Home  »  Company  »  LT Foods Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of LT Foods Ltd.

Mar 31, 2023

Your Directors take pleasure in presenting the 33rd Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31,2023.

Financial Highlights

In compliance with the provisions of the Companies Act, 2013 ("Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its financial statements as per Indian Accounting Standards ("IndAS") for the financial year 2022-23. The financial highlights of the Company''s operations are as follows:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Revenue from Operations

3,91,459.99

2,83,999.61

6,93,579.19

5,42,737.17

Other Income

3,682.45

2,358.76

4,302.14

2,320.91

Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items

26,354.81

20,400.79

77,159.06

61,495.55

Less: Depreciation and amortisation expenses

2,889.97

3,246.54

12,690.72

12,263.24

Less: Finance Cost

2,396.79

2,278.55

8,210.03

6,872.62

Less: Other Expense

57,916.90

37,842.95

1,29,798.44

92,701.00

Share of net profit/(loss) of associates and joint ventures accounted for using the equity method

-

-

2,786.22

(485.17)

Profit Before Tax

21,068.05

14,875.70

56,258.31

42,359.69

Less: Tax Expense

5,036.83

3,651.10

13,982.53

11,439.38

Profit After Tax

16,031.22

11,224.60

42,275.78

30,920.31

Total Comprehensive income for the year

15,666.24

11,037.56

45,893.31

29,063.53

Company''s Performance Overview:

During the financial year 2022-23, LT Foods on a consolidated basis recorded revenue from operations of Rs. 6,93,579.19 lacs 27.79% higher than Rs. 5,42,737.17 lacs in FY 2021-22. Profit before and after tax for the financial year 2022-23 was at Rs. 56,258.31 lacs and Rs. 42,275.78 lacs, respectively as compared to profit before and after tax of Rs. 42,359.69 lacs and Rs. 30,920.31 lacs, respectively for the financial year 2021-22, with an increase of 32.81% and 36.72% in profit before and after tax respectively.

On a standalone basis LT Foods recorded revenue from operations of Rs. 3,91,459.99 lacs 37.84% higher than Rs. 2,83,999.61 lacs in FY 2021-22. Profit before and after tax for the financial year 2022-23 was at Rs. 21,068.05 lacs and Rs. 16,031.22 lacs, respectively as compared to profit before and after tax of Rs. 14,875.70 lacs and Rs. 11,224.60 lacs, respectively for the financial year 2021-22, with an increase of 41.63% and 42.82% in profit before and after tax respectively.

For detailed analysis of the financial performance of the Company, please refer to the Management Discussion & Analysis Report, forming part of the Annual Report.

Highlights of performance of Subsidiaries, Associates, Joint Ventures and their contribution to the overall performance of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, are provided in Annexure I.

The companies which have become and /or ceased to be Subsidiary/Associate of the Company during the financial year 2022-23 are also mentioned in Annexure I.

The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed at http://www.ltgroup.in/index.html.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at http://ltgroup. in/pdf/LT-Foods-Material-Subsidiary-Policy-2021.pdf.

DAAWAT Foods Limited (Subsidiary) and LT Foods Americas, Inc. (Fellow Subsidiary) are material subsidiaries of the Company, as per the Listing Regulations.

Further, the Annual Accounts and related documents of the subsidiary Companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company shall also make available copy thereof upon specific request by any member of the Company interested in obtaining the same. The Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Share Capital

During the year, the Board of Directors in its meeting held on February 28, 2023, allotted 27,408,164 (Twenty Seven Million Four Hundred Eight Thousand One Hundred and Sixty Four) ("Equity Shares") at face Value of Re. 1/-per Equity Share and Securities Premium of Rs. 141.23/-(Rupees One Hundred and Forty One and Twenty Three Paise) per Equity Share aggregating Rs. 142.23/- (Rupees One Hundred and Forty Two and Twenty Three Paise) per Equity Share amounting to 7.89% (Seven point Eight Nine Percent) of the share capital of the Company on a fully diluted basis for an aggregate subscription amount of Rs. 3,898,263,165.72/- (Rupees Three Billion Eight Hundred and Ninety Eight Million Two Hundred and Sixty Three Thousand One Hundred Sixty Five and Seven Two Paise) equity shares to SALIC International Investment Company ("Salic") a limited liability company duly incorporated under the laws of the Kingdom of Saudi Arabia on Preferential basis. Shareholders, at the Extra Ordinary General Meeting held on December 07, 2022, approved the issuance of securities to SALIC. Post allotment, paid -up share capital of the Company has increased to Rs. 34,72,52,944/- of face value of Re. 1/- each.

Pursuant to the provisions of Regulation 32(4) of the Listing Regulations there are no deviations in the utilization of proceeds from the objects stated in the offer document pertaining to preferential allotment of shares to SALIC.

Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

Dividend

The Board of Directors at their meeting held on July 28, 2023, have recommended payment of Rs. 0.50 (50%) per equity share of the face value of Re. 1 /- each as final

dividend for the financial year ended March 31,2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

During the year under review, the Board of Directors of the Company at their meeting held on October 31,2022, declared an Interim dividend of Rs. 0.50 (50%) per equity share of the face value of Re. 1 each. The interim dividend was paid to the shareholders within the stipulated time period.

The total dividend amount for the financial year 2022-23, including the proposed final dividend, amounts to Rs. 1.00 (100%) per equity share of the face value of Re. 1 each.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, at the rates as prescribed.

Further, the Board of Directors at thir meeting held on July 28, 2023, declared an interim dividend of Rs. 0.50 (50%) per equity share of the face value of Re. 1 /- for the financial year 2023-24. The interim dividend shall be paid to the shareholders within the stipulated time period.

The dividend recommended by the Board is in accordance with the Dividend Policy of the Company. The Dividend Policy, in terms of Regulation 43A of the Listing Regulations is available on the Company''s website: http://www.ltgroup.in/pdf/Dividend-Policy Final.pdf.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, investments made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at March 31, 2023, are furnished in Annexure - II and forms part of this Report.

Details relating to deposits covered under Chapter V of the Companies Act, 2013

The Company has not accepted any deposits from the public under Chapter V of the Act and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Ashwani Kumar Arora, Managing Director & CEO of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

A brief resume, nature of expertise, details of directorships held by Mr. Ashwani Kumar Arora in other companies, along with his shareholding in the Company, as stipulated under Secretarial Standard - 2, issued by Institute of Company Secretaries of India, and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Your Company and the Board expresses their deep condolences on the untimely and sad demise of Mr. Anil Khandelwal (DIN: 03473632), Independent Director of the Company, on February 22, 2023. Mr. Anil Khandelwal was appointed as an Independent Director of the Company w.e.f. July 22, 2021, during his tenure, he played crucial leadership role which benefitted the Company immensely. Mr. Anil Khandelwal''s sudden and unexpected demise will be an irreparable loss to the Company and the Company convey deep sympathy, sorrow and condolences to his family.

The Board of Directors in its meeting dated February 28, 2023, approved the appointment of Mr. Alrumaih Sulaiman Abdulrahman S (DIN: 09091328) as a NonExecutive Non- Independent Director of the Company. Mr. Alrumaih holds a bachelor''s & Masters'' degree in Electrical Engineering from King Saud University, KSA. He has more than twenty years of diverse experience with a focus on Investments, Commercial & Business Development strategy. Throughout his career he was associated with Tamimi Group, as Chief Executive Officer, General Electric (GE) and Saudi Electric Company. Further, the Shareholders approved his appointed through postal ballot process on June 21,2023.

Further, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors subject to the approval of the shareholders of the Company, Mr. Satish Chander Gupta, (DIN: 00025780) has been appointed as an Independent Director of the Company with effect from June 16, 2023. Mr. Satish Chander Gupta, has a degree of Masters in Commerce and has completed CAIIB from Indian Institute of Banking and Finance. He is having an experience of over 41 years in Banking Industry, is a retired Chairman and Managing Director from Punjab National Bank and had previously held positions of Chairman & Managing Director at Indian Overseas Bank, Chairman at ISMT Ltd. and Kamanwala Housing & Construction Ltd, to name a few. The approval of the shareholders shall be taken through Postal Ballot Process.

During the year under review, Mr. Ashwani Kumar Arora resigned from the position of Chief Financial Officer and Mr. Sachin Gupta has been appointed as Chief Financial Officer of the Company effective from May 30, 2022.

Declaration from Directors

None of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration by Independent Director(s) and reappointment, if any

The Company has received declarations of Independence as stipulated under Section 149(7) of the Act from Independent Directors confirming that he/she is not disqualified from being appointed/ continuing as Independent Director as laid down in section 149(6) of the Act read with rules related thereto and Regulation 16(1) (b) of Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs. They have also confirmed on the compliance of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help the Company retain its competitive advantage.

Performance Evaluation

In pursuance of Section 178 of the Act read with Regulation 4(2), 17(10) and 19(4) read with Schedule II Part D of the Listing Regulations and Secretarial Standard-I, the Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of Independent Directors, Executive Directors and of the Board as a whole as well as working of its Committees has been carried out during the financial year 2022-23.

Performance Evaluation of Individual Directors & Chairman

The Independent Directors of the Company met separately on March 27, 2023 without the presence of Non-Independent Directors and inter-alia reviewed the performance of the Non-Independent Directors, Board as a whole, performance of the Chairman of the Company and the Committees after taking into consideration the views of Executive and Non-Executive Directors.

Performance evaluation of the Board and Committees

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors have also carried out evaluation of every Independent Director''s performance during the year. The Board members had submitted to Nomination and Remuneration Committee, their

response on a scale from 5 to 1 (Excellent to Performance Needs Improvement) for evaluating the entire Board, Committees including Chairman of the Board.

Evaluation Outcome

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

It was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board members are from different backgrounds and are enriched by such diversity which brings about different deliberations in the Board and Committee Meetings. The Board is actively engaged on the key issue concerning strategy, talent, risk and governance. It was also noted that the Committees are functioning well and besides the Committee''s terms of reference as mandated by law, important issues are brought up and discussed in the Committees & the Board was thereafter updated on the same.

Familiarization Programme for Independent Directors

The members of the Board of the Company are provided with many opportunities to familiarise themselves with the Company, its management and operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates the terms and conditions of their engagement. Directors are also informed of the various developments in the Company through presentations during the meetings.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors which includes review of industry outlook, regulatory updates with respect to the Act, Listing Regulations, taxation and other matters by Auditors, Company Secretary and experts, internal control over financial reporting, Prevention of Insider Trading Regulations, framework for related party transactions. Pursuant to Regulation 46 of the Listing Regulations, the details required are available on the website of your Company at the following web link: http://www.ltgroup. in/business-and-investors.html#investor-updates

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Directors to the best of their knowledge hereby state and confirm that:

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

2. 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;

3. 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;

4. The Directors had prepared the annual accounts on a going concern basis;

5. 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

6. 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.

Particulars of Directors and Employees

The ratio of remuneration of each Director to the median employees'' remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is disclosed in Annexure III to this report. The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is available on the Company''s website at http://www.ltgroup.in/index.html. Any Member desirous of obtaining a copy of the said annexure may access the aforesaid weblink or write to the Company Secretary at [email protected].

Board and its Committees

In compliance with the statutory requirements, the Company has formulated mandatory Committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders'' Relationship Committee.

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met six (6) times during the financial year ended March 31, 2023, i.e. on May 30, 2022, July 29, 2022, October 31, 2022, November 11, 2022, January 31,2023 and February 28, 2023.

A detailed update on the Board, its composition, governance of committees including detailed charter, terms of reference of various Board Committees, number of Board and Committee meetings held during the financial year ended March 31, 2023 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of the Annual Report.

Further, the Board of Directors at their meeting held on July 28, 2023, approved the closure of Governance Committee and Capital Raising Committee since these were incorporated for specific reasons and the Company do not anticipate the requirement of these committees in near future.

Audit Committee

The Company has constituted the Audit Committee, in accordance with the provisions of Section 177 of the Act read with Regulation 18 of Listing Regulations. As on March 31, 2023 the Audit Committee comprises of Mr. Abhiram Seth, Mrs. Neeru Singh, Mrs. Ambika Sharma, Independent Directors and Mr. Alrumaih Sulaiman Abdulrahman S, being Non- Executive NonIndependent Director.

Company Secretary & Compliance Officer, Chief Financial Officer, Statutory and Internal Auditors are the permanent invitees to the Committee. Further details relating to the Audit Committee, including number of meetings held during the year, are provided in the Corporate Governance Report forming part of the Annual Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors.

AUDITORS

Statutory Auditors

M/s MSKA & Associates, Chartered Accountants, (Firm Registration Number 105047W), were appointed as the Statutory Auditors of the Company, for a period of five years, at the 30th AGM of the Company to hold office till the conclusion of the 35th AGM.

The Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year ended March 31,2023. The said Report of the Auditors is self-explanatory and therefore does not require further comments and explanations. The Auditors'' Report for the financial year ended March 31,2023 on the financial statements of the Company forms part of this Annual Report.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, M/s. D Dixit & Associates, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company.

M/s. D Dixit & Associates, Company Secretaries, (Certificate of Practice No. 7871), appointed as the Secretarial Auditors, have carried out an audit of the secretarial records of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure IV to this Directors Report.

Observations/ remarks specified in the said reports alongwith status of the said observations / remarks as on the date of this report are mentioned below:

During the Audit Period it was found that Two Designated employees of the Company has violated the code of conduct framed under SEBI (Prohibition of Insider Trading) Regulations, 2015 as they have conduct trading during closure of trading window as well as also done contra trade. Company has issued warning letters to those Designated Persons and have warned them to remain cautious going forward.

The requirement of maintaining half of the Board as Independent Director is not met as on March 31, 2023. However, the said requirement was complied by the Company during the quarter ended June 30, 2023.

Pursuant to requirement of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of DAAWAT Foods Limited, material unlisted subsidiary, incorporated in India, of the Company, is annexed to this report as Annexure V to this Report

Pursuant to requirement of Regulation 24A of the Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, issued by M/s. D Dixit & Associates, Company Secretaries, has been filed with the stock exchanges within the prescribed time limit.

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, have appointed M/s. D Dixit & Associates, as the Secretarial Auditor for the financial year ending March 31,2024.

M/s. D Dixit & Associates, Company Secretaries, have provided a consent to the Company to act as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ending March 31, 2024, and have also confirmed that their appointment, if made, would be within the limits laid down by the Act

and Rules made thereunder and they are not disqualified for being appointed as Secretarial Auditors under the provisions of applicable laws. They have also confirmed that their firm is peer reviewed by The Institute of Company Secretaries of India.

Cost Auditors and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with Rule 3 and Rule 4 of The Companies (Cost Records and Audit) Rules, 2014, are not applicable for the business activities carried out by the Company.

Reporting by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditors have confirmed that they have not come across any event indicating commitment of any fraud by the officers or employees of the Company and thus, no reporting under the provisions of section 142(12) of the Act and the Rules made thereunder was required.

Internal Auditor

In terms of compliance of Section 138 of the Act read with the Companies (Accounts) rules, 2014, the Board of Directors on the recommendation of Audit Committee approved the appointment of Grant Thornton, Bharat LLP as its Internal Auditors of the Company for reporting year 2023-24.

Sustainability Journey

The Environment, Social and Governance ("ESG") components are factors that help ascertain both investment decisions and risk management with a lens of sustainability within the organization. The primary objective is to build a culture that encourages, promotes and achieves ethical business conduct which is more environmentally and socially conscientious, while adhering to prescribed/ applicable rules and regulations, and are more likely to sustainably succeed in the long run.

During the financial year 2022-23, the Company undertook a comprehensive materiality assessment exercise to gather insights on emerging ESG issues that may impact its business in the future. The objective was to assess the Company''s current status as an organization basis the worldwide tested parameters of ESG Key Performance Indicators and to lay down the road map for future actions to effectively contribute in achieving the global vision of considerably reducing carbon footprint.

The Company relentlessly strives to provide longterm sustainable value to all its stakeholders including customers, investors, suppliers, employees, government & regulatory bodies and communities. The Company has formulated an ESG Policy to monitor and regulate its ESG initiatives which has been uploaded on the website of the

Company and can be accessed at: http://www.ltgroup.in/ pdf/ESG-Policy.pdf.

During the financial year 2022-23, the Board renamed the Corporate Social Responsibility Committee as CSR & ESG Committee w.e.f May 30, 2022, to discharge its oversight responsibility on matters related to organization-wide ESG initiatives, priorities, and leading ESG practices. The CSR & ESG Committee reports to the Board and meets on regular intervals to review progress on the ESG initiatives undertaken by the Company.

