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Directors Report of Foods & Inns Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Company's Directors are pleased to present 43rd Annual Report along with Audited Statement of Accounts for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

Standalone

2014 - 2015 2013 - 2014 (Rs.) (Rs.)

Profit/ (Loss) before tax 15,69,79,903 5,76,26,200

Provision for Taxation 3,50,00,000 1,19,27,567

Tax Adjustments of Earlier Years (93,513) NIL

Deferred tax (44,19,891) 52,10,951

MAT Credit (5,41,675) (1,10,28,726)

Profit after Tax 12,70,34,982 5,15,16,408

Prior period adjustments NIL NIL

Balance Brought Forward 4,14,20,330 (31,76,587)

Profit / (Loss) Available for 16,84,55,312 4,83,39,821 Appropriation

Appropriations

Proposed Dividend 36,27,600 26,11,872

Tax on Dividend 6,27,720 4,43,888

Transfer to General Reserves 4,00,00,000 38,63,731

Balance carried to Balance Sheet 12,41,99,992 4,14,20,330

Consolidated

2014 - 2015 2013 - 2014 (Rs.) (Rs.)

Profit/ (Loss) before tax 15,48,68,760 5,92,06,468

Provision for Taxation 3,50,00,000 1,19,27,567

Tax Adjustments of Earlier Years (93,513) NIL

Deferred tax (44,19,891) 52,10,951

MAT Credit (5,41,675) (1,10,28,726)

Profit after Tax 12,49,23,840 5,30,96,681

Prior period adjustments NIL NIL

Balance Brought Forward 4,22,23,588 (39,53,602)

Profit / (Loss) Available for 16,84,34,330 4,91,43,079 Appropriation

Appropriations

Proposed Dividend 36,27,600 26,11,872

Tax on Dividend 6,27,720 4,43,888

Transfer to General Reserves 4,00,00,000 38,63,731

Balance carried to Balance Sheet 12,41,79,010 4,22,23,588

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31, 2015 the turnover of the Company is Rs. 360.76 crores as compared to Rs.304.92 crores for the year ended on March 31, 2014. The Company made a profit before tax of Rs.15.70 crores during the year ended March 31,2015 against the profit before tax of Rs.5.76 crores during the year ended on March 31, 2014.The Company's exports during the year was Rs.229.40 crores (Rs.217.21 crores) and domestic sale was Rs.131.36 crores (Rs.87.71 crores). This translates into a ratio of 63.59% to 36.41 % (71.23% to 28.77%) between exports and domestic sales.

As per the Consolidated Financials for year ended on March 31, 2015 the turnover of the Company is Rs. 360.76 crores as compared to Rs.305.10 crores for the year ended on March 31, 2014. The Company made a profit before tax of Rs.15.49 crores during the year ended March 31, 2015 against the profit before tax of Rs.5.92 crores during the year ended on March 31, 2014.

3. COMPANY'S PERFORMANCE

The company achieved a growth in the sales because of major spurt in domestic sales and higher value addition on special quality products processed for key Japanese and European buyers.

The company has an ongoing capacity expansion program by up gradation and expansion of the capacities.

The commissioning of the new spray drying plant has been delayed due to unforeseen technical issues which are being resolved by the project consultants. The plant is now expected to be commissioned before end of the current financial year

5. DIVIDEND

Your Directors have recommended a dividend of Rs. 2.50 (i.e. 25%) per equity share (last year Rs. 1.80 per equity share) for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

6. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 4.00 crores to the general reserves out of the amount available for appropriation and an amount of Rs.12.42 crores are proposed to be retained in the profit and loss account.

