NOTICE - DFM Foods Limited · 2017-07-12 · Annual Report 2016-17 1 Notice is hereby given that...

Annual Report 2016-17 1

Notice is hereby given that the 24th Annual General Meeting of the Members of DFM FOODS LIMITED will be held on Wednesday, the 9th day of August, 2017 at 10.00 A.M. at Air Force Auditorium, Subroto Park, New Delhi - 110010 to transact the following businesses:

Ordinary Business1. To receive, consider and adopt the Audited Financial

Statement of the Company for the financial year ended 31st March, 2017, together with the Reports of the Board of Directors and Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr. Rohan Jain (DIN 02644896), who retires by rotation and, being eligible, offers himself for re-appointment.

4. To ratify the appointment of Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting and to fix their remuneration and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, the Rules framed thereunder as amended from

time to time and as recommended by the Audit Committee and the Board of Directors, the Company hereby ratifies the appointment of M/s. Deloitte Haskins & Sells, (Regn. No. 015125N), Chartered Accountants as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty fifth Annual General Meeting at such remuneration as may be mutually agreed upon between the Auditors and the Board of Directors of the Company.”

By order of the Board For DFM Foods Limited

Place: New Delhi Raju Singh TomerDated: 25th May, 2017 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409

NOTICE

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 15.

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

4. The Register of Members and Share Transfer Books of the Company will remain closed from 22nd July, 2017 to 9th

August, 2017 both days inclusive.

5. The dividend on Equity Shares, if declared at the Meeting, will be credited / dispatched between 10th August, 2017 and 22nd August, 2017 to those members whose names shall appear on the Company’s Register of Members on 21st July, 2017; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

6. Members/ Proxies should bring the Attendance slip duly filled in for attending the meeting.

7. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom

dfm foods Limited2

they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address and NECS details immediately to the Company’s Registrar & Transfer Agent, M/s. MCS Share Transfer Agent Ltd., F-65, 1st Floor, Okhla Indl. Area, Phase – I, New Delhi – 110 020.

8. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrar and Transfer Agent cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members.

9. Shareholders are advised that those who have not encashed their dividend warrant(s) so far for the financial year ended 31st March, 2010 onwards may send their outdated dividend warrants for revalidation/ issue of demand draft in lieu thereof before the respective amounts become due for transfer to the “Investor Education and Protection Fund”.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or its Registrar & Transfer Agent M/s. MCS Share Transfer Agent Ltd.

11. The securities of the Company are listed on BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and National Stock Exchange of India Ltd., Plot C-1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 and the annual listing fees has been paid to both the stock exchanges for the financial year 2017-18.

12. At the ensuing Annual General Meeting, Mr. Rohan Jain retires by rotation and being eligible offers himself for reappointment The Information or details pertaining to reappointment of Director as required in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished in the Report on Corporate Governance published in this Annual Report.

The Director seeking re-appointment has furnished the requisite declaration for his re-appointment.

Mr. Rohan Jain, whose re-appointment is being considered, is the son of Mr. Mohit Jain, Managing Director of the Company.

13. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for

receiving all communication including Annual Report, Notices and Circulars etc. from the Company electronically.

14. Registers under Section 170 and 189 of the Companies Act, 2013 will be available for inspection at the AGM of the Company.

15. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Company is pleased to provide its members the facility of ‘remote e-voting’ (which means e-voting from a place other than venue of the General Meeting) to exercise their right to vote at the 24th Annual General Meeting (AGM). The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL).

The facility for voting, either through electronic voting system or through ballot/polling paper shall also be made available at the venue of the 24th AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the General Meeting but shall not be entitled to cast their vote again at the General Meeting.

The Company has appointed Mr. Pradeep Debnath (FCS- 6654) of M/s. Pradeep Debnath & Co., Practicing Company Secretaries as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Sunday, 6th August, 2017 at 10:00 A.M. and ends on Tuesday, 8th August, 2017 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 2nd August, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting at 5:00 P.M. on 8th August, 2017.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,


(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Memberswhohavenotupdated theirPANwith theCompany/DepositoryParticipant

are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• Incasethesequencenumber is lessthan8digitsentertheapplicablenumberof0’sbefore the number after the first two characters of the name in CAPITAL letters. eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• Ifboththedetailsarenotrecordedwiththedepositoryorcompanypleaseenterthemember

id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant DFM FOODS LTD on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on,

click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• AscannedcopyoftheRegistrationFormbearingthestamp and sign of the entity should be emailed to [email protected].

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

dfm foods Limited4

• After receiving the login details a ComplianceUser should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should beemailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerofAttorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

(xxii) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 2nd August, 2017 may follow the same instructions as mentioned above for e-Voting.

By order of the Board For DFM Foods Limited

Place: New Delhi Raju Singh TomerDated: 25th May, 2017 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409

Registered Office: 8377, Roshanara Road, Delhi - 110 007CIN: L15311DL1993PLC052624

ATTENDANCE SLIP

24th ANNUAL GENERAL MEETING - 9th August, 2017 AT 10.00 A.M.

Reg Folio No ............................

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the 24th ANNUAL GENERAL MEETING of the Company at Air Force Auditorium, Subroto Park, New

Delhi – 110010 on Wednesday, 9th August, 2017.

...............................................................

Member’s/ Proxy’s name in BLOCK Letters

Note: Please fill this attendance slip and hand it over at ENTRANCE OF THE HALL.