Business Responsibility and Sustainability Report (BRSR)

In November 2018, the Ministry of Corporate Affairs ("MCA") constituted a Committee on Business Responsibility Reporting ("the Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct. Through its report, the Committee recommended that Business Responsibility Report be replaced with BRSR, where disclosures are based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. The BRSR disclosures forms part of this Annual Report, which would follow the format detailed in the amendment to Regulation 34(2) (f) of Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and will form a part of this Annual Report.

The BRSR for the financial year 2022-23 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. We have further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures.

Corporate Governance Certificate

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the Listing Regulations. CS Debasis Dixit, Practicing Company Secretary, vide their certificate dated July 10, 2023, has confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the Listing Regulations except that the Board composition of the Company, as on March 31,2023, did not met the criteria specified under Regulation 17(1) of the Listing Regulations. The said certificate is annexed

to the Corporate Governance Report forming part of this Annual Report. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

Corporate Social Responsibility

In terms of the provisions of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and any amendment thereof, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which has been renamed as CSR & ESG Committee w.e.f. May 30, 2022. The said Committee is chaired by Mrs. Neeru Singh, Independent Director. The other members of the Committee are Mr. Abhiram Seth, Independent Director, Mr. Vijay Kumar Arora, Managing Director and Mr. Ashwani Kumar Arora, Managing Director & CEO. Further, Mrs. Monika ChawlaJaggia, Company Secretary & Compliance Officer and Mr. Sachin Gupta, Chief Financial Officer are the permanent invitees to the Committee. Further details relating to the CSR & ESG Committee, including number of meetings held during the year, are provided in the Corporate Governance Report forming part of the Annual Report.

The CSR & ESG Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company. The Company''s CSR Policy and annual report on the CSR activities undertaken during the financial year ended March 31,2023, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure VI to this Report. The CSR Policy of the Company is available on its website viz. http://www. ltgroup.in/pdf/LT-Foods-CSR-Policy-2021.pdf.

Your Company is a caring corporate entity and lays significant emphasis on development of the communities around which it operates. During the year, on the recommendation of the CSR & ESG Committee and as approved by the Board, your Company has executed several projects in the areas of Trainings to the farmers with sustainable farming practices, water conservation, Education, Health Care, Girl Child Education, village adoption. As per section 135 of the Act, read with CSR

Rules, companies are required to spend minimum 2% of their average net profit for the last three financial years. Basis which the minimum requirement for the Company was Rs. 2.73 crores for the financial year 2022-23.

Risk Management

Risk management is embedded in Company''s operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the functions and prioritise relevant action plans to mitigate these risks. To have a more robust process, the Company had constituted a Risk Management Committee to focus on risk management, including determination of the Company''s risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation).

The Risk Management Framework is reviewed periodically by the Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. The objective of the Company''s Risk Management Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short term and in the foreseeable future. The policy suggests framing an appropriate response action for the key risks identified, so as to make sure that the risks are adequately addressed or mitigated. Details of the Committee including number of meetings held during the year, are provided in the Corporate Governance Report forming part of the Annual Report.

Details on risk management forms part of the Management Discussion and Analysis Report under the section ''Opportunities & Threats'', which forms part of this Annual Report.

The Company has in place a comprehensive Risk Management Policy which has been uploaded on the website of the Company and can be accessed at http:// ltgroup.in/pdf/LT-Foods%20-Risk-Management.pdf.

Internal Financial Controls

The Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials, if any, are disclosed after due validation with the Statutory Auditors and the Audit Committee.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company believes that every employee should have the opportunity to work in an environment free from any conduct which can be considered as sexual harassment.

The Company is committed to treating every employee with dignity and respect. The Company has formulated a policy on ''Prevention of Sexual Harassment at Workplace Policy'' as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The policy is applicable to all the establishments of the Company located in India. The Company has constituted Internal Complaints Committees to ensure implementation and compliance with the provisions of the aforesaid Act and the Rules.

This Policy addresses the following major objectives:

• To define Sexual Harassment;

• To lay down the guidelines for reporting acts of Sexual Harassment at the workplace; and

• To provide the procedure for the resolution and redressal of complaints of Sexual Harassment.

The policy lays down a detailed procedure for making a complaint, initiating enquiry therein and satisfactory redressal of the complaint.

During the financial year 2022-23, no complaint was reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder and none was pending from the previous financial year.

Whistle Blower Policy / Vigil Mechanism

Company encourages an open and transparent system of working and dealing amongst its stakeholders. LT Foods has adopted a ''Whistle Blower Policy'' which encompasses a comprehensive framework of managing complaints of every stakeholder. It encourages its employees and various stakeholders to raise concerns about illegal / unethical behaviour observed in the Company, compromise / violation of Company''s Code of Conduct or legal or regulatory provisions, corruption, misuse of office, actual or suspected fraud and other malpractices detrimental to the interest of the Company without any fear of reprisal, discrimination, harassment or victimization of any kind.

The policy also covers reporting of instances of leakage/ suspected leakage of unpublished price sensitive information which are in violation to SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company''s Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons.

Complaints, if any, are received by the Ombudsman through a dedicated email ID or by way of letter addressed to the Ombudsman. In case the whistle blower wishes to raise a complaint directly to the members of the Audit Committee, and not through above mentioned normal channels, the complaint may be directly made to the Chairperson of the Audit Committee.

Details of whistle blower complaints received, if any, and the functioning of the whistle blower mechanism are reviewed periodically by the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2022-23, no complaint was received under the Whistle Blower Policy of the Company. Details of whistle blower policy are available in the Corporate Governance Report that forms part of this Annual Report.

The Whistle Blower Policy is available on the website of the Company at the link http://ltgroup.in/pdf/Whistle-Blower%20Policy August%202021.pdf.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall:

• lay down the effective manner of performance evaluation of the Board, its Committees and the Directors

• formulate the criteria for Board membership, including the appropriate mix of Executive & NonExecutive Directors and Board Diversity;

• approve and recommend compensation packages and policies for Directors, Key Managerial Personnel and Senior Management Personnel; and

• such other matters as provided under section 178 of the Act and under the provisions of Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is available on the website of the Company at: http://www.ltgroup.in/pdf/LT-Foods-

Remuneration-Policy.pdf.

Particulars of contracts or arrangements with Related Parties

All arrangements/ transactions entered into by the Company with its related parties during the financial year 2022-23 were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company had taken shareholders'' approval for all the arrangement/ transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, as amended, read with the Listing Regulations. As per the requirements of Indian Accounting Standards 24, details of all the transactions of the Company with its related parties have been disclosed in the financial statements forming part of this Annual Report.

A declaration in Form AOC-2, as required under sections 134(3)(h) read with 188(1) of the Act is enclosed as Annexure VII to this report. The Policy on the Related Party Transactions is available on the Company''s website at: http://www.ltgroup.in/pdf/LT-Food-Related-Party-

Transactions-2022.pdf.

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Compliance with the provisions of

Secretarial Standards

The mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, have been duly complied with by the Company, during the year under review.

Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings & Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3) of the Act read with Rule 8 of Companies (Accounts of Companies) Rules, 2014 is as follows:

1. Bringing Maximum Control into System through Process Automation

We have strategized the implementation of plant automation using SCADA across our primary packing and processing facilities. This aims to uphold optimal efficiency and quality while minimizing the slightest possibility of manual errors.

2. Section wise Efficiency Improvement Projects

We are actively engaged in executing multiple in-house projects aimed at enhancing efficiency. These projects encompass areas such as loading optimization, minimizing concealed wastage tied to manpower and materials, optimizing power consumption, introducing high-efficiency machinery along with IE4 motors, and maximizing the utilization of renewable energy sources.

3. Inclusion of Bar Codes for improved planning & traceability

We have incorporated Bar Codes as a pivotal tool and are striving to uphold seamless production planning and comprehensive traceability from the production process to invoicing. This initiative will enable us to monitor even the slightest discrepancies and ensure accurate scheduling and thorough traceability.

4. 2nd stage of Digitization

We embarked on our journey towards digitization a year ago and have now progressed to the second phase with the valuable assistance of our esteemed consultants in the field.

5. Using by-product (Husk) for electricity generation

By harnessing green energy from a turbine that utilizes husk a by product for the Company, to generating an impressive capacity of 3.5 MW per hour, resulting in minimum utilisation of electricity.

6. Renewable (Solar) Energy Generation

Company with the help of solar panels have been able to generate solar energy of approx. 5,00,000 KWH on a yearly basis, resulting in energy conservation and reduction in green house gas emissions.

7. Rain Water Harvesting increased

Company has installed a new rainwater harvesting well and constructed a pond within its plant premises, with an aim to significantly increase its capacity of rainwater harvesting and enhancing groundwater recharge capacity. Consequent to which water stress level will be reduced and will help in restoring the land with rain water.

8. Technology / Machine modification

Company has been working towards implementing advanced energy-efficient technologies by installing synchronization meters to effectively manage the power generated from DG (Diesel Generator), turbines, and solar sources. This has resulted in energy saving and productivity improvement in the operations of the Company.

9. Electric Fork Lift introduced

During the year under review, Company has replaced Diesel Operated Fork Lift with Battery Operated fork lift which has impacted in reducing Fossil fuel consumption and air emission inside the plant premises, making it a healthier environment for the plant workforce.

10. New Plantation in Factory Land

Company has taken an initiative of building a mini forest in approx. 2 acers of land within the Company premises for creating a healthier environment within the factory premises and taking a step in contributing towards Company''s ESG Targets.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange spent was depicted below in Lakhs and the total foreign exchange earned were as follows:

Lakhs

Particulars

31-03-2023

31-03-2022

Value of imports on CIF basis

Capital goods

11.20

96.44

Stores and spares

910.72

14.71

Rice

106.99

-

Packing Material

-

20.86

Other

4.62

-

Other Food Items

-

-

Total

1,033.54

132.00

Expenditure in foreign currency

Legal & Professional

102.66

16.79

Interest and other charges to bank

53.96

281.38

Clearing & Forwarding Expense

6,238.37

5,968.80

Advertisement

78.27

-

Sales promotion

61.94

187.12

Commission on export sales

124.08

284.92

Others

17.71

107.31

Total

6,676.99

6,846.32

Lakhs

Particulars

31-03-2023

31-03-2022

Earnings in foreign currency

FOB value of exports

1,52,053.80

1,18,787.69

Total

1,52,053.80

1,18,787.69

Change in the nature of business

There is no change in the nature of the business operations of the Company, during the financial year ended March 31,2023.

Material changes and commitments, if any, affecting the financial position between the end of the financial year and the date of Report.

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year ended March 31, 2023 and the date of this Report. Except that a Step-Down wholly owned subsidiary company of LT Foods Limited in the name of "LT Foods UK Limited" has been incorporated on July 17, 2023 to expand and strengthen our presence in United Kingdom.

Investor Education and Protection Fund

In accordance with the applicable provisions of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred to the Investor Education and Protection Fund ("IEPF") after completion of seven consecutive years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority"). After the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. On receipt of the application, the Company shall send an online verification report to the IEPF Authority after verifying all the necessary details which is duly certified by the Nodal Officer. All corporate benefits accruing on such shares including dividend shall be credited to IEPF.

During the year under review, unpaid or unclaimed dividend amounting to Rs. 2,42,315.50/- in respect of shares transferred earlier to IEPF Authority, was transferred by the Company to the IEPF, established by the Government of India.

The dividend declared for the financial year 2015-16, is due to be transferred to IEPF account during the financial year 2023-24.

The Company has been regularly sending communications to members whose dividends are lying unclaimed requesting them to claim their outstanding dividend amount by providing/updating their bank details with the RTA/Company/ Depository Participant, as the case may be so that their dividend amount do not remain unclaimed for seven consecutive years and thus attracting the provision of transferring the corresponding shares to IEPF Authority.

Further the amount of Dividend unclaimed/unpaid are lying in the respective unpaid / unclaimed dividend accounts and can be claimed by the respective shareholders by sending required documents to the Company''s Registrar and Share Transfer Agent (RTA) i.e. Big Share Services Private Limited, before the due date of transferring the same in IEPF account.

Annual Return

A copy of the Annual Return of the Company containing the particulars prescribed under section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, in Form MGT-7, as they stood on the close of the financial year i.e. March 31,2023 is uploaded on the website of the Company and can be accessed through the following link: http://ltgroup.in/investor-updates/ annual-return.html.

Details of significant and material orders passed by the regulators or courts

During the financial year 2022-23, no significantly material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in the future.

Affirmations

To the best of our knowledge and the information available, no application against the Company was filed in any court in India under the Insolvency and Bankruptcy Code, 2016, nor any proceedings thereunder is pending as on March 31,2023.

During the year under review, there was no instance of onetime settlement with any bank or financial institution.

Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from all its business partners - suppliers, distributors, retailers and others associated with it. Your Company looks upon them as partners in progress and share with them the rewards of growth.

Your Directors also express their sense of gratitude to all the shareholders, customers, vendors, banks and regulatory authorities, both at the Central and State level, and look forward to their continued support.

For and on behalf of Board of Directors of LT Foods Limited

Gurugram, Vijay Kumar Arora

July 28, 2023 Chairman and Managing Director



Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial Performance of the Company (Standalone)

(Rs. In Lakhs)

Particulars

Financial Year

Financial Year

(2017-18)

(2016-17)

Gross Income

215,665.84

207,606.04

Profit Before Interest and Depreciation

15,697.02

17,741.71

Finance Charges

8,529.51

10,660.02

Gross Profit

39,967.55

39,723.47

Provision for Depreciation

1,810.23

2,339.49

Net Profit Before Tax

5,357.28

4,742.20

Net Profit After Tax

4,195.54

2,989.89

Balance of Profit brought forward

26,328.57

23,784.87

Balance available for appropriation

29,917.82

26,328.57

Proposed Dividend on Equity Shares

400.12

401.87

Tax on proposed Dividend

81.45

81.42

Transfer to General Reserve

Nil

Nil

Surplus carried to Balance Sheet

29,917.82

26,328.57

2. Company’s working during the year

On standalone basis, our total revenue stood at Rs. 2,157 Crores higher by 4% year-on-year. The gross profit stood at Rs. 400 Crores. Profit after tax stood at Rs. 42 Crores as compared to Rs. 30 Crores in financial year 2017, representing a growth of 40% year-on-year. This led to resultant EPS of Rs. 1.49 per share by 33%. EPS is based on fully diluted basis adjusted for the stock split from ‘10 per share to Rs. 1 per share.

Our total revenue stood at Rs. 3,650 Crores higher by 11% year-on-year driven by higher contribution of branded sales. The gross profit increased by 11% to Rs. 979 Crores. EBITDA came in at Rs. 414 Crores, an increase of 2% on year-on-year basis translating to EBITDA margin to 11.3% as compared to 12.3% in the last year.

Our profit before tax during the year increased by 12% to Rs. 218 Crores led by lower interest cost and depreciation. Profit after tax stood at Rs. 144 Crores as compared to Rs. 129 Crores in financial year 2017, representing a growth of 12%. This led to resultant improvement in EPS to Rs. 4.80 per share. EPS is based on fully diluted basis adjusted for stock split from Rs. 10 per share to ‘1 per share. Moving on geographical revenue and realization breakup branded India sales stood at Rs. 892 Crores up by 13% year-on-year while the average realization during the year increased to Rs. 51 per kg resulting in an increase of 18%. International branded sales came in at Rs. 1,238 Crores a growth of 23% while the average realization increased to Rs. 96 per kg higher by 5%.

One of the growth driver of our business is our organic business, which has also grown by 50% in Financial Year 2018.

The focus has been on strengthening the consumer business both in India and international market, which is depicted in the overall growth of our consumer business that is 21%.

Our branded business has grown by 18% in value terms on year-on-year basis in financial year 2017-18 that was primarily driven by an increase of 13% in India and 23% in International branded business respectively.

The contribution of branded business to overall rice business has increased from 64% to 69% in financial year 2017-2018 driven by consistent brand investments, strengthening the supply chain, adopting channel wise strategy to strengthen out footprint in all the channels, be it the general trade, modern trade or wholesale or online business.

Organic business contribution has increased from 7% to 10% on year-on-year basis and stands at Rs. 361 Crores. The Company has added a new product line, a new customer across Europe and USA for organic business.

Our credit rating has also been upgraded by CRISIL to A-/ Positive outlook from BBB / Positive outlook.

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

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

4. Dividend

The Board of Directors has recommended 15% dividend for the financial year 2017-18 and decided to retain back the remaining earnings.

5. Reserves

Out of the amount available for appropriation, Company’s Directors proposed to transfer ‘ NIL amount to General Reserve and retain Rs. 29,917.82 Lakhs to Profit and Loss Account.

6. Share Capital

During the Financial year 2017-18, the Company has allotted 1,12,910 Equity Shares to employee of the company who was eligible for allotment under the Employee Stock Option Plan-2010.

