Mar 31, 2018
DIRECTORS'' REPORT
Dear Members,
The Directors are pleased to present the 26th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March 2018.
FINANCIAL PERFORMANCE SUMMARY
The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").
Rs,in Lakhs
2017-18 |
2016-17 |
|
Revenue from operations |
17,638.96 |
14,223.51 |
Other Income |
156.92 |
299.30 |
Total Income |
17,795.87 |
14,522.81 |
Total Expenses |
16,407.93 |
13,165.08 |
Profit Before Tax |
1,330.26 |
1,357.73 |
Tax Expenses |
||
- Current Tax |
506.00 |
431.50 |
- Deferred Tax |
-6.15 |
33.64 |
Profit After Tax |
830.41 |
892.59 |
Other Comprehensive income (net of tax) |
-175.21 |
0.65 |
Total Comprehensive Income for the period / year |
655.20 |
893.24 |
Earning Per Equity Share (EPS) for the period (Face Value of Rs,10) |
||
- Basic |
6.84 |
7.35 |
- Diluted |
6.84 |
7.35 |
OPERATIONS:
During the year under review, total revenue of your Company increased from Rs,14,224 lakhs to Rs,17,639 lakhs, an increase of 24% over the previous year. The profit after tax for the year stood at Rs,830.41 lakhs against Rs,892.59 lakhs in the previous year.
Further in connection with strengthening of fruit processing business, the Company has started the commercial production of HPP (High Pressure processing) fruit and vegetable juices and initially the product has been launched in Pune and Mumbai.
FRESH FRUITS SEGMENT:
TABLE GRAPES
In addition to their exquisite flavor, grapes are known for their beneficial nutrients. They are progressively popular in diets around the world, not only for consumption as fresh fruit, but also in processed products such as wine, raisins, juice, jam, jelly and even canned foods.
The worldwide consumption of fresh grapes has reached 24.1 million tons. China is the largest consumer, followed by India and the United States. Brazil is considered an important consumer in the Latin American region. The grape consumption is not only on the rise in these traditional markets but there is clearly growing interest in this fruit in Southeast Asian markets like Thailand, Hong Kong, and Malaysia.
Assuming a continued trend, it is estimated that seedless grape varieties will be in the greater demand from traditional consumers, such as Europe and the United States. There are also good growth expectations for upcoming grape season, especially to the Asian market, with emphasis on China and Russia.
POMEGRANATES ARILS
Gradually but progressively, pomegranates arils are attracting interest, now that consumers worldwide see the pomegranate arils as a "super fruit" due to its high nutritional value and health benefits.
FOOD PROCESSING SEGMENT:
India''s Food Processing Sector Poised for Growth.
India''s food processing sector continues to grow in response to changing demographics, evolving preferences for branded and convenient items, retail and food service sector modernization, and government efforts to develop food manufacturing. Increasing health consciousness is influencing the development and sales growth of packaged foods. Imports of non-standardized processed foods and ingredients remain a challenge, though regulatory reforms are supporting progress.
As consumers'' preferences shift to healthier products, owing to changing lifestyle and rise in disposable income levels, companies should look at offering a greater number of nutritional foods and beverages. In addition, better preserving and packaging techniques need to be developed that not only increase the shelf life but also improve the nutritive value of the processed food and beverages.
DIVIDEND:
Your Directors do not recommended payment of any Dividend for the Financial Year ended 31st March 2018, in order to conserve the resources of the Company. The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September 22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year. There was no appointment or cessation of any Director during the year.
Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulation are provided in the Notice of Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:
a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
INSURANCE:
The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report which forms part of this report.
FIXED DEPOSIT:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year under review.
CERTIFICATION:
During the year under review, the Company has obtained the following certifications pertaining to the
Highest International Standard of Food Safety and Hygiene:
1. FSSC 22000 - Food Safety System Certification provides a framework for effectively managing the organization''s food safety responsibilities. FSSC 22000 is fully recognized by the Global Food Safety Initiative (GFSI) and is based on existing ISO Standards.
2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.
5. BRC certificate for Nashik (Unit I) Pack house and Sangli (Unit II) Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Pack House Recognition for Nashik (Unit I) and Sangli (Unit II) Pack house.
8. GLOBALG.A.P. Certificate - G.A.P. stands for Good Agricultural Practice - and GLOBALG.A.P. is the worldwide standard that assures it.
9. Walmart Supply Chain Security: Unit I and Unit II
10. Fairtrade certificate - Fair trade is an alternative approach to conventional trade based on a partnership between producers and traders, businesses and consumers.
11. FSSAI License for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house and Nashik processing unit (Unit IV)
12. Amfori BSCI - The amfori BSCI is based on the labor standards of the International Labour Organization (ILO) as well as on national regulations. This initiative aims at continuously improving the social performance of suppliers, ultimately enhancing working conditions in factories worldwide.
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production are as under:
2017-18 |
2016-17 |
||
1. Electricity a) Purchased |
|||
Units |
KWH |
2,467,129 |
2,136,984 |
Total amount |
'' |
17,974,494 |
15,221,370 |
Rate / Unit |
'' |
7.29 |
7.12 |
b) Own Generation through Diesel Generator Set Units Diesel |
|||
Quantity |
Ltrs |
22,730 |
15,700 |
Total Amount |
'' |
1,409,027 |
922,483 |
Rate / Unit |
'' |
61.99 |
58.76 |
c) Coal and other Fuels |
|||
Units |
Kgs |
654,863 |
10,17,236 |
Total Amount |
'' |
5,043,924 |
67,48,556 |
Rate / Unit |
'' |
7.70 |
6.63 |
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.
INDEPENDENT DIRECTORS'' MEETING:
The Independent Directors met once during the year under review, without the attendance of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
BOARD EVALUATION:
The Board implemented a formal mechanism for assessing its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a designed assessment process covering various features of the Boards functioning such as composition of the Board & committees, experience & proficiencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has repaid/taken loans, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013, the details are given in the notes to the financial statements.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Company''s policy on directors'' appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.freshtrop.com.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs,1,54,68,64,421 (Previous Year Rs,1,13,94,51,116) and Foreign Exchange outgo during the year was Rs,2,11,73,12,655 (Previous Year Rs,10,60,54,642).
CORPORATE SOCIAL RESPONSIBILITY
The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure - B to the Directors'' Report.
The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
CORPORATE GOVARNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act 2013 are given in the Corporate Governance Report annexed which is a part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there was no complaint pertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into by the Company during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed Mr. Manoj Hurkat of M/s Manoj Hurkat & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure-C. There were no qualifications, reservation or adverse remarks of material nature in the Secretarial Audit Report of the Company. The observation of the Secretarial Auditor in their report is self-explanatory and does not call for any further explanation/ clarification.
AUDITORS'' & AUDITORS'' REPORT:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), were appointed as statutory auditors of the Company to hold office from the conclusion of 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting, subject to ratification of their appointment at every AGM, if required under law.
In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been omitted with effect from 7th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every annual general meeting.
Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
ACKNOWLEDGMENT
Your Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.
Date: May 26, 2018
By order of the Board
Regd. Office: For Freshtrop Fruits Ltd.,
A-603, Shapath IV,
Opp. Karnavati Club,
S G Road,
Ahmedabad - 380 015 Ashok Motiani
Chairman & Managing Director
Mar 31, 2016
Dear Members,
The Directors are pleased to present the 24th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2016.
FINANCIAL PERFORMANCE:
The working results of the Company for the period ended 31st March, 2016 are as follows:
Amount in Rs.
