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Company Information

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Foods & Inns Ltd.

Sep 26, 09:36
146.00 -3.80 ( -2.54 %)
 
VOLUME : 10
Prev. Close 149.80
Open Price 146.00
TODAY'S LOW / HIGH
146.00
 
 
 
146.00
Bid PRICE (QTY.) 150.00 (25)
Offer PRICE (Qty.) 154.95 (50)
52 WK LOW / HIGH
89.00
 
 
 
217.45
Foods & Inns Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 239.72 Cr. P/BV 3.82 Book Value ( ₹ ) 38.25
52 Week High/Low ( ₹ ) 217/89 FV/ML 1/1 P/E(X) 51.74
Bookclosure 24/09/2018 TTM EPS ( ₹ ) 0.00 Div Yield (%) 0.21
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2016-03 

DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

We are pleased to present our report together with Management Discussion and Analysis for the year ended 31st March 2016.

1. FINANCIAL RESULTS

A snapshot of the financial performance for the year gone by and its comparison with previous year is given below:

Standalone

Consolidated

2015 - 2016

(Rs.)

2014 - 2015 (Rs.)

2015 - 2016

(Rs.)

2014 - 2015 (Rs.)

Revenue from operations

3,35,48,90,545

3,59,08,77,834

3,35,48,90,545

3,59,08,77,834

Profit/ (Loss) before tax

5,47,89,567

15,69,79,903

5,42,01,967

15,48,68,760

Provision for Taxation

1,51,00,000

3,50,00,000

1,51,00,000

3,50,00,000

Tax Adjustments of Earlier Years

NIL

(93,513)

NIL

(93,513)

Deferred tax

3,30,00,000

(44,19,891)

3,30,00,000

(44,19,891)

MAT Credit

NIL

(5,41,675)

NIL

(5,41,675)

MAT Credit (Reversal)

5,41,675

NIL

5,41,675

NIL

Profit after Tax

61,47,892

12,70,34,982

55,60,292

12,49,23,840

Prior period adjustments

NIL

NIL

NIL

NIL

Balance Brought Forward

12,41,99,992

4,14,20,330

12,41,79,010

4,22,23,588

Profit / (Loss) Available for Appropriation

13,03,47,884

16,84,55,312

13,02,29,734

16,84,34,330

Appropriations

Proposed Dividend

36,27,600

36,27,600

36,27,600

36,27,600

Tax on Dividend

8,49,404

6,27,720

8,49,404

6,27,720

Transfer to General Reserves

NIL

4,00,00,000

NIL

4,00,00,000

Balance carried to Balance Sheet

12,58,70,880

12,41,99,992

12,57,52,730

12,41,79,010

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31, 2016 the turnover of the Company is Rs.335.49 crores as compared to Rs..359.09 crores for the year ended on March 31, 2015. The Company made a profit before tax of Rs..5.48 crores during the year ended March 31, 2016 against the profit before tax of Rs..15.70 crores during the year ended on March 31, 2015.

As per the Consolidated Financials for year ended on March 31, 2016 the turnover of the Company is Rs.335.49 crores as compared to Rs.359.09 crores for the year ended on March 31, 2015. The Company made a profit before tax of Rs..5.42 crores during the year ended March 31, 2016 against the profit before tax of Rs..15.49 crores during the year ended on March 31, 2015.

The Company’s exports during the year was Rs..232.70 crores (Rs..229.40 crores) and domestic sale was Rs..96.08 crores (Rs..131.36 crores). This translates into a ratio of 69.36% to 28.64 % (63.59% to 36.41%) between exports and domestic sales.

The company has been able to maintain moderate growth in export sales for the year irrespective of overall de growth in exports from India, however due to lower off take in domestic market our overall sales is lower by 7% compared to previous year.

The spray drying operations at Chembur Factory were closed down from 30th December, 2015. The said operations are now being carried out at newly started spray drying unit at Nasik Factory from 01st January, 2016.

3. DIVIDEND

Your Board of Directors, in its meeting held on May 28, 2016, has recommended a Final Dividend of Rs.2.50 (i.e.25%) per equity share (last year Rs.2.50 per equity share) for the financial year ended March 31, 2016. The total outgo on dividend payment for the year ended 31 March 2016 is estimated to be Rs.43,66,107 including dividend distribution tax of Rs.7,38,507 as against Rs.42,55,320 including dividend distribution tax of Rs.6,27,720 for the year ended 31 March 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs.NIL to the general reserves out of the amount available for appropriation and an amount of Rs.12.59 crores is proposed to be retained in the profit and loss account.

5. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in the financial year 2014-15. The total amount of fixed deposits of Rs.0.84 crores are outstanding as on March 31, 2016 which will be repaid on or before the due date of its maturity. The Company, during the year, has not accepted any deposits from the public falling within the ambit of section 73 of the Act, and the Rules framed there under.

6. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs.1.45 crores. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any scheme.

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

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

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Overview of the Indian food processing industry:

The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year. In India, the food sector has emerged as a high-growth and high-profit sector due to its immense potential for value addition, particularly within the food processing industry.

The food industry, which is currently valued at US$ 39.71 billion is expected to grow at a Compounded Annual Growth Rate (CAGR) of 11 per cent to US$65.4 billion by 2018.

The Government of India has been instrumental in the growth and development of the food processing industry. The government through the Ministry of Food Processing Industries (MoFPI) is making all efforts to encourage investments in the business. It has approved proposals for joint ventures (JV), foreign collaborations, industrial licenses and 100 per cent export oriented units. The Indian food processing industry accounts for 32 per cent of the country’s total food market, one of the largest industries in India and is ranked fifth in terms of production, consumption, export and expected growth. The Company has participated in this growth and hope to take advantage of the future upsides in fruit processing.

(ii) Expansion plan and strategic outlook:

Over the last few years, the Company has laid significant emphasis on setting up a new plant in Western Part of India to help scale up our business. The company has initiated the process and targeting to commence phase wise production. First phase of production is planned to commence by May, 2017

Additionally the Company is also performing a cost benefit analysis of renewing our spray drying unit in Nashik. The company started off with this operation in the year 1971 and we like to stick to our roots since we see large upsides in fruit powder going forward....

Our strategic outlook remains bullish, with our unconditional focus on the building customer trust and professional yet very experienced management team the Company continues to focus on providing a quality product whilst assessing all new opportunities in the market as India partakes in the slow but steady growth curve.

(iii) Risk management:

Risk management is key to the Company’s strategy, it is not only used as a tool for risk mitigation but to also assist in finding opportunities for continuous development. The Company is constantly evolving whilst developing a well-documented risk management framework hence assisting in timely identification, assessment and mitigation of risks.

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

The Company has adopted a risk management policy in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board takes responsibility for the overall process of risk management in the organization.

Few key risks identified by the Company are as under:

a) Blockage of working capital due to characteristic nature of business cycle.

b) Limitation of plant utilization due to seasonal nature of business resulting in restricted processing of variety of fruits.

c) Global warming resulting in untimely rains affecting the quality, fruit availability and price.

iv) Internal control system and adequacy:

In order to ensure orderly and efficient conduct of business, the Company has planned to put more focused and necessary internal control systems in line with business requirements, scale of operations and geographical spread. These systems will largely include policies and procedures, IT systems, delegation of authority, segregation of duties and internal audit review framework.

In line with regulation the Company will continue to implement necessary internal financial controls and systems with regard to adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Additionally the company is building thorough Standard Operating Procedures (SOPs) for the overall operations of the Company.

(v) Cautionary Statement:

The statements made and figures given in the various sections of “Management Discussion and Analysis” are keeping in mind the company’s objectives, estimates and expectations. The actual results may differ from those expected depending upon the economic conditions, changes in Government regulations, tax regimes and other external and internal factors.

9. SUSTAINABILITY

Our strategic outlook puts immense focus on sustainability as an intrinsic part of the Company’s business model and is vital to its long term growth strategy. Whilst operating in the Indian agricultural space coupled with a plethora of western customers sustainability is manifested in our operating practices and systems to ensure we are geared towards conservation of resources and environment management to create value for all our stakeholders. Sustainability matters a regularly discussed at Board level. Few sustainability initiatives we have recently undertaken include:

a) Promoting Sustainable agricultural Farm Practices with our sourcing partners through implementation of various globally acclaimed certification programs

b) Rain water harvesting

c) Reduce carbon dioxide emissions

d) Optimizing efficient energy via solar panels

e) Utilization of processed waste and Conversion to energy

10. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly CSR is an integral part of the Company’s business and is even promoted at the Board level.

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

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

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

12. SUBSIDIARY COMPANIES

As on March 31, 2016, the Company has 1 direct subsidiary and 2 associates.

During the year, the Board of Directors reviews the affairs of the subsidiary. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary and associates in the prescribed Format AOC-1 is attached to financial statements.

13. CONSOLIDATED FINANCIAL STATEMENTS

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

14. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term.

Our Corporate governance report forms part of this Annual report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Mr. Divakar Gavaskar, Independent Director resigned from the Board of Directors of the Company with effect from November 18, 2015.The Board placed on record its appreciation for the contributions made by Mr. Divakar Gavaskar during the tenure of office.