7. FIXED DEPOSITS

During the year under review, your Company did not accept any new deposits within the meaning of provisions of Chapter V- (Acceptance of Deposits by Companies) as per the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The deposits of Rs. 2.75 crores accepted prior to 01-04-2014, are outstanding as on the date of the balance sheet which will be repaid on or before the due date of its maturity.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board pursuant to the provisions of Section 149 and 152 of the Companies Act 2013 and subject to the approval of shareholders in the ensuing Annual General Meeting has appointed Mr. Divakar Gavaskar, Mr. Vinod Kumar Beswal and Mrs. Kamlini Maniar as Independent Directors of the Company for a period of three years.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee reappointed Mr. Utsav Dhupelia as Managing Director of the Company for a period of 3 years with effect February 15, 2015.

Mr. Nirmit Ved, Nominee Director Exim Bank ceased from the Board of Directors of the Company with effect from December 08, 2014.The Board placed on record its appreciation for the contributions made by Mr. Nirmit Ved during the tenure of office.

In accordance with the provisions of the Act, Mr. Milan Dalal retires by rotation and is eligible for re-appointment.

During the year under review, the Company has designated Mr. Moloy Saha, Chief Financial Officer as KMPs as per the definition under section 2(51) and section 203 of the Act.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

* In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* we 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 financial year ended March 31,2015 and of the profit of the Company for that year.

* we 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.

* we have prepared the Annual Accounts on a going concern basis.

* we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

* we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49")

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Director, performance of non Independent directors, performance of the board as whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non executive directors..

11. NUMBER OF MEETINGS OF THE BOARD

Four meeting of the board were held during the year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

12. AUDIT COMMITTEE

The details pertaining to the composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on director's appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the corporate governance report, which forms part of the Director's Report.

14. INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

15. RISK MANAGEMENT

The Company has constituted a Risk management committee which has been entrusted with responsibility to assist the Board in overseeing the Company's risk management process and control, setting strategic plans and objectives for risk management, review the Company's risk appetite and strategy relating to key risk including market risk, product risk.

The Company has adopted a risk management policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement. The Board takes responsibility for the overall process of risk management in the organisation.

16. VOLUNTARY DELISTING OF COMPANY'S EQUITY SHARES FROM THE PUNE STOCK EXCHANGE LIMITED

In terms of the circular issued by the Securities Exchange Board of India (SEBI) dated May 30, 2012, the Pune Stock Exchange Limited (PSE), exercised the option of voluntary de-recognition and exit as a Stock Exchange, consequent to the turnover target not attained post issuance of the aforesaid circular. SEBI allowed the exit of PSE w.e.f 13-04-2015.

As a consequence all listed companies on Pune Stock Exchange were ceased to be listed on PSE.

17. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report

18. SUBSIDIARY COMPANIES

During the year under review, M/s FNI Asia PTE Ltd, a company incorporated in Singapore became Company's wholly owned subsidiary and M/s. Dravya Finance Limited and M/s. Asim Exports International Limited w.e.f March 31, 2015, ceased to be subsidiaries of the Company and became associate companies.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries and Associates in Form AOC-1 is attached to the financial statements.

19. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, B.S. Mehta & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the forty second annual general meeting of the Company held on 22-09-2014 till the conclusion of the forty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

20. SECRETARIAL AUDITORS

The Board had appointed Mr. J.Y Gupte, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure I to this report

21. AUDITOR'S REPORT AND SECRETARIAL AUDITORS REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013. (Please refer to note 12, 13 and 15 to the Standalone Financial Statements).

25. CORPORATE GOVERNANCE

As per clause 49 of the listing agreement entered into with the stock exchange, corporate governance report with practicing Company Secretary certificate thereon is attached, which forms part of this report.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required.

