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Directors Report of LT Foods Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial Performance of the Company (Standalone)

(Rs. In Lacs)

Particulars 2014-2015 2013-14

Gross Income 185,598.22 181,085.33

Profit Before Interest and 16,099.89 15,040.02 Depreciation

Finance Charges 8,980.13 7,181.22

Gross Profit 7,119.76 7,858.80

Provision for Depreciation 2,851.55 2,193.77

Net Profit Before Tax 4,268.26 5,670.70

Provision for Tax 1,202.74 1,822.31

Net Profit After Tax 3,065.53 3,848.37

Balance of Profit brought 17,800.40 15,029.34 forward

Balance available for 20,865.93 18,877.71 appropriation

Proposed Dividend on Equity 529.07 5,91.88 Shares

Tax on proposed Dividend 105.78 1,00.59

Transfer to General Reserve Nil 3,84.84

Surplus carried to Balance 20,152.86 17,800.40 Sheet

2. Company's working during the year

During the year the Company has witnessed a steady performance across all its business verticals. The gross sales during the year stood at Rs.2,780 crores as against Rs.2,493 crores in FY14. The growth has been due to strong sales growth in the domestic sales volume.

The Company's branded business is growing steadily and now contributes close to 70% of the total sales.

The branded rice business in India, which is largely contributed by the Company's flagship brand Dawaat, has grown at a CAGR in excess of 20% over FY11 to FY15. Growing at a CAGR of 25% plus over FY11 to FY15, the Company's US branded rice business has also witnessed a robust growth. The Company's Organic business has been one of the fastest growing segments with a CAGR in excess of 70% over FY11 to FY15 and contributed Rs.180 crores in FY15. The institutional rice business has also being growing at a stable rate. During the year, the Company continued to invest in all its flagship brands to increase their market presence.

During the year, the Company has established another state-of-the-art Research & Development Center at its USA unit in Cypress, California. During the year, the Company developed and delivering two state-of-the-art grain silos to Madhya Pradesh Warehousing and Logistics Corporation (one each at Bhopal and Indore). The project was delivered within the prescribed time limits, enabling the Company to qualify for full storage charges for a guaranteed period.

The gross revenue of the Company on standalone basis stood at Rs.1856 Crores against Rs.1811 Crores in FY14. The Profit Before Interest & Depreciation during the year stood at Rs.160.99 crores, up by 7% Y-o-Y whereas the margin stood at 8.7% as against 8.3% in FY14.

The Net Profit before tax stood at Rs.30.66 crores as against Rs.38.48 crores in FY14.

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

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

4. Dividend

Your Board of Directors has recommended a dividend of Rs.2 per equity share of face value of Rs.10/- each for the year ended 31st March 2015 subject to shareholders approval in the ensuing Annual General Meeting. The total payout including the dividend distribution tax amount to ' 634.85 /- lacs.

5. Reserves

Out of the amount available for appropriation, Company's Directors propose to transfer Rs.NIL /- lacs to General Reserve and retain Rs.20,152.86/- lacs to Profit and Loss Account.

6. Share Capital

During the financial year, the Company has allotted 147,793 equity shares to the various employees of the company who are eligible for allotment under the Employee Stock Option Plan-2010. Accordingly, issued, subscribed and paid up equity capital of the company has increased from Rs.263056090 to Rs.264535820. During the year, the company has not issued any equity shares with differential right or any sweat equity shares.

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

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

S. Name of Designation Appointment/ Date of No. the Person Resignation Appointment /Resignation

1 Mr. Independent Resigned 07/08/2014 Surender Director Kumar Tuteja

2 Mrs. Renu Independent Appointment 10/11/2014 Challu Director

3 Mr. Anil Chief Resigned 13/02/2015 Khandelwal Financial Officer

4 Mr. Som Chief Appointment 13/02/2015 Nath Financial Chopra Officer

8. Particulars of Employees & Employee Remuneration

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV.

The statement containing particulars of employee as required under Section-197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as AnnexureIV. None of the employees listed in the said statement is a relative of any Director of the Company. None of the employees hold(by himself/herself or along with his/ her spouse and dependent children) more than 2% of the equity shares of the Company.

The ratio of remuneration of each Director to the median employees' remuneration and other details in terms of Section-197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and enumerated under Remuneration Policy heading.

9. Board Meetings

During the financial year, four Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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

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

During the year, Mr. SK Tuteja has resigned from the post of Independent Director w.e.f 7th Aug, 2015 due to his other pre-occupations. Mrs Renu Challu joined the LT Brand on 10th November, 2014 as Additional Director. The Company has received a notice writing, from a member proposing her candidature for office of Director along with a deposit of Rs. 1 lac.

12. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee is in process of framing a policy for selection and appointment of Directors, Senior Management and their remuneration. The brief Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

1. Ratio of remuneration of each director to median remuneration of employees

Vijay Kumar Arora 47.93

Ashwani Kumar Arora 0

Surinder Kumar Arora 31.17

2. Percentage increase in remuneration of each director and KMPs

Vijay Kumar Arora 0

Surinder Kumar Arora 0

Ashwani Kumar Arora NA

Som Nath Chopra 0

Monika Chawla Jaggia 0

3. Percentage increase in the median 6% remuneration of employees

4. Number of permanent employees 827

5. Relationship between average increase Depends upon the in remuneration and of the company and profitability also the company performance inflation of the economy

6. Comparison of remuneration of There is no increase in KMPs against company Remuneration of KMPs performance

7. Average percentile increase in salary of employees, other than managerial personnel,comparison with percentile increase in managerial remuneration and justification

Managerial Increase 6.40%

Non Managerial Increase 12.32

8. Variations in the market The market capitalization price earning capitalization of the company, has of the company ratio as at the increased to Rs. 26 162.6/ closing date of the current -Lakhs from Rs. 24 082.8/- financial year and previous Lakhs as on 31st March financial year and percentage 2014. The price earning increase over decrease in the market ratio was 8.52 as on 31st quotations of the shares of the March 2015 as compared company in comparison to the rate at to 6 25 in 31st March 2014 which the company came out with the The market price of the last public offer. company as on 31st March 2014 was Rs. 91.55/- and Rs. 98.90/- as on 31st March 2015. (Closing Price of BSE)

9. Comparison of the each There is no increase in remuneration of the KMPs Remuneration of KMPs against company performance

10. The ratio of remuneration of the No such cases highest paid directors to that of employees who are not directors but receive remuneration in excess of the highest paid directors during the year.

11. Affirmation that the remuneration The company is in the is as per the remuneration process finalizing the policy of the company Remuneration Policy of the company

12. The key parameters for any No such variable component variable component of remuneration of remuneration availed by the directors. availed by the directors

13. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures 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]

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

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

S. Name and Address of the Company CIN/RegistrationNumber No.

1. Raghuvesh Agri-Foods Private Limited U63000DL2014PTC267604 Unit N°:134, 01st Floor Rectangle-1, Saket, District Centre, New Delhi-110017

2. Raghuvesh Warehousing Private Limited U63020DL2014PTC267603 Unit No:134, 01st Floor, Rectangle-1, Saket, District Centre, New Delhi-110017

3. Nice International FZE 1115 Lob 20, Office 113, JAFZA, Dubai, UAE

S. Subsidiary/Joint Date of Incorporation/ No. Venture/ Associate Seizure

1. Associate 20th May, 2014 (Date of Incorporation)

2. Associate 20th May, 2014 (Date of Incorporation)

3. Fellow Subsidiary 22nd March, 2015 (Closure date)

14. Auditors

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

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

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.

16. Secretarial Audit Report

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

Reply to the observations in the Secretarial Audit

i. Delay in Filling Forms

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

ii. Related party transactions exceeding the limits approved by the Shareholders

The Shareholders approved all the proposed material related party transactions through postal ballot on 30th March 2015. However, the actual transactions were in excess of those approved. The Board of Directors already proposed to ratify the above in the AGM scheduled to be held on 18th September 2015.

iii. Separate Meeting of Independent Directors of the Company

The requirement of conducting a separate meeting of Independent Directors was introduced in the Companies Act, 2013. As the availability of all independent directors in a separate day was not possible in the financial year 2014-15, we failed to conduct the same. However, we have already conducted a separate meeting of all our Independent Directors on 27th May 2015.

iv. Date of AGM in e-Form 23 AC-XBRL

The Annual General Meeting of the Company for the financial year 2013-14 was duly held on 09th September 2014, however while preparation and filling of 23AC-XBRL inadvertently AGM date was mentioned as 08th September 2014. It was purely a clerical mistake.

v. CSR Spent

As we failed to identify a suitable projects for our CSR Activity, we have not spent the remaining amount of our CSR Budget. Further, the Company will spent the balanced amount in financial year 2015-16.

vi. Constitution of Audit Committee

One of our Independent Director Mr. Jagdish Chandra Sharma expired on 31st January 2014, member of Audit Committee and the Committee was left with two members only out of which one was Nominee Director.

The Audit Committee was duly constituted with two Independent Directors on 10th November 2014 with induction of Ms. Radha Singh.

vii. Stamp Duty on Issue of Shares

The Company will apply to the Revenue Department for payment of stamp duty.

viii. Details of Male employee in Register as per Equal Remuneration Rules, 1975.

The Company has already noted the discrepancies and will comply the requirements of rule 6 of Equal Remuneration Rules, 1976.

ix. Gratuity Payment to Ex-employee

The Company will paid the due soon as per the Company's policy.

x. Constitution of Board

One of our Independent Director Mr. Jagdish Chandra Sharma expired on 31st January 2014 and another Independent Director Mr. Surender Kumar Tuteja resigned from the Board on 7th August 2015 due his pre-occupation. We have appointed Mrs. Renu Challu as Independent Director on our Board on 10th November 2014. The Company is also in discussion with other independent professionals for the directorship in the Company. The Company will appoint Independent Director at the earliest in compliance with Clause 49 of the Listing Agreement.

xi. Adoption of Remuneration Policy

Asthe adoption of policywas introduced in the Companies Act, 2013, the Company is in the process of adoption of policy as required u/s 178(3) of the Companies Act, 2013.