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

*Applicable for investors holding shares in electronic form

I/We, being the member(s) of ................................................... shares of the above named Company hereby appoint:

1) ____________________________________ of _________________________ having email ______________________ or failing him



and whose signature (s) are appended below as my / our proxy to attend and vote (on a poll) for me /us and on my/our behalf at the

24th Annual General Meeting of the Company, to be held on Wednesday, the 9th August, 2017 at 10.00 A.M. at Air Force Auditorium,

Subroto Park, New Delhi – 110010 and at any adjournment thereof in respect of such resolutions as are indicated below:

Name of the member(s) : Email Id :

Registered address: Folio No./*Client Id:

DP Id:

...........................................

Member’s/ Proxy’s Signature

Client ID No ..........................................

DP ID No ..........................................

Registered Office: 8377, Roshanara Road, Delhi - 110 007CIN: L15311DL1993PLC052624

PROXY FORM

ROUTE MAP TO VENUE FOR AGM

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Resolutions For Against

1. Adoption of Audited Financial Statement, Reports of the Board of Directors and Auditors.

2. Declaration of dividend on equity shares.

3. Re-appointment of Mr. Rohan Jain, who retires by rotation.

4. Ratification of appointment of Auditors and fixing their remuneration.

Signed this ……………………. day of …………………… 2017.

** I wish my above Proxy to vote in the manner as indicated in box below:

.................................Signature of member 1. .................................................... Signature of proxy holder(s)

2. .................................................... Signature of proxy holder(s)

3. .................................................... Signature of proxy holder(s)

Affix aRe.1/-

RevenueStamp

Notes:1. This form, in order to be effective, should be duly completed and deposited at the registered office of the Company,

not less than 48 hours before the commencement of the meeting.2. A proxy need not be a member of the Company.3. Appointing a proxy does not prevent a member from attending the meeting in person, if he so wishes.4. This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you

leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.**

CReAtiNG VALUe

ANNUAL RePORt2016-17

DFM Foods Limited is a pioneer in the Indian packaged snack foods business.

Established in 1983, our flagship brand CRAX was the first successful packaged snack food in India.

Product Portfolio 02

Financial Highlights 04

Five Year Analysis 05

Board of Directors 06

Chairman’s Letter 07

Corporate Overview

Independent Auditor’s Report

54

Financial Statements 60

Financial Statements

Management Discussion and Analysis

08

Directors’ Report 10

Report on Corporate Governance

38

Board and Management Reports

Board of DirectorsMohit Jain, Chairman & Managing Director

Rohan Jain, Dy. Managing Director

S. C. Nanda

Pradeep Dinodia

Mohit Satyanand

Sandeep Singhal

Hiroo Mirchandani

AuditorsDeloitte Haskins & SellsChartered Accountants

BankersPunjab & Sind BankKarnataka Bank Limited

Registered Office8377, Roshanara Road, Delhi 110 007CIN : L15311DL1993PLC052624Tel : +91-11-23826445Fax : +91-11-23822409Website : www.dfmfoods.com

Plant LocationsGhaziabadC-40, Site-III, Meerut Road Industrial Area,Ghaziabad (U.P.) -201 303

Greater NoidaPlot No. 49, 50, 53 & 54, Ecotech-I, Extn. Greater Noida (U.P.) - 201 306

Registrar & Transfer AgentMCS Share Transfer Agent LimitedF-65, 1st Floor, Okhla Industrial Area,Phase-I, New Delhi 110 020

Available in H5/- in a Chatpata Masala flavour.

Crunchy Wheat Puffs available in H2/- & H5/-.

dfm foods Limited2

Corporate Overview Board and Management Reports Financial Statements

Delicious Corn Rings in 6 lip-smacking flavours. Available in H5/- & H10/-.

Range of ethnic snacks including Dal, Bhujias, Mixtures & Nut Mixes, available in H5/- & H10/-.


Financial Highlights

Turnover (J in crore) Net Profit for the year (J in crore)

Market Capitalisation (J in crore) Earnings per Share (J)

0

50

100

150

200

300

250

350

400

291.40 267.13

228.06

391.16345.36

2015-16 2016-172012-13 2013-14 2014-15

0

250

500

1000

750

1250

1500

335.36308.29

160.17

1461.24

2015-16

1747.14

2016-172012-13 2013-14 2014-15

0

5

10

20

15

25

30

11.01

7.106.31

25.04

2015-16

15.87

2016-172012-13 2013-14 2014-15

0

5

10

20

15

25

30

11.01

7.106.31

25.04

2015-16

15.87

2016-172012-13 2013-14 2014-15

dfm foods Limited4


Five Year Analysis

(H in crore)

2012-13 2013-14 2014-15 2015-16 2016-17

INCOME

Sales and Other Income 228.06 267.13 291.4 391.16 345.36

Earnings Before Finance Cost, Depreciation and Tax Expense (EBIDT)#

23.84 26.52 32.87 48.74 34.71

As % of Sales & Other Income 10.45% 9.93% 11.28% 12.46% 10.05%

Depreciation & Amortisation Expense 4.38 8.22 5.91 6.57 7.29

Net Profit for the year 6.31 7.10 11.01 25.04 15.87

ASSETS EMPLOYED

Net Fixed Assets 97.36 91.12 88.24 112.52 178.61

Investments 0.02 0.02 0.02 - -

Net Current Assets (11.66) (9.35) (1.18) 5.95 (12.68)

Total 85.72 81.79 87.08 118.47 165.93

EQUITY FUNDS AND EARNINGS

Shareholders funds:

Equity Share Capital 10 10 10 10 10

Reserves and Surplus 23.55 27.73 35.73 54.84 70.76

Total 33.55 37.73 45.73 64.84 80.76

ROCE (Return on Capital Employed)* 27% 31% 38% 45% 23%

ROSF (Return of Shareholders Funds)** 20% 20% 26% 45% 22%

Debt Equity Ratio*** 1.27 0.86 0.61 0.64 0.94

Current Ratio**** 0.76 0.78 0.98 1.09 0.84

Per Equity Share of H10/-

Book Value (H) 33.55 37.73 45.73 64.84 80.76

Earnings (H) 6.31 7.10 11.01 25.04 15.87

Dividend (H) 2.50 2.50 2.50 5.00 5.00

Dividend Including DDT as % of Earnings 46% 41% 27% 24% 38%

Closing Market Price as on 31st March (H) 160.14 308.24 335.30 1461.00 1746.85

Market Capitalization as on 31st March 160.17 308.29 335.36 1461.24 1747.14

* EBITD/ Average Capital Employed( Total Assets- Current Liabilities )

** PAT/ Average Shareholders funds

*** Long term borrowings/ Shareholders funds

**** Current Assets / Current Liabilities# Excluding exceptional items


(From left to right) Mr. Sandeep Singhal, Ms. Hiroo Mirchandani, Mr. Mohit Jain, Mr. Mohit Satyanand, Mr. Rohan Jain, Mr. Pradeep Dinodia, Mr. S. C. Nanda

Board of Directors

dfm foods Limited6


Chairman’s Letter

Dear Shareholders,

The year gone by has been an extremely challenging one. After the strong growth experienced during 2015-16 the Company had to face a very difficult market environment during 2016-17.

As the year commenced, the demand for our products started to weaken unusually. Even after the normal seasonal uptick, the demand did not reach the levels of the previous year. This situation got further affected with the demonetization of the high currency notes in November. This disrupted the functioning of the markets severely and the effect seemed to have continued through the rest of the year. Consequently, the turnover and profits were affected adversely for the year.

Your Company continues to make efforts to develop its business on a sustainable basis. Some of these initiatives are as under:-

• Strengthening the management team on the sales anddistribution side.

• Increasingmarketpenetrationofdistribution.

• Expandingtonewergeographies.

• Adding10,000MTofcapacitywiththecompletionofthe2nd Brownfield expansion at the Greater Noida facilities.

• AcquisitionoflandnearPuneforafuturegreenfieldsite.

• Increasedfocusonthedevelopmentofnewproducts.

• LaunchingofCraxCurlsinFebruary.

I am hopeful that with the sustained efforts being made to develop our business and a demand revival during the year the business outlook should improve.

I would like to thank the entire management team for their ongoing efforts in developing the business.

I am also grateful to the Board of Directors for their unstinted support and guidance. I also thank all the stakeholders for their association with and trust in the organization.

With best wishes,

Sincerely,

Mohit JainChairman & Managing Director25th May, 2017


dfm foods Limited8


1. The core business of your Company is the manufacture and marketing of snack foods.

2. Economic Scenario Despite the implementation of the recommendations

of the 7th Pay Commission – which put more income in the hands of the consumer – and a good monsoon, the economy seemed to be gradually slowing down during the course of the year.

The demonetization in November also severely disrupted the functioning of the markets, the effect of which seems to have lasted through the rest of the financial year.

It is hoped that the economy would revive during the current year.

3. Industry structure and its development The snack food industry consists of two principal segments

– the traditional ethnic snacks which have been around for generations and the “modern” snacks which have emerged over the last couple of decades.

The traditional ethnic snacks segment consists largely of the unorganized sector alongwith few organized players. Of late there has been a shift in this market from the unorganized to the organized sector.

The modern snacks segment consists largely of organized players who employ automated production systems, mass marketing and organized sales and distribution systems

across various geographical markets. The products manufactured by this segment have been well accepted by the market resulting in its rapid growth.

Barring a few, most players in this segment have only a regional presence and the more successful are continuously attempting to expand their national footprint.

The level of competition in the modern snack segment is gradually increasing.

Your Company operates in both the market segments. However the modern segment constitutes the bulk of the business.

4. Financial Review During the year the Company recorded sales of H 344.89

crores as compared to H 389.51 crores in the previous year.

Margins were maintained and raw material prices remained stable.

The EBITDA margins, and Profit After Tax fell primarily on account of the decline in turnover.

The dividend proposed for the year was maintained at H 5/- per share, amounting to H 6.02 crores. This includes the dividend distribution tax.

The Company raised H 56 crores as a fresh term loan for financing the second brownfield project at Greater Noida.

MANAGEMENT DISCUSSION & ANALYSIS

(H in Lakhs)

2016-17 2015-16Sales 34489 38951Other Income 47 165Cost of materials 20880 23834

Employees benefits expenses 3495 3331Other Expenses 6738 7107EBITDA 3471 4874Finance Costs 628 567Depreciation 729 657Exceptional item - -PBT 2114 3650Tax 527 1146PAT 1587 2504Diluted EPS (H) 15.86 25.03As % of SaleCost of materials 60.5% 61.1%Employees 10.1% 8.6%Other expenses 19.5% 18.3%EBITDA 10.1% 12.5%PBT 6.1% 9.4%PAT 4.6% 6.4%


5. Business Developments The major developments during the year were as under:-

• Continuation of focused gift promotions for themarketing of corn rings.