2015-16 |
2014-15 |
|
Total Income |
1,216,287,434 |
1,230,946,549 |
Gross Profit before Depreciation and Taxation |
164,883,750 |
166,656,616 |
Less: Depreciation |
38,897,354 |
37,915,269 |
Net Profit before Taxation and Exceptional Items |
125,986,396 |
128,741,347 |
Less: Exceptional Items |
- |
4,705,358 |
Net Profit before Taxation |
125,986,396 |
124,035,989 |
Less : Current Tax |
45,200,000 |
42,600,000 |
Less : MAT Credit Entitlement |
- |
- |
Less : Deferred Tax |
524,140 |
5,147,048 |
Less : Tax in respect of earlier years |
(235,491) |
424,137 |
Profit after taxation |
80,497,747 |
75,864,804 |
Less: Proposed Dividend |
12,145,000 |
12,145,000 |
Distribution Tax on Proposed Dividends |
24,72,479 |
2,472,722 |
Balance of Profit brought Forward from Balance Sheet |
249,440,049 |
191,164,098 |
Balance of Profit carried to Balance Sheet |
315,320,317 |
249,440,049 |
OPERATIONS:
The year under report started with significantly reduced business in Q1 due to poor weather conditions during the grape harvest season of 2105. However the weather conditions improved subsequently and the exports during the 2016 season showed a significant growth.
Your Company was able to maintain the revenues at over Rs.1.2 billion and the Net profit after tax increased from Rs.75.865million to Rs.80.498 million an increase of 6.11%
The food processing business continues to grow but the pace of growth needs to be accelerated.
FRESH FRUITS SEGMENT:
India continues to increase its importance as a grape supplier to Europe. The grape growers have understood the requirements of the international markets and are able to fulfill them to a large extent. In 2016 season India consolidated their position with increased supply. Total exports of grapes from India to EU increased from 55094.87MT in 2014-15 season to 85828.04MT in 2015-16 season.
Other developing markets have also started importing fresh grapes from India. Our business is now expanding into countries like China, Russia, Hong Kong and some other far eastern markets. We expect to grow this business at a cumulative growth of over 10% for the coming few years.
FOOD PROCESSING SEGMENT:
A strong and dynamic food processing sector plays a significant role in diversification of agricultural activities, improving value-addition, opportunities and creating surplus for export of agro food products
We feel the food processing industry is poised for huge growth both in the domestic and the international markets. During the year under report our income from this segment grew from 307.27 million in 2014-15 to 359.70 million in 2015-16 a growth of 17%. We are trying to accelerate this growth and achieve better financial results from this segment.
DIVIDEND:
Considering the performance during the year 2015-16, your Directors have recommended a Dividend of Rs.1/- per share (10 per cent) for the financial Year 2015-16. The dividend payout, if approved, will result in outflow of Rs.14,617,479 inclusive of Rs.24,72,479 on account of Dividend Distribution Tax.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September 22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.
The tenure of Mr. Ashok Motiani as Managing Director of the Company will expire on 31st July, 2016. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 27th January, 2016 recommended and approved the re-appointment and payment of remuneration to Mr. Ashok Motiani as a Managing Director of the Company for a further period of three years i.e. up to the 31st August, 2019, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Nanita Motiani, Executive Director is liable to retire by rotation and being eligible offer herself for reappointment.
The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalized during the year as per the Companies Act, 2013.
The Board recommends the appointment/re-appointment of above directors for your approval. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:
a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
INSURANCE:
The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.
FIXED DEPOSIT:
During the year under review, your Company has not accepted any fixed deposits within the meaning of
Section 73 of the Companies Act, 2013 read with rules made there under.
CERTIFICATION:
During the year under review, the Company has obtained the following certifications pertaining to the
Highest International Standard of Food Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organization in the food chain from "farm to fork".
2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.
8. Global GAP Certificate SHARE
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production are as under:
2015-16 |
2014-15 |
|||
1. Electricity |
||||
a) |
Purchased |
|||
Units |
KWH |
2,291,646 |
2,282,098 |
|
Total amount |
(Rs.) |
15,296,234 |
14,748,881 |
|
Rate / Unit |
(Rs.) |
6.67 |
6.46 |
|
b) |
Own Generation through Diesel Generator Set Units Diesel |
|||
Quantity |
Ltrs |
12,046 |
12,555 |
|
Total Amount |
(Rs.) |
651,978 |
758,169 |
|
Rate / Unit |
(Rs.) |
54.12 |
60.39 |
|
c) |
Coal and other Fuels |
|||
Units |
Kgs |
1,019,800 |
1,332,805 |
|
Total Amount |
(Rs.) |
6,442,687 |
8,678,991 |
|
Rate / Unit |
(Rs.) |
6.32 |
6.51 |
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.
INDEPENDENT DIRECTORS'' MEETING:
The Independent Directors met two times during the year under review, without the attendance of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
BOARD EVALUATION:
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has made loan, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013, the said details are given in the notes to the financial statements.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs.922,503,245 (Previous Year Rs.924,157,495) and Foreign Exchange outgo during the year was Rs.94,097,215 (Previous Year Rs.149,881,785).
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.
The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.
In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.
CORPORATE SOCIAL RESPONSIBILITY
The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.
The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of Section 124 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
SECRETARIAL STANDARDS OF ICSI
The Companies Act, 2013 has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time, though were recommendatory in nature, have been complied with by the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") a management discussion and analysis report is appended to the Annual Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
During the year under review, your Company has entered into transactions with related parties which are material as per clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") the details of said transactions are provided in the Notice of the Annual General Meeting.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made there under, your Company had appointed Mr. R.S. Sharma, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2015-16 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.
AUDITORS'' & AUDITORS'' REPORT:
The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.
The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.
Acknowledgment
Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.
Date : August 10, 2016
By order of the Board
Regd. Office: For Freshtrop Fruits Ltd.,
A-603, Shapath IV,
Opp. Karnavati Club, S G Road,
Ahmedabad - 380 015 Ashok V Motiani
Chairman & Managing Director
(DIN: 00124470)
Mar 31, 2015
Dear Members,
The Board of Directors have pleasure in presenting 23rd Annual Report
and the Audited financial Statement of the Company for the financial
year ended March 31, 2015.
FINANCIAL PERFORMANCE:
The working results of the Company for the period ended 31st March,
2015 are as follows:
Amount in Rs.
2014-15 2013-14
Total Income 1,230,946,549 1,147,868,701
Profit before Depreciation and Taxation 166,656,616 103,367,543
Less: Depreciation 37,915,269 21,406,059
Profit before Taxation and
Exceptional Items 128,741,347 81,961,484
Less: Exceptional Items 4,705,358 -
Profit before Taxation and
after Exceptional Items 124,035,989 81,961,484
Less : Current Tax 42,600,000 23,000,000
Less : Deferred Tax 5,147,048 2,509,091
Less : Tax in respect of earlier years 424,137 -
Profit after taxation 75,864,804 56,452,393
Less: Proposed Dividend 12,145,000 12,145,000
Distribution Tax on Proposed Dividends 2,472,722 2,064,043
Balance of Profit brought Forward
from Balance Sheet 191,164,098 148,920,748
Balance of Profit carried to 249,440,049 191,164,098
Balance Sheet
OPERATIONS:
The weather conditions during the grape harvest season for the year
under report were the worst we had in the last two decades. There were
unseasonal rains in the first two weeks of March, significantly
affecting the grape crop. Unfortunately the poor weather conditions
affected all grape growing area in the state of Maharashtra.
Despite these conditions your Company has shown a growth in the total
income from Rs.1147 million to Rs.1230 million an increase of 6.75%,
while the profit after tax has grown from Rs.56.45 million to Rs.75.86
million an increase of 25.59%.
The food processing business also became profitable in the year under
report, assisting in achieving the above results.
FRESH FRUITS SEGMENT:
India continues to be an important supplier of Fresh Grapes to Europe.