All related party transactions are placed before the Audit committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a policy on Related Party Transactions as approved by the Board.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this report.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl. No Name of the director Total Rs. in Ratio lakhs) (times)

A) Median Employee Remuneration 1.79

B) Non Executive Directors Remuneration

1. Mr Bhupen Dalai 2.00 1.12

2. Mr. Milan Dalal 1.80 1.00

3. Mr. Dadi Engineer 0.65 0.36

4. Mr D.D. Trivedi 0.30 0.17

5. Mr. Raymond Simkins --- ---

6. Mr VK. Beswal (appointed w.e.f. 0.25 0.14 14-11-20t4)*

7. Mr. Divakar Gavaskar (appointed w.e.f 0.25 0.14 14-11-2014)

8. Mrs. Kamlini Maniar (appointed w.e.f. — — 30-03-2015)

9. Mr. Nirmit Ved (ceased w.e.f. 0.30 0.17 08-12-2014)*

C) Executive Directors Remuneration

10 Mr. Utsav Dhupelia 55.94 31.25

*Since this information is for part of the year, the same is not comparable

ii. The percentage increase in remuneration of each director, chief financial officer, Company Secretary, if any, in the financial year: Chief Financial officer: 3.40%, Managing Director: 100% Company Secretary: NIL

iii. The percentage increase in the median remuneration of employees in the financial year: 7.7%

iv. There were 269 permanent employees on the rolls of the Company as on March 31,2015.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The profit after tax for the financial year ended March 31, 2015 increased by 146.59 % whereas the increase in median remuneration was 7.7%. The average increase in median remuneration was in line with the increase of salary in the industry.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 15 (Rs. in Lakh) 108.19

Revenue (Rs. in Lakh) 36,076.79

Remuneration of KMPs( as % of revenue) 0.29

Profit before tax (PBT) (Rs. in Lakh) 1,569.80

Remuneration of KMP (as % of PBT) 6.89

vii. Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and In case of unlisted companies , the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars March 31,2015 March 31, 2014

No. of Equity Shares 1451040 1451040

Market price per share (BSE) 730.00 137.55

Market capitalization 105,92,59,200 19,95,90,552

Earning per share 87.55 35.50

Price earnings ratio 8.34 3.88

Particulars % change

No. of Equity Shares 0.00

Market price per share (BSE) 430.72

Market capitalization 430.72

Earning per share 146.62

Price earnings ratio 114.95

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comprasion with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average increase in the remuneration of all employees was 4.12% in F.Y 2015. The average increase in remuneration of managerial personnel (i.e. managing director) was at 100% w.e.f. 14-02-2015 as per schedule V of the Companies Act, 2013

The average increase in the remuneration of both, the managerial and non managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

ix. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Utsav Dhupelia Mr. Moloy (Managing Director) Saha (Chief Financial officer)

Remuneration in FY 15 (Rs. in Lakh) 55.94 52.25

Revenue (Rs. in Lakh) 36,076.79

Remuneration as % of revenue 0.15 0.14

Profit before tax (PBT) (Rs. in Lakh) 1,569.80

Remuneration (as % of PBT) (Rs. in Lakh) 3.56 3.33

x. The key parameters for any variable component of remuneration availed by the director:

There are no variable component of remuneration availed by the directors except the Managing Director which is a part of his remuneration package and the same is based on the recommendations of the Nomination and Remuneration Committee.

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

During the year from 01-04-2014 till 14-02-2015, the Executive Vice President (Operations Western Region) and Chief Financial officer received the remuneration in excess of Managing Director who is highest paid director. The ratio of remuneration is 103.74% and 93.40% respectively which is calculated considering the remuneration for the said period.

xii. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company remuneration policy is based on industry standards, competent and experience of the employee. Individual pay is determined by the performance of the individuals. The Company affirms that remuneration is as per the remuneration policy of the Company

xiii. There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

29. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social responsibility Policy) Rules 2014.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

32. UNCLAIMED DIVIDEND

As per the provisions of Section 205C of the Companies Act, 1956, unclaimed dividend amounting to Rs. 0.45 lakhs for the F.Y 2006-07 was transferred to Investor Education and Protection Fund on April 06, 2015. Further, the unclaimed dividend in respect of F.Y 2007-08 must be claimed by shareholders by February 28, 2016 failing which it will be transferred to the Investor Education and Protection Fund within a period of 30 days from the said date. In terms of the said section, no claim would lie against the Company or Investor Education and Protection Fund after the transfer.