• Strengtheningthesalesanddistributionteam.

• Takinginitiativestotrainanddevelopthesalesteams.

• Increasing retail penetration and geographicalexpansion of markets.

• Increasingfocusonnewproductdevelopment.

• LaunchofCraxCurlsinFebruary2017.

• Commissioning of the 2nd Brownfield expansion of 10,000 MT per annum thereby increasing the capacity to 26,500 MT per annum.

The major work areas for the current year are:-

• Toincreasetheproductivecapacityofthesalesteamthrough training, counseling and motivation.

• Tocontinuetostrengthenthedistributionfootprint.

• TopromoteanddevelopthesalesofCraxCurls.

• Tocontinuetoaggressivelyworkonthedevelopmentof new products.

6. Opportunities & Threats The continued growth of the economy, increasing

disposable income, rapid urbanization and rising aspiration offers an immense opportunity for the healthy growth of the business.

In order to capture this growth efforts are being made through innovation in marketing, expanding the distribution footprint and working on new product development.

Some of the threats faced by the business are uncertain economic conditions and uncertainty in the price of raw materials.

7. Risks and concern Risk relates to uncertainty about events and the possible

outcomes that could have a material impact on performance and future prospects of the Company. At DFM Foods, we have well-defined and integrated risk management policies that include a clear understanding of risk, evaluation of its impact on the business and taking appropriate actions to counter them. Senior management centrally devises the risk management approach, which is prudently cascaded down to managers at various organizational levels, helping the Company mitigate risks early on.

8. Outlook The continued efforts to develop the business should

stand it in good stead. However the economic conditions prevailing within the country have a significant role to play in the actual performance.

9. Internal controls and their adequacy The Company has proper and adequate internal control

systems to ensure that all the assets are safeguarded and that all transactions are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to ensure that the responsibilities are executed effectively and that the systems are adequate. Management continuously reviews the internal control systems and procedures to ensure the efficient conduct of business. The Audit Committee of the Board oversees the internal controls within the organization.

10. Human Resources Our employees form the backbone of our organization.

Your company takes pride in the commitment, competence and dedication shown by its employees in all areas of operation. Industrial relations have remained harmonious throughout the year.

Your company endeavors to follow best HR practices across all areas. These cover recruitment, induction, development and training, and appraisal systems which are tied in with defined key result areas.

The employee strength rose from 491 in the previous year to 524 as on 31st March, 2017.

dfm foods Limited10


DIRECTORS’ REPORTDear Shareholders,

Your Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2017.

Financial ResultsThe financial results as compared to the previous year are as under:-

(H in Lakhs)

Year ended 31st March, 2017


Revenue from operations 34,489 38,951

Profit before interest, financial expenses and depreciation 3,471 4,874

Interest & financial expenses 628 567

Depreciation and amortization 729 657

Profit before exceptional items and tax 2,114 3,650

Exceptional items - -

Profit before tax 2,114 3,650

Tax expense 527 1,146

Net profit for the year 1,587 2,504

Dividend Distribution Policy & DividendDuring the year, the Board has adopted a Dividend Distribution Policy. This policy is attached as Annexure – 1 and can also be accessed on the Company’s website at http://www.dfmfoods.com/download/corporate/dividend-distribution-policy.pdf.

Your Directors have recommended the payment of dividend of H 5/- per equity share of H 10/- each for the financial year ended 31st March, 2017 amounting to H 6.02 crores inclusive of dividend distribution tax of H 1.02 crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members, whose names would appear on the Register of Members as on 21st July, 2017.

Transfer to ReservesDuring the year under review, no amount is proposed to be transferred to General Reserves.

Operational Review and the State of Company’s AffairsThe details on operational review and the state of Company’s affairs are provided in the Management’s Discussion and Analysis Report forming part of this Annual Report.

Corporate GovernanceThe Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the auditors of the Company confirming compliance is attached to the Report on Corporate Governance.

Business Responsibility ReportBusiness Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure – 2.

Directors and Key Managerial PersonnelDirectorsMr. Rohan Jain retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. His brief resume and other details are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under theCompaniesAct,2013andtheSEBI(ListingObligationsandDisclosure Requirements) Regulations, 2015.

Policy on Directors appointment and Policy on RemunerationThe policy on appointment of Board members, including criteria for determining qualifications, positive attributes and independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure – 3.

The details of familiarization programmes to Independent Directors with the Company are put up on the website of the Company at the weblink http://www.dfmfoods.com/download/corporate/familiarization-programme-for-Independent-Directors.pdf.


Performance Evaluation of the Board, its Committees and Individual DirectorsThe Company has devised a formal process for the annual evaluation of the performance of its Board, its Committees and Individual Directors including Independent Directors.

A structured questionnaire covering various aspects of the functioning of the Board and its Committees as well as for evaluating the individual Directors performance is in place.

Further, the Independent Directors had also met separately and evaluated the performance of the Non-Independent Directors, Board and the performance of the Chairman of the Company.

The NRC Committee too has carried out an evaluation of every Directors performance.

Particulars of Remuneration of Directors / KMP / EmployeesThere has been no change in the Key Managerial Personnel of the Company during the year.

The particulars of remuneration under Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – 3A and Annexure – 3B.

Employees Stock Option SchemeOut of the 1,00,000 options granted, 20,000 options were vested to 1 employee during the year.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

During the year, there has been no change in the DFM Foods Employees Stock Option Plan – 2014 of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2017 with regard to the DFM Foods Employee Stock Option Plan – 2014 of the Company are available on the website of the Company at www.dfmfoods.com and web link for the same is http://www.dfmfoods.com/download/corporate/ESOP.pdf.

