L T Foods Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

1. Financial Performance of the Company (Standalone)

(Rs. In Lakhs)
Particulars Financial Year (2019-20) Financial Year (2018-19)
Gross Income 237778.53 221009.09
Profit Before Interest and Depreciation 19920.01 18302.79
Finance Charges 6009.91 7644.44
Gross Profit 43969.90 41137.28
Provision for Depreciation 2645.21 2336.18
Net Profit Before Tax 11264.89 8322.17
Net Profit After Tax 8516.26 5448.54
Balance of Profit brought forward 34820.38 29917.83
Balance available for appropriation 40758.13 34820.38
Proposed Dividend on Equity Shares 2078.99 479.76
Tax on proposed Dividend 427.34 98.62
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 40758.13 34820.38

2. Companys working during the year

On consolidated basis, Companys revenue for FY 20 was up by 7% at Rs. 4,184 crore on year-on- year basis. The strategic intent of the Company has been to focus on our consumer business. With continued focus our consumer business was up by 14% and the share of our branded rice portfolio increased to 74% vs 69% last year.

The Gross Margins expanded by 174 bps to 26.7% vs. 24.9% last year. In absolute terms, Gross Profit was up by 14% on year-on-year basis at Rs. 1,117 crore. This was on account of increase in the contribution of consumer business and strong growth from all the geographies. This is to further highlight that our Premium & mid-price product range achieved double digit growth on year-on- year basis.

The EBITDA margins expanded by 140 bps to 12.2% vs. 10.8% last year. In absolute terms EBITDA was up by 21% on year-on-year basis from Rs. 421 crore to Rs. 509 crore due to better Gross Profit and operational efficiencies. The Profit before Tax was up by 30% to Rs. 277 crore from Rs. 214 crore on year- on-year basis due to lower interest cost. The Profit After Tax increased by 45% to Rs. 199 crore on year- on-year basis while the margins expanded by 125 bps to 4.8%. This led to an increase in Earnings Per Share by 46% to Rs. 5.77 from Rs. 3.96 on year-on- year basis.

Moving on to the geographical split - Indias Consumer Business was up by 4% on year-on-year basis at Rs. 986 crore and International Consumer Business was up by 20% on year-on-year basis at Rs. 1,645 crore. All the geographies performed as per the assumptions. Our US business saw a double digit growth in revenue terms and the recently launched Ready-to-Heat business in the US was well received by the consumers and its sales were more than doubled in the fourth quarter of this financial year. Our Europe business has been performing well quarter on quarter and became PAT positive in during the year.

Our organic business revenue stood at Rs. 367 crore and contributes c. 9% to the overall revenue. The business had experienced a fall in its soya meal business in the first half of the year with the companys plan to move into valued added soy meal processing, the business has seen a ramp up in the second half with implementation of a dedicated organic soy meal processing in a record time of around 3 months. The plant is running at full capacity to cater to the large orders received from global customers.

The Company also worked on strengthening its Balance Sheet. The Companys net worth was up by 11.5% to Rs. 1,599 crore led by strong accruals. The overall debt (bank borrowing) of the Company was down by Rs. 215 crore to Rs. 1435 crore. The debt- equity ratio improved from 1.15 times to 0.90 times. Long term debt to equity has reduced to negligible levels of 0.14 times from 0.17 times last year. This is to reiterate that majority of our debt is working capital Debt which is required because of the nature our business and our focus is to maintain the debt to EBITDA ratio to less than 3 times.

Because of our continuous focus on working capital optimization, our net working capital has reduced by 19 days to 231 days which has helped in reducing short term debt by Rs. 193 crore to Rs. 1,228 crore. Interest coverage ratio has also improved significantly from 2.5 to 3.1 year-on- year basis. Current ratio has also improved to 1.52 from 1.43 on year-on-year basis. Return on Capital Employed also improved by 230 bps to 13.6%.

The Cash generated by Operations was up by 365% on year-on-year basis to Rs. 477 crore. The Company also declared an Interim Dividend of Re. 0.50 per share on its fully paid up shares. On standalone basis, Companys revenue for FY 20 was up by 8% at Rs. 2,378 crore on year-on-year basis. The Gross Margins stood at 18.5% and the Gross Profit was up by 7% on year-on-year basis at Rs. 440 crore. The EBITDA margins stood at 8.4% and in absolute terms EBITDA was up by 9% on year-on-year basis from Rs. 183 crore to Rs. 199 crore. The Profit before Tax was up by 35% to Rs. 113 crore from Rs. 83 crore on year-on-year basis due to lower interest cost. The Profit After Tax increased by 56% to Rs. 85 crore from Rs. 54 crore on year-on-year basis while the margins expanded by 112 bps to 3.6%. This led to an increase in Earnings Per Share by 56% to Rs. 2.66 from Rs. 1.70 on year-on-year basis.