Poor weather conditions have affected this business for the last two
years but in fresh produce business the stake holders have learnt the
methods of mitigating the risks. The grape growers too have now
understood the requirements of the international markets and are to a
large extent able to fulfil them.
Total exports of grapes from India to EU decreased from 80325.69MT in
2013-14 season to 55094.87MT in 2014-15 season. While our exports of
grapes increased from Rs.837 million to Rs.898 million an increase of
7.28%.
Our business is now expanding into other countries like China and
Russia and for the future we expect to continue to grow this business
at an average of over 20% for the coming few years.
FOOD PROCESSING SEGMENT:
The Indian food processing industry continues to be a focus area for
our Government. Many Incentives are offered for stabling and operating
this business. Maggi noodle incident is having on the growth of this
business but we feel that this is a temporary phenomenon and all
concerned agencies will learn a lot from this and the industry as a
whole would mature and get more organized.
We feel the food processing industry is poised for huge growth both in
the domestic and the international markets. During the year under report
our income from this segment grew from 236.69 million in 2013-14 to
307.27 million in 2014-15 a growth of 30%. We expect to maintain this
for the coming year as well.
DIVIDEND:
Considering the performance during the year 2014-15, your Directors
have recommended a Dividend of Rs.1/- per share (10 per cent) for the
financial Year 2014-15. The dividend payout, if approved, will result
in outflow of Rs.14,617,722 inclusive of Rs.24,72,722 on account of
Dividend Distribution Tax.
DIRECTORS:
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr.
Anil Sharma were appointed as independent directors at the Annual
General Meeting of the Company held on September22, 2014. The terms and
conditions of appointment of independent directors are as per Schedule
IV of the Companies Act, 2013. Your Company has received declarations
from all the Independent Directors of the Company confirming that they
meet with the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013 and clause 49 of Listing Agreement and there
has been no change in the circumstances which may affect their status
as independent director during the year.
The appointments of the Key Managerial Personnel have been made before
the commencement of the financial year under review and the same have
been formalised during the year as per the Companies Act, 2013.
INSURANCE:
The Companies Plants,Property,Equipments & Stocks adequately insured
against the loss of fire and other risks which are considered necessary
by the management. The Company has also taken sales turnover policy
which includes Marine Coverage, Domestic Sales & inter unit movement of
goods. The Company has also taken Directors and officers Liabilities
Policies to provide coverage against the liabilities arising on them.
FIXED DEPOSIT:
During the year under review, your Company has not accepted any fixed
deposits within the meaning of Section 73 of the Companies Act, 2013
read with rules made there under.
CERTIFICATION:
During the year under review, the Company has obtained the following
certifications pertaining to the Highest International Standard of Food
Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety
management system covering all organisation in the food chain from
"farm to fork".
2. SGF International E.V. - This certifies participation of the
Company in Voluntary Control System for safeguarding the perfect
quality of its products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the
products are permissible in Islamic Law and we acquired this
certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the
saleability of the product in the international supermarkets. There is
clear evidence that a kosher symbol boosts market share that a kosher
product can win more favourable shelf space, and that positioned next
to a competing non-kosher brand. Kosher is and therefore an important
investment our Company makes in order to increase market reach and
share.
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II)
Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II).
8. Global GAP Certificate
9. FSSAI
10. Business Social Compliance Initiative (BSCI)
FINANCE:
1. CARE has affirmed its rating on long term bank facilities of the
Company "CARE A -" & "CARE A2 " for short term facilities of the
company.
2. The Bank has renewed Fund and Non Fund Base working Capital Credit
facilities up to Rs.2,100 Lakhs.
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production
are as under:
2014-15 2013-14
1. Electricity
a) Purchased
Units KWH 2,282,098 1,958,557
Total amount Rs. 14,748,881 12,136,478
Rate / Unit Rs. 6.46 6.20
b) Own Generation through Diesel
Generator Set Units
Diesel
Quantity trs 12,555 21,202
Total Amount Rs. 758,169 1,229,266
Rate / Unit Rs. 60.39 57.98
c) Coal and other Fuels
Units Kgs 1,332,805 9,03,785
Total Amount Rs. 8,678,991 5,898,091
Rate / Unit Rs. 6.51 6.53
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular
studies are conducted to analyse quantitative energy conservation
patterns and variances are rigorously scrutinized. The Company
regularly benchmarks its energy conservation levels and consistently
works towards improving efficiencies.
NUMBER OF BOARD MEETINGS:
The Board of Directors met 4 (four) times during the year under review.
The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report which forms part of this
Report.
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met on March 18, 2015, without the attendance
of Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of non-independent
directors and the Board as a whole; the performance of the Chairperson
of the Company, taking into account the views of Executive Directors
and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
BOARD EVALUATION:
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178 (3) of the Companies Act, 2013 is
available on the website of the Company.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs.924,157,495
(Previous Year Rs.897,853,788) and Foreign Exchange outgo during the
year was Rs.149,881,785 (Previous Year Rs.139,979,724).
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement. As required under the listing agreement, a separate
Report on Corporate Governance forms part of this Annual Report. The
certificate from statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance is annexed.
The Board of Directors support the basic principles of good corporate
governance. In addition to this, the Board lays strong emphasis on
transparency, accountability and integrity.
In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
CORPORATE SOCIAL RESPONSIBILITY
The details of Corporate Social Responsibility (CSR) carried out by the
Company are appended in the Annexure to the Directors' Report.
The particulars of the CSR committee constituted by the Company
pursuant to the provisions of Section 135 of the Companies Act, 2013
and the rules forming part of the same are included in the Corporate
Governance Report annexed and forming part of this Annual Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of Section 124 of the Companies Act, 2013,
relevant amounts which remained unpaid or unclaimed for a period of 7
years have been transferred by the Company to the Investor Education
and Protection Fund.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on
working days of the Company upto the date of the ensuing Annual General
Meeting. If any member is interested in inspecting the same, such
member may write to the Company Secretary in advance.
SECRETARIAL STANDARDS OF ICSI
The Companies Act, 2013 has mandated the Secretarial Standards on Board
Meetings & General Meetings specified by the Institute of Company
Secretaries of India (ICSI). The secretarial standards issued by ICSI
from time to time, though were recommendatory in nature, have been
complied with by the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a management discussion and analysis report is appended to the Annual
Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which is a part of
this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement, The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made
thereunder, your Company has constituted Internal Complaints Committee
which is responsible for redressal of complaints related to sexual
harassment. During the year under review, there were no complaints
pertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9, is annexed to this Report as Annexure.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of
business. Your Company had not entered into any transactions with
related parties which could be considered material in terms of Section
188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3) (h) of the
Companies Act, 2013 in Form AOC 2 is not applicable.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the rules made thereunder, your Company had appointed Mr.
R.S. Sharma, Practising Company Secretary to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for financial year
2014-15 is annexed, which forms part of this report as Annexure-B.
There were no qualifications, reservation or adverse remarks in the
Secretarial Audit Report of the Company.
AUDITORS' & AUDITORS' REPORT:
The Statutory Auditors of the Company, M/s. Mayank Shah & Associates,
Chartered Accountants (Firm Registration Number - 106109W) retire at
the conclusion of the ensuing Annual General Meeting. The said
Statutory Auditors have confirmed their eligibility and willingness to
accept the office on re-appointment. The necessary resolution seeking
your approval for re-appointment of Statutory Auditors has been
incorporated in the Notice convening the Annual General Meeting.
The Board has duly reviewed the Statutory Auditors' Report on the
Accounts. The observations and comments, if any, appearing in the
Auditors' Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors.