Further, the Company has also made allotment of 53,100,000 Equity Shares through the Qualified Institutional Placement (QIP) at price of Rs. 75.20 per Equity Shares on 26th December 2017. Pursuant to the said allotment of Equity Shares, the paid up share capital of the company stands increased to Rs. 31,98,44,780/- comprising of 31,98,44,780 Equity Shares of Rs. 1 each.

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

There were no Director and Key Managerial Personnel has been appointed during the year how ever the details of the Director resigned during the year is as follows:-

S.

Name of the Person

Designation

Appointment/Resignation

Date of Appointment /

No.

Resignation

1.

Adesh Kumar Gupta

Independent Director

Resignation

26/05/2017

8. Particulars of Employees & Employee Remuneration

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

Managerial Remuneration:

1.

Ratio of remuneration of each director to median remuneration of employees

Vijay Kumar Arora

1:33

Ashwani Kumar Arora

1:33

Surinder Kumar Arora

1:26

2.

Percentage increase in remuneration of each director and KMPs

Vijay Kumar Arora

Nil

Surinder Kumar Arora

Nil

Ashwani Kumar Arora

Nil

Monika Chawla Jaggia

70%

3.

Percentage increase in the median remuneration of employees

10%

4.

Number of permanent employees

896

5.

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

9%

Managerial Increase

5%

Non Managerial Increase

10%

6.

Affirmation that the remuneration is as per the remuneration policy of the Company

Yes

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

Name

Designation

Remuneration (in crores)

Nature of employment

Qualification

Experience

Age

Last employment

% of shares held

Vijay Kumar Arora

Managing Director

1.69

Permanent

B.Sc.

42

60

NA

7.98

Surinder Kumar Arora

Managing Director

0.59

Permanent

Under

Graduate

36

56

NA

7.98

Ashwani Kumar Arora

Managing Director

0.98

Permanent

B COM

30

51

NA

7.98

9. Board Meetings

During the Year, seven board Meetings were held, the dates on which these meeting were held are 25th May, 2017, 10th August 2017, 3rd October, 2017, 14th November, 2017, 26th December 2017, 08th February, 2018 and 30th March, 2018. The details of the same given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

10. Performance Evaluation

In pursuance of Section 178 of the Companies Act, 2013 read with Regulation 4(2), 17(10) and 19(4) read with Schedule II Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards-I, the Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of Independent Directors, Executive Directors and of Board as a whole as well as working of its Audit, Nomination & Remuneration and Compliance Committees has been carried out during the financial year 2017-18.

The Independent Directors of the Company met Separately on 08th February, 2018 without the presence of Non-Independent Directors and inter-alia reviewed the performance of the members of management, NonIndependent Directors, Board as a whole performance of the Chairman of the Company and the Committees after taking into consideration the views of Executive and NonExecutive Directors.

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

The Nomination and Remuneration Committee has also carried out evaluation of every Director’s performance.

The Directors had duly completed with the evaluation process.

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

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

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

12. Remuneration Policy

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

The salient features of Remuneration policy are as follows: -To formulate a criteria for determining qualifications, positive attributes and independence of a Director -To recommend to the Board, the appointment and removal of Senior Management

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

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

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

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

- To devise a policy on Board diversity

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

13. Details of Subsidiary/Joint Ventures/Associate Companies

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

During the year, the Company generated a revenue of Rs. 3,650 Crores at group level. Its subsidiaries played a major role in contirbuting to the overall revenue. LT Foods Americas (formerly known as Kusha Inc, the fellow subsidiary of the Company contributed approx 29% to the overall revenue. The organic arm NBFL, a wholly owned subsidiary contributed approx. 10% to the group revenue.

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

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

During the year, the Company acquired 100% stake of Deva Sing Sham Singh Export Private Limited which has become the wholly-owned subsidiary of the Company. Company also acquired 92% Stake of M/s Raghunath Agro Industries Private Limited from its another subsidiary namely Daawat Foods Limited.

14. Auditors

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

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

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

15. Auditors’ Report

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

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

16. Audit Committee

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

17. Secretarial Audit Report

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

Reply to the observations in the Secretarial Audit

1) Delay in Filing Forms

Due to the oversight, the Company has delayed in filing 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.

2) CSR Spent

The Company has not spent the entire amount on CSR. In the coming years, it will spend the entire amount allocated for the year in compliance with Section-135 of the Companies Act, 2013.

3) Related Party Transactions exceeding the limits approved by Shareholders

The shareholders approved all the proposed material related party transactions in the AGM held on 19th September, 2017 however the actual transactions were in excess of those approved. The Board of Directors has already proposed to ratify the same in the AGM scheduled to be held on 24th September 2018.

4) Delay in filling of APR

The Company has already filed the necessary forms with RBI.

5) Gratuity Payment to Ex-employee

The Company has already paid gratuity to ex-employee

18. Internal Audit & Controls

In terms of compliance of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) rules, 2014, the Company continues to engage Pro Advisory India LLP as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations 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.

19. Issue of employee stock options

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

Particulars

Option 1

Option 2

Approval

6,483,290

2,012,090

Options granted

6,483,290

2,012,090

Options vested

6,483,290

2,012,090

Options exercised

6,277,520

1,275,420

Total number of shares arising out of exercise of options

6,277,520

1,275,420

Options forfeited/lapsed/cancelled

205,770

736,670

Variations of terms of options

NIL

NIL

Money realized by exercise of options

-

429,058

Total number of options in force

-

-

Notes: -

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

Particulars

(a)

Directors and key managerial personnel

1.

Som Nath Chopra 46,318

2.

Monika Chawla Jaggia 18,177

(b)

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

- Mr. S.K. Salhotra

- Mr. Som Nath Chopra

- Mr. Dipol Dhole

- Mr. Vijay Malik

- Mr. Vivek Chandra

- Mr. Vikram Patil

- Mr. Kamal Poplai

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

- Mr. Mukesh Aggarwal

- Mr. Sandeep Lamba

- Mr. Gerald Taylor

- Mr. Mrinal Mathur

(c)

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

20. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy can be found on the following link www.ltgroup.in under investors/policy documents/Vigil Mechanism Policy on the website of the Company.

21. Risk Management Policy

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

22. Extract of Annual Return:

Pursuant to the requirements of Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in MGT 9 has been made a part of this Annual Report as ANNEXURE I. The annual return can also be found on the following link www.ltgroup.in under investors updates http://ltgroup.in/pdf/Annual%20Return-2018.pdf on the website of the Company

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred during the period beginning with end year of the company to which the financial statements relate and the date of the report

There have been no material changes in the business, which may affect financial position of the Company.

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 orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The 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. Cost Record

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

28. Particulars of loans, guarantees or investments

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

Details of Investments:-

S. No

Date of Investment

Details of Investee

Amount -(In Lakhs)

Purpose for which the proceeds from investment is proposed to be utilized by the recipient

Date of Board resolution

Date of special resolution

Expected rate of return

1

30.09.2017

Deva Singh Shyam Singh Exports Private Limited

1.00

Business Purpose

12.04.2017

N.A.

N.A.

2

15.05.2017

Daawat Kameda India Private Limited

170.85

Business Purpose

12.04.2017

N.A.

N.A.

3

31.03.2018

Raghunath Agro Industries Private Limited

2,110.38

Business Purpose

30.03.2018

N.A.

N.A.

Details of Guarantee / Security Provided:

Sl.

No.

Details of recipient

Amount (In Lakhs)

Purpose for which the security/guarantee is proposed to be utilized by the recipient

1

Daawat Foods Limited

25,031.40

Working capital loan

2

Nature Bio Foods Limited

9,782.25

-do-

3

Raghunath Agro Industries Private Limited

6,870.89

-do-

4

LT Foods Europe BV

7,365.24

Working capital loan & Against plant and machinery

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

30. Corporate Governance Certificate

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

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

31. Management Discussion and Analysis

The Management Discussion and Analysis Report prepared in accordance with the Regulation 34(2)(e) of Listing Regulations forms part of this Annual Report for the year ended 31st March, 2018.

32. Obligation of Company under the sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place of any women employee.

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

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

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

Conservation of energy

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

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

Energy Conservation

- All plant lightning has been replaced with LED that are comparatively more energy efficient as the power consumption drops to approx. 60% in comparison to incandescent lamps. Moreover it also reduces the maintenance cost of lightning due to increased life span.

- Working towards deployment of alternate source of energy, LT has installed 500KW Solar plant under the OPEX model.

- Plant leakages have been plugged to control air and steam loss in the process which indirectly effects energy consumption.

Technology Absorption

- New state of art parboiling plant has been set up at Bahalgarh thereby adding to the overall plant capacity.

- Old inefficient color sorters were replaced with new technology sorters thereby reducing the overall rejection in final product.

- LT being the pioneer in Rice industry installed X-Ray before the final packing to reduce foreign matter in the final product. In the fiscal 2017-18, the number of X-Rays was increased by addition to other packing lines as well.

Technology Imported

- In a list of imported technologies. LT has high precision X-Rays and Color sorters in addition to high capacity milling and cleaning machines.

- To improve the customer base in consumer pack division, LT Foods has been continuously adding to its capacity by installation of new FFS machines.

Power & Fuel Consumption (Bahalgarh Plant)

(b) Technology, Absorption, Adaption and Innovation

Technology is changing day by day. Over the years, the Company has taken significant steps in adoption of new technologies thus improving overall efficiency of Plants. Similar steps were taken in the 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 machines 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 throughout.

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

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange spent was Rs. 2,688.80 Lakhs and the total foreign exchange earned was Rs. 86,409.73 Lakhs.

34. 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).

35. Human Resources

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

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

36. Directors’ Responsibility Statement

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

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

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

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

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

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

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

37. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 124 and 125 of the Companies Act, 2013, the dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the company has transferred unclaimed dividend of ‘214,854/- for the financial year 2009-10 to Investor Education and Protection Fund and such unclaimed dividend cannot be claimed by the Investors from the Company. However Investors can claim the unpaid dividend from appropriate authority in accordance with the Investor Education and Protection Fund Authority (Accounting, audit, transfer and Refund) Rules, 2016

Further the amount of Dividend unclaimed/unpaid for the financial year 2010-11 to 2016-17 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 19th September 2017, with the Ministry of Corporate Affairs.

38. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE and BSE where the Company’s Shares are listed.

39. Compliance with Secretarial Standards

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

40. Acknowledgements

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

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

Chairman & Managing Director

DIN:00012203

Place: Gurugram

Date: 13th August 2018


Mar 31, 2017

To,

The Members,

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

1. Financial Performance of the Company (Standalone)

(Rs, In lakhs)

Particulars

2016-17

2015-16

Gross Income

2,10,032.86

1,84,669.15

Profit Before Interest and Depreciation

17104.01

16,394.16

Finance Charges

10,041.34

9,074.66

Gross Profit

42,150.30

46,086.79

Provision for Depreciation

2,292.73

2,635.99

Net Profit Before Tax

4,769.94

4,683.51

Net Profit After Tax

3,013.80

3,038.30

Balance of Profit brought forward

22,707.85

20,152.85

Balance available for appropriation

25,721.65

23,191.15

Proposed Dividend on Equity Shares

-

401.88

Tax on proposed Dividend

-

81.42

Transfer to General Reserve

Nil

Nil

Surplus carried to Balance Sheet

25,721.65

22707.85

2. Company''s working during the year

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

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

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

4. Dividend

Your Board of Directors has recommended a dividend of Rs, 0.15/- (fifteen Paisa) per equity share of Re. 1/- each, out of the profits of the Company for the Financial Year ended 31st March, 2017 subject to share holder''s approval in the ensuing Annual General Meeting.

5. Reserves

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

6. Share Capital

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

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

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

S. Name of the Person No.

Designation

Appointment/

Resignation

Date of Appointment / Resignation

1. Som Nath Chopra

Chief Financial Officer

Resignation

25/05/2016

2. Suparas Bhandari

Independent Director

Appointment

21/09/2016

3. Gokul Patnaik

Independent Director

Appointment

21/09/2016

4. Adesh Kumar Gupta

Independent Director

Appointment

21/09/2016

5. Ashwani Kumar Arora

Chief Financial Officer

Appointment

14/11/2016

8. Particulars of Employees & Employee Remuneration

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

Managerial Remuneration:

1.

Ratio of remuneration of each director to median remuneration of employees

Vijay Kumar Arora

1.51

Ashwani Kumar Arora

NA

Surinder Kumar Arora

1.43

2.

Percentage increase in remuneration of each director and KMPs

%

Vijay Kumar Arora

17%

Surinder Kumar Arora

50%

Ashwani Kumar Arora

N.A.

Som Nath Chopra

N.A.

Monika Chawla Jaggia

31%

3.

Percentage increase in the median remuneration of employees

5%

4.

Number of permanent employees

1027

5.

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

Managerial Increase

33%

Non Managerial Increase

5%

6.

Affirmation that the remuneration is as per the remuneration policy of the Company

Yes

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

Name

Designation

Remuneration (in Crores)

Nature of employment

Qualification

Experience

Age

Last

employment

% of shares held

VIJAY KUMAR ARORA

MANAGING

DIRECTOR

1.41

Permanent

B.Sc.

41

59

NA

7.98

SURINDER KUMAR ARORA

MANAGING

DIRECTOR

1.16

Permanent

Under

Graduate

35

55

NA

7.98

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

9. Board Meetings

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

10. Board Evaluation

In pursuance of Section 178 of the Companies Act, 2013 read with Regulation 4(2), 17(10) and 19(4) read with Schedule II Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards-I, the Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of Independent Directors, Executive Directors and Board as a whole as well as working of its Audit, Nomination & Remuneration and other Committees has been carried out during the financial year 2016-17.

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

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

12. Remuneration Policy

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

13. Extract of Annual Return:

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

14. Corporate Social Responsibility (CSR)

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

15. Auditors

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

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

16. Particulars of contracts or arrangements with related parties:

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

17. Auditors'' Report

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

18. Details of Subsidiary/Joint Ventures/Associate Companies

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

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

During the year, the Company generated revenue of Rs,3,322 Crores at Group Level. Its subsidiary plays an important role in contributing to the overall revenue. Kusha Inc the fellow Company contributed approx 28% to the overall revenue. Daawat Foods Limited 70% owned subsidiary of LT Foods contributed 22% to the total revenue .The organic arm NBFL, wholly owned subsidiary contributed approx 7% to the group revenue.

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

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

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

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

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

19. Audit Committee

In pursuance of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Audit Committee and the details in pursuance of Section 177 (8) of the Companies Act, 2013 in respect of composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

20. Secretarial Audit Report

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

1. Delay in filing forms

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

2. CSR Spent

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

3. Gratuity Payment to Ex- employees

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

4. Non filing of half yearly return as per Industrial disputes rule, 1957

The Company has filed the return after the observation.

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

21. Internal Audit & Controls

In terms of Compliance of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) rules, 2014, the Company continues to engage Pro Advisory India LLP as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

22. Issue of employee stock options

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

Particulars

Option 1

Option 2

Approval

648,329

201,209

Options granted

648,329

201,209

Options vested

20,577

34,656

Options exercised

317,794

39,784

Total number of shares arising out of exercise of options

317,794

39,784

Options forfeited/lapsed/cancelled

128,677

70,533

Variations of terms of options

NIL

NIL

Money realised by exercise of options

12,076,172

1,511,792

Total number of options in force

20,577

84,598

Notes: -

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

Particulars

(a)

Directors and key managerial personnel

1.

Som Nath Chopra

46,318

2.

Monika Chawla Jaggia

18,177

(b)

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

The following employees have received a grant in any one year of options amounting to 5% or more of the options granted during the year 2011-12

- Mr. S.K. Salhotra

- Mr. Som Nath Chopra

- Mr. Dipol Dhole

- Mr. Vijay Malik

- Mr. Vivek Chandra

- Mr. Vikram Patil

- Mr. Kamal Poplai

The following employees have received a grant in any one year of options amounting

to 5% or more of the options granted during the year 2012-13

- Mr. Mukesh Aggarwal

- Mr. Sandeep Lamba

- Mr. Gerald Taylor

- Mr. Mrinal Mathur

(c)

Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

None

23. Risk Management Policy

LT has in place comprehensive risk assessment and 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.

24. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report There has been no material change in the business, which may affect financial position of the Company. 25. Compliance to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015 (Details of Suspense A/c) 01.04.2016 to 31.03.2017

S.

No.

Particulars

No. of Shareholders

No. of Shares1

i.

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

7

64940

ii.

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

1

6040

iii.

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

1

6040

iv.

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

6

58900

26. 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.

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

According to Section-134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 authorised, 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.

