listed Company to have a whistle-blower policy and make employees aware of such a policy to enable them to report instances of leak of unpublished price sensitive information. The company already has a whistle blower policy in place, which has been formulated in accordance with the Listing agreement. The presence of this policy has been communicated to the employees through an internal circular, so as to apprise them of their right to report any instance of leak or suspected leak of UPSI.


The Company has in place comprehensive risk assessment and minimisation procedures, which are reviewed by the top management at regular intervals.


Pursuant to the requirements of Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in MGT 9 has been made a part of this Annual Report as Anneure I. The annual return can also be found at www.ltgroup.in, under investors updates http://ltgroup.in/pdf/Annual%20Return-2019.pdf on the website of the Company

22. 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 changes in the business, which may affect financial position of the Company.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the 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 and the Companys operations in future.



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 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.


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


The Central Government has not specified maintenance of cost record under section 148(1) of the Companies Act, 2013 with respect to our Companys product.


The Company has not granted any loans falling within the preview of Section 186 of the Companies Act, 2013, however the details of Investments made and security or guarantee given are as follows : Details of investments:

Date of investment Name of the Company Amount – ( In lakhs) Purpose for which the proceeds from investment is proposed to be utilised by the recipient Date of Board/ Management Committee resolution Date of special resolution Expected rate of return
1 28.03.2019 Daawat Foods Limited 2,000.00 Business Purpose 06.03.2019 N.A. N.A.
2 18.10.2018 Daawat Kameda India Private Limited 2,234.79 Business Purpose 09.10.2018 N.A. N.A.


Details of Guarantee/Security Provided:
Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilised by the recipient
( In lakhs)
1 Daawat Foods Limited 21,938.48 Working capital loan
2 Nature Bio Foods Limited 8,746.91 -do-
3 Raghunath Agro Industries Private Limited 5,038.18 -do-
4 LT Foods Europe BV 13,442.52 Working capital loan


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 entered into by the Company, under Section 188(1) during the financial year are in ordinary course of business and on arms length basis.


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 with 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.


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 March 31, 2019.


In order to prevent sexual harassment of women at workplace, the implementation of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 09, 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 workplace 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 the said policy. During the year, the Company has received one compliant which was duly resolved and the report on the same was filed with District office/ Chairperson, District Complaints Cell Committee, Vikas Sadan, Gurugram.


The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of Energy

The Company continued to place major emphasis on energy conservation and the measures taken during the previous year were continued. The efficiency of energy utilisation is being monitored in every quarter in order to achieve effective conservation of energy.

LT Foods has taken several initiatives towards this direction and have been working both towards energy conservation and new technology absorption.

Energy Conservation

1. Reduction of line losses – With effective power factor control methods, we were able to reduce line losses by a significant amount

2. Efficiency improvement of motors – We were able to reduce failure rates of motors, thereby bringing down power consumption which gets increased due to repair. Also some inefficient motors were declared obsolete and replaced

3. All street/tower lights were replaced with LED lights to reduce energy consumption, alongside optimising lights

4. Modification in some compressed air lines done which led to improved efficiency of compressors

Technology Absorption

1. All new lightning and some AC provided through timers to minimise energy consumption

2. Process automation was upgraded at Sella Plant to provide better quality as well as productivity

3. New, state-of-the-art warehouse has been set up at Bahalgarh with hi-tech solutions for seamless operations and digital proficiencies

Power and fuel consumption (Bahalgarh plant)

( In lakhs)
Particulars March 31, 2019 March 31, 2018
Through Purchases
Units 21,232,165 16,482,612
Total Amount () 1,746.77 1,318.30
Rate/Unit( ) 8.23 8.00
Through Diesel Generator
Units generated 610,449 630,733
TOTAL AMOUNT 132.98 109.94
Cost/Unit () 21.78 17.43
Power and fuel consumption (Varpal plant) ( In lakhs)
Particulars March 31, 2019 March 31, 2018
Through Purchases
Units 4,520,910 4,825,700
Total Amount () 307.23 332.33
Rate/Unit () 6.80 6.89
Through Diesel Generator
Units generated 73,000 73,400
TOTAL AMOUNT 18.47 12.52
Cost/Unit () 25.30 17.06