APPRECIATION:
Yours Directors place on record their appreciation of the sincere and
devoted services, rendered by all employees of the company and the
continued support and confidence of the customers. The Board expresses
special thanks to progressive farmers of Maharashtra who have worked
hard to achieve International Standards in the quality of their
produce. The Board also expresses its sincere thanks to Axis Bank Ltd.
and their officers, Agricultural and Processed Food Products Export
Development Authority (APEDA), Ministry of Food Processing Industry
(MFPI) and all other well wishers, for their timely support.
Date : August 14, 2015 By order of the Board
Regd. Office: For Freshtrop Fruits Ltd.,
A-603, Shapath IV,
Opp. Karnavati Club, S G Road,
Ahmedabad - 380 015 Ashok V Motiani
Chairman & Managing Director
(DIN: 00124470)
Mar 31, 2014
Dear Members,
The Board of Directors have pleasure in presenting 22nd Annual Report
and the Audited financial Statement of the Company for the financial
year ended March 31, 2014.
FINANCIAL RESULTS:
The working results of the Company for the period ended 31st March,
2014 are as follows:
Amount in Rs.
2013-14 2012-13
Total Income 1,147,868,701 935,028,676
Profit before Depreciation 103,367,543 76,677,010
and Taxation
Less: Depreciation 21,406,059 23,731,319
Net Profit before Taxation 81,961,484 52,945,691
Less: Current Tax 23,000,000 9,806,700
MAT Credit Entitlement - (9,806,700)
Deferred Tax 2,509,091 17,540,433
Tax in respect of earlier years - 32,171
Profit after taxation 56,452,393 35,373,087
Less: Proposed Dividends 12,145,000 1,19,45,000
Distribution Tax on Proposed Dividends 2,064,043 19,37,778
Add/Less: Balance of (Loss) of 148,920,748 127,430,437
Previous years
Balance of Profit/ (Loss carried 191,164,098 148,920,746
to Balance Sheet
OPERATIONS:
The year under report shows a growth in the total income from ''935
million to ''1147 million an increase of 22.76%, while the profit after
tax has grown from ''35.37 million to ''56.45 million an increase of
59.59%. The increase in the Income has come from growth in both our
business segments, fresh fruits exports and processed food business. We
feel both these segments have a large potential and will continue to
grow and contribute to the profits of your company in the coming years.
FRESH FRUITS SEGMENT:
Demand for Indian grapes continues to grow in the EU markets. Total
exports of grapes from India to EU increased from 64,644MT in 2013
season to 80,141MT in 2014 season an increase of 24%. While our Exports
of grapes increased from ''651 million to ''837 million an increase of
28.61%. We are also working on expanding this business in non EU
markets. During the 2014 season the business to this market was
stagnant but it has a large potential for growth in the coming years.
FOOD PROCESSING SEGMENT:
During the year under report our Income from this segment grew from
''218.70 million in 2012-13 to ''236.69 in 2013-14 a growth of 8.23%.
DIVIDEND:
Considering the performance during the year 2013-14, your Directors
have recommended a Dividend of ''1/- per share (10 per cent) for the
year ended 31st March 2014. The dividend payout, if approved, will
result in outflow of ''14,209,043 inclusive of ''20,64,043 on account of
Dividend Distribution Tax.
DIRECTORS:
Mr. Ramchandra Joshi, Independent Director of the Company has resigned
w.e.f. November 15, 2013. The Board places on record its deep
appreciation of the valuable services and guidance provided by Mr.
Ramchandra Joshi during his tenure.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Mayur J
Shah, Mr. Dinesh Oza, and Mr. Anil Sharma, as Independent Directors of
the Company. As per Section 149(4) of the Companies Act, 2013, which
came into effect from April 1, 2014, every listed public company is
required to have at least one-third of the total number of directors as
Independent Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Mrs. Nanita Motiani, who retires by rotation as Director of the Company
but being eligible offers herself for re-appointment.
Brief details of Directors proposed to be appointed/re-appointed as
required under Clause 49 of the Listing Agreement are provided in the
Notice of Annual General Meeting forming part of this Annual Report.
INSURANCE:
The assets of the Company are adequately insured against the loss of
fire and other risks which are considered necessary by the management.
FIXED DEPOSIT:
The Company has not accepted any deposit under the provision of Section
58-A of the Companies Act, 1956 as applicable.
CERTIFICATION:
During the year under review, the Company has obtained the following
certifications pertaining to the Highest International Standard of Food
Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety
management system covering all organisation in the food chain from
"farm to fork".
2. SGF International E.V. - This certifies participation of the
Company in Voluntary Control System for safeguarding the perfect
quality of its products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the
products are permissible in Islamic Law and we acquired this
certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the
saleability of the product in the international supermarkets. There is
clear evidence that a kosher symbol boosts market share that a kosher
product can win more favourable shelf space, and that positioned next
to a competing non-kosher brand. Kosher is and therefore an important
investment our Company makes in order to increase market reach and
share.
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II)
Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara
(Unit III) Pack houses.
8. Global GAP Certificate
9. FSSAI
10. Business Social Compliance Initiative (BSCI)
FINANCE:
During the year under review, the Company has enhanced its Working
Capital Facilities of ''1500.00 Lacs for the peak season and ''900.00
Lacs for off season to ''2100.00 Lacs and 900.00 Lacs from Axis Bank
Limited for the Fresh Fruits and Food Processing activities of the
Company. During the year under review, Axis bank has also sanctioned
total fresh term loans of ''550.00 Lacs out of which ''100 lacs for
expansion of Unit-1, and ''450 lacs for Expansion of unit-4.
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production
are as under:
2013-14 2012-13
1. Electricity
a)Purchased
Units KWH 1,958,557 1,863,625
Total amount RS 12,136,478 12,129,924
Rate / Unit RS 6.20 6.51
b)Own Generation through
Diesel Generator Set
Units
Diesel
Quantity Ltrs 21,202 26,595
Total Amount RS 1,229,266 1,317,202
Rate / Unit RS 57.98 49.53
c) Coal and other Fuels
Units Kgs 9,03,785 763,098
Total Amount RS 5,898,091 4,313,828
Rate / Unit RS 6.53 5.65
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular
studies are conducted to analyse quantitative energy conservation
patterns and variances are rigorously scrutinized. The Company
regularly benchmarks its energy conservation levels and consistently
works towards improving efficiencies.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to ''897,853,788
(Previous Year ''690,486,703) and Foreign Exchange outgo during the year
was ''189,579,203 (Previous Year ''172,288,874).
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement. As required under the listing agreement, a separate
Report on Corporate Governance forms part of this Annual Report. The
certificate from statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance is annexed.
The Board of Directors support the basic principles of good corporate
governance. In addition to this, the Board lays strong emphasis on
transparency, accountability and integrity.
CORPORATE SOCIAL RESPONSIBILITY
The details of Corporate Social Responsibility (CSR) carried out by the
Company are appended in the Annexure to the Directors'' Report.
The particulars of the CSR committee constituted by the Company
pursuant to the provisions of Section 135 of the Companies Act, 2013
and the rules forming part of the same are included in the Corporate
Governance Report annexed and forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a management discussion and analysis report is appended to the Annual
Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which is a part of
this report.
SECRETARIAL AUDIT REPORT:
As a good Corporate Governance practice, the Board of Directors of the
Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing
Company Secretary, to conduct Secretarial Audit of the Company. The
Secretarial Audit report for the year ended on 31st March, 2014 is
provided in the Annual Report.
AUDITORS'' & AUDITORS'' REPORT:
The Statutory Auditors of the Company, M/s. Mayank Shah & Associates,
Chartered Accountants (Firm Registration Number - 106109W) retire at
the conclusion of the ensuing Annual General Meeting. The said
Statutory Auditors have confirmed their eligibility and willingness to
accept the office on re-appointment. The necessary resolution seeking
your approval for re-appointment of Statutory Auditors has been
incorporated in the Notice convening the Annual General Meeting.