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Issue of equity shares with differential rights as to dividend, voting or otherwise.

* Issue of shares (including sweet equity shares) to employees of the Company under any scheme.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, customers and members during the year under review. Your Directors also wish to place on record their sense of appreciation for the committed services by the Company's executives, staff and workers.

By Order of the Board For FOODS AND INNS LIMITED

Mumbai, August 13, 2015 B.C. DALAL CHAIRMAN (DIN: 00061492)






Mar 31, 2014

Dear Members,

The Directors are pleased to present the Forty Second Annual Report of the Company together with audited accounts for the financial year ended on March 31,2014.

1. FINANCIAL RESULTS

2013 - 2014 2012 - 2013 Rs. Rs.

Profit/ (Loss) before tax 5,76,26,200 2,52,68,857

Provision for Taxation 1,19,27,567 59,23,847

Tax Adjustments of Earlier Years NIL (7,24,893)

Deferred tax 52,10,951 5,47,523

MAT Credit (1,10,28,726) (56,51,122)

Profit after Tax 5,15,16,408 2,51,73,502

Prior period adjustments NIL Nil

Balance Brought Forward (31,76,587) (2,83,50,089)

Profit / (Loss) Available for Appropriation 4,83,39,821 (31,76,587)

Appropriations

Proposed Dividend 26,11,872 14,51,040

Tax on Dividend 4,43,888 2,46,604

Transfer from General Reserve NIL (16,97,644)

Transfer to General Reserves 38,63,731 NIL

Balance carried to Balance Sheet 4,14,20,330 (31,76,587)

2. OPERATIONS,MANAGEMENT DISCUSSION AND ANALYSIS:

During the financial year ended on March 31,2014, the turnover of the Company is Rs. 304.92 crores as compared to Rs. 257.65 crores for the year ended on March 31,2013. The Company made a profit before tax of Rs. 5.76 crores during the year ended March 31, 2014 against the profit before tax of Rs. 2.53 crores during the year ended on March 31,2013.The Company''s exports during the year was Rs. 217.14 crores (Rs. 191.48 crores) and domestic sale was Rs. 75.81 crores (Rs. 55.86 crores). This translates into a ratio of 74.12% to 25.88 % (77.42% to 22.58%) between exports and domestic sales.

3. DIVIDEND:

Your Directors recommend payment of final dividend for the financial year ended March 31, 2014 of Rs. 1.80 per equity shares of face value of Rs. 10 per share as against Rs. 1.00 per equity share of face value of Rs. 10 per share for the previous year.

4. FUTURE PROSPECTS:

We are glad to inform that Company has upgraded its existing fruit concentration line to produce Tomato Paste as per International standard. The first season business response has been encouraging hence your company is considering setting up second plant in the western region.

Also Company is at a final stage of negotiating project cost for food service & institutional pack for Tomato paste for fast food chain.

The new spray drying plant will also being planned for commissioning in September,2014.

Further your Company has successfully negotiated contract manufacturing of value added fruit compounds and blend with the equipment supplied by leading EU Company for exclusive production for their requirement to be sold in domestic and neighboring countries.

5. AUDITOR''S REMARKS:

The Internal Audit of business operations at all manufacturing units located at Bulsar, Chembur, Chittor and Nashik is being carried out by independent firms of Chartered Accountants and scope of internal audit is being widened to cover the operations at corporate offi ce.

6. FIXED DEPOSITS FROM THE PUBLIC:

As on March 31,2014, fixed deposits from the public and shareholders stood at Rs. 7.80 crores Public Rs. 6.42 crores and Rs. 1.38 crores from a shareholder who is a relative of a Director; There are no overdue deposits.