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

Mr. Dadi B Engineer who was the Independent Director of the Company expired on May 30, 2016. Mr. Engineer played Key role in advisory capacity on various issues pertaining to the operations of Company. The Directors placed on record their profound grief on passing away of Mr. Engineer.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee designated Mr. Moloy Saha as Chief Executive Officer of the Company with effect from March 18, 2016.

16. DIRECTORS RESPONSIBILITY STATEMENT

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

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

- we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended March 31, 2016 and of the profit of the Company for that year.

- we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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

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

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

18. NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year, the details of which are given in the Corporate Governance report.

19. COMMITTEES OF THE BOARD

Currently, the Board has five committees, the audit committee, the nomination and remuneration committee, the stakeholder’s relationship committee, the corporate social responsibility committee and the risk management committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

20. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements

22. RELATED PARTY TRANSACTIONS

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

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

Details of related party transactions are given in the notes to the financial statement.

23. PARTICULARS OF EMPLOYEES

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

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

Sl.

No

Name of the director

Total (Rs. in lakhs)

Ratio (times)

A)

Median Employee Remuneration

2.17

B)

Non Executive Directors Remuneration

1.

Mr. Bhupendra Dalal

2.40

1.11

2.

Mr. Milan Dalal

1.90

0.88

3.

Mr. Dadi Engineer

0.75

0.35

4.

Mr. D.D. Trivedi

0.45

0.21

6.

Mr. V.K. Beswal

0.60

0.28

5.

Mr. Divakar Gavaskar (ceased on 18-11-2015)*

0.10

0.05

7

Mr. Raymond Simkins

---

---

8.

Mrs. Kamlini Maniar

0.35

0.16

C)

Executive Directors Remuneration

9

Mr. Utsav Dhupelia

94.03

43.33

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

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Chief Executive Officer: (2.03) %, Managing Director: 68.09% Company Secretary: NIL

iii. The percentage increase in the median remuneration of employees in the financial year: 21.30 %

iv. There were 264 permanent employees on the rolls of the Company as on March 31, 2016.

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

The profit after tax for the financial year ended March 31, 2016 decreased by 95.16 % whereas the increase in median remuneration was 21.30 %. The average increase in median remuneration was in line with the increase of salary in the industry.

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

Aggregate remuneration of key managerial personnel (KMP) in FY 16 (Rs. in Lakh)

145.22

Revenue (Rs.in Lakh)

33,548.90

Remuneration of KMPs( as % of revenue)

0.43

Profit before tax (PBT) (Rs.in Lakh)

547.90

Remuneration of KMP (as % of PBT)

26.50

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

Particulars

March 31, 2016

March 31, 2015

% change

No. of Equity Shares

1451040

1451040

0.00

Market price per share (BSE)

475.00

730.00

(34.93)

Market capitalization

68,92,44,000

105,92,59,200

(34.93)

Earnings per share

4.24

87.55

(95.16)

Price earnings ratio

112.03

8.34

1,243.29

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

The Average increase in the remuneration of all employees was 26.52% in F.Y. 2016. The average increase in remuneration of managerial personnel (i.e. managing director) was at 68.09% as per schedule V of the Companies Act, 2013

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

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

Name of the KMP

Mr. Utsav Dhupelia, MD

Mr. Moloy Saha, CEO (w.e.f.18-03-2016)

Remuneration in FY 16 (Rs.in Lakhs)

94.03

51.19

Revenue (Rs.in Lakhs)

33,548.90

Remuneration as % of revenue

0.28

0.15

Profit before tax (Rs.in Lakhs)

547.90

Remuneration (as % of PBT)

17.16

9.34

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

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

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NONE

xii. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

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

During the year, no significant or material orders were passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

25. EXTRACT OF ANNUAL RETURN

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

26. AUDITORS

26.1 Statutory Auditors

The Company’s Auditors Messrs B.S. Mehta & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the Forty Second Annual General Meeting of the Company held on 22-09-2014 till the conclusion of the Forty Fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. They have confirmed their eligibility under section 141 of the Act, and the rules framed there under for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

26.2.Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the rules framed there under, the Company has appointed Mr. J.Y. Gupte, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure IV to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the report issued by him for the financial year 2015-16 which call for any explanation from the Board of Directors.

27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

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

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to Rs.0.53 Lakhs for F.Y. 2007-08 was transferred to the IEPF on April 22, 2016. Further, the unclaimed dividend in respect of F.Y 2008-09 must be claimed by shareholders by February 28, 2017, failing which it will be transferred to the IEPF within a period of 30 days from the said date.

29. GREEN INITIATIVES

Electronic copies of the Annual Report 2015-16 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies are sent.

30. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

On behalf of the Board of Directors

Mumbai, July 28, 2016 Bhupendra Dalal

Chairman