The Board has duly reviewed the Statutory Auditors'' Report on the
Accounts. The observations and comments, if any, appearing in the
Auditors'' Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors.
APPRECIATION:
Yours Directors place on record their appreciation of the sincere and
devoted services, rendered by all employees of the company and the
continued support and confidence of the customers The Board expresses
special thanks to progressive farmers of Maharashtra who have worked
hard to achieve International Standards in the quality of their
produce. The Board also expresses its sincere thanks to Axis Bank Ltd.
and their officers, Agricultural and Processed Food Products Export
Development Authority (APEDA), Ministry of Food Processing Industry
(MFPI) and all other well wishers, for their timely support.
Date : 13.08.2014 By order of the Board
For Freshtrop Fruits Ltd
Registered Office
A-603, Shapath IV,
Opp. Karnavati Club, S G Road, Ashok V Motiani
Ahmedabad - 380 015 Chairman & Managing Director
(DIN: 00124470)
Mar 31, 2013
Dear Members,
The Board of Directors have pleasure in presenting 21st Annual Report
and the Audited financial Statement of the Company for the financial
year ended 31st March, 2013.
FINANCIAL RESULTS:
The working results of the Company for the period ended 31st March,
2013 are as follows:
Amount in Rs.
2012-13 2011-12
Total Income 935,028,676 618,775,514
Profit before Depreciation and Taxation 76,677,010 30,680,028
Less: Depreciation 23,731,319 23,109,919
Net Profit before Taxation 52,945,691 7,570,109
Less: Current Tax 9,806,700 660,000
MAT Credit Entitlement (9,806,700) (660,000)
Deferred Tax 17,540,433 2,178,734
Tax in respect of earlier years 32,171 -
Profit after taxation 35,373,087 5,391,375
Less: Proposed Dividends 11,945,000 -
Distribution Tax on Proposed Dividends 1,937,778 -
Add/Less : Balance of (Loss) of
Previous years 127,430,437 122,039,062
Balance of Profit/(Loss) carried to
Balance Sheet 148,920,746 127,430,437
OPERATIONS:
The year under report shows a growth in the total income from Rs. 619
million to Rs. 935 million an increase of 51%, while the profit after
tax has grown from Rs. 5.4 million to Rs. 35.37 million. The increase
in the Income has come from growth in both our business segments, fresh
fruits exports and processed food business. We feel both these segments
have a large potential and will continue to grow and contribute to the
profits of your company in the coming years.
FRESH FRUITS SEGMENT:
Demand for Indian grapes continues to grow in the EU markets. Our
exports of grapes to EU increased from 3,286MT in 2012 season to
3,851MT in 2013 season an increase of 17%. We have been working on
expanding this business in non EU markets, our exports to these markets
have increased from 532MT in 2012 to 1,476MT in 2013 an increase of
177%.
The domestic fresh fruit and vegetables distribution industry is yet to
move from unorganized wasteful system to organized well controlled and
hygienic distribution system. We would like to wait some more time
before moving into this business.
FOOD PROCESSING SEGMENT:
During the year under report our Income from this segment grew from Rs.
154.44 million in 2011-12 to Rs. 218.70 in 2012-13 a growth of 41.65%.
We expect to continue this growth rate for the coming few years.
The domestic industry is yet to change its preference in favour of
processed foods. Consumption of value added fruits and vegetables are
low compared to the primary processed foods, and fresh fruits and
vegetables. The inclination towards processed foods is presently
visible only in urban centers but it is bound to spread and increase
rapidly in the near future.
Growing urbanization, increasing disposable income, emergence of
organised food retail, changing lifestyles and food consumption
patterns are the key factors driving growth for processed foods in
India. These are post-liberalisation trends that have given an impetus
to the sector.
DIVIDEND:
Considering the performance during the year 2012-13, your Directors
have recommended a Dividend of Rs. 1/- per share (10 per cent) for the
year ended 31st March 2013. The dividend payout, if approved, will
result in outflow of Rs. 13,882,778 inclusive of Rs. 1,937,778 on
account of Dividend Distribution Tax.
EMPLOYEE STOCK OPTION SCHEME
Your Company values its employees and is committed to adopt the best HR
practices for rewarding them suitably.
A certificate from M/s. Mayank Shah & Associates, Statutory Auditors,
with respect to the implementation of the Company''s Employees Stock
Option Scheme, would be placed before the shareholders at the ensuing
Annual General Meeting and a copy of the same will also be available
for inspection at the registered office of the Company.
Further, the Board of Directors of your Company has vide resolution
dated August 13, 2013 approved formulation of a new Employee Stock
Option Scheme viz. "Freshtrop Fruits Limited Employee Stock Option
Scheme - 2013" ("ESOS-2013") in terms of the SEBI guidelines. The Board
has mandated the ESOS Compensation Committee to implement and
administer the ESOS-2013. Items seeking your approval for introduction
and implementation of ESOS-2013 and granting such number of Stock
Options exercisable into not more than 2,00,000 equity shares of Rs.
10/- each to permanent employees, including any Managing or Whole-time
Director(s) of your Company and its holding and / or subsidiary
companies are included in the Notice
DIRECTORS:
Mr. Dinesh Oza, who retires by rotation as Director of the Company but
being eligible offers himself for re- appointment.
AUDIT COMMITTEE:
The Audit Committee consisting of Independent Directors Mr. Ramchandra
G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A.
Motiani, satisfy the requirements of section 292A of the Companies Act,
1956 and Clause 49 of the Listing Agreement with the Stock Exchange.
INSURANCE:
The assets of the Company are adequately insured against the loss of
fire and other risks which are considered necessary by the management.
FIXED DEPOSIT:
The Company has not accepted any deposit under the provision of Section
58-A of the Companies Act, 1956 as applicable.
CERTIFICATION:
During the year under review, the Company has obtained the following
certifications pertaining to the Highest International Standard of Food
Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety
management system covering all organisation in the food chain from
"farm to fork".
2. SGF International E.V. - This certifies participation of the
Company in Voluntary Control System for safeguarding the perfect
quality of its products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is recognition that the
products are permissible in Islamic Law and we acquired this
certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the
salability of the product in the international supermarkets. There is
clear evidence that a kosher symbol boosts market share that a kosher
product can win more favorable shelf space, and that positioned next to
a competing non-kosher brand. Kosher is an therefore an important
investment our Company makes in order to increase market reach and
share.
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II)
Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara
(Unit III) Pack houses.
8. Global GAP
9. FSSAI
10. Business Social Compliance Initiative (BSCI)
FINANCE:
During the year under review, the Company has renewed its Working
Capital Facilities of Rs. 1500.00 Lacs for the peak season and Rs.
900.00 Lacs for off season from Axis Bank Limited for the Fresh Fruits
and Food Processing activities of the Company. During the year under
review, Axis bank has also sanctioned total fresh term loan of Rs.
487.50 Lacs out of which Rs. 75 lacs for up-gradation of Unit-1, Rs.
112.50 for expansion at Unit-4 and Rs. 300 lacs for working capital
requirement of the Company.
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular
studies are conducted to analyze quantitative energy conservation
patterns and variances are rigorously scrutinized. The Company
regularly benchmarks its energy conservation levels and consistently
works towards improving efficiencies.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earnings during the year amounts to Rs. 690,486,703
(Previous Year Rs. 456,875,079) and Foreign Exchange outgo during the
year was Rs. 172,288,874 (Pr. Yr. Rs. 112,700,089).
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement. As required under the listing agreement, a separate
Report on Corporate Governance forms part of this Annual Report. The
certificate from statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance is annexed.
The Board of Directors support the basic principles of good corporate
governance. In addition to this, the Board lays strong emphasis on
transparency, accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a management discussion and analysis report is appended to the Annual
Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which is a part of
this report.