As of March 31,2014 public deposits amounting to Rs. 4.20 lacs had not been claimed by15 depositors. Depositors are being intimated to claim their deposits. Your Company has stopped accepting and/ or renewing fixed deposits from the general public and shareholders.

7. CORPORATE GOVERNANCE:

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Practising Company Secretary for the compliance is annexed and forms part of this report. A Management Discussion and Analysis Report also accompanies this Report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statement are prepared by your Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with Auditors'' Report thereon form part of the Annual Report. The financial statements have been prepared as per revised Schedule VI issued by the Ministry of Corporate Affairs.

9. SUBSIDIARY COMPANIES:

We wish to inform you that Dravya Finance Limited have incurred profit of Rs. 16.21 Lakhs and Asim Exports International Limited have incurred losses of Rs. (0.41) lakhs, for the year under review.

A statement (as required pursuant to Section 212 of the Companies Act, 1956) relating to the Company''s interest in the Subsidiary Company is provided separately.

The Ministry of Corporate Affairs, Government of India, has granted exemption from attaching Balance Sheet, Statement of Profit and Loss and Schedules thereto and Reports of Board of Directors and Auditors vide its General Circular no. 2/2011 date 8 February 2011. In view of this circular your company has not annexed Audited Annual accounts of its subsidiary viz Dravya Finance Limited and Asim Exports International Limited for the year ended March 31, 2014. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

10. DIRECTORS:

Mr. Chaitan M. Maniar who was the Director of the Company expired on June 29, 2014. Mr. Maniar played an important role in guiding the Company on various issues pertaining to its operations. The Directors place on record their profound grief on the passing away of Mr. Maniar.

Mr. George P Gonzor who holds the office till the conclusion of this Annual General Meeting has given a notice in writing to the Company expressing his unwillingness for his reappointment. The Board places on record its appreciation for the contributions made by Mr. Gonzor.

The Company has received requisite notices in writing from members proposing Mr. Dadi B. Engineer and Mr. Dinkarray D. Trivedi, for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 (the Act) the Directors confirm that;

* In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* 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 financial year ended March 31, 2014 and of the profit of the Company for that year.

* 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.

* The Directors had prepared the Annual Accounts on a going concern basis.

12. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Director''s Report

13. PARTICULARS OF EMPLOYEES:

The information on employees who are in receipt of remuneration of not less than Rs. 60 lakhs during the year or Rs. 5 lakhs per month during any part of the said year as required under section 217 (2A) of the Companies Act, 1956 (the Act) and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

14. UNCLAIMED DIVIDEND

As per the provisions of Section 205C of the Companies Act, 1956, unclaimed dividend amounting to Rs. 0.50 lakhs for the F.Y. 2005-06 was transferred to Investor Education and Protection Fund on March 18, 2014. Further, the unclaimed dividend in respect of F.Y 2006-07 must be claimed by shareholders by February 28, 2015 failing which it will be transferred to the Investor Education and Protection Fund within a period of 30 days from the said date. In terms of the said section, no claim would lie against the Company or Investor Education and Protection Fund after the transfer.

15. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of Companies Act, 1956 applicable as per amendment made on 13th December 2000.

16. STATUTORY AUDITORS:

M/s B.S Mehta & Co, Chartered Accountants (ICAI Firm Registration No.106190W), who are the Statutory Auditors of the Company, hold office until the conclusion of the of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold office from the conclusion of this AGM till the conclusion of the forty fifth AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s B.S Mehta & Co, Chartered Accountants have, under section 139(1) of the Companies Act, 2013 and the rules framed thereunder furnished a certificate of their eligibility and consent for reappointment.

17. COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act 1956, the audit of the cost accounts is carried out every year. Pursuant to the approval of the Ministry of Corporate Affairs, N. Ritesh & Associates having registration no M/26963 were appointed as the Cost Auditors for auditing the Company''s cost accounts relating to the Company''s products for the year ended March 31, 2014.