28. Deposits

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

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

S. Date of No. Investment

Details of Investee

Amount (In lakhs)

Purpose for which the proceeds from investment is proposed to be utilized by the recipient

Date of

Board

resolution

Date of special resolution

Expected rate of return

1 06.09.2016

LT Foods International Limited, UK

54.15

Business Purpose

31.05.2016*

N.A.

N.A.

2 01.02.2017

Genoa Rice Mills Private Limited

125.00

Business Purpose

24.01.2017*

N.A.

N.A.

TOTAL

179.15

* Management Committee Meeting of Board of Directors Details of Loans:-

S.

No.

Date of making loan

Details of Borrower

Amount (In lakhs)

Purpose for which the loan is to be utilized by the recipient

Time period for which it is given

Date of BR

Date of SR (if reqd)

Rate of Security Interest

1

01.02.2017

Genoa Rice Mills Private Limited

125.00

Working Capital Requirement

3 Years

24.01.2017*

N.A

12.50% --

*Management Committee meeting of Board of Directors Details of Guarantee / Security Provided:

Sl.

No.

Details of recipient

Amount (In lakhs)

Purpose for which the security/guarantee is proposed to be utilised by the recipient

1

Daawat Foods Limited

35883.68

Business purpose

2

Nature Bio Foods Limited

12035.00

-do-

3

Raghunath Agro Industries Private Limited

458.40

-do-

4

LT Foods Europe B.V.

5155.26

-do-

30. Corporate Governance Certificate

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

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

31. Management Discussion and Analysis

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

32. Obligation of Company under the sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

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

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

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

Conservation of energy

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

Installation of Solar Plant

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

Energy Savings through High Efficiency Motors:

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

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

Lighting:

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

Plant Automation

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

Power Factor

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

Power & Fuel Consumption (Bahalgarh Plant)

(Rs, in lakhs)

PARTICULARS

2016-17

2015-16

ELECTRICITY

Through Purchases

Units

15,357,320

1,478,419

Total Amount (?)

125,704,991

131,107,004

Rate/Unit(?)

8.19

8.99

Through Diesel Generator

Units generated

515,993

388,901

TOTAL AMOUNT (?)

85,824,285

5,118,150

Cost/Unit (?)

16.63

13.61

Power & Fuel Consumption (Varpal Plant)

(Rs, in lakhs)

PARTICULARS

2016-17

2015-16

ELECTRICITY

Through Purchases

Units

4,272,220

4,451,984

Total Amount (?)

30,718,756

33,478,920

Rate/Unit(?)

7.19

7.52

Through Diesel Generator

Units generated

75,600

96,900

TOTAL AMOUNT (?)

1,533,930

1,707,690

Cost/Unit (?)

20.29

17.62

(b) Technology, Absorption, Adaption and Innovation

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

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

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs, 1,689.98 lakhs and the total foreign exchange earned was Rs, 78,441.53 lakhs.

(Rs, in lakhs)

Particulars

March 31, 2017

March 31, 2016

Value of imports on CIF basis

Capital goods

88.38

516.46

Stores and spares

63.50

25.74

Other Food Items

513.17

-

Other

2.53

-

Total

667.58

542.20

Expenditure in foreign currency

Legal fees

54.48

18.14

Interest and other charges to bank

44.81

136.76

Steamer freight

831.71

1,312.44

Sales promotion

292.86

41.57

Commission on export sales

136.20

3,255.76

Others

329.92

404.54

Total

1689.98

5,169.21

Earnings in foreign currency

FOB value of exports

Rice

78,441.53

76,977.49

Total

78,441.53

76,977.49

34. Human Resources

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

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

35. Directors'' Responsibility Statement

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

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

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

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

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

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

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

36. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Section 205A and 205C of the Companies Act, 1956* read with 124 and 125 of the Companies Act, 2013, the dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the Company has transferred unclaimed dividend for the financial year 200809 to Investor Education and Protection Fund and such unclaimed dividend cannot be claimed by the Investors from the Company. However Investors can claim the unpaid dividend from appropriate authority in accordance of the Investor Education and Protection Fund Authority (Accounting, audit, transfer and Refund) Rules, 2016

Further the amount of Dividend unclaimed/unpaid for the financial year 2009-10 to 2015-16 lies in the respective unpaid dividend account and can be claimed from Company''s Register and Share Transfer Agent i.e. Big Share Services Private Limited, before the due date for transfer of the same in IEPF account.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 21st September 2016, with the Ministry of Corporate Affairs.

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

37. Listing with Stock Exchanges:

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

38. Acknowledgements

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

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

DIN:00012203

Chairman & Managing Director

Place: Gurugram

Date: 10/08/2017


Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial Performance of the Company (Standalone)

(Rs. In Lakhs)

Particulars

2015-2016

2014-2015

Gross Income

184,680.37

185,598.27

Profit Before Interest and Depreciation

16,394.16

16,099.94

Finance Charges

9,074.66

8,980.13

Gross Profit

46,098.01

38,263.11

Provision for Depreciation

2,635.99

2,851.55

Net Profit Before Tax

4,683.51

4,268.26

Provision for Tax

1,645.21

1,202.74

Net Profit After Tax

3,038.30

3,065.52

Balance of Profit brought forward

20,152.85

17,800.40

Balance available for appropriation

23,191.14

20,865.92

Proposed Dividend on Equity Shares

401.87

529.07

Tax on proposed Dividend

81.42

105.78

Transfer to General Reserve

Nil

Nil

Surplus carried to Balance Sheet

22,707.85

20,152.85

2. Company''s working during the year

During the year, the LT group has witnessed a steady performance across all its business verticals. The consolidated gross sales during the year stood at Rs.2,973 crores as against Rs. 2,735 crores in FY15. 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 53% 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 of approx. 20% over FY12 to FY16. Growing at a CAGR of 25% plus over FY12 to FY16, 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 55% over FY12 to FY16 and contributed Rs.223 crores in FY16. 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 acquired the Branded Rice business of Hindustan Unilever. The Brands acquired were "Gold Seal Indus Valley" and "Rozana" to strengthen our position in the Middle Eastern market. The acquisition will help us strengthen our existing presence in Saudi Arabia, UAE and Kuwait and also give us entry in the markets of Qatar, Oman and Bahrain. Apart from these markets, the brand also enjoys latent equity across India, North America, some of the European Union and Asian countries.

The Company has also incorporated a Company by the name of LT Foods International Limited in United Kingdom which shall be the wholly owned subsidiary of LT Foods Limited. The Company has acquired iconic brand 817 Elephant brand of rice through its UK subsidiary to further strengthen its presence in Canada, US and Dubai.

The gross revenue of the Company on standalone basis stood at Rs.1,821 crores against Rs.1,822 crores in FY15. The Profit Before Interest & Depreciation during the year stood at Rs.16,394 Lakhs, up by 47% Y-o-Y whereas the margin stood at 8.7% as against 8.3% in FY15.

The Net Profit before tax stood at Rs.4,683.51 Lakhs as against Rs.4,268.26 Lakhs in FY15.

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. 1.50 per equity share of face value of Rs. 10/- each for the year ended 31st March 2016 subject to share holder''s approval in the ensuing Annual General Meeting. The total payout including the dividend distribution tax amount to Rs. 481.37/- lakhs.

5. Reserves

Out of the amount available for appropriation, Company''s Directors propose to transfer Rs. NIL /- lakhs to General Reserve and retain Rs. 22,707.84/lakhs to Profit and Loss Account.

6. Share Capital

During the financial year, the Company has allotted 209,605 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.2,64,535,820 to Rs. 2,66,631,870/-. 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 the Person No.

Designation

Appointment/Resignation

Date of Appointment / Resignation

1 Gokul Patnaik

Independent Director

Appointment

29/03/2016

2 Adesh Kumar Gupta

Independent Director

Appointment

12/02/2016

3 Suparas Bhandari

Independent Director

Appointment

12/02/2016

4 Renu Challu

Independent Director

Resignation

01/10/2015

8. Particulars of Employees & Employee Remuneration

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

Managerial Remuneration:

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

Vijay Kumar Arora

1022415:21667

Ashwani Kumar Arora

1950000:65001

Surinder Kumar Arora

1000000:21667

2. Percentage increase in remuneration of each director and KMPs

Vijay Kumar Arora

NIL

Surinder Kumar Arora

NIL

Ashwani Kumar Arora

NIL

Som Nath Chopra

NIL

Monika Chawla Jaggia

NIL

3. Percentage increase in the median remuneration of employees

8%

4. Number of permanent employees

857

5. Average percentile increase in salary of employees, other than managerial personnel, comparison with percentile

8%

increase in managerial remuneration and justification

Managerial Increase

8%

Non Managerial Increase

8%

6. Affirmation that the remuneration is as per the remuneration policy of the company

Yes

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

Name

Designation

Remuneration (in lakhs)

Nature of employment

Qualification

Experience

Age

Last

employment

% of shares held

VIJAY KUMAR ARORA

MANAGING

DIRECTOR

119.87

Permanent

B.Sc.

40 years of experience

58

NA

10.21

Mr. Vijay Kumar Arora is Promoter Director of the Company. He is related to Mr. Ashwani Kumar Arora and Mr. Surinder Kumar Arora. He is holding more than 2% of equity shares of the Company.

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 Regulation 4(2) of the LODR, 2015, 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 of Declaration by an Independent Director(s) and re- appointment, if any

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

During the year, Mrs. Renu Challu has resigned from the post of Independent Director w.e.f 01st October, 2015 due to her other pre-occupations. Further Mr. Adesh Kumar Gupta and Mr. Suparas Bhandari joined the LT Foods Board on 12th February, 2016 as Additional Director and Mr. Gokul Patnaik has also joined the Company as additional Director with effect from 29th March 2016.

12. Remuneration Policy

The Company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI(LODR) Regulations, 2015

The Key highlights of the Policy are as follows:

a) To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The objective of the Remuneration Policy is to attract and retain high caliber talent and assume that the policy is in consonance with the existing industry practice.

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-IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement]

During the year, the Company generated revenue of 2980 crores at group level. Its subsidiaries played a major role in contributing to the overall revenue. Kusha Inc. the fellow subsidiary of the Company contributed approx. 29% to the overall revenue. Daawat Foods Limited a 70% owned subsidiary of LT Foods contributed nearly 26% to the total revenue. The organic arm NBFL, a wholly owned subsidiary contributed approx. 8% to the group revenue.

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

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

During the year, Raghunath Agro Industries (RAI), the partnership firm in which the Company was partner has converted itself into Private Limited Company incorporated on 20th July 2015 in the name and style of M/s Raghunath Agro Industries Private Limited (RAIPL) and such Company has allotted equity shares in proportion to its shareholding in partnership firm and has become Company under same management. of the Company during the financial year 2015-16.

LT Infotech Private Limited, one of the subsidiary Company was sold out therefore its become ceased w.e.f. 30th June 2015.

14. Auditors

The Auditors, M/s Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for 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 ratification of 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 V to this report. The point-wise comments are enumerated as follows.

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. CSR Spent

The Company will spent the balanced amount in financial year 2016-17.

iii. Stamp Duty on Issue of Shares

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

iv. 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.

v. Gratuity Payment to Ex-employee

The Company will pay the dues soon as per the Company''s policy.

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

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

20,577

34,656

Options exercised

317,794

39,784

Total number of shares arising out of exercise of options

317,794

39,784

Options forfeited/lapsed/cancelled

128,677

70,533

Variations of terms of options

NIL

NIL

Money realized by exercise of options

12,076,172

1,511,792

Total number of options in force

20,577

84,598

Notes: -

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

Particulars

(a) Directors and key managerial personnel

1. Som Nath Chopra

46,318

2. Monika Chawla Jaggia

18,177

(b) Any other employee who received a grant in

The following employees have received a grant in any one year of options amounting

any one year of options amounting to 5% or more

to 5% or more of the options granted during the year 2011-12

of the options granted during the year (includes

-Mr. S.K. Salhotra

employees and group Company employees)

- Mr. Som Nath Chopra

- Mr. Dipol Dhole

- Mr. Vijay Malik

- Mr. Vivek Chandra

- Mr. Vikram Patil

- Mr. Kamal Poplai

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

- Mr. Mukesh Aggarwal

- Mr. Sandeep Lamba

- Mr. Gerald Taylor

- Mr. Mrinal Mathur

(c) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

None

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.ltoverseas. com/india/pdf/whistle-blower-policy.pdf.

20. Risk Management Policy

LT has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management. Risk Management is a very important part of the Company''s business. The Company has in place an integrated risk management system. It proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten its operations and resources.

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 Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (Details of Suspense A/c) 01.04.2015 to 31.03.2016

S.

No.

Particulars

No. of Shareholders

No. of Shares

i.

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

7

6494

ii.

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

0

0

iii.

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

0

0

iv.

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

7

6494

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. Date of No. making loan

Details of Amount Borrower

Purpose for which the loan is to be utilized by the recipient

Time period for which it is given

Date of BR Date of SR (if reqd)

Rate of Security Interest

NIL

b) Details of Investments:-

L T FOODS LTD. - Details of Investments during FY 2015-16

S.

No

Date of Investment

Details of Investee

Amount - Rs.

Purpose for which the proceeds from investment is proposed to be utilized by the recipient

Date of

Board

resolution

Date of special resolution

Expected rate of return

(if required)

1

24/08/2015

Raghuvesh Infrastructure Private Limited

150,000

Business Purpose

12/02/2016

N.A.

-

2

20/07/2015

Raghunath Agro Industries Private Limited

18,565,981

Business Purpose

12/08/2015

N.A.

-

TOTAL

18,715,981

c) Details of Guarantee / Security Provided:

Sl.

No.

Details of recipient

Amount (In Lakhs)

Purpose for which the security/guarantee is proposed to be utilized by the recipient

1

Daawat Foods Limited

37257.65

Business purpose

2

Nature Bio Foods Limited

10246.85

-do-

28. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered 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 (refer Annexure III). With reference to Section 134(3) (h) of Companies Act, 2013, all contracts and arrangement with related parties under Sec 188(1) entered by the Company were in ordinary course of business and on arms length basis.

29. Corporate Governance Certificate

The Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of LODR 2015 is 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, 2016.

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.

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

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 - The Company has never shifted its focus from energy conservation and the same remained its key priority. Better controls are planned for reduction in energy consumption. The key areas where the Company have worked and achieved positive results are listed below:

Energy Savings through High Efficiency Motors:

High-efficiency motor is a term applied to an electric motors whose energy losses have been reduced to a minimum. If electrical motors are replaced, the energy efficiency can be improved upto 5%, such motors have been replaced. During the Internal Audit, few aged motors were identified which were resulting in over-consumption of Energy. Such motors are being replaced by High Efficiency motors which helped in reducing the Power consumption.

Lightning:

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

Compressed Air Line

The Company had achieved good results previously by replacing old compressed Air Line with the new Modular Pipeline. The idea was further extended to the remaining areas to optimize the use of Compressed Air.

Energy Saving through VFD

Installation of Variable Frequency Drives for various applications like Whiteners, Graders, Blower''s as a flow control strategy for energy conservation. Such installation has resulted in Power Saving by controlling the RPM of Motors.

Power Factor

The Company has continued achieved the Power Factor of .99 to ensure optimum utilization of Power.

Power & Fuel Consumption (Bahalgarh Plant)

PARTICULARS

2015-16

2014-15

ELECTRICITY

Through Purchases

Units

1,478,419

19,067,355

Total Amount (Rs.)

131,107,004

150,111,338

Rate/Unit(Rs.)

8.99

7.87

Through Diesel Generator

Units generated

388,901

574,418

TOTAL AMOUNT (Rs.)

5,118,150

8,239,891

Cost/Unit (Rs.)

13.61

14.34

Power & Fuel Consumption (Varpal Plant)

PARTICULARS

2015-16

2014-15

ELECTRICITY

Through Purchases

Units

4,451,984

3,547,368

Total Amount (Rs.)

33,478,920

25,412,148

Rate/Unit(Rs.)

7.52

7.16

Through Diesel Generator

Units generated

96900

186,700

TOTAL AMOUNT(Rs.)

1,707,690

3,524,240

Cost/Unit(Rs.)

17.62

18.88

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.5,169.21 lakhs and the total foreign exchange earned was Rs. 76,977.49 lakhs.

(Rs. In lakhs)

Particulars

March 31, 2016

March 31, 2015

Value of imports on CIF basis

Capital goods

516.46

597.44

Stores and spares

25.74

43.80

Other Food Items

-

446.97

Total

542.20

1,088.21

Expenditure in foreign currency

Legal fees

18.14

47.81

Interest and other charges to bank

136.76

169.79

Steamer freight

1312.44

1,092.37

Sales promotion

41.57

36.45

Commission on export sales

3255.76

22.56

Others

404.54

77.16

Total

5,169.21

1,446.14

Earnings in foreign currency

FOB value of exports

76,977.49

75,587.39

Total

76,977.49

75,587.39

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 maintains healthy, cordial and harmonious industrial relations at all level.