Meetings of the BoardFour Board meetings were held during the year. For further details please refer to the Report on Corporate Governance which forms part of this Annual Report.

Directors Responsibility StatementYour Directors state:a) That in the preparation of the annual accounts for the

year ended 31st March, 2017 the applicable accounting standards have been followed and there are no material departures from the same;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

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

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

Auditors and Auditors’ ReportStatutory AuditorM/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants had been appointed as statutory auditors of the Company for a period of 4 consecutive years from the conclusion of the Annual General Meeting held on 31st July, 2014, subject to ratification of their reappointment at every Annual General Meeting.

The Auditors’ Report on the financial statement of the Company for the year forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer by the Auditors in their Audit Report.

Secretarial AuditorThe Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report is annexed as Annexure – 4. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Financial Control System The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically and no reportable material weaknesses in the design or operation were observed during the year.

dfm foods Limited12


Risk ManagementYour Directors continually evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

Subsidiaries, Joint Ventures and Associate CompaniesThe Company does not have any subsidiary, Joint Ventures or Associate Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure – 5 to this Report.

Corporate Social Responsibility (CSR)The Company has adopted a CSR Policy which can be accessed at the following web link http://www.dfmfoods.com/download/corporate/CSR-Policy.pdf.

The Company has spent above 2% of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities attached as Annexure – 6.

Change in Capital Structure and Listing of SharesThere has been no change in the capital structure of the Company.

The Company’s shares were listed on the National Stock Exchange of India Ltd. (NSE) during theyear and admitted for trading with effect from 29th December, 2016. The Company’s shares are also listed on theBSELtd.

Extract of Annual ReturnThe extract of Annual Return of the Company is provided in Annexure – 7 to this Report.

Particulars of loans and guarantees given, securities provided and investments madeThe Company has neither given any loans or guarantees nor provided any securities covered under the provisions of Section 186 of the Companies Act, 2013.

Loan from Director During the year under review, the Company had borrowed a loan from a Director which was repaid during the year.

Your Directors draw attention of the members to Note 36 to the financial statements which sets out the detail of the aforesaid loan.

Contracts and Agreements with Related PartiesAll contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the normal course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Prior omnibus approval is obtained

for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit Committee for review and approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link http://www.dfmfoods.com/download/corporate/policy-on-related-party-transactions-and-materiality-of-related-party-transactions.pdf.

Your Directors draw attention of the members to Note 32 to the financial statements which sets out related party disclosures.

DisclosuresAudit CommitteeThe Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand, Mr. Sarat Chandra Nanda and Ms. Hiroo Mirchandani as members.

Public DepositsDuring the year under review, your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

Vigil MechanismThe Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee.

Sexual Harassment Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

AcknowledgementYour Directors would like to place on record their sincere gratitude for the assistance and cooperation received from all the banks. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

Place: New Delhi Mohit JainDate: 25th May, 2017 Chairman


ANNEXURE - 1 TO DIRECTORS’ REPORT

1. Preamble TheBoardofDirectorsofDFMFoodsLtdhasadoptedthe

Dividend Distribution Policy of the Company in compliance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015.

2. Objective The purpose of the Policy is to endeavor to strike a balance

between the quantum of dividend distributed/declared and amount of profits retained in the business for various purposes.

3. Parameters The dividend distribution policy includes the following

parameters as mentioned below:-

a. Circumstances under which the shareholders may or may not expect dividend

The Board of Directors shall consider the factors provided in this Policy before determination of dividend payout.

The shareholders may not expect a dividend in the case of losses or inadequate profits.

b. Parameters / factors to be considered while declaring dividend

The Board shall consider the following factors in deciding the declaration of dividend:-

i) The profits for the year

ii) The debt servicing requirements and liquidity ratios

iii) The dividend payouts of the past

iv) Planned capital expenditure program

v) Working capital requirements

vi) Regulatory framework including tax regulations

c. Utilisation of retained earnings The retained earnings will be utilized for the following:-

- Capital expenditure

- Debt servicing

- Improving the financial liquidity

d. Parameters adopted for declaration of dividend with regard to various classes of shares

At present, the issued and paid-up share capital of the Company comprises of only Equity Shares.

As and when the Company issues other kind of shares, the Board and/or any Committee(s) may suitably amend this Policy.

4. Review of the policy This policy shall be subject to review by the Board as may be

deemed necessary and in accordance with any regulatory amendments.

5. Dissemination of policy This Policy shall be hosted on the Company’s website:

www.dfmfoods.com.

Dividend Distribution Policy

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Business Responsibility Report[AsperRegulation34(2)(f)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015]

INTRODUCTIONSection A: General Information about the Company

Section B: Financial Details of the Company

Section C: Other Details1. Does the Company have any Subsidiary Company/Companies?

The Company does not have any subsidiary or joint venture companies.

2. Do the subsidiary Company/Companies participate in Business Responsibility (BR) initiatives of the parent company? If yes, then indicate number of such subsidiary Company(s)?

Not applicable.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company?

The Company does not mandate its suppliers/distributors to participate in the Company’s BR initiatives. However, they are encouraged to adopt such practices and follow the concept of being a responsible business.