The Cost Audit Report and Compliance Report for the year ended March 31,2013 were filed by the Company on November 27, 2013. The Cost Audit Report and Compliance report for the financial year ended March 31,2014 is excepted to be filed within the prescribed time.

18. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to its Bankers for timely financial help in all the Company''s activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.

By Order of the Board For FOODS AND INNS LIMITED

UTSAV DHUPELIA MILAN DALAL Mumbai, August 14, 2014 MANAGING DIRECTOR DIRECTOR


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 41st Annual Report of the Company together with audited accounts for the financial year ended on March 31, 2013.

1.1 FINANCIAL RESULTS

2012-2013 2010-2012

{1 -4-2012 to 31 -3-2013) (1-10-2010 to 31 -3-2012) <12 Months) (18 Months)



Profit/ (Loss) before tax 2,52,68,857 (8,32,38,424)

Provision for Taxation 59,23,847 Nil

Tax Adjustments of Earlier Years (7,24,893) (1,32,81,395)

Deferred tax 5,47,523 (39,20,000)

MAT Credit (56,51,122) (29,37,447)

Profit after Tax 2,51,73,502 (6,30,99,582)

Prior period adjustments , * Nil NIL

Balance Brought Forward (2,83,50,089) 3,47,49,493

Profits /(Loss) Available for Appropriation (31,76,587) (2,83,50,089)

Appropriations

Proposed Dividend (14,51,040) Nil

Tax on Dividend (2,46,604) Nil

General Reserve 16,97,644 Nil

Balance carried to Balance Sheet 31,76,587) (2,83,50,089)

2. OPERATIONS.MANAGEMENT DISCUSSION AND ANALYSIS:

(i) During the financial year ended on March 31, 2013, the turnover of the Company is Rs. 257.65 crores as compared to Rs. 394.63 crores for the period of 18 months ended on March 31, 2012. The Company made a profit before tax of Rs. 2.53 crores during the year ended March 31, 2013 against the loss before tax of Rs. 8.32 crores during the 18 months period ended on March 31, 2012.The Company''s exports during the year was Rs. 191.48 crores (Rs. 246.16 crores) and domestic sale was Rs. 55.86 crores (Rs. 134.98 crores). This translates into a ratio of 77.42 % to 22.58 % (64.58% to 35.41%) between exports and domestic sales.

A report on the Management Discussion and Analysis for the year ended under review is annexed and forms part of the report.

3. DIVIDEND:

Directors recommend a dividend of 10% on equity shares for the year ended on March 31, 2013 by transferring Rs. 16,97,644/- to surplus for appropriation under the Companies(Declaration of Dividend out of Reserves) Rules, 1975. The payment of dividend would be subject to the approval of the Shareholders at the ensuing Annual General Meeting.

4. FUTURE PROSPECTS:

In view of current international scenario the Company is maximizing utilization of its enhanced capacities by aggressive efforts in the domestic and neighboring countries markets.

Company is continuing its efforts of reducing packing cost with innovative bulk packaging options.

Company is expediting its efforts on commissioning of new projects of value added products for improving the profitability.

5. AUDITOR''S REMARKS:

The Internal Audit of business operations at all manufacturing units located at Bulsar, Cherhbur, Chittor and Nashik is being carried out by independent firms of Chartered Accountants. The appointment of Internal Auditors to carry out the internal audit to cover the operations at corporate office is being made.

6. FIXED DEPOSITS FROM THE PUBLIC:

As on March 31, 2013, fixed deposits from the public and shareholders stood at Rs. 6.53 crores (PublicRs. 5.12 crores and Rs. 1.41 crores from a shareholder who is a relative of a Director); There are no overdue deposits.

As of March 31, 2013 public deposits amounting to Rs. 8.18 lacs had not been claimed by 39 depositors. Depositors are being intimated to either renew or claim their deposits.

7. CORPORATE GOVERNANCE:

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Practising Company Secretary for the compliance is annexed and forms part of this report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21, on consolidated financial statements, the audited consolidated financial statements are provided in the annual report.