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 2008-09, 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 2014-15 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 18th September 2015, with the Ministry of Corporate Affairs.

During the year, the Company has transferred unpaid dividend of Rs.256,562/-to Investor Education and Protection Fund for the dividend declared in the financial year 2007-08.

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Company''s Shares are listed.

38. Acknowledgements

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

For and on behalf of the Board of Directors

Sd/-

Vijay Kumar Arora

DIN: 00012203

Chairman & Managing Director

Place: Gurgaon

Date: Date: 11th August, 2016


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


Mar 31, 2010

The Directors are pleased to present the 20th Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on March 31, 2010.

FINANCIAL RESULTS

The performance highlights of the Company for the year ended on March 31, 2010 are as follows:



( Rs. in Lacs )

Particulars 2009-10 2008-09

Sales and Other Income 1,07,380.02 1,06,576.94

Profit before Tax 4,177.51 3,648.42

Tax on Profit 862.05 628.05

Profit after Tax 3,315.46 3,020.37

Dividend* 462.47 222.70

Tax on Proposed Dividend 76.81 57.35

Transfer to General Reserves 275.10 305.11



- Proposed, subject to the approval of shareholders in the ensuing Annual General Meeting



2009-10 2008-09

Earning per Share (Rs.) 11.28 13.56

Dividend per Share (Rs.) 1.50 1.00



FINANCIAL REVIEW FOR THE YEAR

Coming on the back of the global meltdown and financial crisis of the previous year, financial year 2009-10 proved to be a challenging year. During the year under review, the Company achieved Sales Turnover of Rs. 1,05,288.16 lacs and PBDIT of Rs 1,24,85.77 lacs. The Company’s Profit after Tax was Rs. 3,315.46 lacs and Earning per Share stood at Rs. 11.28.

The details of the Company’s operations have been provided separately in the Management Discussion Analysis Report, which forms part of this report.

Audited Consolidated Financial Statement for the year ended on March 31, 2010 also forms part of this report.

DIVIDEND

Your Company is pursuing sustainable growth through numerous expansions & diversifications in the food sector, which requires the Company to make qualitative investments on continuing basis. At the same time, it is responsive to the dividend expectation of its shareholders. Your Board of Directors, at their meeting held on May 26, 2010 have recommended a final dividend of 15% (Rs 1.50 per Share of Rs. 10 each) for the financial year 2009-10, which is subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend payout by the Company, when approved, will total Rs.391.78 lacs including the dividend distribution tax of Rs. 37.04 lacs and DFL also has recommended a final dividend of 12.5% ( Rs. 1.25 per share of Rs. 10 each) for the year 2009-10. The dividend payout by DFL would be Rs. 279.21 lacs inclusive of Dividend Tax.

TRANSFER TO RESERVES

Subsequently an amount of Rs.275.10 lacs is proposed to be transferred to the General Reserves.

OVERVIEW

Agriculture together with the Food Processing Sector forms an important constituent of the Indian Economy and holds key to the overall GDP growth agenda of India. It assumes greater significance for its ability to fillip the inclusive growth aspirations of a country with a billion plus people, where it employs more than 50% of country’s workforce.

BUSINESS OVERVIEW

Amidst difficult macro-economic environment, your Company managed to achieve a modest growth in the domestic market during the year. More importantly, from a long term perspective, the Company stayed focused on overcoming two key challenges of improving operational efficiency and cost rationalisation. A slew of initiatives were rolled out during the year to improve productivity through effective application of technology towards improving the manufacturing process and leveraging the sequential cost and quality advantages. The Company undertook proactive initiatives to create an efficient and robust supply chain. As a result, our supply chain got revamped and we achieved noteworthy cost savings. Methodical approach to forecasting demand improved our capability of procuring the requisite raw materials on time, which brings its inherent cost advantages.

The Company’s healthy growth over recent years shall be attributed to a set of key factors like a focused business strategy, visionary entrepreneurial leadership, best available advisors and consultants, highly motivated and committed talent pool and best-in-class practices across technology, processes and human capital management.

Our flagship brand, ‘Daawat’ has increased its presence across the length and breadth of the Country. Numerous new channel partners were enrolled and existing ones were made more efficient. The Company is currently working on revamping its identity and introducing new packaging for ts key brands.

The Company will continue to focus on channel initiatives, synergising all levers, including distribution, trade marketing, market activation and advertising. It will continue to sharpen its edge through service, quality and customer insight.

CREDIT RATING

ICRA has reaffirmed the LBBB- (pronounced as triple B minus) rating to 0.5 billion term loans and Rs. 4.50 billion fund based facilities of the Company. The outlook on the rating remains stable. ICRA has also reaffirmed the "A3" (pronounced as A three) rating to Rs. 0.5 billion non fund based facilities of the Company.

The above reaffirmations takes into account our experienced management, proven track-record in basmati rice business and long standing relationships with clients in domestic and export markets.

BUSINESS OUTLOOK

The Government’s continued thrust on Food Processing Sector and development of its requisite infrastructure will continue propelling the sector on healthy growth over long term. Your Company is geared up to participate in the growth of this sector and leverage its pioneering leadership towards greater value creation from the sector.

The Companys core strategy will be to strengthen current brands through product design, delivery and introduction of new and differentiated products. Its focus on understanding and responding to consumers’ needs and expectations shall drive increased takeoff of its products. Company’s ensuing line of healthy snacks and other products shall further strengthen its prospects, going forward.

Together with our subsidiary companies, we are embarking on new food products like Fast Cooking Brown Rice, Rice Cakes, Rice Chips and several rice based snacks. Aided by a series of such initiatives and led by a farsighted and forward planning management team, the Company will continue exploring and implementing value-creating steps to enhance its market position. Your Company is also exploring other segments in the food industry in addition to contemplating line extensions in order to pursue sustainable growth.

During the year under review, the Company has bagged the ‘Wheat Silos Project’ on Build-Own-Operate (BOO) basis for a period of 30 years from Punjab State Grains Procurement Corporation Limited of Government of Punjab for storage and handling of 50,000 MT of wheat.

FINANCE

Being in a working capital intensive business, the Company avails large working capital facilities from a consortium of banks. The Company has successfully procured finance for its operations at competitive rates on the strength of its excellent track record, and financial strength and discipline. As a policy, the Company hedges forex risk for the pending export orders in hand.

DOMESTIC OPERATIONS

As a part of our never ending endeavor to improve our systems and processes, the Company decided to bring in Country’s leading business process consultants to tread the path of success in domestic operations. The systems and approach suggested by them has resulted in improved operations and reduced cost of operations.

EXPORTS

As a fallout of recent slowdown, the business scenario in overseas markets remained highly competitive and challenging during the year. We opted to consolidate on the gains made in the earlier years and relook at enhancing efficiency, reducing the cost of logistics, exploring virgin markets and expanding our customer-base during the year.

QUALITY

Quality has long been our effective differentiator in domestic as well as overseas markets. We remain committed to respond to consumer needs and expectations with products of highest quality.

RECOGNITIONS AND ACCREDITIONS

The biggest plant of the Company situated at Bahalgarh bears a true testimony to our quality standards with ISO 14000 certification by SGS, UK. During the year, it was recertified for International Accreditations of SQF, BRC, OU (Orthodox Union) and EIA.

Quality Management System of Company’s Bhopal plant is certified for “Paddy receiving, processing, packing and dispatch of Rice” in accordance with the requirements of the international standard ISO 22000 -2005 by SGS, UK.

CAPITAL AND PREFERENTIAL ALLOTMENT OF SHARES

The authorized capital of the Company has been increased from Rs. 2,500 lacs to Rs. 3,000 lacs in order to meet its growth objectives during the year.

Subsequent to the approval of shareholders, the Company introduced private equity from India Agri Business Fund for funding expansion, modernization and diversification. Equity was inducted by way of preferential allotment of shares to the strategic investors in the Extra Ordinary General Meeting held on October 26, 2009. A total of 38,48,485 equity shares were issued to India Agri Business Fund Limited, Mauritius and Real Trust.

Indian Agri Business Fund is managed by Rabo Equity Advisors, an arm of the Dutch based Rabo Bank, AAA rated bank which is also a key contributor to the Fund.

POSTAL BALLOT FOR ALTERATON OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, the Company had sought approval of the members vide postal ballot for alteration of the Memorandum and Articles of Association of the Company.

In terms of Section 17 and 31 of the Companies Act, 1956 (the Act) and in terms of Section 192A of the Act read with Clause 4(f) of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, approval of the shareholders was obtained by means of a Postal Ballot for alteration of clause 3 and 4 of the Main object of the Company to include the provision that the activities of the Company will be in compliance with applicable laws, and insertion of Article 125(c) in the Articles of Association of the Company and the results were declared on December 5, 2009.

Again, in terms of Section 31 of the Companies Act, 1956 (the Act) and in terms of Section 192A of the Act read with Clause 4(f) of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, approval of the shareholders was obtained by means of a Postal Ballot for alteration of Articles of Association by insertion of Article 60A with respect to right of minority shareholders and the results were declared on January 15, 2010.

SUBSIDIARIES

Indian Subsidiaries

Daawat Foods Limited (DFL)

This value added arm of the Company was set up in Mandideep, Bhopal in December 2007 for production of parboiled rice and other value added rice products i.e Rice Cakes, Rice Chips, Rice Noodles etc.

During the year, DFL has procured Foreign Investment in the form of Equity Capital from Indian Agri Business Funds of Mauritius. At present, DFL is a majority owned subsidiary of your Company.

DFL has expanded its business operations and has set up a food plant for manufacturing of rice based products during the year. The commercial production will start in the financial year 2010-11. A grain clearing plant was set up and commenced during the year. LT Agri Services Private Limited, a wholly owned subsidiary of DFL, is engaged in furthering the cause of DFL in the farming community. It helps farmers with quality inputs including seeds and agricultural know-how. In return, it helps DFL procure quality paddy from the farmers.

Nature Bio Foods Limited (NBFL)

As a dedicated subsidiary, Nature Bio Foods Limited is your Company’s answer to modern lifestyle and its fascination with the organically grown products. It exports organically grown products including basmati and non-basmati rice and other value-added products like brown rice flour, sesame, brown flax seeds and cashew nuts. During the year under review, it made direct exports to Germany, Holland, the USA, Australia and New Zealand.

To maximize from the growing demand of organic products, it is further diversifying its product bouquet. The domestic market too has witnessed increasing off-take of the organic products in recent times. The Company is poised to launch its organic brand ‘Ecolife’ in the domestic market soon.

Staple Distribution Company Limited (SDCL)

This modern retail subsidiary of the Company has posted a strong sales growth of over 75% during the year. SDCL is grown to become a Rs 5,000 lacs Company, with presence in key markets of India including Mumbai, Pune, West Bengal, Tamil Nadu, Gujarat, Madhya Pradesh, National Capital Region, Punjab and Haryana.

SDCL has launched its own label in two food categories namely Wheat Flour & Basmati Rice, under the brand name of ’SDC Pure’ during the year. SDCL has also bagged a food supply chain management assignment from Pungrain, a nodal agency of the Government of Punjab. It has devised end-to-end sourcing and supply chain solutions for distribution of fortified Atta for APL card holders through Public Distribution Supply outlets in Punjab.

During the year, Company has incorporated a subsidiary ‘Expo Services (P) Limited’ to strengthen its distribution network across length and breadth of India.

LT International Limited

LT International Ltd, a subsidiary of the Company is engaged in trading of varied merchandise. The Company is exploring various opportunities for growth under this unit.

Overseas subsidiaries

LTO NA and Kusha Inc.,USA

Kusha Inc. is a fellow subsidiary of your Company and wholly owned subsidiary of LTO N.A. It is currently number one Basmati Rice seller in America with brand names Royal and Daawat. It also offers other products including Jasmine Rice, Arborio Rice, Couscous, Grape seed Oil, Tea and Dried Mangoes. Kusha’s core competency lies in marketing and selling high quality Indian Basmati Rice and other authentic imported grains.

The Company is expanding its brand footprint in more stores with

more items with a special focus to expand footprint of ‘Royal’ in more ethnic stores. The Company is exploring other food products like sauces, pastes and chutneys.

Sona Global Limited & Nice International FZE, Dubai

Nice International FZE, Dubai is a fellow subsidiary of your Company and wholly owned subsidiary of Sona Global Limited. These Companies were incorporated in Middle East for setting up the platform for selling rice and rice products. Middle East and the Saudi countries have a great potential for parboiled rice.

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

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Company has been granted exemption by the Ministry of Company Affairs, from attaching the individual accounts of the each of the subsidiaries. The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the Company or at the registered office of the subsidiary.

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements as a part of this Annual Report.

In accordance with the conditions stipulated by the Ministry of Company Affairs, while granting exemption from attaching the individual accounts of each of the subsidiaries, a one page financial summary for the subsidiaries is disclosed as a part of this Annual Report.

The statement relating to subsidiaries pursuant to Section 212(1) (e) of the Companies Act, 1956 is also attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been complying with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A certificate from the Auditors to this effect forms part of this Report.

In its practice of Good Corporate Governance over the years, the Board lays strong emphasis on transparency, accountability and integrity. In the belief of strengthening the governance practices, the Company has constituted a Committee of Directors known as ‘Governance Committee’.

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 said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis 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 Report.

DIRECTORS

Mr. Jagdish Chandra Sharma and Mr. Pramod Bhagat, 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. Rajesh Kumar Srivastava was appointed as Additional Director of the Company on November 09, 2009. He is a Nominee Director of the strategic investors India Agri Business Fund Limited and Real Trust 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. Srivastava 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.

Further, Ms. Radha Singh was appointed as Additional Director of the Company on January 29, 2010. She 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 Ms. Radha Singh for the office of Director. Your Directors recommend approval of her appointment, the particulars of which are contained in the Notice of the Annual General Meeting.

Mr. Ashok Arora has been appointed as Additional Director in the meeting of the Board on May 26, 2010 and he has been further appointed as Joint Managing Director of your Company by the Board of Directors on May 26, 2010 for a period of five years, subject to approval of the shareholders. He has been actively involved in the activities of the Company and was independently taking care of operations of the group in Punjab. Your Directors recommended his 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 report on Corporate Governance annexed to the Directors’ Report.

AUDITORS

TU & Co., Chartered Accountants, New Delhi – the Statutory Auditors of the Company shall hold office till the conclusion of this ensuing Annual General Meeting. The Board, in view of the increasing international operations of your Company, opines to recommend the appointment of an international accounting firm M/s Walker and Chandiok, International Accountants & Business Advisors, as Statutory Auditors of the Company for the Financial Year 2010-11, as recommended by the Audit Committee. The Company has received a special notice from a member pursuant to Section 225 of the Companies Act, 1956, proposing appointment of M/s Walker and Chandiok as Statutory Auditors to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the following Annual General Meeting of the Company. The Company has received a certificate from the said Auditors under Section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limits as per the said Section. The members are requested to consider their appointment as statutory auditors for the financial year 2010-11, at a remuneration to be decided by the Board of Directors.

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.

b. There were no other employees who were in the Company’s employment 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. 2,00,000/- p. m.

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





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 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, 2010 and of the profits of the Company for the year ended on that date;

(c) 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;

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

CORPORATE SOCIAL RESPONSIBILITY

The foundation of your Company’s business lay on co-creating value with and for the farming community. The Company helps farmers to improve yield from their farms by sharing quality seeds and know-how on best farming practices.

With a view to further woman empowerment, the Company runs few stitching training centers in villages surrounding its place of operations. The Company also provides rice to various NGOs.

EMPLOYEES STOCK OPTION SCHEME

The Board recognizes the contributions of the permanent employees of the Company and its subsidiary companies. With a view to solicit their greater participation in the sustainable growth of the Company, the Board has proposed that a Scheme be 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”. The Board has accordingly decided to seek approval of the shareholders of the Company. The detailed information for the scheme as per applicable provisions of law has been provided in the notice to the Annual General Meeting.

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 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 Company’s endeavor to build and nurture strong links with the trade partners 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 their appreciation of the Contribution made by our business partners/associated at all levels.



For and on behalf of the Board of Directors

Ashwani Arora Joint Managing Director

Place: Gurgaon Date : 09.08.2010


Mar 31, 2009

The Directors have pleasure in presenting the 19* Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March 2009.