(b) Technology, Absorption, Adaption and Innovation

Technology is changing day by day. Over the years, the Company has taken significant steps in adoption of new technologies, thus improving overall efficiency of plants. Similar steps were taken in the year under review as well by replacing the lower capacity machines with the new, higher capacity machines. Some such machines include the color sorters which is one of the critical machines involved in the rice processing industry. Some of the old, lower capacity colour sorters, were replaced with new, upgraded and high capacity machines resulting in reduction of rejection percentage, improvement in final output and increasing overall efficiency.

The Company has realised and agrees that 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 the Manufacturing Excellence and Improvement Programme. The key highlights of this improvement drive were – 5S, Maintenance Improvement Techniques, Reliability Matrix, MTTR & MTBF etc. and so on, which are highly beneficial and globally accepted programmes for process improvement.

(c) Foreign exchange earnings and outgo

During the year, the total foreign exchange spend was 2,270.56 lakhs and the total foreign exchange earned was 88,776.79 lakhs.

( In lakhs)
Particulars March 31, 2019 March 31, 2018
Value of Imports on CIF basis
Capital Goods 608.24 852.19
Stores and Spares 174.92 37.00
Other Food Items - -
Other 8.01 -
Total 791.17 889.19
Expenditure in
Foreign Currency
Legal Fees 142.83 177.60
Interest and other charges to bank 766.22 807.78
Steamer Freight 1,131.41 901.17
Sales Promotion 76.29 113.89
Commission on Export Sales 34.05 26.21
Others 119.75 662.16
Total 2,270.56 2,688.80
Earnings in Foreign Currency
FOB Value of Exports
Rice 88,776.79 86,409.73
Total 88,776.79 86,409.73


The disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR activities is detailed in Annexure II.


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

The Company continuously invests in attraction, retention and development of talent. A number of programmes 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 also maintains healthy, cordial and harmonious industrial relations at all levels. The enthusiasm of employees have enabled the Company to maintain its leadership position in the industry.


Pursuant to Section-134(3)(C) of the Companies Act, 2013, based on the representations received from the operating management and 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 of 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

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively

(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.


Pursuant to Sections 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 transferred unclaimed dividend of 194,740/- for FY 2010-11 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 with the Investor Education and Protection Fund Authority (Accounting, audit, transfer and refund) Rules, 2016.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) the Company in the previous year 2018-19 has transferred 41,680 equity shares, which belongs to the shareholders whose dividend was not paid or claimed for seven consecutive years or more, to the demat account of IEPF Authority.

Additionally, the amount of dividend unclaimed/unpaid for FY 2011-12 to 2017-18 lies in the respective unpaid dividend account and can be claimed from the Companys Registrar and Transfer Agent i.e. Big Share Services Private Limited, before the due date for transfer of the same in IEPF account.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company uploaded the details of unpaid and unclaimed amounts lying with the Company, as on September 24, 2018, with the Ministry of Corporate Affairs.


The Company confirms that it paid the Annual Listing fees for FY 2018-19 to NSE and BSE where the Companys shares are listed.


The Company duly followed the applicable secretarial standards, SS-1 and SS-2 relating to meeting of the Board of Directors and General Meeting, respectively.


The Companys Directors place on record their gratitude to all Stakeholders for their assistance, cooperation and encouragement. The Directors also wish to place on record their sincere thanks to all stakeholders for their outstanding performance.

For and on behalf of the Board of Directors
Vijay Kumar Arora
Place: Gurugram Chairman & Managing Director
Date: August 08, 2019 DIN:00012203


Annexure Content
I. Annual Return Extracts in MGT 9
II. Report on Corporate Social Responsibility
III. AOC 2 – Related Party Transactions disclosure
IV. MR-3 Secretarial Audit Report
V. Details of subsidiaries and Joint Venture in AOC-1