9. SUBSIDIARY COMPANIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statements of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

The Subsidiary Companies viz. Dravya Finance Limited and Asim Exports International Limited have incurred a losses of 7 26,032 & 7 43,950 during the year ended March 31, 2013.

10. DIRECTORS:

Mr. D.D.Trivedi and Mr. Ray Simkins, retire by rotation jn accordance with the provisions of Companies Act and the Articles of Association of the Company and being eligible offer themselves for re-appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that;

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 financial year ended March 31, 2013 and of the profit of the Company for that year.

Mi) 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.

iv) The Directors had prepared the Annual Accounts on a going concern basis.

12. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are furnished in the Annexure to this report.

13. PARTICULARS OF EMPLOYEES:

The information, as is required to be provided in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended is as under:

a) Employment throughout the year and in receipt of remuneration in aggregate of not less than Rs. 60,00,000 per annum......NIL

b) Employed for part of the year and were in receipt of remuneration At the rate not less than Rs. 5,00,000 per month......NIL

14. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of Companies Act, 1956 applicable as per amendment made on December 13, 2000.

15. AUDITORS:

The members are requested to appoint Auditors for the current year and fix their remuneration. M/s B. S. Mehta & Co., Chartered Accountants, the existing Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. COST AUDITORS:

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no GSR 430 (E) date''d June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

The Board has approved the appointment of M/s N. Ritesh & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14.

17. ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely financial help in all the Company''s activities.

The relations between the employees and the Management have remained cordial during the .year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.



By Order of the Board

For FOODS AND INNS LIMITED

Mumbai, August 14,2013

Registered Office:

Foods and Inns Building UTSAV DHUPELIA MILAN DALAL

Sion-Trombay Road MANAGING DIRECTOR DIRECTOR

Punjabwadi Deonar Mumbai 400 088.


Sep 30, 2009

The Directors have pleasure in presenting the 38th Annual Report of the Company together with audited accounts for the year ended 30th September, 2009.

1.1 FINANCIAL RESULTS

2008-2009 2007-2008

Profit/(Loss) before tax 7,32,29,485 4,94,92,006

Provision for Taxation 1,04,95,725 60,00,000

Deferred Tax (1,50,000) 2,14,05,171

Fringe Benefit Tax 6,42,411 7,32,669

Profit after tax 6,22,41,349 2,13,54,166

Balance Brought Forward 2,13,95,107 5,21,92,163

Profits Available for Appropriation 8,36,36,456 7,35,46,329

Appropriations

Proposed Dividend 22,06,476 18,38,730

Tax on Dividend 3,74,991 3,12,492

General Reserve 5,00,00,000 5,00,00,000

Balance Carried to Balance Sheet 3,10,54,989 2,13,95,107

2. OPERATIONS:

During the year, the turnover of the Company was Rs.189.31 crores as compared to Rs.164.81 crores for the year ended 30th September, 2008 recording an increase of 14.85% over earlier year. The profit before tax has been increased to Rs.7.32 crores from Rs.4.95 crores. The Companys export during the year was Rs. 122.08 crores and domestic sale was Rs.67.23 crores. This translates into a ratio of 64.50% to 35.50% between exports and domestic sales.

3. DIVIDEND:

Directors recommend a dividend of 18% on equity shares for the year ended on 30th September, 2009. The payment of dividend would be subject to the approval of the Shareholders at the ensuing Annual General Meeting.

4. FUTURE PROSPECTS:

The Company has planned next 3 years expansion programme for expanding capacities of its existing fruit puree and concentrates lines because its existing capacities during the season are fully utilised.

The Company is also considering new projects and innovative packaging options in the fruit and vegetable processing sectors where it has its core strength.

Despite recession in many of the markets where the Company is selling its products the demand for its products are growing due to high standard quality, service, and aggressive marketing efforts.