FINANCIAL RESULTS

The summarized Financial Results for the year ended March 31, 2009 are as follows:

(Rs. in Lakhs)

Particulars 2008-09 2007-08

Sales and other income 70212.66 57910.28 Profit Before Tax 1000.96 3161.05 Tax on profits (69.37) 338.86 Profit After Tax 1070.33 2822.19 Dividend 222.70 334.05 Tax on Proposed Dividend Nil 56.77 Transfer to General Reserves 107.03 181.38 Dividend Tax for Earlier years Nil 6.61

* Figures have re-grouped / re-arranged wherever necessary in the curent year.

Key Ratios:

The underlying performance can be ascertained from the following key ratios:

2008-09 2007-08

Earning Per Share ( Rs.) 4.81 12.67 Dividend Per Share (Rs.) 1.00 1.50 Return on Tangible Net Worth (%) 7.16 20.25

THE YEAR UNDER REVIEW

During the year under review, the Company achieved turnover of Rs. 69439.55 Lacs and PBDIT of Rs.7966.60 Lacs. The Companys Profit after tax and is Rs.1070.33 Lacs and Earning per Share Rs.4.81. With a Consolidated turnover of 1060.97 Crores, the LT Group has achieved another milestone, which reflects the efforts of the Organization to stride it to great heights.

The details of the Companys operations have been provided in the Management Discussion Analysis Report, which forms a part of this report.

Audited Consolidated Financial Statement for the year ended 31st March, 2009 also forms a part this report.

DIVIDEND

In order to strike a balance between the need to sustain strategic investments for secure future and the annual expectation of shareholders for growing income, your Board of Directors at the meeting held on 30th June 2009, recommended a final dividend Re.l per share (@10%) of Rs. 10/- each for the financial year 2008-09, subject to the approval of shareholders at the ensuing Annual General Meeting absorbing a sum of Rs. 2,22,69,929/- (exclusive of Dividend distribution tax). Dividend distribution tax will be borne by the Company.

TRANSFER TO RESERVE

An amount of Rs 107.03 Lakhs is proposed to be transferred to General Reserve.

CHANGE OF NAME FROM "IT OVERSEAS LIMITED" TO "IT FOODS LIMITED"

Your Directors had proposed the change of name of your Company from LT Overseas Limited to LT Foods Limited to match the vision of the Company of becoming a Leading Global Food Company. Consequently, approval of the shareholders was taken in the previous Annual General Meeting for the same. An application was made to the Registrar of Companies, NCT Delhi & Haryana seeking the change of name and the same was accorded by the Registrar of Companies vide fresh Certificate of Incorporation w.e.f. 25th September, 2008.

AWARDS & RECOGNITIONS

Your Company has been conferred with APEDA Export Award in this year for the performance pertaining to year 2007-08.

Daawat Foods Limited, a wholly owned subsidiary of the Company has been awarded Export Excellence award for its excellence in operations and export by State of Madhya Pradesh in its first full year of operations.

OVERVEIW

India is the worlds second largest producer of food, and has the potential to become the biggest with the food and agricultural sector. The total food production is expected to double in the next ten years and there is opportunity for large investment in food and food processing technologies. Health food and health food supplement is another rapidly rising segment in the Industry which is gaining vast popularly. The food processing industry is presently growing at 14% against 6-7% growth in 2003-04.

India is one of the major food producers but accounts for less than 1.5 % of International food trade, whereas the global processed food market is estimated at US$3.2 trillion. This indicates a vast scope in the industry.

BUSINESS

Overall this was a year of great challenges and a meltdown in the economic market. Despite the recession in the global scenario, the Company has achieved significant growth in Domestic as well as in International market as the impact of the same was considerably less on our Company, being in the food industry. The Company had made investments in its subsidiaries in the preceding years, and as a result of overall performance and contribution of the subsidiaries, and in line with the goal, the LT Group has been able to reach the milestone of a turnover of 1060.97 Crores. Through a well defined and conscious strategy, the Company is able to expand its retail and distribution network, domestically and well as internationally.

In the midst of economic crises globally, your Company will continue to pursue the strategy to identify and exploit profitable growth opportunities by increasing the consumer preferences, increase brand relevance, improve availability, structurally build capability and efficiencies to be cost competitive.

CORPORATE DEVELOPMENT

The year 2008-09 has been a year of corporate developments for our group, where our different subsidiaries have become operational and have been able to provide good return for the investments made in the same, in the initial year of its operation. The Company has hired a panel of technicians, profeesionals and consultants for different areas, who are well experienced in their respective fields, and whose services have helped the Company in optimum utilization of the resources and prevention of loss and increase in profitability. The Company with their innovative guidance has been able to leverage its operations in different aspects.

The Company continues to make inroads into new segments/ markets, exploring new territories and introducing new products in the market. The Company has hired the services of experienced consultants, who are assisting us in sales and distribution transformation, retail excellence and supply chain refinement. In addition, they will also help improve significantly the service levels and acute scientific forecasting methodologies.

PROSPECTS

The Company always has a vision to be a global rice food Company. In furtherance to its vision, the Company has been taking initiative to improve domestic operations and increase the bandwith of the Company. It is also taking considerable steps for strengthening its international presence and leverage the existing strengths of the business. It is continuously in the process of injecting latest technology commensurate with its operations. The Company is also in the process of increasing the product portfolio of the Company.

FINANCE

As a result of the nature of the activity of the Company, it is always in need of working capital, and the Company has endeavored to procure finance for the operations of the Company at a competitive rate. The Company has obtained loans from a consortium of banks and has also obtained loans from other banks at a competitive rates. Having significant portion of exports, the Company has the policy to hedge funds for the pending orders in hand.

DOMESTIC OPERATIONS

The year has been a challenging year for our economy as well as for the Company. The market dynamics were very strongly dominated by world economy changes. This year we achieved domestic revenue of Rs 370.65 Crores in value which was result of increase in overall volume as well as increase in sale of consumer pack. For the year 2009-10 also, we have taken a challenging target looking at the potential and growth rate in the domestic market. We are undergoing various changes and corrections to improve our performances and to increase our market share. We have utilized the services of renowned consultants to revamp our operations and make them more effective, geared to take the challenges of this year. They are helping us both in penetrating further in our present markets as well as capturing untapped markets by identifying new opportunities. The plan this year is to catapult the growth through increasing our effective penetration from present 450 towns to 653 towns through direct or indirect coverage. We are sure that this will bring healthier and more profitable and sustainable growth of the Organization.

Daawat is prominently placed in 23 states and is performing outstanding with the pace of 70% growth in new states i.e. Bihar and Jharkhand, wherein Daawat was launched last year only.

As per strategic move to improve, we have realigned modern retail business with our subsidiary Company i.e. Staple Distribution Company Limited, engaged in the distribution business. They are directly focusing their resources & aligning their activities as per modern retail needs.

EXPORTS

In consonance with its vision of becoming a Global Food Company and a major exporter of rice, the Company has been continuously making all efforts and harnessing all opportunities and has been able to develop a strong global distribution network at International level.

The Export operations of the Company are currently spread in more than 60 countries, with several new markets opened in this financial year. The Companys endeavor to capture new markets and export to these markets have achieved major successes. We are currently leading the pack in countries such as UAE, UK and US. The Company is continuously making efforts to explore and capture, further the potential in the export market. Various agreements with new channel partners have been done in many new markets.

In the Middle East, African, European and the US markets, we have been able to make steady progress with growth having surpassed previous targets. Despite the slowdown in some economies and market hit with recession, we continue to grow at a steady pace.

In the year 2008-09, the export revenues exceeding Rs. 323.74 Crores as compared to revenue of Rs. 247.57 Crores in 2007-08. We are also consolidating operations in the existing markets where we have a set up by introducing some innovative promotion schemes to keep the customers interest alive for brand Daawat. We will be expanding our product portfolio with emphasis on total quality improvement thereby improving our service delivery efficiencies. We have undertaken upon ourselves an aggressive target in addition to our objective to enhance our customer base across different markets.

During the year the Company has been awarded by APEDA for their contribution in exports during the previous year.

UTILISATION OF PUBLIC ISSUE PROCEEDS

The funds raised by the Initial Public Offering of the company have been fully utilized and a certificate towards the same has been received from the Monitoring Agency.

GROUP ENTITIES

Indian Entities:

Daawat Foods Limited

The wholly owned subsidiary of LT Foods Limited was set up with state of art technology, milling unit in Mandideep, Bhopal, for production of parboiled rice. The total investment made in the subsidiary is of an amount of Rs.13.5 Crores as on date. This was the first year of its operation, in which it has set a benchmark of a turnover of more than Rs.200 Crores, which is the relentless efforts of the ambitious and dedicated workforce.

The status of the Company has been changed from.Private Limited Company to Public Limited Company by deletion of the word private from its name.

The Subsidiary has implemented ERP. It has embarked on the journey to practice S-5 in the plant and has developed an automated environment, which resulted in higher output and reduction in average cost with emphasis on training the employees of the Company. The Company has a dedicated research team and consultants, which has helped the Company by helping the farmers and remunerating them for adoption of basmati cultivation.

The Company has decided to add value added products in its portfolio and work has been started on the "Food Plant", which shall be operational in the second quarter of year 2009-10.

The Company has been awarded Export Excellence award for its excellence in operations and exports by MP State Minister of Commerce and Industry.

Nature Bio Foods Limited

The wholly owned subsidiary of the Company was incorporated to cater the need of organic market. Nature Bio-Foods Ltd. is one of the pioneers in the organic business in the Northern India dealing in Contract Organic Farming, Processing and Marketing of Certified Organic Products. Its activities involve production of foods as per national and international organic standards right from the field production, processing, packaging, storage till the shelves of the retailers. In the whole process, no use of chemicals such as fertilizers, pesticides, artificial growth promoters and chemical preservatives etc. are done. This is produced by using natural manure, natural pest control measure and all the eco-friendly measures which preserves the nature and its ecology from the chemical pollution. The Company is making sincere contribution towards reduction in chemical pollution in the soil, air, and water and making the earth and ecology a better living place for all the creatures living on the earth.

The demand for the product of the Company is from developed countries around the world, and therefore the business is mostly concentrated on exports. The domestic market is expected to grow in the coming years and the Company is planning to launch a range of products in the domestic market as well.

Nature Bio-Foods Ltd. is the first Company in India to be enlisted its name in the Eco Social certified project of IBD, Brazil, which confirms the commitment of the Company to the farming families including the development of the women section. "FAIR FARMING FEDERATION (FFF)" - a society is formed at a National Level to create farmers group at the regional level for the adoption of sustainable organic farming and boost up the qualityof their lives and maximizing the income by selling the organic produce at a premium price to the Company.

Staple Distribution Company Limited

The Company was incorporated as a subsidiary to play and establish itself as a backend player for Modern Retail. The Company has marked a growth of 230% in this financial year and has grown from one branch Company to three branch Company. It further aspires to open more branches in different cities of India and capture the market potential in staples and to cater to 80% of the Modern Retail Company directly from its branches by the end of March, 2010.

The Company is also exploring the prospects of launching its own brand and labels in various staple food category and focus on Modern Trade, General Trade and alliances in the coming year. It is also working on the opportunity for working with "aggregators", which shall be Alternate Trade Channel for Company.

LT International Limited

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

LT Agri Services Private Limited

During the period the Company has incorporated LT Agri Services Private Limited as a Wholly Owned Subsidiary of Daawat Foods Limited. This Company has been incorporated as a step further towards backward integration, to help farmers grow high quality of paddy and to further assist them in the agricultural activities, which shall further help the Company to manufacture and upgrade the quality of rice production.

Overseas Entities:

LTONAandKushalnc.

Kusha Inc. is the largest distribution Company in US with the brand name "ROYAL" and the said Company has been acquired in December by LTO North America - a wholly owned subsidiary of LT Foods Limited. The acquisition has increased our market share from 7% to 52% appx in US branded segment.

Kusha Inc. continues to show growth in both volume and value during the difficult economic times currently being felt by most businesses and consumers in the United States. During the year, the volume of the business grown by 13% with increased sales to Clubs, Supermarket, Ethnic markets, Food Service and Private Label channels. Kusha has a diversified offering of products which includes Basmati Rice, Jasmine Rice, Arborio Rice, Couscous, Grapeseed Oil, Tea and Dried Mangoes.

Changes were made during the year to strengthen the Kusha sales team with the addition of expert resources for both supermarket and ethnic market channels.

Sona Global Limited & Nice International FZE

These Companies were incorporated as wholly owned subsidiaries for trading of rice and rice products in the middle east market. Middle east and the Saudi countries have a great potential for parboiled rice and the Company has ventured to capture the potential. With the establishment of the production unit for parboiled rice in Madhya Pradesh, we have been able to increase our platform to reach the customers and increase our market share and our presence in the middle east countries. In the effort to leverage opportunities and to further increase the market share in these regions the Company has restructured its operation and its team there, which is in consonance with its overall objective to become a major global player.

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

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Company has been granted exemption by the Ministry of Company Affairs, from attaching the individual accounts of the each of the subsidiaries. The accounts of the Subsidiary Companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the Subsidiary Companies are also available for inspection by any shareholder at the registered office of the Company or at the registered office of the Subsidiary.

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements as a part of this Annual Report.

In accordance with the conditions stipulated by the Ministry of Company Affairs, while granting exemption from attaching the individual accounts of each of the subsidiaries, a one page financial summary for the subsidiaries is disclosed as a part of this Annual Report.

The statement relating to subsidiaries pursuant to Section 212(l)(e) of the Companies Act, 1956 is also attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of Good Corporate Governance over the year. The Board of Directors support principles of Corporate Governance. In addition to the basic governance issue, the Board lays strong emphasis on transparency, accountability and integrity.

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

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 said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS

Mr. Suparas Bhandari and Mr. Pramod Bhagat, 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. Satish Bal, ceased to be Director of the Company consequent to his resignation. The Board of Directors places on record their sincere appreciation for the contribution made by Mr. Bal as member of the Board and the Audit Committee and Remuneration Committee during his tenure.

Mr. Jagdish Chandra Sharma was appointed as Additional Director of the Company w.e.f 22.10.2008. He is an Independent Director on the Board of the Company. Your Directors recommend approval of his appointment, the particulars of which are contained in the notice of the Annual General Meeting.

The term of appointment of Mr. Vijay Kumar Arora as Managing Director of your Company is due to expire on 28th September, 2009.

He has been actively involved in the activities of the Company, which ultimately resulted in growth of the Company. Your Directors recommended their reappointment for a further period of five years, 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 report on Corporate Governance annexed to the annual report.

COMPOSITION OF THE AUDIT COMMITTEE OF THE BOARD

In pursuance with the provisions of Section 292A of the Companies Act, 1956, the composition of the Audit Committee of the Board is given here in below:

Mr. Suparas Bhandari Chairman Mr. Pramod Bhagat Member Mr. Jagdish Chandra Sharma Member

During the period under review Mr. Satish Bal, ceased to be member of the Audit Committee on his resignation from the Committee consequent to resignation as Director of the Company.

Mr. Jagdish Chandra Sharma, was appointed as member of the Audit Committee in place of Mr. Satish Bal.

The Audit Committee has been provided a terms of reference defining its scope and responsibilities. The section on Corporate Governance contains other details asTegards the functioning of the said Committee.

AUDITORS

TU & Co., Chartered Accountants, New Delhi shall hold office till the conclusion of this ensuing Annual General Meeting and as recommended by the Audit Committee, the Board recommends their reappointment as Statutory Auditors of the Company for Financial Year 2009-10. The Company has received a certificate from the said Auditors under Section 224(1B) of the Companies Act, 1956 to the effect that their, appointment if made, would be within the prescribed limits as per the said section. The members are requested to consider their re-appointment as statutory auditors for the financial year 2009-10, at a remuneration to be decided by the Board of Directors.

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)

The Company has no Employees whose names and particulars are required to disclose as per the provisions of Section 217(2A) of the Companies Act,1956, read with Companies (Particulars of Employees) Rules,1975.

RESEARCH & DEVELOPMENT

The Company with its vision of becoming a Global Food Company has consistently worked on Research and Development of new products with focus on developing new and innovative products that cater to varied customer segments with healthy food choices that offer both convenience and taste. Internationally one or more of the most food brands are positioning themselves in the three core strategies i.e. health/wellness, taste and convenience and the Company is also working in the same direction to add such value added rice products, apart from the regular plain rice, as per want and desire of the customer and to provide the value for money to its customers.

The R & D team has been further strengthened. Consistent with corporate strategic plans of better growth and profits from the operations, a think tank Company, was retained to assist the Company in brainstorming new product ideas and to develop best product strategies and concepts. After much detailed survey of the market place, needs and opportunities, based on current consumer trends and lifestyle changes, and consistent with our goal of delivering nutrition (healthy products), convenience and taste, we narrowed our choice of 1st phase products and emphasized on value added rice products.