17. Internal Audit & Controls

The Company continues to engage Pro Advisory India LLP as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Issue of employee stock options

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

Particulars Option 1 Option 2

Approval 648,329 201,209

Options granted 648,329 201,209

Options vested 196,312 135,618

Options exercised 142,059 5,914

Total number of shares arising 142,059 5,914 out of exercise of opitions:

Options forfeited/lapsed/ 128,677 53,763 cancelled

Variations of terms of options NIL NIL

Money realized by exercise of 5,398,242 224,732 options

Total number of options in force 196,312 135,618

Notes: -

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

Particulars

(a) Directors and key managerial personnel

1. Som Nath Chopra 46,318

2. Monika Chawla Jaggia 18,177

(b) Any other employee who The following employees received a grant in any one have received a grant in year of options amounting any one year of options to 5% or more of the amounting to 5% or more options granted during the of the options granted year (includes employees during the year 2011-12 and group company Mr. S.K. Salhotra employees) * Mr. Som Chopra

* Mr. Dipol Dhole

* Mr. Vijay Malik

* Mr. Vivek Chandra

* Mr. Vikram Patil

* Mr. Kamal Poplai

* Mr. Mukesh Aggarwal

The following employees have received a grant in any one year of options amounting to 5% or more of the options granted during the year 2012-13

* Mr. Mukesh Aggarwal

* Mr. Sandeep Lamba

* Mr. Gerald Taylor

* Mr. Mrinal Mathur

(c) Identified employees None who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

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 has been uploaded on the website of the Company at www.ltgroup.in under investors/policy documents/Vigil Mechanism Policy link.

20. Risk Management Policy

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

21. Extract of Annual Return:

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

22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

23. Compliance to Clause 5A of Listing Agreement (Details of Suspense A/c) 01.04.2014 to 31.03.2015

S. Particulars No. of No. of No. Shareholders Shares

i. Aggregate number of 7 6494 shareholders and the outstanding shares lying in Unclaimed Suspense Account at the beginning of the year

ii. Number of shareholders 0 0 who approached for transfer of shares from Unclaimed Suspense Account during the year

iii. Number of shareholders 0 0 to whom shares were transferred from Unclaimed Suspense Account during the year

iv. Aggregate number of 7 6494 shareholders and the outstanding shares lying in Unclaimed Suspense Account at the end of the year

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

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

The Company has not received any significant or material orders passed by any regulatory authority, Court or Tribunal which shall impact the going concern status & Company's operations in future.

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

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

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

26. Deposits

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

27. Particulars of loans, guarantees or investments under section 186

a) Details of Loans:

S. No. Date of Details of Amount Purpose for Time Date of making Borrower which the period BR loan loan is to be for utilized by which it the recipient is given

S. No. Date of Rate of Security SR (if Interest reqd)

NIL

b) Details of Investments:-

L T FOODS LTD. - Details of Investments during FY 2014-15

S. Date of Details of Investee Amount - Rs. Purpose for which No the proceeds from investment is proposed to be utilized by the recipient



1 18.06.2014 RAGHUVESH 10,000 INSTALLATION OF WAREHOUSING PVT LTD SILOS AT BHOPAL

27.06.2014 RAGHUVESH 40,000 -do- WAREHOUSING PVT LTD

11.07.2014 RAGHUVESH 800,000 -do- WAREHOUSING PVT LTD

12.07.2014 RAGHUVESH 1,500,000 -do- WAREHOUSING PVT LTD

19.07.2014 RAGHUVESH 6,600,000 -do- WAREHOUSING PVT LTD

19.07.2014 RAGHUVESH 150,000 -do- WAREHOUSING PVT LTD

02.09.2014 RAGHUVESH 6,900,000 -do- WAREHOUSING PVT LTD

TOTAL 16,000,000

2 18.06.2014 RAGHUVESH AGRI 10,000 INSTALLATION OF FOODS PVT LTD SILOS AT INDORE

27.06.2014 RAGHUVESH AGRI 40,000 -do- FOODS PVT LTD

19.07.2014 RAGHUVESH AGRI 6,600,000 -do- FOODS PVT LTD

26.08.2014 RAGHUVESH AGRI 2,675,000 -do- FOODS PVT LTD

02.09.2014 RAGHUVESH AGRI 200,000 -do- FOODS PVT LTD

30.09.2014 RAGHUVESH AGRI 6,090,849 -do- FOODS PVT LTD

30.09.2014 RAGHUVESH AGRI 384,151 -do- FOODS PVT LTD

TOTAL 16,000,000

S. Date of Date of Date of Expected No Board special rate of resolution resolution return

(if required)

1 18.06.2014 05.05.2014 N.A. 16%

27.06.2014

11.07.2014

12.07.2014

19.07.2014

19.07.2014

02.09.2014

2 18.06.2014 05.05.2014 N.A. 16%

27.06.2014

19.07.2014

26.08.2014

02.09.2014

30.09.2014

30.09.2014

c) Details of Guarantee / Security Provided:

Sl. Details of Amount Purpose for No. recipient (In Lacs) which the security/ guarantee is proposed to be utilized by the recipient

1 Daawat 31,283.68 Business purpose Foods Limited

2 Nature 13,240.00 -do- Bio Foods Limited

3 LT Overseas 3,125.00 -do- North America Inc.

4 LT Foods 3,750.00 -do- Middle East DMCC

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 arrangement with related parties under Sec 188(1) entered by the Company during the financial year were in ordinary course of business also on arms length basis.

29. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

30. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

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

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) Environment and Efficiency

In these years of growth company has never shifted its focus from Energy Conservation and it has remained one of the key priority areas. Better controls are planned for reduction in Energy Consumption and even the continuous steps are being taken to replace aged Equipments with new and Modern technology to avoid overconsumption or loss of Energy. Few of the key areas where company has worked and achieved Positive results are listed below:-

Power Factor:-

Power Factor plays a pivotal role in Energy consumption. The company has allocated dedicated resources to monitor and keep a check on Power factor on daily basis. As a result of which company has successfully maintained the Power factor within the range of 0.98 to 0.99.

Compressed Air Line:-

The Company had achieved good results previously by replacing old compressed Air Line with the new Modular Pipeline. Hence to maintain the legacy the idea was further extended to the remaining areas to optimize the use of Compressed Air. Also on the basis of consumption trend different time slots have been fixed in a day where the requirement of compressed Air is fulfilled from a single operating compressor, thereby resulting in Energy saving.

Replacement of Aged Motors:-

During internal audits few aged motors were identified which were resulting In overconsumption of energy. The company decided to replace those motors with High Efficiency 2 Motors which will help in reducing the consumption of energy in those areas.

Interlocking of Machines:-

The company has decided to incorporate modern technology in certain areas like Milling & De-Husking via Automation. This process will help in eradicating the instances of idle running of machines and hence reducing Power consumption in those areas.

LED Lights:-

LEDs are extremely energy efficient and consume up to 90% less power than incandescent bulbs. Since LEDs use only a fraction of the energy of an incandescent light bulb there is a dramatic decrease in power costs. Also, money and energy is saved in maintenance and replacement costs due to the long LED lifespan.

Power & Fuel Consumption (Bahalgarh Plant)

PARTICULARS 2014-15 2013-14

ELECTRICITY

Through Purchases

Units 19,067,355 18,957,610

Total Amount (Rs.) 150,111,338 143,355,134

Rate/Unit(Rs.) 7.87 7.56

Through Diesel Generator

Units generated 574,418 747,715

TOTAL AMOUNT (Rs.) 8,239,891 10,287,336

Cost/Unit (Rs.) 14.34 13.76

Power & Fuel Consumption (Varpal Plant)

PARTICULARS 2014-15 2013-14

ELECTRICITY

Through Purchases

Units 3,547,368 4,252,800

Total Amount (Rs.) 25,412,148 32,769,610

Rate/Unit(Rs.) 7.16 7.71

Through Diesel Generator

Units generated 186,700 140,800

TOTAL AMOUNT(Rs.) 3,524,240 2,614,711

Cost/Unit(Rs.) 18.88 18.57

(b) Technology ,Absorption,Adaption and Innovation

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

The company has realized and agree that the continuous improvement can be achieved only if the employees involved in the process directly or indirectly are highly trained on modern techniques and are aware of Global Standards. One such step taken by the company in that direction is to start Manufacturing Excellence and Improvement Program. The key highlights of this improvement drive were - 5S, Maintenance improvement Techniques, Reliability Matrix, MTTR & MTBF etc. which are highly beneficial and globally accepted programs for process improvement.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 1,446.14 lacs and the total foreign exchange earned was Rs. 75,587.39 lacs.

(Rs. In lacs)

Particulars March 31,2015 March 31,2014 Value of imports on CIF basis

Capital goods 597.44 112.83

Stores and spares 43.80 79.45

Other Food Items 446.97 -

Total 1,088.21 192.27

Expenditure in foreign currency

Legal fees 47.81 32.88

Interest and other 169.79 -

charges to bank

Steamer freight 1,092.37 275.16

Sales promotion 36.45 33.56

Commission on 22.56 -

export sales

Others 77.16 263.10

Total 1,446.14 604.71

Earnings in foreign currency

FOB value of exports Rice 75,585.88 82,739.58

Others 1.51 5.05

75,587.39 82,744.63

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,

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

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

35. Directors' Responsibility Statement

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

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

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

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

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

36. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 205A and Section 205C of the Companies Act, 1956, the dividend which remain 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 amount of such dividend for the financial year 2007-08, remaining unclaimed for the period of seven years should be transferred to Investor Education and Protection Fund and cannot be claimed there from.