5. AUDITORS REMARKS:

(i) In respect of the remark of the Auditors relating to the adjustment of amounts written off and diminution in the value of Investments against Revaluation Reserve account in an earlier year and its consequential effect on the carried forward balance in General Reserve Account in an earlier year, the note no.3a & b of Schedule 15 is self explanatory.

(ii) The independent firms of Chartered Accountants have been appointed to carry out internal audit of business operations at the manufacturing units located at different places and for Corporate Office. The scope of audit is being been widened to commensurate with the size of the Company and the nature of its business operations.

6. FIXED DEPOSITS FROM THE PUBLIC:

The Company accepts fixed deposits from Public under the Public Deposit Scheme as regulated by the Companies (Acceptance of Deposits) Rules 1975 as amended from time to time. The Company offers the interest rates for the fixed deposits as under;

- 1 Year-11.00%

- 2 years -11.50 %

- 3 years-12.00%

Shareholders and senior citizens are entitled to incentive of additional interest of 0.5 % There have been no defaults in repayment of fixed deposits during the year.

7. CORPORATE GOVERNANCE:

Clause 49 of the listing agreement relating to Corporate Governance was made applicable to all listed Companies w.e.f. 1st January, 2006. So far, your Company was exempted since paid up share capital of your Company was less than Rs.3 crores or net worth was less than Rs.25 crores at any time in the history of the Company. As per audited accounts for the year ended 30th September, 2009 the net worth of your Company has exceeded Rs.25 crores as a result all the requirements of Clause 49 of the listing agreement relating to Corporate Governance are now applicable to your Company.

8. SUBSIDIARY COMPANIES:

The Companys subsidiary Company Dravya Finance Limited has made a loss Of Rs.1,983 during the year ended 31s1 March, 2009. The other subsidiary Company Asim Exports International Limited has made a loss of Rs.193 for the Year ended 31s1 March, 2009.

9. DIRECTORS:

Mr. Utsav Dhupelia and Mr. Ray Simkins, retire by rotation in accordance with the provisions of Companies Act and the Articles of Association of the Company and being eligible offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that;

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 year ended on 30th September, 2009 and of the profit and loss of the Company for that year.

iii) 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.

iv) The Directors had prepared the annual accounts on a going concern basis.

11. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/ OUTGO:

The particulars prescribed by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are furnished in the Annexure to this report.

13. PARTICULARS OF EMPLOYEES:

The information as is required to be provided in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended is as under;

a) Employment throughout the year and in receipt of remuneration in aggregate of not less than Rs.24,00,000 per annum ----- NIL

b) Employed for part of the year and were in receipt of remuneration at the rate not less than Rs.2,00,000 per month

Name Age Total remuneration Designation Educational Experience in Previous (Rs. in Lacs) Qualifications Years Employment

Ganesh Kumar 55 Yrs 14.63 President B.Sc. ICWAI, 28 Years Foods Speciality

Ragunathan (Marketing Post Graduate Limited, Dubai and Business in International Development) Marketing, Master in Financial Management

Notes:

1. Remuneration as shown above includes salary, house rent allowance, companys contribution to provident fund, bonus, leave travel and medical allowance, leave encashment and other allowances and facilities.

2. The employees mentioned above are not relatives of any Director of the Company.

3. The employees mentioned above are not holding more than 2% of the paid up equity capital of the Company.

14. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of The Companies Act, 1956 applicable as per amendment made on 13th December, 2000.

15. AUDITORS:

The members are requested to appoint Auditors for the current year and fix their remunerations. M/S B.S.Mehta & Co., Chartered Accountants, the existing Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely financial help in all the Companys activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.

By Order of the Board

For FOODS AND INNS LIMITED

Mumbai, 30th January, 2010

UTSAV DHUPELIA Registered Office: VICE CHAIRMAN

Foods and Inns Building, Sion-Trombay Road, Punjabwadi, Deonar, Mumbai 400 088.

 
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