The R & D team took the lead role in identifying technologies to use and developing processes and products on the short list. Small-scale trials were conducted at equipment manufacturers sites. Flavors were developed in-house, working closely with experts at spice and flavor companies. New kitchen located in the head quarter office and staffed by an

experienced Food Technologist helped in quicker development of new products due to easy access to Management, Marketing and Sales associates.

To facilitate production of these new products, a new state-of-the-art clean design Foods Building is nearing completion. The new plant is located within the same campus as the Parboiling Plant that was commissioned last year. Care is taken in the design and selection of the process and machinery so that exacting standards of World Class customers can be met. Flexibility and easy capacity expansion were key design criteria after hygiene. Three separate lines will be installed to produce these products. Commissioning of these lines will begin mid-August 2009 and products will be in the markets during the third quarter of 2009-10.

Work continues in the R&D to develop next generation of new products as well as products for line extensions. We will have a full pipeline of new products for the next several years. Each new product idea will be analyzed to assure strategic fit as well as its economic viability. Prototype product will be tested using mini consumer tests to obtain valuable consumer insights. We want to develop new products that our customers will want. By connecting with the end consumers, we are sure we will have success in our innovative products that we take to the market.The objectives here are to help company to meet market needs, to address market opportunities, and to add value to increase shareholders value.

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

Information as required under Section 217(l)(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. Companys continued efforts reduce and optimize 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

Particulars 2008-09 2007-08

Electricity Through Purchases Units 10731881 9104040 Total Amount (Rs.) 46627900 40899875 Rate/Unit (Rs.) 4.34 4.49 Through Diesel Generator Units generated 1079274 1020475 Total Amount (Rs.) 10698948 10141090 Cost /Unit (Rs.) 9.91 9.93

Technology absorption, adaptation and innovation

1. During the year, we have made strides in improving our overall 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 additionally adding new packaging lines with new re-closable small packs for the mainstream stores across the world.

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

(Rupees in Crores) Particulars 2008-09 2007-08

Total Foreign Exchange used 15.69 20.26 Total Foreign Exchange earned 342.09 230.86

DIRECTORS RESPOSIBILITY STATEMENT

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

(a)ln 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, 2009 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

LT Foods has started a unique activity of meshing social commitment into business vision. The Company is working at various places across country on the same, focusing in MP (state in India) with farmers.

This activity involves educating and giving technical inputs to farmers in agriculture and related advisory services. A well qualified, professional and committed team is putting up demonstrations to farmers on their various issues including good production processes, pest and diseases management in variety of crop. This has contributed in many fold increase of farm income in these areas - giving back to the society in some form & helping in people progress.

The Company envisions to improve life of community we live around, support missions that help people improve life, world class quality product, value for their hard earned money and healthy environment.

LT Foods not only believes in pursuing leadership in its business ventures but also promotes progress of people through common welfare. LT has attached itself in CSR activities by attaching with NT to promote innovative thoughts and ideas for well being of the environment and public at large.

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 associates with the Company as its 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 Companys 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 their appreciation of the Contribution made by our business partners/associated at all levels.

For and on behalf of the Board of Directors

Place: Gurgaon Ashwani.Arora Date : 30.06.2009 Joint Managing Director


Mar 31, 2008

The Directors have pleasure in presenting the 18th Annual Report of your company together with the Audited Statement of Accounts for the financial year ended 31st March 2008.

FINANCIAL RESULTS

The summarized Financial Results for the year ended March 31, 2008 are as follows:

(Rs. in Lakhs) Particulars 2007-08 2006-07

Sales and other income 57782.98 48584.19 Profit Before Tax 3161.05 2326.70 Tax on profits 338.86 267.27 Profit After Tax 2822.19 2059.43 Dividend 334.05 222.70 Tax on Proposed Dividend 56.77 31.23 Transfer to General Reserves 181.38 51.49 Dividend Tax for Earlier years 6.61 -

Key Ratios:

The underlying performance can be ascertained from the following key ratios:

2007-08 2006-07

Earning Per Share ( Rs.) 12.67 12.52 Dividend Per Share (Rs.) 1.50 1.00 Return on Tangible Net Worth (%) 20.25 % 17.82 %

THE YEAR UNDER REVIEW

During the year under review, the Company achieved turnover of Rs. 57782.98 Lakhs and PBDIT of Rs. 3161.05 Lacs. The Companys Profit after Tax and is Rs. 2822.19 Lakhs and Earning per Share Rs.12.67.

The details of the Companys operations have been provided in the Management Discussion Analysis Report, which forms a part of this report.

Audited Consolidated Financial Statement for the year ended 31st March, 2008 also forms a part of this report.

DIVIDEND

The Board of Directors at the meeting held on 23rd June 2008, recommended a final dividend Rs. 1.50 per share ( 15%) of Rs. 10 each for the financial year 2007-08, subject to the approval of shareholders at the ensuing Annual General Meeting absorbing a sum of Rs 334.035 Lakhs (exclusive of distribution tax). Distribution Tax is being borne by the Company.

TRANSFER TO RESERVES

An amount of Rs 181.38 Lakhs is proposed to be transferred to General Reserves.

BUSINESS

Overall this was a exigent year for the industry as paddy prices increased substantially but the company has achieved significant growth in Domestic as well as in International market. In the operations , production capacity of the Company’s main plant at Bahalgarh at GT Road has been increased from 27 TPH hour to 33 TPH per hour in the last quarter of this financial year. With this addition, the total capacity of the Group increased to 50.50 mt per hour.

EXPORTS

In the International market, we have made major strides this year by being the first rice company in Asia to acquire one of the largest distribution Company in North America i.e. Kusha Inc., USA the acquisition gives us a strong foothold in North America and increases our share in the market to nearly 52% in USA making us one of the largest basmati rice players in US market. In addition to this, entire trading business of Kusha which was spread into several countries has been added to our portfolio.

In the Middle East, also we have restructured and consolidated the business to bring more stability in our operations thereby improving our overall efficiency. New distribution channels have been opened up in other parts of the world as well. Company has made breakthroughs with Costco and other mainstream stores in the U.K.

We currently have the International certifications which give us that edge to remain ahead of the pack in the International market, some of these are HACCP, ISO,SQF,BRC, Organic & EIC. Implementation of international quality standards provide customers the confidence and trust in the integrity of our products.

In the year 2007-08, Company has achieved growth of 36% with revenue touching Rs. 246.29 crores against the revenue of Rs. 180.78 crores in 2006-07. We have already started on a growth path where we have undertaken upon ourselves an aggressive target of 400 Crores for the year ahead with major growth in North America, Europe and Middle East. The current year is also the year for consolidation and focusing on the brands rather than on private label exports. This will provide stability and higher profitability in export segment.

DOMESTIC OPERATIONS

In the Year 2007-08 , we have earned revenues of Rs. 329.29 crores in comparison to revenues of Rs. 303.35 crores. Out of the total revenue we have generated 38% from Institutional Sales, 55% from traditional Retail and 7% from Modern Retail.

Company has presence in 32949 traditional retail outlets and 1884 Modern Retail Outlets out of 69610 and 2433 outlets respectively. We have our presence in 23 States including 2 new states Bihar and Jharkhand which have been added during the year including 245 cities across the country.

We have a very good presence in West, North, Southern part of the country and we have just picking up in Eastern India. To increase our presence in Eastern India we launched our products in Bihar and Jharkhand States in year 2007-08.

To provide better services to our esteem customers of Tamil Nadu state we have started Sales Depot operation in Chennai during 2007-08.

To provide better and quick services to Modern Retail Companies, LTO has created a team of four Key Accounts Mangers to handle different Modern Retail Formats.

UTILISATION OF PUBLIC ISSUE PROCEEDS:

The funds raised by the Initial Public Offering of the company have been utilized in the following manner

Particulars Projected AMOUNT SCHEDULE

Expansion , Automation and Modernisation at Sonepat, Haryana a.)Parboiled rice processing and milling unit 70.20 APRIL 07 - SEP 07 b.)New milling line for producing value added rice 41.01 JAN 06 - JULY 06 c.)Balancing and modernisation of facilities 31.30 MAY 06 - SEPT 06 d.)Increasing storage facility I) Silos grain storage 98.39 JUNE 06 - JUNE 07 ii) New white rice storage 21.09 JAN 07 - JUNE 07 iii) Open Bardana Shed 4.72 MARCH 06 - JULY 06 Setting up of Power turbine at existing plant 50.52 JUNE 06 - JUNE 07 General Corporate purpose 177.00 Public issue expenses 35.18

Actual AMOUNT SCHEDULE

79.63 COMPLETED 42.46 COMPLETED 29.45 COMPLETED 87.82 COMPLETED 22.99 COMPLETED 3.50 COMPLETED 10.62 PHASE-I COMPLETED 177.00 COMPLETED 37.42 COMPLETED

SUBSIDIARIES

Indian subsidiaries

Daawat Foods (P) Limited

The wholly owned subsidiary of LT Overseas was set up with state of art technology, milling unit in Mandideep, Bhopal, for production of parboiled rice. Rice processed here will cater to the institutions and requirement of Middle East market as well. Your company has made investment of Rs. 23.50 crores in this subsidiary.

Nature Bio Foods Limited

The Company recognized that organic food is future of the world and in the same direction, Company initiated steps few years back. For the same, the wholly owned subsidiary of the company was incorporated to cater the need of organic market which is approximately a market of 22 billion dollar world wide and growing with the pace of 10 %.

Staple Distribution Limited

Looking at the potential and boom in retail business, Staple Distribution Company, a wholly owned subsidiary of the Company has been incorporated during the year to play and establish itself as a backend player for Modern Retail.

LT Infotech (P) Limited

During the year company has invested in LT Infotech (P) Limited which is in to the business of telecommunication and which has entered in to a joint venture with Cordia International. Cordia International is a wholly owned subsidiary of Cordia Corp which is one of the leading telecom company in USA .

LT International Limited

LT International Ltd, a subsidiary of the company is engaged in trading of varied merchandise.

Overseas subsidiaries

Kusha Inc.

Kusha Inc. is the largest distribution company in U.S. with the brand name "ROYAL" and the said company has been acquired in December 2007 by LTO North America Inc. - a wholly owned subsidiary of LT Overseas Limited. This acquisition has increased our market share from 7% to 52% appx in U.S. market.

LT Overseas North America Inc.

LT Overseas North America Inc., a wholly owned subsidiary has been formed in California, to capture market share as well as to strengthen our presence in U.S.

Sona Global Limited & Nice International FZE

Middle east market has a potential and to capture market share and strenghten our presence Sona Global Limited Dubai and its subsidiary Nice International FZE, Dubai were formed and these are engaged in trading of rice and rice products in the Middle East.

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

Pursuant to the provisions of Section 212 (8) of the Companies Act, 1956, the Company has been granted exemption by the Ministry of Company Affairs, from attaching the accounts the individual accounts of each of the subsidiaries. The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company or at the registered office of the subsidiary companies.

In accordance with the Accounting Standard (AS -21) on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements as a part of this Annual Report.

In accordance with the conditions stipulated by the Ministry of Company Affairs, while granting exemption from attaching the individual accounts of each of the subsidiaries, a one page financial summary for the subsidiaries is disclosed as a part of this Annual Report.

The statement relating to subsidiaries pursuant to Section 212(1) (e) of the Companies Act, 1956 is also attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the year. The Board of Directors supports principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

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

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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

NEW CORPORATE OFFICE

Looking at the growth of the organization and forthcoming projects, your Board has decided to move its corporate office to a bigger area i.e. Plot no 119, Sector 44, Gurgaon, Haryana. The new office has been built to a single purpose of creating an inspiring work environment. A unified corporate office will help to further integrate business processes and leverage scale and synergies across the organization.

PROPOSAL OF NAME CHANGE FROM "LT OVERSEAS LIMITED TO "LT FOODS LIMITED"

The Board has proposed, subject to shareholders approval, the change of the name of the Company from "LT Overseas Limited" to "LT Foods Limited" to match with the vision of the company i.e "to be a Leading Global Food Company".

While the explanatory statement appended to the Notice of Annual General Meeting deals with the logic and rationale elaborately, it is appropriate to reiterate that the Company believes that the proposed name provides the optimum balance between maintaining the heritage of the company and future benefits and synergies of global alignment with the word "FOODS".

Most importantly, the proposed name retains "LT "as the first word in its name to reflect the Companys continued commitment to consumers, customers and employees.

The Board has appointed M/S TU & Co. as scrutinizer to conduct postal ballot in the annual general meeting for Change of Object Clause" in the Memorandum of Association so as to give effect to change of name of the Company.

DIRECTORS

Mr. Pramod Bhagat and Mr. Satish Bal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

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 report on Corporate Governance as annexed to the annual report.

COMPOSITION OF THE AUDIT COMMITTEE OF THE BOARD

In pursuance with the provisions of Section 292A of the Companies Act, 1956, the composition of the audit committee of the Board is given here in below:

Mr. Suparas Bhandari Chairman Mr. Pramod Bhagat Member Mr. Satish Bal Member

The Audit Committee has been provided a terms of reference defining its scope and responsibilities. The section on Corporate Governance contains other details as regards the functioning of the said Committee.

AUDITORS

TU & Co., Chartered Accountants, New Delhi shall hold office till the conclusion of the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue, if re-appointed. You are requested to consider their re-appointment.

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)

During the year 2007-08 , the company has paid remuneration of Rs. 2.25 lacs per month for a period of three months i.e January ‘08 to March ’08 to Mr. N.C.Gupta- Executive Vice President.

RESEARCH & DEVELOPMENT

The Company recognizes that Research and Development of new products are imperative for the Company to consolidate, achieve and maintain leadership position in industry. The R&D dept is focused on developing new and innovative products that cater to varied customer segments.

LT Overseas Ltd. has for the past several years emphasized Research & Development activities. R&D is considered both important and required for the future growth strategy set for the Company. Though no new products were launched in the market place this year, the stage is set now to spring ahead with several new products over the next two years.

Research work can be divided into Product Development activities and Process Development activities. Consistent with corporate strategic plans, year 2007 was devoted for process development, to build and startup a new parboiling plant in Mandideep. Process (MP) technology selected for this new plant is based on a patent that was filled by the Company in the year 2006. A bold change from traditional process was implemented to advance product quality to a level insisted by our customers in Saudi, Europe and North America.

Process development activities were carried out in a small-scale pilot plant. All MP varieties were evaluated and prototype products produced at the R&D pilot plant. Processes were fine tuned to obtain optimum yields, and best performance on the plate. These efforts delivered excellent results upon startup of the new line.

With the advent of the new Parboiling Plant, we now have starting raw material for several new products. Consistent, odour free, robust grains will be the feed material for several innovative convenience and value added products. To hurry-up to the market of the new products, R&D staffing is strengthened and a new kitchen was added at the corporate office to quickly review and evaluate new products from the R&D labs. Also, some business alliances are being negotiated to jointly develop value added new rice products. The objectives here are to help company to meet new market needs, to address market opportunities, and to add value. Profitable growth is the desired outcome.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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. Company’s continued efforts to reduce and optimize 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

Particulars 2007-08 2006-07

Electricity Through Purchases 9104040 8245325 Total Amount ( Rs.) 40899875 33957376 Rate /Unit (Rs) 4.40 4.12 Through Diesel Generator Units generated 1020475 1263967 Total Amount ( Rs) 10141090 12172002 Cost /Unit(Rs.) 9.93 9.63

Technology absorption, adaptation and innovation:

1.During the year , we have made strides in improving our overall 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 additionally adding new packaging lines with new re-closable small packs for the mainstream stores across 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 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 exchange used and earned

(Rupees in Lakhs)

Particulars 2007-08 2006-07

Total Foreign Exchange used 2026.29 2449.79 Total Foreign Exchange earned 23086.26 17064.55

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, 2007 and of the profit 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

LT Overseas has stated a unique activity of meshing social commitment into business vision. The Company is working at various places across country on the same, focusing in MP (state in India) with farmers.

This activity involves educating & giving technical inputs to farmers on agriculture and related advisory services. A well qualified, professional & committed team is putting up demonstrations to farmers on their various issues including good production processes, pest and diseases management in variety of crop. This has contributed in many fold increase of farm income in these areas - giving back to the society in some form & helping in people progress.

LT Overseas not only believes in pursuing leadership in its business ventures but also promote progress of people through common welfare.

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 consumer 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 their appreciation of the Contribution made by our business partners / associates at all levels.