SECRETARIAL AUDIT REPORT:
As a good Corporate Governance practice, the Board of Directors of the
Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing
Company Secretary, to conduct Secretarial Audit of the Company. The
Secretarial Audit report for the year ended on 31st March, 2013 is
provided in the Annual Report.
AUDITORS'' & AUDITORS'' REPORT:
M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received a confirmation from M/s. Mayank Shah &
Associates to the effect that their appointment, if made, would be
within the limits prescribed under Section 224(1B) of the Companies
Act, 1956.
APPRECIATION:
The Board places on record the appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board expresses special thanks to
progressive farmers of Maharashtra who have worked hard to achieve
International Standards in the quality of their produce. The Board also
expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of
Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their
officers, Agricultural and Processed Food Products Export Development
Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all
other well wishers, for their timely support.
Date : 13.08.2013
By order of the Board
Registered Office For Freshtrop Fruits Ltd
A-603, Shapath IV,
Opp. Karnavati Club, S G Road,
Ahmedabad - 380 015 Ashok V Motiani
Chairman & Managing Director
Mar 31, 2012
Dear Members,
The Board of Directors presents 20th Annual Report and the Audited
Statement of Accounts of the Company for the period ended 31st March,
2012.
FINANCIAL RESULTS:
The working results of the Company for the period ended 31st March,
2012 are as follows:
Amount in
2011-12 2010-11
Total Income 618,775,514 563,369,007
Profit before Depreciation
and Taxation 30,680,028 24,635,430
Less: Depreciation 23,109,919 22,792,573
Net Profit before Taxation 7,570,109 1,842,857
Less: Current Tax 660,000 269,000
MAT Credit Entitlement (660,000) (269,000)
Deferred Tax 2,178,734 731,085
Tax in respect of earlier years - 644,029
Profit after taxation 5,391,375 467,743
Add/Less: Balance of (Loss)
of Previous Years 122,039,062 98,195,606
Balance of Profit/(Loss)
carried to Balance Sheet 127,430,437 122,039,062
OPERATIONS:
The year under report shows a growth in the total income from Rs.563
million to Rs.619 million an increase of 9.83%, while the profit has
grown from a meagre Rs. 0.47 million to Rs.5.4 million. The increase in the
income has come mainly from the food processing business which we feel,
will now contribute significantly to the profits of the company in the
coming years.
FRESH FRUITS SEGMENT:
The German supermarkets after doing an extensive food safety analysis
have once again started buying Indian grapes. This is a big positive
for industry. This can be seen from the growth in exports of Indian
grapes to Europe from 1800 containers in 2011 season to 3200 containers
in 2012 season.
Europe has been in recession for the last few years but despite this
our exports to EU, except for a dip in 2011 due to CCC issue have shown
a steady increase from 224 containers in 2008 to 260 containers in
2012.
We have been working on expanding our business in non EU markets, our
exports to non EU markets have increased from 23 containers in 2011
season to 42 Containers in 2012. As a percentage of total exports, our
non EU business grew from 9% in 2011 to 14% in 2012. We expect this
would increase further in the coming years.
The demand for coloured grapes in the non EU markets has always been
quite good but now it is increasing in the EU market as well. This
would help us extend our grape export season, resulting in increasing
sales without making additional capital investment.
The domestic market for good quality product continues to grow very
fast. There is a very huge potential for growth in this market but we
have to wait for either the Indian supermarkets to organize their
supply chain in the fruit and vegetable segment or the FDI in
multi-brand retail being allowed to do business in our country.
Pomegranate availability has also increased and good quality fruit is
now available at competitive price. The demand for this product in non
EU markets is also very good and we expect this business to revive in
the coming years.
FOOD PROCESSING SEGMENT:
During the year under report our income from this segment grew from Rs.
104.02 million in 2010-11 to Rs. 154.44 million in 2011-12 a growth of
45.73%. We expect this to continue for another few years.
In food business it is important to have all quality certifications in
place before approaching processed food manufacturers for supplies. For
agricultural inputs where the availability of raw materials is seasonal
in nature, this process takes time. After all the quality control
certificates are in place most of the FMCGs conduct their own audits.
Freshtrop has now gone through all this, we are now approved suppliers
to some of the large beverages and processed food manufacturers in
India.
The fall of the Indian rupee against the US dollar has had a favourable
impact on ingredient suppliers to the processed food business. Domestic
supplies have become competitive and the food manufacturers have
started developing local vendors. We feel this would help us in
increasing our business from this segment.
DIVIDEND:
In view of the commitment of the Company towards running of the Food
Processing Plant established at Nasik, the Board of Directors are of
the view to conserve the resources and do not recommend dividend for
this year.
DIRECTORS:
Mr. Ramchandra G Joshi, who retires by rotation as Director of the
Company and being eligible offers himself for re-appointment at the
ensuing Annual General Meeting.
AUDIT COMMITTEE:
The Audit Committee consisting of Independent Directors Mr. Ramchandra
G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A.
Motiani, satisfy the requirements of section 292A of the Companies Act,
1956 and Clause 49 of the Listing Agreement with the Stock Exchange.
INSURANCE:
The assets of the Company are adequately insured against the loss of
fire and other risks which considered necessary by the management.
FIXED DEPOSIT:
The Company has not accepted any deposit under the provision of Section
58-A of the Companies Act, 1956 as applicable.
CERTIFICATION:
During the year under review, the Company has been through the
following certifications to the Highest International Standard of Food
Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety
management system covering all organisations in the food chain from
"farm to fork".
Z SGF International E.V. - This certifies participation of the Company
in Voluntary Control System for safeguarding the perfect quality of its
products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is a recognition that the
products are permissible in Islamic Law and we acquired this
certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the
saleability of the product in the international supermarkets. There is
a clear evidence that a kosher symbol boosts market share, that a
kosher product can win more favorable shelf space, and that positioned
next to a competing non-kosher brand. Kosher is an therefore an
important investment our Company makes in order to increase market
reach and share.
5. BRC certificate for Sa ng I i U n it.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara
(Unit III) Pack houses.
& GlobalGAP Certificate SHARE
FINANCE:
During the year under review, the Company enjoying its Working Capital
Facilities ofRs. 1500.00 Lacs for the peak season and Rs. 900.00 Lacs for
off season from Axis Bank Limited for the Fresh Fruits and Food
Processing activities of the Company. During the year under review,
Axis Bank Limited has also been sanctioned a Fresh short term loan of Rs.
200.00 Lacs for working capital requirement of the Company.
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production
are as under:
2011-2012 2010-2011
1. Electricity
a) Purchased
Unite KWH 1,791,469 1,437,899
Total amount Rs. 10,297,827 8,540,514
Rate / Unit 5.75 5.94
b) Own Generation through Diesel Generator Set
Units
Diesel
Quantity Ltrs 25,605 19,040
Total Amount 11,14,133 767,774
Rate / Unit 43.51 40.32
c) Coal and other Fuels
Unite_Kgs 848,955 728,870
Total Amount 4,961,327 3,683,371
Rate /Unit 5.84 5.05
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular
studies are conducted to analyze quantitative energy conservation
patterns and variances are rigorously scrutinized. The Company
regularly benchmarks its energy conservation levels and consistently
works towards improving efficiencies.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earning during the year amounts to Rs. 456,875,079
(Previous year Rs. 438,836,451) and Foreign Exchange outgoing during the
year amounts to Rs. 89,074,661 (Previous year. Rs. 89,805,592)
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement. As required under the listing agreement, a separate
Report on Corporate Governance forms part of this Annual Report. The
certificate from statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance is annexed.