The amount of Dividend unclaimed/unpaid for the financial year 2008-09 to 2010-11 lies in the respective unpaid dividend account and can be claimed from Company's Register 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 has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 09th September 2014, with the Ministry of Corporate Affairs.

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company's Shares are listed.

38. Acknowledgements

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

For and on behalf of the Board of Directors

Sd/- Vijay Kumar Arora Place: Gurgaon Chairman & Managing Director Date: 12.08.2015 DIN: 00012203


Mar 31, 2014

The Directors hereby present to you the 24th Annual Report of your Company alongwith the Audited Statement of Accounts for the year ended 31st March 2014.

1.0 Financial Performance

Your Company''s continued focus on keep adding new products, markets and point of sale held it in good stead in a difficult fiscal year 2013-14 that witnessed widespread economic slowdown worldwide. On consolidated basis, the Company came within striking range of Rs. 2500 Crore mark in recording a 12% growth in revenues that stood at Rs. 2,493 Crores. Company''s focus on high margin branded business coupled with various efficiency enhancement measures helped the Company post 18% growth in EBITDA which reached Rs. 282 Crores for the year. Prudent management of working capital led to a 3% reduction in the overall finance cost which helped Company post a handsome 42% growth in its net profit which rose to Rs. 85 Crores from Rs. 60 Crores in the previous year.

On standalone basis, the revenues grew by 9% to reach Rs. 1,811 Crores whereas EBITDA grew by 0.34% to reach Rs. 150 Crores. Profit after tax recorded a 13.8% growth to reach Rs. 38 Crores from Rs. 34 Crores recorded in the previous year.

Consolidated Financial Highlights

(Rs. in Crores)

March March % 31, 2014 31,2013 Change

Income 2,493.0 2,230.0 12%

Expenses 2,361.7 2,147.5 10%

Material Consumed 1,678.7 1,194.6 41%

Purchase of traded goods 315.5 631.9 -50%

Changes in Inventories of (152.34) (169.7) -10%

Finished goods and traded goods

Personnel Cost 63.9 49.0 29%

Other Expenses 305.1 285.3 7%

EBITDA 282.0 238.0 18%

Finance Cost 113.4 117.1 -3%

Depreciation & Amortization 37.4 38.8 -4%

Profit before prior period, 131.0 82.1 60% exceptional items and tax

Prior period item/Exceptional (0.04) (0.7) -95% items

Profit before tax 131.0 82.8 58%

Tax Expense 46.2 22.7 103%

Profit after tax 84.8 60.1 41%

2.0 Business Overview

Your Company continued to expand its market offerings and presence through a slew of new initiatives and continued focus on building upon its existing strengths. A key strategic initiative during the year was adoption of a corporate tagline

''Tomorrow Starts Today''. The new tagline reflects Company''s clearer vision of where it wants to go and also its urgency in terms of being time efficient. In another major development, Company introduced Amitabh Bachchan as the global brand ambassador of its flagship brand ''Daawat''. Company successfully completed the pilot launch of two new range of products namely ''MyMy'' packaged snacks and ''Devaaya'' branded staples. The response to both these initiatives have been very encouraging and the Company intends to go- ahead with their full-scale launch over coming quarters. The true potential of Company''s recent focus on high-margin branded foods business coupled with these new initiatives are likely start reflecting in its revenue and profitability growth in a couple of years.

2.1 Branded Business

Company''s revenue from branded segment crossed Rs. 1700 Crore mark during the year, contributing to 70% of the business. The Company entered 8 new countries and grew its export revenue from branded business by 71%. ''Daawat''retained its #2 position among basmati rice brands in India while ''Royal''remained the largest selling basmati brand in the US markets. Company''s new launches namely ''MyMy'' and ''Devaaya'' staples coupled with aggressive promotion of ''Daawat'' with Amitabh Bachchan helped the domestic branded business grow by 37%.

Company is marching forward with a definitive business strategy in terms of products as well as markets for aggressive growth of its branded business. All its mass and niche brands are well positioned to scale accelerated growth over coming years.

2.2 Geographic performance

The Company is continuing to build upon its strong export base of North America by deploying intense focus on relatively newer and not yet explored geographies including the Middle East and Europe. Company''s priority on high- margin branded business is leading to increased sales of branded products in export segment too. Company recorded a 45% volume growth and 71% revenue growth during the year. Branded exports contribution to overall revenues grew to 41% in FY 14 from 35% in the previous year. This was primarily driven by a handsome 97% volume growth achieved in the Middle East region.

2.3 Dividend

Your Company''s Board of Directors has recommended a dividend of Rs. 2.25/- per equity share of face value of Rs. 10 each for the year ended 31st March, 2014, subject to shareholders'' approval in the ensuing Annual General Meeting. The total payout including the dividend distribution tax amounts to Rs. 692.83 Lacs.

In case of shares held in physical form, dividend shall be paid to members whose names appear in the register of members as on 02 September, 2014 and for shares held in dematerialized form, the dividend will be paid to those members whose names get furnished by NSDL and CDSL as beneficial owners as on that date.

2.4 Unclaimed Dividend and Transfer to Investor Education and Protection fund (IEPF)

Pursuant to Section 205A and Section 205C of the Companies Act, 1956, 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 amount of such dividend for the financial year 2006-2007, remaining unclaimed for the period of seven years should be transferred to Investor Protection Fund and cannot be claimed therefrom.

The amount of dividend unclaimed /unpaid for the financial year 2007-2008 to 2010-2011 lies in the respective unpaid dividend account and can be claimed from Company''s Registrar and Transfer Agent i.e Bigshare Services Private Limited, before the due date for transfer of the same in IEPF account.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of information regarding Unclaimed amount lying with Companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company as on 23rd September 2013(date of last AGM) on its website i.e www.ltgroup.in and also on website of Ministry of Corporate Affairs.

2.5 Reserves

Out of the amount available for appropriation, Company''s Directors propose to transfer Rs. 3.85 Crores to General Reserve and retain Rs. 178 Crores to Profit and Loss account.

3.0 Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed that:

- in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the annual accounts of the Company on a ''going concern'' basis in the Section

4. Auditors and Auditor''s Report

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

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

a) Remuneration includes basic salary, allowances, taxable value of perquisites etc. The term remuneration has the meaning assigned to it in explanation to Section 198 of the Companies Act, 1956.

b) None of the employee is relative of any Director of the Company.

c) None of the employees neither draws remuneration in excess of that drawn by the Managing director(s) or whole-time director and holds more than 2% of the equity shares of the Company as on 31st March 2014.

6.0 Environment and Efficiency

6.1 Power Usage

The Company has always focused on optimum usage of resources and has always laid a concerted stress on energy conservation for that matter. In earlier years, the Company had been purchasing power from energy exchange for limited slots approximately 8 hrs per day which was resulting in savings between Rs. 3--5 Lacs per month. Later on, this was shifted to a 24 hrs per day purchase which resulted in an increase in savings monthly. This improvement resulted in a net saving of approximately Rs. 2 Crores for FY14.

Per unit Cost was strictly monitored on daily basis root cause for deviations were analyzed. Installation of sensors on was done on all machines for automatic stoppage during no material situation. Through such changes we were able to reduce the power consumption of polisher plant from 5 units per quintal to 4.5 units per quintal which was a major breakthrough. This reduction in units per quintal resulted in a saving of approximately Rs. 30 Lacs for FY14.

Power & Fuel Consumption (Varpal Plant)

PARTICULARS Year Year 2013-14 2012-13

ELECTRICITY Through Purchases

UNITS 4,252,800 3,439,157

TOTAL AMOUNT(Rs.) 32,769,610 23,199,870

Rate/Unit(Rs.) 7.71 6.75

Through Diesel Generator

Units generated 140,800 308900

TOTAL AMOUNT(Rs.) 2,614,711 6,162,100

Cost/Unit(Rs.) 18.57 19.95

Power & Fuel Consumption (Bahalgarh Plant)

PARTICULARS Year Year 2013-14 2012-13

ELECTRICITY Through Purchases

UNITS 18,957,610 15,058,706

TOTAL AMOUNT(Rs.) 143,355,134 90,575,608

Rate/Unit(Rs.) 7.56 6.01

Through Diesel Generator

Units generated 747,715 2,397,238

TOTAL AMOUNT(Rs.) 10,287,336 29,150,414

Cost/Unit(Rs.) 13.76 12.16

6.2 Compressed Air Line Leakage

During the year a noticeable increase in overall power consumption of Bahalgarh plant was observed. A team was developed whose role was to figure out this unwanted consumption at different plant areas through internal audits conducted at regular intervals. A strong monitoring and inspection mechanism was developed at all stages of operation and few major leakages were found which were left unnoticed. These leakages resulted in excess power consumption. Such leakages were corrected and an overall savings of approximately Rs. 20 Lacs was observed for FY14.

6.3 Head Rice Rejection

Following a policy of strict quality adherence, sound Grain monitoring was made more robust and strict. Samples of rejected material stored in jumbo bags and were sent to Lab for reanalysis. Savings noticed for FY 14 was approximately Rs. 9 Lacs.

6.4 Management of Port of Loading

Efficient management of port of loading for Export shipments was being done. Savings due to this transformation of port of loading Mumbai v/s Mundra/Pipavav was approximately 34 Lacs.

6.5 Weighment Charges

Savings in Weighment charges directly at ICD from Concor for FY 2013-14 was approximately 4 Lacs.

7.0 Foreign Exchange Earnings and Outgo

14.1 Activities relating to export, initiatives to increase exports, developments of new exports for products and services and export plan.