For and on behalf of the Board of Directors

Place: New Delhi Surinder Arora Date : 23rd June 2008 Joint Managing Director


Mar 31, 2007

Your Directors are pleased to present their seventeenth annual report on the business and operations of the company together with the audited accounts for the year ended March 31 2007

FINANCIAL RESULTS

Your companys performance during the financial year 2006-07 is summarized below: Rs.in lacs 2006-07 2005-06 Sales and other income 48543.70 40456.93 Profit before tax 2326.70 1200.78 Tax on profits 267.27 69.31 Profit after tax 2059.43 1131.47 Dividend 222.70 180.86 Tax on proposed dividend 31.23 25.37 Transfer to general reserves 51,49 125.00 Profit and Loss account balance carried forward 1754.01 800.24

Key Ratios

The underlying performance can be ascertained from the following key ratios:

2006-07 2005-06 Earning per share (Rs.) 12.52 15.84 Dividend per share (Rs.) 1.00 • 2.50 Return on net worth (%) 17.16% 18.57%

APPROPRIATIONS

Dividend

Your Directors recommend a final dividend of Rs. 1 per equity share (10%) absorbing a sum of Rs 222.70 lacs (exclusive of distribution tax) for the financial year 2006-2007 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Transfer to reserves:

An amount of Rs 51.49 lacs is proposed to be transferred to general reserves. Unclaimed Dividend

An amount of Rs. 175940 out of the interim dividend declared during the financial year 2005-06 is unpaid /unclaimed as on date. Shareholders are requested to contact the Company to revalidate their dividend cheques. Please note that Company is required to transfer any unpaid/unclaimed dividend to investors protection fund in consonance with the provisions of Companies Act, 1956, if they remian unpaid / unclaimed for a period of seven years from the date of its declaration.

PERFORMANCE REVIEW

Company achieved surpassed sales turnover of Rs. 481 Crores and Profit after tax Rs. 20.59 crores as against estimated sales turnover of Rs. 480 crores and profit after tax of 20 crores. During the year Company increased its capacity from 20mt per hour existing as on 31st March 2006to27mt per hour as at 31st march 2007. Company recorded significant increase in domestic sales by 36.5%. This could be made possible by introducing branded rice for all the segments of population and innovative packaging. Profit aftertax recorded tremendous increase of 84%. This increase mainly resulted due to increase in gross profit margins, which increased by almost 4% viz -a-viz last year.

Rationalisation of paddy procurement policy and reduction in cost of manufacturing operations resulted into higher gross profit margins. Due to increase in profit margins EBITA margins also increased from 7.9% in 2005-06 to approximately 11% in 2006-07.

INCREASE IN SHARE CAPITAL

Bonus shares:

During the year your company capitalized Rs. 723.45 lacs out of its reserves and made a bonus issue of one equity share for every equity share held.

Initial Public offer:

The year 2006-07 saw a successful Initial Public offering of the company resulting in the allotment of 7036543 equity shares of Rs. 10 each for cash at a premium of Rs.46 per equity share The issue was oversubscribed 8.26 times and the equity shares were listed on the Bombay Stock Exchange Limited and the National Stock Exchange Of India Limited on December 18th 2006.Your Directors are glad to report that the listing of the shares have enhanced the visibility of the company and its brand value

UTILISATION OF PUBLIC ISSUE PROCEEDS

The funds raised by the Initial Public Offering of the company has been utilized in the following manner:

Rs. in Lacs Particulars Projected Actual Amt Schedule Amt Schedule

Expansion,Automation and Modernisation at Sonepat Haryana 70.2 April07-Sept 07 0 April07-Sept 07 a.)Parboiled rice processing and milling unit 41.01 Jan 06-July 06 42.46 Completed b.)New milling line for producing value added rice 31.3 May 06-Sept06 29.45 Completed c.)Balancing and modernisation of facilities d.increasing storage facility 98.39 June 06-June07 29.03 Partly Completed i)Silos grain storage 21.09 Jan 07-June 07 22.99 Completed ii)New white rice storage 4.72 Mar 06-July 06 3.5 Completed iii)Open Bardana Shed 50.52 June 06-June 07 10.62 1st Phase Completed Setting up of Power turbine at existing 177 177 Completed plant at Sonepat General Corporate purpose 35.18 37.42 Completed

Public issue expenses 529.41 352.47 (*)

(*) Pending deployment in project, the balance of Rs.176.94 million has been utilised towards

working capital.

SUBSIDIARY COMPANIES

Domestic subsidiaries :

Daawat Foods Private Ltd became a wholly owned subsidiary of the company on March 2,2007 .The company is in the process of setting up of a plant in Mandideep, Bhopal and will focus on manufacture of value added rice.

Nature Bio Foods Limited, a wholly owned subsidiary of the company continued to carry on the business of manufacture organic rice and other agri products.

LT International Ltd, a subsidiary of the company is engaged in trading of varied merchandise. Overseas subsidiaries:

Sona Global Limited Dubai and its subsidiary Nice International FZE, Dubai are engaged in trading of rice and rice products in the Middle East.

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

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the company has been granted exemption by the Ministry of Company Affairs, from attaching accounts the individual accounts of each of the subsidiaries. The accounts of the subsidiary companies and the related detailed information will be made available to any shareholder seeking such information at any point of time. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company or at the registered office of the subsidiary companies.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements as a part of this Annual Report.

In accordance with the conditions stipulated by the Ministry of Company Affairs, while granting exemption from attaching the individual accounts of each of the subsidiaries, a one page financial summary for the subsidiaries is disclosed as a part of this Annual Report

The statement relating to subsidiaries pursuant to Section 212(1) (e) of the Companies Act, 1956 is also attached as a part of this Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing agreement with the Stock Exchanges is included in this report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS

Mr. Suparas Bhandari and Mr. Satish Bal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

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 report on Corporate Governance as annexed to the annual report.

COMPOSITION OF THE AUDIT COMMITTEE OF THE BOARD

In pursuance with the provisions of Section 292Aofthe Companies Act, 1956,the composition of the audit committee of the Board is given here in below:

Mr. Suparas Bhandari Chairman Mr. Pramod Bhagat Member Mr. Satish Bal Member

The audit committee has been provided terms of reference defining its scope and responsibilities. The section on corporate governance contains other details as regards the functioning of the said committee

AUDITORS

M/s. Tilak Chandna & Company, Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue, if re-appointed. You are requested to consider their re-appointment.

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 58Aofthe Companies Act, 1956.

EMPLOYEES

The Company had no employee drawing remuneration in excess of limits specified under Section 217(2A) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT

The company recognizes that research and development of new products are imperative for the company to consolidate, achieve and maintain leadership position in industry. The R&D department is focused on developing new and innovative products that cater to varied customer segments.

Below is the brief on various R&D initiatives during the year and their status:

Rice for Restaurants:

Delicacies like Biryani, Pulav and Fried Rice all have Basmati rice as an essential ingredient. Restaurants cook basmati rice in large quantities and serve as and when ordered. Traditional Basmati often breaks into small pieces or gets mushy, soft and clumpy when held for long period of time. To address the need of rice with more shelf life, a new process with precise controls was developed in . a pilot plant to ensure that each and every grain was evenly processed. Consistency and uniformity differentiates this new product from other similar products in the market. The product and process were unique and the company has filed a patent application. The product has since been launched under the brand name "Chefs Secertz".

Fast Cooking Brown Rice: Rice though a great energy food looses its nutrients when bran is removed during milling. Bran is kept intact in brown rice. As such the grain is more nutritious than white rice. Specifically there are greater levels of protein, fat, minerals, vitamins, and fiber. However because of the bran layer, brown rice can go rancid quickly and also takes longer to cook. Both these deficiencies have been removed by creating a new product using a proprietary new technology. This product will have a shelf life of one year and take 15-18 minutes to cook, the same as white Basmati rice.

Flavoured Rice: Value added flavoured rice products have been developed working closely with a seasoning company from Canada. A leading consumer research company was also retained to carry out qualitative and quantitative research to fine tune marketing strategies and guage market preferences. The company plans to launch five different flavoured rice products under a new brand name shortly.

Rice for diabetics: Starchy (Carbohydrate) foods are not preferred as diet of diabetics. However, different starch release sugars into blood stream at different rates. This rate is measured as glecimic index or Gl value. Foods classified Medium to Low Gl are permissible in diabetic diet. Basmati rices Gl is lower than that of non-Basmati rice. This is due to type of starch present in Basmati rice. Research is underway to reduce rices Gl to a level where it would be classified as medium to low Gl value.

Exploratory Research into Micro Nutrients in Rice: Research is being carried out to classify micronutrients with special functional properties present in the rice grain. This is similar to discovery of flavanols in chocolate that has turned chocolate from a junk calories snack to "good for you" food. Fermented rice, sprouted rice etc are being examined to detect special health impacting properties of rice.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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. Companys continued efforts to reduce and optimize 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

Particulars 2006-07 2005-06

Electricity

Through purchases Purchased units 8245325 566984 Total Amount (Rs.) 33957376 23758328 Rate/unit (Rs.) 4.12 4.19

Through Diesel generator Units generated 1263967 279248 Total amount ( Rs.) 40042475 8341137 Cost/Ltr. 31.68 29.87 Technology absorption, adaption and innovation

1. Efforts , in brief, made towards technology absorption, adaption and innovation: i) Expansion of product range to meet the growing market needs,

ii) Up gradation in existing products

2. Benefits derived as a result of the above said efforts , e.g product development, product improvement, cost reduction etc:

The above efforts helped in satisfying consumer needs as well as business requirements of introducing new products. Research initiatives of the Company has been seperately dealt with elsewhere in the Report.

3. Imported technology The company is importing machinery for the projects time to time.

Foreign exchange used and earned Rupees in lacs Particulars 2006-07 2005-06

Total Foreign Exchange used 2449.79 4204.99 Total Foreign Exchange earned 17064.55 17109.38

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 31,2007 and of the profit 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 .

HUMAN CAPITAL

The Company values the importance of human capital and continued emphasis has been placed on creating a working environment that promotes innovation, enhances work satisfaction and facilitates personal growth of its employees. The company has been continuously scaling up its human capital to keep pace with continued growth and future plans The company has also undertaken initiatives for promoting HR policies that aim to attract and retain manpower and upgrade skills. The manpower strength has grown considerably to around 350 employees globally during the year under review.

ACKNOWLEDGEMENT

The Directors are thankful to the bankers and financial institutions for their support to the company. The Board places on record its appreciation of the continued support provided by its valued customers, suppliers, vendors and partners.

The directors also acknowledge the hard work put in by the employees of the company in carrying forward the companys vision and mission. The enthusiasm and continued efforts of the employees have enabled the company to establish itself as a leading player in the domestic and global market.

The directors also express their gratitude to the shareholders for their confidence in the company For and on behalf of the Board of Directors

V.K.Arora Chairman & Managing Director

Place: New Delhi Date: 27th April, 2007


Mar 31, 2006

The Directors have great pleasure in presenting before you, their sixteenth annual Report together with the audited accounts of the Company for the year ended 31st March, 2006 along with the Report of the Auditors thereon.

Financial Results

The working of your company for the year under review resulted in:

(Rupees in Lakhs)

Year Ended Year Ended 31.03.2006 31.03.2005

Gross Income 40456.93 36613.61 Profit before interest, depredation & taxation 3208.93 2681.11 Interest 1436.11 1393.26 Depreciation 572.05 642.72 Provision for taxation a) Income Tax-current year 100.00 125.00 b) Fringe Benefit Tax-Current year 20.00 - c) Deferred Tax Liability 44.42 22.73 d) Excess provision of earlier years written off (95.11) - Net Profit 1131.47 497.39

Last year figures have been re-grouped by the Statutory Auditors.

Business

During the financial year 2005-06, due to Company made substantial profits because of growth is turnover.

Audit Committee

Membership: In compliance with the requirements of Section 292A of the Companies Act, 1956, audit committee was re constituted as in para below;

1. Mr. Suparas Bhandari - Chairman 2. Mr. Satish Bal - Member 3. Mr. Pramod Bhagat - Member

Ms. Monika Chawla Jaggia who is the Company Secretary of the Company acted as the secretary in the meetings of the Committee.

The Audit Committee takes care the implementation of the accounting procedures & techniques, reviewing financial reporting systems and the internal control systems in place. Meetings are scheduled well in advance. The Committee reviews the report of Statutory Auditors with their comments along with action taken reports of the Management. The Committee also invites the senior executives to be present at the meetings to ensure full participation by the concerned officials.

Fixed Deposits:

During the year, the company has not accepted any fixed deposits and repayment, if any and there was no delay in re payment of the interest.

Dividend:

The Board of Directors declared Interim dividend of 25% on the paid up equity capital and the same was paid to the shareholders accordingly during the year and same.

Other Interests:

The Company has not only exported bulk and branded rice but also exported other items like sugar, pulses, saffron, crude soya oil, scrap, walnuts etc. In domestic market also company had done business in the items other than rice Le wheat, pulses, packing material etc.

Brand Promotion:

The brand name DAAWAT has now got a special recognition not only in the domestic market but also in the International market. The said brand is being got registered in many countries.

On national level we have got registration of Heritage(Label), Surbhi and of other new brands in our favour.

Quality Control & Other R & D Projects:

To sustain in this competitive world its important to supply consistent product. The company had made continuous efforts to maintain the same and achieved success also in the same. Our quality control division has continuously monitored the quality as well as consistency of the product.

The company believes in keeping itself abreast with the latest technology and invented new products. R&D unit is working in this direction and we arc expecting good results by the end of next financial year.

Initial Public Offer

During the year company had decided to make Public offer and in this direction steps have been taken. Company is planning to come in to IPO in the last quarter of this year.

Board of Directors and Changes During The Year:

In accordance with the requirements of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Surinder Arora, Director retired by rotation and being eligible, offers himself for reappointment. Three independent directors have also been taken on the Board.

Director's responsibility statement:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your Directors state that:

a) In the preparation of annual accounts, applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates are made so as to give a true and fair view of the, state of affairs of the Company as of 31st March 2004 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on the basis of a going concern.

Auditors:

The retiring auditors, M/S Tilak Chandna. and Co., Chartered Accountants, being eligible, offer themselves for reappointment from the conclusion of this annual general meeting till the conclusion of next annual general meeting.

Computerisation and Technology Upgradation

During the year efforts to steering Company Information Technology Capabilities and for operational excellence were continued.

Human Resource Development & Industrial Relations

The Company has always endeavoured to align its business objectives with those of individual employees. The company is making continuous investment in learning and development, competitive compensation and maintaining conducive work environment.

Particulars of Employees:

Since there were no employees who were in receipt of remuneration of Rs. 24,00,000/per annum or Rs.2,00,000/- per month or more, information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not annexed.

Additional Information

The Additional information relating to the conversation of Energy, Technology Absorption and Foreign Exchange and Outgo required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given below:

A. Research and Development (R&D):

Company had inOirred approximately 1% of total turnover as an expenditure on R & D.

B. Conservation of Energy.

Electric Panels (Tricolite) are installed in each and every plant which are designed on power saving technology.

During packing of pouches we fill Nitrozen Gas in every Pouchc & for the saine process compressor is required which is installed there in nitrozen plant but now we use the compressor which are installed with Gen. sets so we can save Rs. 1500 per day.

All street Lights are automatic with on and off system

C. Technology Absorption

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

The company has latest equipments for enhancing and maintaining the quality of its products.

2. Benefits derived as a result of above efforts Growth in business.

3. The company has imported the following machineries during the year to enhance the quality of its products and also to decrease cost of production of its products:

Technology Technology from Year of Status of Technology Country Import utilization

Paddy Cleaning Denmark 2001 Utilised & Absorbed Paddy Drying Denmark 2001 Utilised & Absorbed Silos USA 2002 Utilised & Absorbed De Husking Japan 2002 Utilised & Absorbed Polishing Japan 2000 Utilised & Absorbed Color Sorting Japan 2001 Utilised & Absorbed Parboiling In House 2002 Utilised & Absorbed Paddy Steaming In House 2003 Utilised & Absorbed

D. Foreign Exchange Earnings and Outgo

During the year, your company earned the foreign exchange equivalent to Rs. 1,71,09,3 8,483 from sale of its products.

The Foreign exchange spending for purchases is equivalent to Rs.28,45,00,749.

Subsidiary Companies

The accounts of your subsidiary company viz. M/s.L.T. International Ltd, and Sona Global Limited for the year ended 31.03.06 together with statutory statements pursuant to section 212 of the Company Act 1956 are annexed.

Warm Appreciation:

The Directors thank the customers, vendors, business associates and bankers for their support to the company.

The Directors also washes to place on record its appreciation for the valuable contribution of the members of the company's staff at all levels and look forward to their continued co-operation in meeting the future challenges.

New Delhi By the Authority of Board May 17, 2006 (Chairman & Managing Director)

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X