1. Corporate Identity Number (CIN) of the Company L15311DL1993PLC052624

2. Name of the Company DFMFoodsLimited

3. Registered Address 8377, Roshanara Road, Delhi-110007

4. Website www.dfmfoods.com

5. E-mail id [email protected] and [email protected]

6. Financial Year Reported 1st April, 2016 to 31st March, 2017

7. Sector(s) that the Company is engaged in (Industrial activity Code wise)

NIC Code 1079

Product Description Extruded snack foods & Namkeen

8. ListthreekeyproductsthattheCompanyManufactures(asinbalance sheet)

Extruded snack foods & Namkeen

9. Total Number of locations where business activity is undertaken by the Company:a. Number of International Locations (provide details of

major 5)Nil

b. NumberofNationalLocations 2ManufacturingLocationsinUttarPradesh,HeadOfficeat Delhi, Zonal Offices at Mumbai, Kolkata and Hyderabad.

10. Markets served by the Company – Local/State/National/International

All India (National)

i. Paid-up capital (INR) H1,000Lakhs

ii. Total Turnover (INR) H34,430Lakhs

iii. Total Profit after taxes (INR) H1,587Lakhs

iv. Total spending on Corporate Social Responsibility (CSR) expenditure have been incurred

H43Lakhs

v. ListofActivitiesinwhichexpenditurein4abovehasbeenincurred:-

a. Rural development b. Education


4. If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

Not applicable

Section D: BR Information

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Directors responsible for implementation of the BR policy/policies:

The Corporate Social Responsibility (CSR) Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows:

1. DIN Number : 00079452 Name : Mr. Mohit Jain Designation : Chairman

2. DIN Number : 00827193 Name : Mr. S.C.Nanda Designation : Independent Director

3. DIN Number : 00826799 Name : Mr. Mohit Satyanand Designation : Independent Director

(b) Details of the BR head

No. Particulars Details

1 DIN Number (if applicable) 00079452

2 Name Mr. Mohit Jain

3 Designation Chairman & Managing Director

4 Telephone number +91-11-23824230

5 e-mail id [email protected]

2. Principle-wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines (NVGs) on Social, Enviornmental and Economic Responsibilities of Business released by the

Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows:

P1 Business should conduct and govern themselves with ethics, Transparency and Accountability

P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

P3 Businesses should promote the wellbeing of all employees

P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

P5 Businesses should respect and promote human rights

P6 Business should respect, protect, and make efforts to restore the environment

P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

P8 Businesses should support inclusive growth and equitable development

P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner

dfm foods Limited16


Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1 Do you have a policy/policies for… Y Y Y Y Y Y Y Y Y

2 Has the policy being formulated in consultation with the relevant stakeholders?

All the relevant policies have been formulated in consultation with the Management of the Company and is approved by the Board

3 Does the policy conform to any national/ international standards?

All the relevant policies are compliant with respective principles of NVG guidelines

4 Has the policy being approved by the Board?If yes, has it been signed by MD/Owner/CEO/ Appropriate Board Director?

All the relevant policies have been approved by the Board and have been signed by the Managing Director

5 Does the Company have a specified committee of the Board/Director/Official to oversee the implementation of the policy?

Y Y Y Y Y Y Y Y Y

6 Indicate the link for the policy to be viewed online? The relevant policies are available at www.dfmfoods.com

7 Has the policy been formally communicated to all relevant internal and external stakeholders?

The policies have been formally communicated to internal stakeholders. The Company will explore formal channels to communicate with external stakeholders.

8 Does the Company have in-house structure to implement the policy/policies?

Y Y Y Y Y Y Y Y Y

9 Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/ policies?

Y Y Y Y Y Y Y Y Y

10 Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

The BR policy is evaluated internally.

11 If answer to the question at serial number 1 against any principle is ‘No’ please explain why (Tick upto 2 options)

Not Applicable

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.

Annual

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

Yes, the BRR report for FY17 is part of the Annual Report, which is available on the website of the Company www.dfmfoods.com.


Section E: Principle-wise Performance

Principle 1: Ethics, Transparency and Accountability

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

The Code of Conduct of the Company includes its policy on ethics, bribery and corruption and covers the Board Members and Senior Management Team of the Company.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

During the reporting year 2016-17, the Company received 6 shareholder concerns, all of which have been resolved.

Principle 2: Product Life Cycle Sustainability

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

The Company has a legacy to provide goods and services that are safe and contribute to sustainability throughout their life cycle. The Company has a range of popularly accepted products by target customers which provide taste with hygiene at an affordable cost. These include the following among others:

(a) Crax Corn Rings

(b) Nathkhat

(c) Namkeens

(d) CRAX Curls

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? and (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

The Company follows a series of Environmental Performance Indicators to monitor its efforts for sustainable use of natural resources in manufacturing. The Company is committed to conservation and optimal utilisation of all resources, reducing waste to zero and full recovery of unavoidable by-products.

The Company monitors and manages total annual water and energy performance vis-à-vis total annual production.

3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

The Company chooses its suppliers through strictly laid out internal procedures and engages with them according to the non-negotiable minimum standards.

It helps secure your Company’s supplies, reduces risk and volatility in its whole of the raw material supply chain.

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company works with local suppliers to ensure sustainable production in the long-term.

The Company strives to work to create sustainable local sourcing. The objectives include less reliance on imports, supporting sustainable quality and creating a wider, more flexible supply base. The Company also works on developing local vendors through technical assistance to meet the desired quality/ regulatory norms.

5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so.