The Company has continued to maintain focus and avail of export opportunities based on economic considerations, during the year, the Company has exports (FOB Value) worth Rs. 82744.63 Lacs.

7.1 Total Foreign exchange earned and used

Expenditure in Foreign Currency

(Rs. in lacs)

PARTICULARS March 31, March 31, 2014 2013

Value of imports on CIF basis

Capital goods 112.83 94.67

Packing materials - 7.42

Stores and spares 79.45 -

Other Food Items - 14.27

192.27 116.36

Expenditure in foreign currency

Legal fees 32.88 124.54

Interest and other charges to - 507.67 bank

Steamer freight 275.16 2,721.20

Sales promotion 33.56 72.57

Commission on export sales - 87.22

Others 263.10 504.47

Total 604.71 4,017.66

7.2 Income in Foreign Currency

FOB Value of Exports

(in lacs)

PARTICULARS March 31, March 31, 2014 2013

RICE 82,739.58 83,741.06

Others 5.05 6839.64

Total 82,744.63 90,580.70

8.0 Research and Development

LT Foods is pursuing an aggressive growth path, planning on double-digit CAGRs year on year. The Company plans to be one of India''s leading FOOD Companies with a rich basket of foods. 5 years hence, the Company intends to have its brands in Staples and Value Added food categories.

With the launch of the MyMy Brand of Healthy Snacks, your Company entered an exciting arena of instant crisps and mixes. The Company aspires to become a rage in the field and bring these snacks to the peak of the snack food industry. The initial response to the products has been good. Food distributors from Africa, Middle East, Australia and North America praised these products at a recent Global Food Show.

Looking ahead, the Company is progressing steadily towards launching new line of products specific to regional diversity of India. Using Chefs with regional culinary expertise and Company''s Food Technologists, LT Food has captured these delights into a format that will make preparation easy at home. No fuss no mess, just a PERFECT dish on the table. This new line of products will be launched this year and the line will be kept exciting with the introduction of new items from time to time.

Gurgaon-based R&D group of LTF is also working on products for our USA Subsidiary. A faster development cycle coupled with speed to market is the mantra. A new pilot processing facility will be added soon for the group to work in and develop convenience food products. The Company believes with the new added tools this group will keep the new product pipeline full, so that are dream becomes a reality long before the 5 years deadline that the Company has set for itself.

9.0 Material Changes occured beetween the end of financial year and the date of report

Fire accident at one of the Company''s subsidiary i.e. Daawat Foods Limited works located at Plot No. 7, Satlapur Growth Centre, Phase-II, Industrial Area, Mandideep, District Raisen, Madhya Pradesh on June 07, 2014 around 04.00 am.

The fire is controlled with the help of local fire agency but significant stock of raw material i.e. Paddy got burnt into fire. The production area of the plant is fully safe and no casualty has happened.

9.1 Business Restructuring

The Company has formed two Special Purpose Vehicles on 20th May, 2014 named as Raghuvesh Agri Foods Private Limited and Raghuvesh Warehousing Private Limited with 40%stake to build and construct silos for Madhya Pradhesh government.

Corporate Governance Report

In adherence to the Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance along with Auditors certificate on its compliance is attached as Annexure and forms integral part of this Report.

Future Strategy

Going forward, the Company plans to penetrate deeper into the global markets and continue to strengthen its product basket by offering diverse products. With growing brand patronage, LT Foods is looking to bring in more and more varieties to its existing brand umbrella. The Company has already introduced Atta, Suzi, Besan, Dalia, Poha, and Maida under its Devaaya brand umbrella. It plans to add Sauces, Healthy Bars and Rice Cakes etc., to its product offerings.

In its bid to expand internationally, the Company is also attentive to any alliance or partnership opportunities coming its way. It is also inclined towards inorganic ways of expansion. Internally, the Company also looks forward to have a more efficient and optimum utilization of its funds. In terms of trade, it plans to foray even deeper into the Middle East, Far East and United Kingdom. On back of these initiatives and plans coupled with its current growth momentum, LT Foods'' business outlook remains positive over coming years.


Mar 31, 2013

The Directors are pleased to present the 23rd Annual Report of your Company, together with the Audited Statement of Accounts for the Financial year Ended 31st March 2013.

FINANCIAL PERFORMANCE (CONSOLIDATED)

The Company''s progress was manifest in the excellent numbers as per the consolidated financial highlights for the year ended March, 31, 2013, as under:-

$ in Crores

FISCAL FISCAL ChANGE 2013 2012 $ in Crores $ in Crores % change

Income 2229.58 1435.50 55.32

Expenses

material consumed 1,194.57 701.83 70.21

Purchase of traded goods 631.88 399.47 58.18

Changes in inventories of Finished goods and traded (169.68) (68.83) 146.52 goods

Employee benefits 49.47 42.58 16.18

Other expenses 285.32 182.82 56.07

EBITDA 238.02 177.63 33.99

Finance cost 117.13 107.48 8.98

Depreciation & amortisation 38.84 33.96 14.37

Profit before prior period, 82.06 36.20 126.75 exceptional items and tax

Prior period item/Exceptional items (0.72) 36.21

Profit before tax 82.78 (.02 )

Tax expense 22.71 2.00

Profit after tax 60.07 (2.01)

The financial year 2012-13 proved to be a landmark year for the Company which defied a contrarian economic environment to post exceptional performance across all parameters. The Company reported impressive numbers with the top line growing at 55 per cent over previous year to cross $ 2,000 Crores mark. PBT and PAT also showed significant increase over the previous year, thus underlining the financial robustness of the Company.

The Company reported increased sales, driven by expansion into new geographies, strengthening of distribution network, diversification into new business and new product streams. Total revenue stood at $ 2,229.58 Crores, up from $ 1,435.50 Crores from previous year. Similarly, EBIDTA stood at $ 238 Crores compared to $ 178 Crores in the previous year, representing an increase of 34 per cent.

On standalone basis, the Company''s revenues stood at $ 1667.48 Crores, representing a growth of 66.77 per cent over the previous year. Revenues from domestic sales stood at $ 713.55 Crores, an increase of 40.82 per cent, while revenue from export sales stood at $ 940.12 Crores, showing a significant increase over the previous fiscal - a clear indicator of the Company''s sustainable growth charter.

The Company''s growth story was scripted by aggressive marketing initiatives and a focused brand building drive. This judicious mix of branding and marketing initiatives augmented the leadership strength of its key Basmati Rice brands, thus adding to both its top and bottom line growth. ''Daawat'' and ''Royal'', which continue to be the consumers'' first choice of branded Basmati Rice, contributed over 50 per cent of the total revenue of the Company. The other key Basmati Rice brands, such as ''Devaaya''

''Heritage'' and ''Rozana'', also strengthened the product basket, both in the Indian and International markets. All these immensely popular brands enabled the Company to be the first choice of consumers across all price points and this played a vital role in adding to the top line growth. Exports, too, improved as the Company continued to foray into new geographies, even as well established markets of Middle East, USA and UK posted excellent numbers. The Company, during the year, expanded its presence in another 15 geographies across Africa and Far East markets, opening new vistas of growth for the future.

DIVIDEND

your Directors have recommended a dividend of $ 2/- per equity share for the year ended 31st March, 2013, amounting to $ 523.37 Lacs, on which the Company paid tax of $ 88.95 Lacs. Dividend shall be paid to members whose names appear in the register of members as on 18th September, 2013; in respect of shares held in dematerialized form, it will be paid to members whose name are furnished by NSDL and CDSL, as beneficial owners as on that date.

UNCLAIMED DIVIDEND

Pursuant to provisions of Section 205A and Section 205C of The Companies Act, 1956, 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 (IEFP) established by Central Government.

The amount of dividend for the financial year 2005- 2006, remaining unclaimed for the period of seven years, has been transferred to the IEPF of Central Government and cannot be claimed therefrom. The amount of dividend unclaimed/unpaid for the Financial years 2006-2007 to 2010 -2011 lies in the respective unpaid dividend accounts and can be claimed from Bigshare Services, the Registrar and Share transfer agent before the due date for transfer of the same.

The Company has already written to the shareholders informing them about the due dates for transfer of unclaimed dividend to IEFP. Attention of the stakeholders to this matter is again drawn through the Annual Report. Shareholders are requested to contact the Registrar for claiming the unclaimed dividend standing to the credit of their account.

TRANSFER TO RESERVES

Out of the amount available for appropriation, your Directors propose to transfer Rs 253.69 Lacs to General Reserve and retain Rs 2,516.50 Lacs to profit and loss account.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205A (5) and 205C of The Companies Act, 1956, relevant amount which remained unpaid or unclaimed for a period of seven years has been transferred by the Company to IEPF.

Pursuant to provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company as on 19th September, 2012 (Date of last AGM) on its website, www.ltgroup.in, and also on the MCA website.

PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956.

A statement pursuant to section 212 of the Companies Act, 1956, relating to subsidiary

companies, is attached to this Annual Report. In terms of general exemption granted by the Ministry of Corporate Affairs vide its circular No. 2/2011 dated 8th February, 2010, the audited accounts and Report of Board of Directors and Auditors of the Company''s subsidiaries have not been attached to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The annual accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder, including the shareholder of subsidiary company, at the registered office of the Company and its subsidiary during the working hours on all working days.

In accordance with the Accounting Standard, AS-21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company include the financial information of all its subsidiaries.

CORPORATE GOVERNANCE

The Company has been in compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange, and a certificate from the Auditors to this effect is made part of the Annual Report

The Board lays strong emphasis on transparency, accountability and integrity. Its ''Governance Committee'' has been specifically assigned the task of analysing the clause with respect to good governance practice. Doing the right thing in the right way, and ensuring that the right safeguards, checks and balances are in place, is a key component of the Company''s Corporate Governance policy.