The Board of Directors supports the basic principles of corporate
governance. In addition to this, the Board lays strong emphasis on
transparency, accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a management discussion and analysis report is appended to the Annual
Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which is a part of
this report.
SECRETARIAL AUDIT REPORT:
As a good Corporate Governance practice, the Board of Directors of the
Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing
Company Secretary, to conduct Secretarial Audit of the Company. The
Secretarial Audit report for the year ended on 31st March, 2012 is
provided in the Annual Report.
AUDITORS' & AUDITORS' REPORT:
M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received a confirmation from M/s. Mayank Shah &
Associates to the effect that their appointment, if made, would be
within the limits prescribed under Section 224(1B) of the Companies
Act, 1956.
APPRECIATION:
The Board places on record the appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board expresses special thanks to
progressive farmers of Maharashtra who have worked hard to achieve
International Standards in the quality of their produce. The Board also
expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of
Scotland N.V. (formerly known as ABN Amro Bank N.V.) and their
officers, Agricultural and Processed Food Products Export Development
Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all
other well wishers, for their timely support.
13th August, 2012 By order of the Board
Regd. Office : For Freshtrop Fruits Ltd.,
A-603,ShapathIV,
Opp. Karnavati Club, S G Road, Ashok V. Motiani
Ahmedabad - 380 015 Chairman & Managing Director
Mar 31, 2010
The Board of Directors presents 18th Annual Report and the Audited
Statement of Accounts of the Company for the period ended 31st March,
2010.
FINANCIAL RESULTS:
The working results of the Company for the period ended 31st March,
2010 are as follows
2009-2010(Rs) 2008-2009(Rs)
Total Income 518,101,007 392,619,911
Gross Profit before depreciation and
Taxation 52,407,321 15,223,468
Less : Depreciation 21,158,726 8,834,250
Net Profit before Taxation 31,248,595 6,389,218
Less : Provision for Current Taxation 5,309,000 554,054
Less : Deferred Taxation 9,536,549 1,524,590
Less : Provision for FBT - 210,000
Less : Wealth tax - 10,000
Less : MAT Credit entitlement (5,309,000) -
Profit after Taxation 21,712,046 4,090,574
Add : MAT Credit Entitlement of
previous year 2,402,485 -
Less : Prior Period & Extra Ordinary Items 738,818 80,820
Profit after Taxation and Prior Period
& Extra Ordinary Items 23,375,713 4,009,754
Add/(Less) : Balance of (Loss) of
Previous Years 98,195,606 94,185,852
Balance of Profit/(Loss) carried to
Balance Sheet 121,571,319 98,195,606
OPERATIONS:
FRESH FRUITS SEGMENT :
The year 2009-10 has shown appreciably improved results.
The year 2009-10 marks its significance as the Company crossed its
turnover of Rs 50.00 Crore first time in its history. This has been
possible with the addition of the food processing plant during the year
under review.
The total income from this segment increased from Rs 392.62 million to Rs
465.73 million, while the profit after tax recovered from just Rs 4.09
million to Rs 21.71 million.
The season started early. Coloured varieties were in good demand in the
earlier part of the season and this is expected to continue in the
future.
There was a massive earth quake in Chile very close to the grape
growing area which disrupted supplies from Chile. The earth quake had a
major impact on power distribution and road and sea transportation.
This had a positive impact on demand for Indian grapes. This euphoria
was short lived as it was followed by detection of a harmless agro
chemical Chlormequat chloride in Indian grapes in early April. This
agro chemical is a growth regulator, very low in toxicity and is
required for growing grapes in temperate climates like in India and
Australia.
The EFSA (European Food Safety Authority) opined that the grapes with
the presence of this chemical up to a maximum level of 1.06mg/kg were
absolutely safe for human consumption but the EU MRL (Maximum Residue
Level) allowed for this chemical was just 0.05mg/kg.
The Indian grape industry received full cooperation from the European
trade and their associations but some Super Markets decided not to
market Indian grapes and this had a terrible impact on the selling
price of Indian grapes. The result is seen in the first quarter results
of the Company for the year 2010-11.
The Company has initiated the process of setting up infrastructure for
collection, grading and sorting of fresh fruits and vegetables produced
in the western parts of India for distribution in the domestic market.
Imports of fresh produce to create round the year availability of
certain fruits in the domestic market is another activity being
seriously pursued by the Company.
FOOD PROCESSING SEGMENT:
The Company started commercial production at the food processing plant
on 28th April 2009. This is a very significant development from the
point of view of future earnings of the Company. During the year under
review total income from this segment stood at ? 52.37 million.
The capital investment until March 2010 in this plant is ? 333.38
millions. The Company will continue to invest in balancing machinery
and equipments to enhance production capacity and diversity of the
products that can be manufactured at this plant.
In the first year of operations the concentration was on getting all
the required certifications for exports to developed markets such as
USA and European Union. The Company now holds the following quality
certificates.
1. ISO 22000:2005
2. SGF International E.V.
3. Halal Certificate
4. Kosher Certificate
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II)
Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara
(Unit III) Pack houses
8. GlobalGAP Cetificate
The second step was to establish the quality parameters of all the
products being manufactured at the plant. The Company was also able to
achieve this during the year under report.
The availability of the raw material at the right price is critical to
the profitability of the food processing business. Proximity of the raw
material plays a very important part in identifying the food products
that could be processed. Tomato is available in abundance in and around
Nasik. The Company set up a small 5 metric ton per hour Tomato Paste
manufacturing plant during this year. Only trial production was
possible as the season ended before the plant could be commissioned. We
see a very good scope in this product.
The demand for good quality, hygienically processed food is ever
increasing. Nasik is the largest vegetable producing area in the
western part of India and is just 200 kms away from Mumbai. It is
centrally located for distribution to other parts of Maharashtra,
Gujarat and Madhya Pradesh. We will continue to identify and diversify
the food products being processed and manufactured at this plant.
The Company has received ? 75 Million (Seven Five Million Only) during
the year 2009-10 from Ministry of Food Processing Industry out of total
grant-in-aid of ? 100 million (? Hundred Million Only) approved as
financial assistance for setting up of integrated infrastructure of
Farm to Consumer linkage including collection centre, Mobile
pre-cooler, pre-cooling units, value addition and preservation
infrastructure at various location in Maharashtra and Gujarat.
DIVIDEND:
In view of the commitment of the Company towards running of the Food
Processing Plant established at Nasik, the Board of Directors are of
the view to conserve the resources and do not recommend dividend for
this year.
DIRECTORS:
Mr. Ramchandra G Joshi, who retires by rotation as Director of the
Company but being eligible offers himself for re-appointment Your
directors also propose to re-appoint Mrs. Nanita A Motiani as an
Executive Director for further period 5 year with effect from 1st
April,2010.
AUDIT COMMITTEE:
The Audit Committee consisting of Independent Directors Mr. Ramchandra
G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A.
Motiani, satisfy the requirements of section 292A of the Companies Act,
1956 and Clause 49 of the Listing Agreement with the Stock Exchange.
INSURANCE:
The assets of the Company are adequately insured against the loss of
fire and other risks which considered necessary by the management.
FIXED DEPOSIT:
The Company has not accepted any deposit under the provision of Section
58-A of the Companies Act, 1956 as applicable.
CERTIFICATION:
During the year under review, the Company has been through the
following certifications to the Highest International Standard of Food
Safety and Hygiene:
1. ISO 22000:2005 - This certifies the presence of highest food safety
management system covering all organisation in the food chain from Ã
farm to fork".
2. SGF International E.V.- This certifies participation of the Company
in Voluntary Control System for safeguarding the perfect quality of its
products and enhancing customer and consumer safety.
3. Halal Certificate - This certificate is a recognition that the
products are permissible in Islamic Law and we acquired this
certificate to export our products in Islamic Countries.