Your Company implemented innovative ways of reducing the resources used for the products’ packaging. The focus was on using lighter, stronger and better materials that have a lower environmental impact.

dfm foods Limited18


Principle 3: Employee Well-Being

No. Particulars Details

1 Please indicate the Total number of employees 524

2 Please indicate the Total number of employees hired on temporary/contractual/casual basis

Contractual- 4

3 Please indicate the Number of permanent women employees

Female-11

4 Please indicate the Number of permanent employees with disabilities

None of the permanent employees are differently abled

5 Do you have an employee association that is recognised by management

No

6 What percentages of your permanent employees are members of this recognised employee association?

NA

7 Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

There were neither any complaint relating to child labour, forced labour, involuntary labour, sexual harassment nor any pending as on end of the financial year.

8 What percentage of your under mentioned employees were given safety and skill upgradation training in the last year?

a. Permanent Employees 100%

b. Permanent Women Employees 100%

c. Casual/Temporary/Contractual Employees 100%

d. Employees with Disabilities Not Applicable

During the year 2016-17 safety training were given to all employees of the Company including permanent and contractual employees.

Principle 4: Stakeholder Engagement

1. Has the Company mapped its internal and external stakeholders?

Yes, as a result of regular and extensive stakeholder engagement over last two decades, the Company’s business operations have evolved, balancing business priorities and responsibility towards economic, environmental and social sustainability. The Company builds trust though productive relationships, fosters working partnerships and considers stakeholders both internal and external as integral to its business.

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes.

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

Engagement leads to exchange of ideas, redressal of concerns and convergence of interests, leading to reinforced trust, long-term association.

Our comprehensive engagement mechanism enables a proactive dialogue with our internal as well as external stakeholders. We solicit stakeholder expectations and accordingly streamline our policies, processes and products with a view to address the same.


Principle 5: Human Rights

1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Policy covers the Company and all vendors, contractors and associates.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

During the year 2016-17, the Company did not receive any complaint with regard to human rights.

Principle 6: Environment

1. Does the policy related to Principle 6 cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others.

The Policy covers the Company and all its vendors, contractors and associates.

2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming,etc? Y/N. If yes, please give hyperlink for webpage etc.

Yes. However, the same is yet to be documented.

3. Does the Company identify and assess potential environmental risks?

Yes.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

The Company has ETP plants at its manufacturing locations. Further, it files environment compliance reports as per Pollution Control Board requirements.

5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

Yes. However, the same is yet to be documented.

6. Are the Emissions/Waste generated by the Company within the permissible limits given by Central Pollution Control Board and State Pollution Control Board (CPCB/SPCB) for the financial year being reported?

Yes.

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

During 2016-17, the Company has not received any show cause/ legal notices from CPCB/SPCB.

Principle 7: Policy Advocacy

1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

All India Manufacturers Association.

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No;

dfm foods Limited20


if yes, specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others):

Yes. The Company engages with government, regulatory authorities and relevant public bodies for the development of public policies in keeping with the Company’s work in Society, Sustainability and Compliance commitments. These include Food Regulations, Environment and Plastic Packaging amongst others.

Principle 8: Inclusive Growth

1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes,details thereof.

Yes. The Company works in the areas of rural development initiatives and promoting education. These are detailed in Annexure - 6 to the Board’s Report.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization?

Projects are undertaken through in-house expert teams and in partnership with like-minded partner organisations that share our ambition towards creating inclusive growth.

3. Have you done any impact assessment of your initiative?

Yes.

4. What is your Company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

ThesearedetailedinANNEXURE–6totheBoard’sReport.

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

ThesearedetailedinANNEXURE–6totheBoard’sReport.

Principle 9: Customer/ Consumer Value

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?

As on the end of 2017, the Company has no pending consumer complaints.

2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/ No/N.A. /Remarks(additional information)

Yes, over and above compliance with applicable product packaging and labelling requirements including declaration of appropriate method of preparation of products for safe and proper consumption. The Company also aims to provide consumers with nutrition information through the declaration on the product packs.

3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/ or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

No case has been filed against the Company during the last five years.

4. Did your Company carry out any consumer survey/ consumer satisfaction trends?

The Company carries out consumer surveys to understand consumer feedback, product satisfaction and preference on a continuous basis.


Introduction

DFM Foods believes that the Board should be able to effectively develop a long term vision for the Company, provide guidance in effectively implementing its policies and managing operations efficiently and ensuring the compliance of all prevailing laws.

Further the Board constitution should ensure that its members have diversified expertise and experience so that the Board is able to discharge its duties and responsibilities effectively.

Policy for selection of Directors

In evaluating the suitability of individual Board members, the Nomination & Remuneration Committee (NRC) may take into account factors, such as:

• Educationalandprofessionalbackground;

• General understanding of the Company’s businessdynamics;

• Standingintheprofession;

• Personalandprofessionalethics,integrityandvalues;and

• Willingnesstodevotesufficienttimeandenergyincarryingout their duties and responsibilities effectively.

Criteria of Independence• TheNRCshallassesstheindependenceofDirectorsatthe

time of appointment / re-appointment. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director;

• IndependentDirectorshallalsofulfillthecriteriaprescribedunder Section 149 read with Schedule IV of the Companies Act, 2013 and under Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015; and

• The Independent Directors shall abide by the “Code forIndependent Directors” as specified in Schedule IV to the Companies Act, 2013.

Remuneration Policy

Introduction

DFM Foods has developed its remuneration policy for Directors,

Key Managerial Personnel and other employees on the following principles:-

a) The remuneration should be at levels where it should be possible to attract, retain and motivate all personnel.

b) The remuneration consists of both fixed and variable pay which is linked to the business objectives of the Company.

c) Ensuring that the relationship between remuneration and performance is clear and measurable to the extent possible.