In terms of sub clause (v) of Clause 49 of Listing Agreement, Certificate of CEO/CFO, inter alias, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of said Report.

COST AUDITOR

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 and, vide its notifications, has made mandatory the appointment of Cost Auditor for certain Companies. The same is applicable to the Company and, in accordance with provision of law, Mr Vipul Bhardwaj, Practising Cost Accountant, had been appointed to conduct cost audit for the financial year ending 31st March, 2012, and the cost audit report for the said financial year shall be filed with the Central Government within the prescribed time.

Mr Vipul Bhardwaj has been reappointed as Cost Auditor for the financial year 2012-2013 in accordance with the provisions of the law.

AUDITORS

Walker Chandiok & Co, Chartered Accountants,, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Statutory Auditors if reappointed. The Audit Committee and the Board of Directors recommend their reappointment as statutory auditors for the financial year 2013-2014 for shareholders'' approval.

Paragraph B (10) of schedule 18 in the notes on accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

a. Employed throughout the year under review and were in receipt of remuneration for the year which, in aggregate, was not less than

$ 6,000,000/- per annum

b. Employed for a part of the year under review and were in receipt of remuneration for any part of the financial year at a rate, in aggregate, not less than $ 5,00,000/- p. m.: NIL

Mr. Vijay Kumar Arora, Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora are relatives within the meaning of Section 6 of the Companies Act, 1956.

*Mr Ashwani Kumar Arora was paid salary from overseas subsidiary Nice International FZE.

PARTICULARS OF CONSERVATION OF ENERGy AND TECHNOLOGy ABSORPTION AND FOREIGN ExCHANGE AND OUTGO

Information as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is set out hereunder:

Conservation of energy

Sustainable growth requires greater focus on energy conservation, which is a priority area for the Company. The Company''s continued efforts to reduce and optimise the use of energy consumption have shown positive results. Better controls are planned to achieve further reduction in energy consumption. All the new manufacturing facilities of the Company are equipped with hi-tech energy monitoring and conservation systems to monitor usage.

The Company has undertaken various initiatives at its Amritsar plant for energy conversation. These include:

- Installation of VFD drives to all motors above 40 HP capacity

- Soft starter graders attached with VFD

- 0.98 power factor maintained by all capacitors Installations of street lights with timers

- Interlocking and automation of electric motors for ideal running of motors

- Caution Alarms on steam and pressure headers to deliver best quality steam

Technology Absorption, Adaptation and Innovation:

1 During the year, the Company made significant strides in improving its overall infrastructure at its Rice milling unit by adding new Rice Silos, in addition to the paddy Silos it already had in place. The Company is also adding new packaging lines with new re-closable small packs for the mainstream stores across the world.

2 The Company has gained the benefits derived as a result of the abovementioned efforts, e.g. product development, product improvement, cost reduction, automation, etc.

The said efforts also helped in satisfying consumer needs as well as business requirements of introducing new and consistent products with better quality. This will help the Company sustain the growth momentum built over the years and successfully take it forward into the future.

Imported Technology

To keep its manufacturing systems and processes upgraded at all times, the Company imports machinery for its various projects from time to time.

QUALIFICATIONS IN AUDITORS REPORT

1 With regard to qualifications contained in the Auditors Report with respect to excess remuneration paid by the Company to the Managing Directors, we wish to inform that the same has been approved by Central Government on 27th May, 2013.

2 With regard to qualifications for updating its records of fixed assets, we hereby confirm that the Company is in the process of updating its records for showing full particulars, including quantitative details and situation of fixed assets.

DIRECTORS'' RESPONSIBILITy STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profits of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis

EMPLOyEE STOCK OPTION SCHEME

Under the Employee Stock Option Scheme of the Company, as based on the approval of members in the Annual General Meeting held on 30th September, 2010, and in accordance with the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the same are set out in annexure to the Report.

During the period under review, the Company allotted 1,56, 253 Equity shares of face value of Rs 10/- each, upon exercise of stock options by eligible employees/Directors of the Company/subsidiaries under LT Foods Employees Stock Option Plan 2010.

The Company hereby states that it shall conform to the accounting policies as per the ESOP guidelines. It further specifies that the valuation has been done on fair value.

FUTURE OUTLOOK

In line with its sustainable growth agenda, LT Foods is focused on expanding and strengthening its brand, product and leadership foundation. The thrust, going forward, shall be on multi-product and multi- geography expansion, backed by aggressive marketing and distribution campaigns and networks in both, the domestic and International markets.

Leveraging its strong supply chain capabilities, as well as global networks and collaborations, the Company shall continue to work on developing its Agri food business across the value chain. It shall also continue to expand its product basket with innovative offerings.

The focus on growing the Basmati Rice business shall remain. The Company shall further expand its geographic footprints in this business. While the Middle East will continue to be a key growth driver, the recently added African market also offers a huge growth potential, along with Australia and the Far Eastern region. Going forward, LT Foods plans to further expand its products offerings by launching its ''Ready-to-Eat'' snacks in all overseas markets.

The Agri-infrastructure business vertical also offers exciting growth opportunity in view of the huge shortage of grain storage facilities, and the Company is well positioned to capitalise on it.

CAUTIONARy STATEMENT

Statements in the Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities, law and regulations. The Company assumes no responsibility to publicly amend, modify or revise forward looking statements, on the basis of subsequent event or development. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations affecting selling price of finished goods, input availability and price, changes in Government regulations, tax laws, economic development within and outside the country and other factors such as litigation and industria relations.

APPRECIATION

The Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place its appreciation for the support and co-operation that the Company received from suppliers, distributors and others associated with the Company as its trading partners. The Company has always looked upon them as partners in its progress and has happily shared with them the rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with customer interest.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges for their continued support. The directors also wish to place on record their appreciation of the contribution made by the business partners associated at all levels.



For and on behalf of the Board of Directors

IT Foods Ltd.



Vijay Kumar Arora

Chairman & Managing Director

Place: Gurgaon

Date: 13.08.2013


Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE (CONSOLIDATED)

The consolidated financial highlights of the Company for the year ended March 31, 2012 are as under:-

(Rs in Crores)

Fiscal 2012 Rs in Crores % of revenue

Income 1,435.50 100%

Expenses - -

Material consumed 701.83 48.9%

Purchase of traded goods 399.47 27.8%

Changes in inventories of finished goods and traded goods -68.83 -4.8%

Employee benefits 42.58 3.0%

Other expenses 183.22 12.8%

EBITDA 177.23 12.3%

Finance cost 107.48 7.5%

Depreciation & amortisation 33.96 2.4%

Profit before prior period, exceptional items and tax 35.79 2.5%

Exceptional items & prior period items 35.81 - Fiscal 2012 Rs in Crores % of revenue

Profit before tax -0.01 -

Tax expense 2.00 0.1%

Profit after tax -2.01 -0.1%

Fiscal 2011 Rs in % of % growth Crores revenue Income 1,265.61 100% 13.4%

Expenses 702.75 55.5% -0.1%

Material consumed 219.42 17.3% 82.1%

Changes in inventories of finished 20.20 1.6% - good and traded goods

Employee benefits 35.26 2.8% 20.8%

Other expenses 168.88 13.3% 8.5%

EBITDA 119.10 9.4% 48.8%

Finance cost 58.74 4.6% 83.0%

Depreciation & amortisation 25.96 2.1% 30.8%

Profit before prior period, exceptional 34.40 2.7% 4.0% items and tax

Exceptional items & prior period items 0.54 - -

Profit before tax 33.86 - -

Tax expense 8.66 0.7% -

Profit after tax 25.20 2.0% -

FINANCIAL REVIEW FOR THE YEAR

The financial year 2011-12 was unusual in certain ways. Though there was an improvement in sales and EBITDA by 13.4% and 48.8% respectively against the previous year, however, due to significant rupee depreciation against the US Dollar, there was a significant drop in profit before tax on account of increased finance cost and exchange losses.

The Company recorded consolidated sales of Rs 1,435.51 Crores against Rs 1,265.61 Crores in the previous year representing an increase of 13.4% against last year. This increase was primarily on account offs geographical expansion, increased reach in the consumer market and expansion in new business verticals. However, despite improved sales and EBITDA margins, due to the sharp rupee depreciation against US Dollar, there was an exceptional charge of Rs 35.62 Crores that impacted the bottom-line.

On the standalone basis, the Company's revenues grew by 19.47% to reach Rs 999.85 Crores, from Rs 836.93 Crores in the preceding year. Revenues from domestic sales stood at Rs 506.72 Crores, an increase by 19.49%, while revenues from export sales stood at Rs 477.48 Crores recorded an increase of 15.06%.

The Company's export turnover spurted by 15% as compared to 6.3% in the last year. With a plan to enhance the Company's brand image across the globe, the Company is stepping into new markets to launch and establish its flagship brand, 'Daawat'

The Company has always believed in long-term growth and invested in related business verticals to be ready to seize growth opportunities as well maintaining sustainable growth in the domestic and international market.

DIVIDEND

In view of losses incurred by the Company, no dividend has been proposed for the year ended 31st March, 2012.

CULTURE ALIGNMENT

Propagation of Group Vision and Mission across the location/SBUs

* STRONG EMPLOYEE VALUE PROPOSITION

Increase access to talent and employee commitment

* TALENT MANAGEMENT

Leverage human capital to maximise our growth

PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary Companies is attached to the Annual Report. In terms of general exemption granted by the Ministry of Corporate Affairs vide its Circular No. 2/2011 dated 8th February, 2011, the audited accounts and Report of Board of Directors and Auditors of the Companies subsidiaries have not been attached to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The annual accounts of the subsidiary company and the related detailed information are open for inspection by any shareholder including the shareholder of subsidiary company at the registered office of the Company and its subsidiary during the working hours on all working days.