4. Kosher Certificate - This certificate helps in increasing the
saleability of the product in the international supermarkets. There is
a clear evidence that a kosher symbol boosts market share, that a
kosher product can win more favorable shelf space, and that positioned
next to a competing non-kosher brand. Kosher is an therefore an
important investment our Company makes in order to increase market
reach and share.
5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II)
Pack house.
6. FDA, USA to supply products in US Market.
7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara
(Unit III) Pack houses.
8. GlobalGAP Certificate
SHARE CAPITAL AND LISTING:
In accordance with the Shareholders Approval in the Extra Ordinary
General Meeting of the Company held on 15th May, 2009, the Company had,
in its meeting of Board of Directors held on 10th July, 2009, issued
and allotted 10,00,000 warrants on preferential basis, convertible into
equity shares of Rs 10/- each at a price of Rs 19.40 ( Face Value Rs 10/-
and Premium Rs 9.40) to the following allottes , in accordance with the
provisions of SEBI(ICDR)Regulations, 2009 and an amount of Rs
48,50,000/- constituting 25% i.e. 4.85 of the total amount payable was
received from them:
Sr
no Name of Allottees No of Warrants
1 Freshcap Investments Private Limited 500,000
(Formerly known as
Capital Packaging Private Limited)
2 Ashok V. Motiani 125,000
3 Nanita A. Motiani 125,000
4 Dipti A. Motiani 250,000
Total 1,000,000
During the financial year 2009-10 ,Out of 10, 00,000 warrants the
allotees have exercised their right to convert 5,00,000 warrants into
equity share of Rs 10/- each fully paid up at a premium of Rs9.40/- per
share on 29th January, 2010 and sum of Rs 72,75,000 was received on
account of balance amount on the said warrants. As per the terms of
preferential issue, the object was to utilize the fund towards working
capital requirement and to part finance
capital expenditure for CompanyÃs new Food Processing Plant at the
Nasik and the accumulated fund has been utilized towards day to day
working capital requirement of the Company. There are no monies lying
unutilised out of the proceeds of the preferential issue as on the
Balance Sheet date.
Subsequent to the preferential issue of shares, the CompanyÃs paid-up
share capital increased from Rs1004.50 Lacs to Rs 1054.50 Lacs and its
securities premium account increased to Rs 97.00 Lacs from Rs 50.00 Lacs.
The balance 5,00,00 Warrants are convertible into equity shares at the
agreed price of Rs 19.40/- per share on or before the expiry of 18
(eighteen) months from the date of allotment i.e. on or before 9th
January,2011.
The Equity Shares of your Company have been listed on Bombay Stock
Exchange Limited (BSE). The Listing fee for the year 2010-11 has
already been paid to BSE. The custodial fees payable to depositories
namely NSDL & CDSL has also been remitted by the Company.
FINANCE:
The Company continues to avail Working Capital Finance of Rs 865.00 Lacs
from Axis Bank Limited for the Fresh and Food Processing activities of
the Company. The Company has also been sanctioned a Fresh Term Loan of
Rs 300.00 Lacs by Axis Bank Limited for adding Tomato Processing
machinery at Food Processing Plant, Nasik.
During the year under review the Company continued to avail cash credit
facility from The Royal Bank of Scotland N.V. (formerly known as ABN
Amro Bank B.V.) for Food Processing Plant, Nasik.
PARTICULARS REGARDING EMPLOYEES:
Statutory statement of particulars of employees under section 217,
sub-section (2A) of the Companies Act, 1956 read with the Companies
[Particulars of Employees Rules] 1975, as amended as mentioned below
and forms an integral part of this Report.
Name Designation Age Qualification Total
(Yrs) Experience
(Yrs)
1 2 3 4 5
Ashok V. Managing 61 B. Tech 35
Motiani Director (IIT, Mumbai)
Mayank R. Sr. V.P., 39 B.Tech 11
Tandon Sales (MIT, Manipal)
& Marketing
Mrs. Priyanka V.P., 32 Bachelor of 10
M. Tandon Commercial Commerce,
Pune
University
Ms. Dipti A. V.P., 28 B.E.,CE, 7
Motiani Operations Nirma
University,
M.S. in
Electrical &
Computer
Engineering
from CMU, USA
Name Date of Last Remuneration
Joining Employment (in Rs)
6 7 8
Ashok V 30.09.1992 Nil 4,524,830
Mayank R. 01.11.2002 Director, 1,992,500
Agrofoyer
Solutions
Private
Limited
Mrs. Priyanka 01.04.2000 Nil 1,320,000
Ms. Dipti A. 27.01.2009 PDF 949,060
Solutions
Inc.,USA
Note: *The Company received approval of the Ministry of Corporate
Affairs, Government of India, on 28th April, 2010 for increasing the
remuneration of Ms. Dipti A Motiani of Rs 15,00,000/- per annum with
effect from 29.09.2009.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm the following:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
2. Your Directors have selected such accounting policies which are
reasonable and prudent and applied them consistently. They have made
judgments and estimates, so as to give a true and fair view of the
state of affairs of the Company for the financial year ended on 31st
March, 2010.
3. Your 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.
4. Your Directors have prepared the attached statements of accounts
for the year ended 31st March, 2010 on a going concern basis.
ENERGY CONSUMPTION:
Total energy consumption and energy consumption per unit of production
are as under :
2009-2010 2008-2009
1. Electricity
a) Purchased
Units Kwh 1,079,134 296,710
Total amount Rs 6,604,180 1,725,648
Rate / Unit Rs 6.12 5.82
b) Own Generation through Diesel Generator Set
Units
Diesel
Quantity Ltrs 35,700 21,997
Total Amount Rs 1,344,032 748,344
Average rate Rs 37.65 34.02
c) Coal and other Fuels
Units Kgs 182,690 -
Total Amount Rs 902,362 -
Rate/Unit Rs 4.94 -
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
The Company has a continuous focus on energy conservation. Regular
studies are conducted to analyze quantitative energy conservation
patterns and variances are rigorously scrutinized. The Company
regularly benchmarks its energy conservation levels and consistently
works towards improving efficiencies.
FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange earning during the year amounts to Rs 453,343,615 (Pr
Yr. Rs 375,395,387) and Foreign Exchange outgoing during the year
amounts to Rs 118,626,796 (Pr. Yr. Rs 92,335,419)
CORPORATE GOVERNANCE:
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement. As required under the listing agreement, a separate
Report on Corporate Governance forms part of this Annual Report. The
certificate from statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance is annexed.
The Board of Directors supports the basic principles of corporate
governance. In addition to this, the Board lays strong emphasis on
transparency, accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a management discussion and analysis report is appended to the Annual
Report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which is a part of
this report.
SECRETARIAL AUDIT REPORT:
As a good Corporate Governance practice, the Board of Directors of the
Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing
Company Secretary, to conduct Secretarial Audit of the Company. The
Secretarial Audit report for the year ended on 31st March, 2010 is
provided in the Annual Report.
AUDITORSÃ & AUDITORSÃ REPORT:
M/s. Mayank Shah & Associates, Chartered Accountants, retire at the
forthcoming Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Notes forming part of the accounts are self explanatory and therefore,
do not require any further comments.
APPRECIATION:
The Board places on record the appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board expresses special thanks to
progressive farmers of Maharashtra who have worked hard to achieve
International Standards in the quality of their produce. The Board also
expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of
Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their
officers, Agricultural and Processed Food Products Export Development
Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all
other well wishers, for their timely support.
Date : 18-08-2010 By order of the Board
Regd. Office : For Freshtrop Fruits Ltd.,
A-603, Shapath IV,
Opp. Karnavati Club, S G Road, Ashok V. Motiani
Ahmedabad - 380 015 Chairman & Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article