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

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

4. Dividend

The Board of Directors has recommended and paid Rs.0.50 per share as interim dividend for the financial year 2019-20 and decided to retain back the remaining earnings.

5. Reserves

Out of the amount available for appropriation, the Companys Directors proposed to transfer NIL amount to General Reserve and retain to Profit and Loss Account.

6. Share Capital

There was no change in the share capital during the financial year 2019-20.

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

Mrs. Radha Singh and Mr. Parmod Bhagat resigned on 06th February 2020.

Mrs. Neeru Singh was appointed as Additional Director through resolution passed by circulation on 17th March 2020.

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:

As per rule 5(3) of Companies (Appointment and Remuneration) Rules, 2014, the employees who draw salary exceeding the limits of H1.02 Crore is as follows:

1. Ratio of remuneration of each Director to median remuneration of employees
Vijay Kumar Arora 1:31
Ashwani Kumar Arora 1:31
2. Percentage increase in remuneration of each director and KMPs*
Vijay Kumar Arora Nil
Surinder Kumar Arora NA
Ashwani Kumar Arora Nil
Monika Chawla Jaggia 5%
3. Percentage increase in the median remuneration of employees 7%
4. Number of permanent employees 888
5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile increase in managerial remuneration and justification
Managerial Increase 5%
Non Managerial Increase 9%
6. Affirmation that the remuneration is as per the remuneration policy of the Company Yes

*The Company has not paid any remuneration to its Non-Executive Directors

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

Name Designation Remuneration (in lakhs) Nature of employment Qualification Experience Age Last employment % of shares held
Vijay Kumar Arora Managing Director 213.42 Permanent B.Sc. 44 62 NA 7.19
Ashwani Kumar Arora Managing Director 211.22 Permanent B COM 32 53 NA 7.19

9. Board Meetings

During the year, seven Board Meetings were held, the dates on which these meeting were held are 16th May, 2019, 8th Aug 2019, 9th August 2019, 07th November, 2019, 13th December 2019 ,06th February, 2020 and 12thFebruary 2020.

Apart from the Board Meetings mentioned above, the Board decided urgent businesses through resolution by circulation also. A resolution was passed through circulation on 17th March 2020 for appointment of Ms. Neeru Singh as Additional Director.

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

10. Performance Evaluation

In pursuance of Section 178 of the Companies Act, 2013 read with Regulation 4(2), 17(10) and 19(4) read with Schedule II Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards-I, the Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of Independent Directors, Executive Directors and of the Board as a whole as well as working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees has been carried out during the financial year 2019-20.

The Independent Directors of the Company met separately on 06th February 2020 without the presence of Non-Independent Directors and inter- alia reviewed the performance of the members of management, Executive Directors, Board as a whole, performance of the Chairman of the Company and the Committees

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

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance.

The Directors duly completed with the evaluation process.

It was further acknowledged that every individual Member and Committee of the Board has contributed best in the growth to the organization.

11. Statement of Declaration by Independent Director(s) and re- appointment, if any

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

12. Remuneration Policy

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

The salient features of Remuneration policy are as follows:

- To formulate a criteria for determining qualifications, positive attributes and independence of a Director

- To recommend to the Board, the appointment and removal of Senior Management

- To carry out evaluation of Directors performance and recommend to the Board appointment/ removal based on his/ her performance.

- To recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive

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

- Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks,

- To devise a policy on Board diversity

- To develop a succession plan for the Board with segregated succession readiness of the management council and executive.

13. Details of Subsidiary/Joint Ventures/ Associate Companies

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

During the year, the Company generated a revenue of H 4,184 Crores at group level. Its subsidiaries played a major role in contributing to the overall revenue. LT Foods Americas (formerly known as Kushal Inc), the fellow subsidiary of the Company contributed approx. 37% to the overall revenue. Daawat Foods Limited, a majority owned subsidiary contributed 24% to the total revenue. The organic arm NBFL, a wholly owned subsidiary contributed approx. 9% 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 shall also make available copy thereof upon specific request by any member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

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

During the year, Expo Services, fellow subsidiary of the Company was closed under voluntary strike off.

14. Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the Annual General Meeting held on 18th September 2015, for a term of five consecutive years. Accordingly, their term of 10 years will expire on the conclusion of 30th Annual General Meeting to be held in year 2020. As per the provisions of Section 139 of the Companies Act, 2013, the company is required to appoint new statutory auditors .Therefore, the Board in its meeting held on 30th July 2020 proposed M/s MSKA & Associates Chartered Accountants as statutory auditors of the Company.

The appointment of new auditors is subject to the approval of shareholders in the ensuing annual general meeting. M/s MSKA & Associates has given their consent to be appointed as Statutory Auditors of the Company and have confirmed that they are not disqualified under any provisions of Section 141(3) of Companies Act, 2013 and also their engagement with the Company is within the prescribed limits under Section 141 (3)(g) of Companies Act, 2013

15. Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

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

16. Audit Committee

In pursuance of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Audit Committee and the details in respect of the composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

17. Secretarial Audit Report

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

(i) Delay in filing forms: Due to oversight, the Company has delayed in filing few 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- Out of the total CSR expenditure required to be made, the Company has spent 54% and the remaining amount will be spent in the next financial year in compliance with Section-135 of the Companies Act, 2013

(iii) Delay in filing of Annual Performance Report- The Company has submitted Annual Performance Report late for its wholly owned subsidiary LT Foods International Limited, UK due to delay in audit. The Company has filed for condonation for delay for the same.

(iv) Non-Intimation to controlling authority under Payment of Gratuity Act, 1972 and delay in payment of gratuity to ex-employees- The Company will give intimation to controlling authority whenever gratuity is due for an employee along with the amount of gratuity and the payment of the gratuity was duly made to all ex- employees of the Company.

(v) Inadequate composition of Directors- The Company is making all efforts to appoint one more Independent Director on the Board of Directors.

(vi) Appointment of Independent Director on the Board of material subsidiary- The Company will appoint one of its Independent Director on the Board of its Foreign material subsidiary LT Foods Americas.

18. Internal Audit & Controls

In terms of compliance of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) rules, 2014, the Company continues to engage Pro Advisory India LLP as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations. 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 are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy can be found on the following link http://www. ltgroup.in/pdf/whistle-blower-policy.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 a policy on Whistle Blower formulated in terms of Listing agreement and thereby informed the employees through internal circular, about their right to report any instance of leak or suspected leak of UPSI under the guard of the said policy in place.

20. Risk Management Policy

LT has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management at regular intervals. The Board of Directors of the Company has adopted Risk Management Policy and the same is available at weblink http://www.ltgroup.in/pdf/LT-Foods%20 -Risk-Management.pdf

21. Extract of Annual Return:

Pursuant to the requirements of Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in MGT 9 has been made a part of this Annual Report as ANNEXURE I.The annual return can also be found on the following link www.ltgroup.in under investors updates http:// ltgroup.in/pdf/Annual Return 2020.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 have 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 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.

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

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

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

25. Deposits

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

26. Cost Record

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

27. Particulars of loans, guarantees or investments

The Company has not made any investments within the preview of Section 186 of the Companies Act, 2013. However, the details of loans and guarantees given are as follows:-

Details of loans

S. Date of No loan Name of the Company Amount (H In lakhs) Purpose for which loan was given Date of Board meeting/ Management Committee resolution Rate of interest charged
1 31-03-2020 Raghuvesh Warehousing Private Limited 245.09 Business 31.03.2020 10%
2 31-03-2020 RaghuveshAgri Foods Private Limited 328.49 Business 31.03.2020 10%

Details of Guarantees

S. Details of recipient No Amount (In Lakhs) Purpose for which the security/ guarantee is proposed to be utilized by the recipient
1 Daawat Foods Limited 22392.02 Working capital loan
2 Nature Bio Foods Limited 7601.19 -do-
3 Raghunath Agro Industries Private Limited 3799.07 -do-
4 LT Foods Europe BV 6899.25 Working capital loan & loan against plant and machinery

28.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. With reference to Section 134(3) (h) of Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) entered by the Company during the financial year are in ordinary course of business and on arms-length basis.