In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountant of India, Consolidated Financial Statements presented by the Company include the financial information of all its subsidiaries.

CORPORATE GOVERNANCE

The Company has been in compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange and a certificate from the Auditors to this effect is made part of the Annual Report.

Committed to the practice of good Corporate Governance, the Board lays strong emphasis on transparency, accountability and integrity, with its 'Governance Committee' specifically assigned the task of analysing the clause with respect to good governance practice.

In terms of such sub clause (v) of Clause 49 of Listing Agreement, Certificate of CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of said Report.

DIRECTORS

Mr. Jagdish Chandra Sharma and Mr. Ashwani Kumar Arora, Directors of the Company, are retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company's Directors recommend their re-appointment.

During the period under review, Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora were re-appointed as Joint Managing Directors subject to approval of shareholders. The Directors recommend approval of their re-appointment, the particulars of which are contained in the Notice of the Annual General Meeting.

The brief resume of the said Directors, as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is provided in the annexure to the notice of Annual General Meeting.

The details of the different Committees of the Board of Directors are provided in the report on Corporate Governance annexed to the annual report.

AUDITORS

M/s Walker, Chandiok & Company, Chartered Accountants, the Statutory Auditors' of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Statutory Auditors, if re-appointed the Audit Committee and the Board of Directors recommend their re-appointment as statutory auditors for the financial year 2012-2013 for shareholders' approval.

Paragraph B (10) of schedule 18 in the notes on accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

EMPLOYEES (DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975:

Name Age (years) Designation Qualification and Experience

Vijay Kumar Arora 53 Chairman and Graduate Managing Director

Ashwani Kumar Arora 44 Joint Managing Graduate Director

Surinder Kumar 49 Joint Managing Under Graduate Arora Director

Vivek Chandra 55 CEO- Foods MBA

Name Gross Date of Particulars Remuneration Commencement of last of employment employment

Vijay Kumar Arora 78,00,000/- 29.09.2004 N.A

Ashwani Kumar Arora 59,56,400/- 22.06.2007 N.A

Surinder Kumar Arora 60,76,000/- 22.06.2007 N.A Vivek Chandra 80,00,000/- 24.11.2010 Associated Birtish Foods

a. Employed throughout the year under review and were in receipt of remuneration for the year which, in aggregate were not less than Rs 60,00,000/- per annum

b. Employed for a part of the year under review and were in receipt of remuneration for any part of the financial year at a rate in aggregate, were not less than Rs 5,00,000/- p. m. : NIL

Mr. Vijay Kumar Arora, Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora are relatives within the meaning of Section 6 of the Companies Act, 1956.

RESEARCH & DEVELOPMENT

In line with its growth objectives, the Company set out its Research and Development priorities to develop new products that deliver health and taste and, at the same time, provide ease of preparation, specially for those who are new to the kitchen. The Company's entire MYMY brand of snacks food products were improved to deliver greater believability of healthy snacking and were given a more attractive eye appeal.

A full line of value-added rice is ready to go to the market in the coming year. These new products will add value to the Company's base rice and deliver excitement on the plate. Easy and quick preparation in the kitchen is the basis for these new products.

R&D made a concerted effort, along with Plant QA Departments, to increase product safety and quality awareness at all the manufacturing facilities. Product safety will play greater importance in all the markets and without which future sales will not be sustainable.

Food Research and Development continues to be focused on providing food options with the combination of superior aroma and taste, with specific enhancement in health and nutritional benefits to consumers. A series of new and superior products are under development helped by the Company's formidable R&D in this domain. Overall, R&D continues to occupy the centre stage in the scoping and conduct of business.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are set out hereunder:

CONSERVATION OF ENERGY

Energy conservation is a priority area for the Company. The Company's continued efforts to reduce and optimise the use of energy consumption have shown positive results. Better controls are planned to achieve further reduction in energy consumption. All the new manufacturing facilities of the Company are equipped with hi-tech energy monitoring and conservation systems to monitor usage.

Power & Fuel Consumption (BHL Plant including Kamaspur)

Particulars 2011-12 2010-11

Electricity - -

Through Purchases - -

Units 12674360 11742820

Total Amount (Rs) 71,028,965 60,026,608

Rate/Unit (Rs) 5.60 5.11

Through Diesel Generator - -

Units generated 875741 1786579

Total Amount (Rs) 10,822,556 18,120,021

Cost/Unit (Rs) 12.36 10.14

Power & Fuel Consumption (Varpal Plant)

Particulars 2011-12 2010-11

Electricity - -

Through Purchases - -

Units 3589430 1833068

Total Amount (Rs) 21,000,347 11,479,760

Rate/Unit (Rs) 5.85 6.26

Through Gen Set - -

Units generated 72,400 34,800

Total Amount (Rs) 869,078 520,261

Cost/Unit (Rs) 12.00 14.95

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. During the year, the Company made strides in improving its overall infrastructure at its rice milling unit by adding new rice silos, which were in addition to the paddy silos it already had in place. The Company is also adding new packaging lines with new re-closable small packs for the mainstream stores across the world.

2. The Company has gained the benefits derived as a result of the above said efforts, e.g. products development, product improvement, cost reduction, automation, etc.

The said efforts also helped in satisfying consumer needs as well as business requirements of introducing new and consistent products with better quality.

IMPORTED TECHNOLOGY

The Company is importing machinery for the projects from time to time.

Details of Foreign Exchange Transactions

(Rs in lacs) Standalone Amount Important CIF Basis

Packing Material 7.44

Spare Parts & Consumables 14.08

Capital Goods 225.01

Total 246.53

Expense in Foreign Exchange 3108.15

Earning in Foreign Exchange 45779.70



DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis.

EMPLOYEES STOCK OPTION SCHEME

Under the Employee Stock Option Scheme of the Company as based on the approval of members in the Annual General Meeting held on 30th September, 2010 and in accordance with the disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the same are set out in annexure to the Report.

The Company hereby states that it shall conform to the accounting policies as per the ESOP guidelines. It further specifies that the valuation has been done on fair value.

FUTURE OUTLOOK

A combination of positive developments and factors indicate a positive outlook for the Company's businesses, going forward. The most notable among these is the Government's move to allow basmati rice to be exported without any minimum export price. This will help basmati rice exporters by improving the price competitiveness of Indian firms in overseas markets.

The development comes at a time when the Chinese Government has decided to import basmati from India - a move that is expected to fetch higher premium for Indian basmati. The growing foreign demand and China's interest in importing from India is expected to trigger competition in the industry and the Company anticipates a huge surge in price realisation as a result.

Overall, demand for Indian basmati has been fairly good in global markets, particularly in Iran, Iraq, Saudi Arabia, Europe and the US, despite unfavourable global economic conditions. With an estimated annual production at 7.5 million tonnes, India has a 70% share in the global basmati export market. Considering that basmati rice production volumes remain almost stagnant and chances of inclusion of the non-basmati variety of higher quality are minimal, the growing foreign demand is expected to prove beneficial for exporters.

Going forward, the Company shall continue to focus on creating value across the agri food chain through several initiatives, which include:

- Diversifying the business portfolio with value-additions to the product range

- Geographical expansion

- Building the brand in existing and new markets

- Expanding business through the organic as well as the inorganic route

- Exploring newer synergistic businesses - Strengthening distribution reach-Introducing healthy ready-to-eat snacks - Enriching the product basket

The Company expects these focused initiatives to provide strong impetus for long-term growth and value creation.

CAUTIONARY STATEMENT

Statement in the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities, law and regulations. The Company assumes no responsibility to publicly amend, modify or revise forward looking statements, on the basis of subsequent event or development. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations affecting selling price of finished goods, input availability and price, changes in Government regulations, tax laws, economic development within and outside the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

The Directors also take this opportunity to thank all investors, clients, vendors, bankers, regulatory and Government authorities and stock exchanges for their continued support. The Directors also wish to place on record their appreciation of the contribution made by the business partners associated at all levels.

For and on behalf of the Board of Directors

LT Foods Limited

Place: Gurgaon Vijay Kumar Arora

Date: 13.08.2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 21st Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31 st March 2011 (FY 11).

FINANCIAL RESULTS

The Consolidated financial highlights of the Company for FYII are as follows:

( Rs. in lacs)

Particulars FY 11 FY 10

Income 1,28,138.01 1,08,449.44

Gross Profit 25,758.18 26,007.24

Depreciation 2,595.81 2,374.41

Profit before Tax 3,440.36 4,170.45

Taxation 866.98 1,072.63

Net Profit for the Year 2,519.52 3,315.46

Proposed Dividend on Equity Shares 303.60 462.47

Tax on Proposed Dividend 49.25 76.81

Transfer to General Reserves 161.80 275.10

Dividend Tax for Earlier Years 0 0

Balance Carried Forward 1,760.96 1,868.78

Key Ratios

FY 11 FY 10

Earning Per Share {Rs.) 8.71 11.28

Dividend Per Share {Rs. ) 1.00 1.50

Return on Tangible Net Worth (%) 9.94% 13.90%

FINANCIAL REVIEW FORTHEYEAR

During the year under review, the Company achieved a consolidated turnover of Rs.128,138.01 lacs and PBDIT of Rs.3,440.36 lacs, profit after tax of Rs.2,275.61 lacs. Earning per share for the year stood at Rs.8.71.

The Company continued to diversify its geographic balance of business in domestic as well as export markets. Your Company has also been exploring new business avenues in related agricultural domains.

The detailed analysis of the Company's operations has been provided in the Management Discussion Analysis Report, which forms a part of this report.