29. Corporate Governance Certificate

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A Certificate from the Practicing Company Secretary CS Debasis Dixit, regarding compliance of the conditions of corporate governance as stipulated in Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed to the report.

30. Management Discussion and Analysis

The Management Discussion and Analysis Report prepared in accordance with the Regulation 34(2) (e) of Listing Regulations forms part of this Annual Report for the year ended 31st March 2020.

31. 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 was notified on 9th December 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place of any women employee.

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

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

a) Conservation of energy

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

• Machine output plays a vital role in energy consumption. This year, we worked on increasing the plant throughput with better production planning and as a result of this initiative, we were 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 2019-20 2018-19
ELECTRICITY
Through Purchases Units 21075703 21232165
Total Amount (H) 165113421 174677348
Rate/Unit(H) 7.83 8.23
Through Diesel Generator Units generated 429082 610449
TOTAL AMOUNT (H) 8735314 13298009
Cost/Unit (H) 20.36 21.78

Power & Fuel Consumption (Varpal Plant)

Particulars 2019-20 2018-19
ELECTRICITY
Through Purchases Units 4836317 4520910
Total Amount (H) 33536661 30723036
Rate/Unit ( H) 6.93 6.80
Through Diesel Generator Units generated 91900 73000
TOTAL AMOUNT (H) 2242728 1846860
Cost/Unit (H) 24.40 25.30

(b) Technology, Absorption, Adaption and Innovation

Digitization is the need of the hour and LT Foods has successfully taken a big leap in this direction, the digitization initiative, although was in place in previous year as well but infusion of more technology drive initiatives and knowledge base took place in the year 2019-20.

• Real time dashboard representation of the critical KPIs directly fetching the information from SAP system.

• As a pilot project, we are planning to introduce QR based inventory Management and Control in one section which at later stages will cover overall inventory control.

• We are planning to initiate a project on inventory optimization across the group.

• All the KPIs for measuring the performance of a department like the Production, replenishment, inventory management all are being deployed on the Power BI platform with real time information.

• Further we are working in direction to provide real time visibility of the orders to our customers both for India and overseas.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange spent was Rs.4225.06 Lakhs and the total foreign exchange earned was Rs.99225.84 Lakhs.

(Rs In Lakhs)
Particulars March 31, 2020 March 31, 2019
Value of imports on CIF basis Capital goods 30.64 608.24
Stores and spares 81.99 174.92
Other Food Items -
Other -
Total 112.63 791.17
Expenditure in foreign currency Legal fees 110.61 142.83
Interest and other charges to bank 965.82 766.22
Steamer freight 2563.90 1131.41
Sales promotion 37.89 76.29
Commission on export sales 364.06 34.05
Others 70.16 119.75
Total 4112.43 2270.56
Earnings in foreign currency FOB value of exports Rice 99225.84 88776.79
Total 99225.84 88776.79

33. 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).

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. We at LT Foods focus on creating effective workforce to ensure alignment with our LT competency framework and values. We as Organization continuously provide effective Learning & development process for employee to upscale themselves on knowledge, skill and competencies through Competency Based training, Class Room Training SDS, Behavioural & Technical Trainings, etc. LT foods strongly believes on engaging their employees to ensure optimum productivity and satisfaction to our employees. During the year, the Company was certified as Great Place To Work by Great Place To Work@ Institute.

35. Directors Responsibility Statement

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

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

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

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

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

36. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 124 and 125 of the Companies Act, 2013, the dividend which remains unpaid/ unclaimed for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government No dividend was declared for the financial year 2011-12, therefore no amount was transferred to IEPF account in the f/y 2019-2020

Further the amount of Dividend unclaimed/ unpaid for the financial year 2012-13 to 2018-19 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 f/y 2012-13, is due to be transferred to IEPF account in the f/y 2020-2021.

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, 2019 with the Ministry of Corporate Affairs on its website.

37. Listing with Stock Exchanges:

The Company is listed with both National Stock Exchange of India Limited and BSE Limited. The Listing details are as follows:

BSE Limited : 532783

National Stock Exchange of India Limited:

DAAWAT

ISIN: INE818H01020

38. Compliance with Secretarial Standards

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

39. Acknowledgements

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

For and on behalf of the Board of Directors
Sd/-
Vijay Kumar Arora
Place: Gurugram Chairman & Managing Director
Date: 30th July 2020 DIN:00012203 91