DIVIDEND

The Board of Directors has recommended a final dividend of 10% for FY 11, subject to the approval of shareholders at the ensuing Annual General Meeting. This will translate to a total dividend payout of Rs. 287.13 lacs including dividend distribution tax. Your Company's subsidiary, Daawat Foods Limited has also recommended a final dividend of 7.50% for FY 11, translating to a total dividend payout of Rs.166.98 lacs including dividend distribution tax.

TRANSFERTO RESERVES

Out of the amount available for appropriation, your Directors propose to transfer Rs.161.80 to General Reserves and retain Rs. 1,760.96 lacs in the Profit and Loss account.

OVERVIEW

FY 11 marked a strong resurgence in volume and demand growth.

The Food Processing Industry in India has been growing steadily, well-supported by various Government initiatives. The growth is also aided by the social impact of country's economic growth, technological advancement in the agrarian and food processing sectors, increase in farm output, etc. Indian consumers are fast evolving with increased willingness to pay for branded and value added products.

The annual output of food market in India has been around US $155 billions over recent years and the same is expected to reach about $ 344 billions by the year 2025 at an annual growth rate of around4.1%. Country's GDP growth, likely to remain in the range of 8-9% over medium term, augurs well for this projected growth of food market in India.

BUSINESS

LT Foods has emerged as a leading food company with a robust brand portfolio that includes vibrant brands like 'Daawat','Royal' and'My My'. A significant portion of about 70% of rice sales is done under Company's own brands. The Company continues to expand its distribution network and diversify its brand of ferings.

It has successfully forayed into ready-to-eat snacks segment with the launch of rice based roasted snacks under 'My My' brand. Production capability for snacks is being ramped up, in the light of growing demand.

The Company is on course to realize its vision of transforming into a value added agribusiness company. It is setting up a Bio-mass based power plant in Mandideep, Bhopal with an idea to productively utilize the rice husk generated during milling. The Company has recently developed 50,000 MT of foodgrain storage capacity silos in Amritsar under Public Private Partnership model with Pun grain.

The Company will continue to focus on channel initiatives, synergizing all levers, including distribution, trade marketing, market activation and advertising. It will continue to build the edge through wide and deep reach, service quality and customer in sight. Your Directors believe that sustainable investments by way of technology, innovations, consumer communication and continued focuson market developments will benefit the business in creating long term value for all the stake holders.

DIVERSIFICATION AND EXPANSION

The Company continues to evaluate emerging opportunities in its existing as well as other related sectors. LT Foods constantly seeks to achieve higher level of expansion and diversification as a means to strengthen its competitive advantage and enhance margins.

With a belief that growth avenues in agribusiness aren't necessarily confined to the activities within the agricultural fields, the company is evaluating and enacting broader measures of agricultural capital formation. It has embarked upon this through its wholly owned subsidiary Raghuvesh Foods and Infrastructure Limited.

Your Company is venturing into clean power generation through Its step down subsidiary, Raghuvesh Power Projects Limited.

Your Company has five manufacturing plants two in Haryana, one at Mandideep, Madhya Pradesh and two in Punjab - in Varpal and in Bhikiwind. The Varpal plant, set up in the previous year has been operational during the year. The Company has also added a packaging plant at Houston in USA during the year. The Company commandsa combined milling capacity of 65 MT/hour.

PROSPECTS

The Indian food industry is poised to a healthy and steady growth. The health, wellness, functional food and beverages market continue to grow at CAGR of 33% in India. The major growth drivers for the industry include the increasing spend on processed and convenience food, growing food retailing, growth in food processing exports and government's support to the sector. The food retail business in India is growing at annual rate of 30%. Food retailing formats of all kind are growing in India - from neighbor hood stores to super markets to cash and carry stores.

LT Foods is evaluating opportunities in the untapped arenas of the food industry. The Company has embarked upon new products like Fast cooking Brown Rice, Rice cakes, Rice chips. Your Company is also exploring other segments in the food industry and line extensions. Riding on the strength of our R&D, marketing and manufacturing process, the Company is successfully catering to ever evolving and myriad needs of consumers. Your Company's success in marketing and distribution of the commodity and staple market is encouraging us to explore opportunities in other value added products. Your Company strives to emerge as an integrated player with strong capabilities in food processing sector coupled with equally strong backward and forward linkages. Your Company is making pioneering investment in developing infrastructure facility. The Company, with its vision of Customer delight through value added agri business' has marked a strong presence across the food value chain and continues to demonstrate an intense passion for excellence and constant innovation.

FINANCE

Courtesy the capital intensive nature of its business coupled with its continuous expansion and diversification programmes, the Company continues to need working capital and endeavors to procure finance at a competitive rate. The Company has obtained loans from banks at competitive rates. The Company has the policy to hedge funds for the pending orders in hand.

DOMESTIC OPERATIONS

The Company continued to entice and engage consumers through its product mix, innovative packaging, effective communication and aggressive marketing. It took a 360 degree approach in expanding distribution besides improving systems and processes. The Company expanded its distribution network aggressively and placed its brands pan over India with the help of vast and strong distribution network.

Daawat introduced' Usage Based Segmentation' by launching its specialty range including Rice for Biryani, Pulav and Rice with traditional aroma. Food Service segment, which contributes 15% to company's volume, has been consolidated with formation of separate verticals serviced by dedicated teams. Addressing the need of Institutions, specific range under Daawat Chef's Secretz brand was launched during the year.

EXPORTS

Your Company's export tumover grew by 6.3%duringtheyear. The Company is strengthening its distribution in Middle East, especially in Iraq, Kuwait, Yemen and Saudi Arabia. The launch of Daawat Extra Long Grain has been well received in the export markets. The new vibrant packaging that all the leading brands have adorned during the year has worked well with the customers. In order to further strengthen its export business, the Company aims to reduce fixed costs, improve, increase business volumes, access new markets for existing as well as new products and consolidate its international reputation.

QUALITY

At LT Foods/Quality in every grain' has been our mantra for success for long.

The Company remains committed to recognize the needs of customers and respond with superior quality, service and responsiveness.

Your Company has made concerted efforts to upgrade the operating systems to measure up to the International Standards and obtained numerous accreditations on Food Quality and Safety systems.

Bahalgarh plant is certified for ISO 9001:2008, SQF (Safe Quality Food), BRC: 2008, ISOI 4000:2004, OU (kosher) Organic division is certified for ISO 22000:2005, NOP, NPOP and EEC837:2007.

Rice Plant at Bhopal also has ISO 22000:2005 certification while Food plant in the same complex has recently acquired FSSC 22000:2010 - (Food Safety System Standard - Inclusive of ISO 22000 & PAS 220) certification. Food plant at Bhopal is the first plant to have been certified for this standard in India.

All the Food Safety standards are based on HACCP and GMR

SUBSIDIARIES

The Company has nine Indian and five overseas subsidiary companies. During the year under review, the Company has forayed into the business of development of necessary infrastructure for the food industry through its wholly owned subsidiary, Raghuvesh Foods and Infrastructure Limited, which was incorporated during the year.

The Company is poised to venture in the power sector through a step down subsidiary, Raghuvesh Power Projects Limited, which was incorporated as a wholly owned subsidiary of Daawat Foods Limited. During the year, the Company has also incorporated a foreign subsidiary named as LT Foods USA LLC.

Daawat Foods Limited (DFL), the majority owned subsidiary of the Company has introduced Snacks which is a blend of 15 ingredients including instant/puffed rice/rice flakes flavored with mixture of Salt, Sugar, Turmeric, Chilli Powder etc., in the market during the year. The Company has introduced rice cakes/chips in the brand name "My-My" (My Health My Taste) in FY 11. The products are roasted and not fried with fat content as low as 7 per cent. Being rice based, they are easy to digest.

DFL has set up its own Flour Line at Mandideep in order to support SDC Foods India Ltd. in supplying Wheat Flour to Modern Retail stores like Reliance Fresh, Big Bazar, Sab Ka Bazaretc.

Nature Bio-Foods Ltd (NBFL) has successfully completed its 5th running Year of organic food business on 31 st March, 2011. Even as the after-effects of Economic depression are weighing heavily on high ticket organic products across the major organic markets, NBFL managed a growth of 8% in its top line which reached Rs.203.80 million. Besides Organic Rice - basmati and non-basmati, NBFL is consistently growing its business in Organic Sesame and rice based value added products like Rice Flour. It is keenly looking into the possibilities of exporting organic pulses like Lentils, Chickpeas.

SDC Foods India Limited is also growing in key markets and is capturing potential avenues in staples through its subsidiaries, Expo Services Private Limited and Vedic Spices Private Limited.

LT International Limited, a subsidiary of the Company is engaged in trading of various merchandise and the Company is exploring various opportunities for growth.

Kushalnc, a fellow subsidiary of your Company and wholly owned subsidiary of LTO NA, has since its acquisition, rapidly evolved from being a distributor of rice to becoming a full-fledged "farm-to-fork" enterprise with comprehensive traceability responsibility. The company's flagship brand, ROYAL, along with a myriad of product offerings- Basmati and Jasmine rice, Couscous, Arborio rice, Grapeseed oil, Dried Mangoesjea, Specialty Rices, etc. have driven substantial growth during very challenging US economic times characterized by price driven competition. Kusha's diverse channel strategy balanced sales performance among Clubs as well as Retail, Ethnic Markets, Food Service and Private Label. By expanding its product portfolio and distribution across mainstream and deeper into ethnic markets, Kusha is aggressively pursuing new avenues. The introduction of jar packing in Retail, Ethnic and Club stores along with the launch of its new brand extension -Royal Chef's Secret - are focussed efforts to expand Kusha's market presence.

Nice International FZE Dubai, a fellow subsidiary of the Company and wholly owned subsidiary of Sona Global Limited, caters to the market of Middle East and Saudi countries which have a great potential for parboiled rice.

CHANGE OF REGISTERED OFFICE

The Registered office of the Company has shifted from A-21, Green park, Aurobindo Marg, New Delhi - 110016 to Unit No. 134, Rectangle - I, Saket District Centre, New Delhi - 110017 w. e. f 1 st October, 2010 in accordance with the provisions of law.

PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956.

As per section 212 of the Companies Act, 1956, the Company is required to attach the Annual report of the subsidiaries to our Annual Report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8th February, 2011 has provided an exemption to companies from complying with Section 212, subject to the fulfillment of the conditions prescribed in the said Circular. Claiming the said exemption, your Company has obtained the consent of its Board of Directors for not attaching the balance sheet of its subsidiary. The Annual Accounts of the Subsidiary Company and the related detailed information are open for inspection by any shareholder including the shareholder of subsidiary company at the registered office of the Company and its subsidiary during the working hours on all working days.

Accordingly, the Annual report 2010-11 does not contain the financial statement of our subsidiaries. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountant of India, Consolidated Financial Statements presented by your Company in clued the financial information of all its subsidiaries.

CORPORATE GOVERNANCE

Your Company has been in compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange and a certificate from the Auditors to this effect is made part of the Annual Report.

In its practice of good Corporate Governance over the year, the Board lays strong emphasis on transparency, accountability and integrity with its 'Governance Committee' to specifically analyze the clause with respect to good governance practice.

In terms of such sub clause (v) of Clause 49 of Listing Agreement, Certificate of CEO/CFO, inter alias, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Annual Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented as a separate section forming part of this Annual Report.

DIRECTORS

Mrs. Radha Singh and Mr Surinder Kumar Arora, Directors of your Company are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

During the period under review Mr. Alok Sinha, was appointed as an Additional Director of the Company on 15.11.2010. He is an Independent Director on the Board of the Company. The Company has received a Notice from a Member under section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Alok Sinha for the office of Director. Your Directors recommend approval of his appointment, the particulars of which are contained in the Notice of the Annual General Meeting.

Mr. Ashok Kumar Arora, Joint Managing Director of your Company resigned as Joint Managing Director and Director of the Company on 31.03.2011. The Board of Directors places on record their sincerest appreciation for the contribution made by Mr. Ashok Ku mar Arora as member of the Board during his tenure.

The brief resume of the said directors as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is provided As an annexure to the notice of Annual General Meeting.

The details of the different Committees of the Board of Directors are provided in the report on Corporate Governance annexed to the annual report.

AUDITORS

M/s Walker and Chandiok, International Accountants & Business Advisers, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept the office of Statutory Auditors if reappointed. The Audit Committee and the Board of Directors recommend their reappointment as statutory auditors for the financial year 2011-2012 for share holders approval.

Paragraph B (10) of schedule 18 in the notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

HUMAN RESOURCE DEVELOPMENT

The Company engaged E&Y to build best practices in HR. Company's HR team had ensured companywide participation of employees in developing and adopting the core values of the organization. These values are Ownership, Business Ethics, Passion for Excellence, Innvoation and Customer Centricity.

The Company plans to hire talent at top B-schools. It has initiated special trainings to build the team of management students to come up with new ideas and development methods so as to build a strong career graph.

The IT and HR teams have jointly launched the intranet facility for employees so as to facilitate staff to share the knowledge and discuss within the team through the online facility. This helps in building a culture of openness and transparency within the organisation. The site also helps employees to track their personal records and leave records. It also updates them on Company information and the new trainings. The principle behind launch of this intranet facility was Open Door Policy structure and a flexibility on people related matters.

HR team did organize several training activities and celebrations during the year.

In 2010, LT Foods Limited was awarded for "BEST PLACETO WORK' by Haryana Government.

EMPLOYEES (Disclosure under section 217(2A) of the Companies Act, 1956)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975

Name Age Designation Qualifica -tion and Gross Date of Commencement Partic -ulars of (Years) Experience Remunera -tion of employment last employ -ment

VijayArora 53 Chairman and Graduate 78,09,360 29.09.2004 N.A. Managing Director (33 years)

Ashwani Kumar Arora 44 Joint Managing Graduate 60,09,360 22.06.2007 N.A. Director (25 years)

Surinder Kumar Arora 49 Joint Managing Under Graduate 69,06,360 22.06.2007 N.A. Director (29 years)

Employed throughout the year under review and were in receipt of remuneration for the year which, in aggregate was not less than Rs. 60,00,000/- per annum

a. Employed for a part of the year under review and were in receipt of remuneration for any part of the financial year at a rate in aggregate, were not less than Rs. 5,00,000/- p. m.:

Name Age Designation Qualifica -tion and Gross Date of Commencement Partic -ulars of (Years) Experience Remunera -tion of employment last employ -ment

VivekChandra 54 CEO-Foods MBA 28,26,000 23.10.2010 Associa -ted British (30 years) Foods

Mr. Vijay Arora, Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora are relatives within the meaning of Section 6 of the Companies Act, 1956.

RESEARCH & DEVELOPMENT

Innovate, Innovate, and Innovate....that's the mantra to improve current and future profits. Process and Product development activities gave birth to mouth-watering rice based roasted snacks.

Development work was also completed on Fast Cook Brown Rice with 1-year shelf life and a cook time of just 10 minutes. This product is currently exported to USA markets, but will soon be launched in India. Whole grain is Heart friendly product and with its Gl being lower than the milled rice, it is better for diabetic consumers.

Several new products based on Puffed Extruded Pellets are being developed for export markets. These products will cover needs for all ages of consumers, i.e. from infants, to toddlers, to young children and also adults. Flavor expertise is being developed for both sweet and savoury snacks. Tropical fruit flavors along with masalas, spices and herbs allow for many innovative snack flavors. Taste, health, and convenience will remain our development platforms and more products would be added in the product basket of Company very shortly.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

Information as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988are set out hereunder:

Conservation of energy

Energy conservation is a priority area for the Company. Company's continuous efforts has reduced and optimized the use of energy consumption which has shown positive results. Better controls are planned to achieve further reduction in energy consumption. All the new manufacturing facilities of the Company are equipped with hi-tech energy monitoring and conservation systems to monitor usage.

Power & Fuel Consumption (BHL Plant)

Particulars 2010-11 2009-10

Electricity Through Purchases

Units 10175220 11830668

Total Amount { Rs.) 51563135 50422932

Rate /Unit { Rs.) 5.07 4.26

Through Diesel Generator

Units generated 1786579 2094754

Total Amount { Rs.) 18121401 20176324

Cost /Unit { Rs.) 10.14 9.63

Power & Fuel Consumption (Varpal Plant)

Particulars 2010-11 2009-10

Electricity Through Purchases

Units Purchases 889420 1980059

Total Amount { Rs.) 5714660 11265294

Rate /Unit { Rs.) 6.43 5.69

Electricity Through Gen Set

Units Generated 34800 137000

Total Amount { Rs.) 520261 1301197

Cost /Unit { Rs.) 14.95 9.50

Technology absorption, adaptation and innovation:

1. During the year, we have made strides in improving our over all infrastructure at the rice milling unit by adding new rice silos, this is in addition to the paddy silos we have in place, we are adding new packaging lines with new re-closable small packs for the main streams to resacross the world.

2. Company has derived the benefits derived as a result of the above said efforts, e.g. product development, product improvement, cost reduction, automation etc.

The said efforts also helped in satisfying consumer needs as well as business requirements of introducing new and consistent products with better quality

Imported technology

The Company is importing machinery for the projects time to time.

Foreign exchanged used and earned

Details of Foreign Exchange Transactions

( Rs. In lacs)

Consolidated Amount Import on CIF Basis

Packing Material 13.88

Spare Parts & Consumables 42.00

Capital Goods 1532.15

Total 1588.03

Expense in Foreign Exchange

Legal Fee 2.86

Interests Other Charges to Banks 1081.56

Others 119.70

Total 1204.12

Earning in Foreign Exchange

FOB Value of Export

Rice 33517.06

Soyabean 7039.29

Total (40557.05)

DIRECTORS RESPOSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011 and of the profits of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes that an organization's true worth lies beyond its core business domains and is best reflected by the service it renders to the community and the society.

Your Company has taken steps to leverage the economic multiplier potential of the agri sector. It is engaged in leveraging technology to help the farmers to produce better quality paddy, and thereby trying to yield a transformational impact on Indian Rural economy. The Company has pioneered in the field of sustainable agriculture through Environment Friendly Sustainable Agriculture Production (Organic Production). The Company has also undertaken various women empowerment programmes, has provided economic assistance to the farming community, has provided extension services to farmers by educating farming communities in various sustainable farming technologies and has also taken various measures for development of tribal farming community.

The Company is on the growth trajectory, and the growth to be responsible, should go beyond numbers, to do good to the society, create a better world. The Company is quite enthusiasticin creating environment friendly zone wherever it operates.

EMPLOYEES STOCK OPTION SCHEME

With an aim of rewarding permanent employees of the Company and those of our subsidiary companies, a scheme was formulated in accordance with the ESOP Guidelines, 1999 to offer securities to the employees (including employees of the subsidiary companies) under the "LT Foods Employee Stock Option Plan - 2010" with approval of members in the Annual General Meeting held on 30th September, 2010. The disclosure in compliance with clause 12 of the Securities and exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999are set out in annexure to the Report.

APPRECIATION

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place its appreciation for the support and co- operation that the Company received from suppliers, distributors and other associated with the Company as its trading partners. The Company has always looked upon them as partners in its progress and has happily shared with them the rewards of growth. It will be Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other and consistent with customer interest.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges for their continued support. Your Directors also wish to place on record the irappreciation of the Contribution made by our business partners/ associated at all levels. For and on behalf of the Board of Directors

LT Foods Limited

Place : Gurgaon Vijay Arora

Date : 11.08.2011 Chairman & Managing Director





 
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