Remuneration to Non-Executive Directors

The remuneration to Non-Executive Directors is paid only in the form of sitting fees.

The Nomination and Remuneration Committee recommends the sitting fees to be paid for both the Board and Committee(s) thereof after considering the provisions of the Companies Act, 2013 and prevailing corporate practices. Thereafter the Board approves the same.

Remuneration to Executive Directors and Key Managerial Personnel

The Board, on the recommendation of the Nomination and Remuneration Committee, reviews and approves the remuneration payable to the Executive Directors and Key Managerial Personnel.

The Board and NRC considers the provisions of the Companies Act, 2013, the limits approved by the shareholders and the individual and corporate performance in recommending and approving the remuneration to the Executive Directors and Key Managerial Personnel.

Remuneration to other employees

Employees are assigned employment grades according to their qualifications, experience, competencies, role and responsibility in the organization.

Individual remuneration is determined within the grade and based on various factors such as job, profile, skill set, seniority, experience and prevailing remuneration levels for equivalent jobs.


Policy for Selection of Directors and determining Directors independence and remuneration policy for Directors / Key Managerial Personnel and other Employees

dfm foods Limited22


ANNEXURE - 3A TO DIRECTORS’ REPORT

Details Pertaining to Remuneration as Required Under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 are as under:

(ii) The median remuneration of employees of the Company during the financial year was H 2.46 lakhs;

(iii) In the financial year, there was an increase of 15.53% in the median remuneration of employees;

(iv) There were 524 permanent employees on the rolls of Company as on 31st March, 2017;

(v) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2016-17 was 13.89% whereas the decrease in the managerial remuneration for the same financial year was 28.26%;

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Sl. No.

Name of Director / KMP and Designation Remuneration of Director/ KMP for

financial year 2016-17 (H In Lakhs)

% increase in Remuneration in the financial year

2016-17

Ratio of Remuneration of each Director/ to

median remuneration of employees

1 Mr. Mohit Jain Chairman and Managing Director

102.20 (32.67)% 41.48

2 Mr. Rohan JainDeputy Managing Director

116.57 (23.89)% 47.31

3 Mr. Pradeep Dinodia Independent Director

7.50 15.38% 3.04

4 Mr. Sarat Chandra Nanda Independent Director

8.00 33.33% 3.25

5 Mr. Mohit Satyanand Independent Director

10.00 (16.67)% 4.06

6 Mr. Sandeep Singhal Non-Executive Director

N.A N.A. NIL

7 Ms. Hiroo Mirchnadani Independent Director

6.50 44.44% 2.64

8 Mr. Davinder Dogra Chief Financial Officer

58.05 11.73% 23.56

9 Mr. Raju Singh Tomer Company Secretary

18.21 N.A* N.A.

* Percentage increase in remuneration is not comparable for Mr. Raju Singh Tomer as he was appointed w.e.f 10th February, 2016.


ANNEXURE - 3B TO DIRECTORS’ REPORT

Pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company:

Sl. No

Name Designation Remunera-

tion (H)

Qualifications Experi-ence (In

years)

Date of commencement of employment

Age Last employment

Percentage of equity

shares held

Relationship with Directors

1 Jain Mohit Chairman & Managing Director

1,02,20,111 B.A. Honours (Economics)

42 17.03.1993 62 The Delhi Flour Mills Co. Limited

1.71 Father of Mr. Rohan Jain, Dy. Managing

Director

2 Jain Rohan Dy. Managing Director

1,16,57,208 B.Sc. (Economics)

12 01.06.2009 34 The Delhi Flour Mills Co. Limited

0.19 Son of Mr. Mohit

Jain, Chairman & Managing

Director

3 Raina Rajiv Executive Director

1,36,55,244 MBA 33 01.09.1995 57 The Delhi Flour Mills Co. Limited

NIL N.A.

TOP10EMPLOYEESSl. No

Name Designation Remunera-

tion (H)

Qualifications Experi-ence (In

years)

Date of commencement of employment

Age Last employment

Percentage of equity

shares held

Relationship with Directors

1 Bhambri Rajiv Group Chief Financial Officer

96,54,780 B.Sc. CA 28 01.04.2010 57 The Delhi Flour MillsCo.Ltd.

NIL N.A.

2 Dogra Davinder Chief Financial Officer

58,05,096 B.Com. (Hons.), CA

20 02.03.2015 44 DLFLtd. NIL N.A.

3 Ranjan Rajeev Director Sales 67,96,183 MMS 15 31.05.2016 40 Pernod Ricard India(P)Ltd.

NIL N.A.

4 Chaudhry Sameer

Chief Information

Officer

48,86,136 MCA 22 05.04.2011 44 Ranbaxy Laboratories

Ltd.

NIL N.A.

5 Kohli Vivek Senior General Manager -

Projects

53,95,164 B.E. (Mech.) 28 26.07.2012 50 Havells India Ltd.

NIL N.A.

6 Chaturvedi Dhanesh Kumar

Group HR Head 42,51,768 MBA 28 14.05.2011 50 K.S.OilsLtd. NIL N.A.

7 Matharoo Amrit Pal Singh

Deputy General Manager-North Zone II & Special

Initiatives

45,36,120 B.A. & Diploma in Sales and Marketing

26 04.06.2012 48 Dabur India Ltd.

NIL N.A.

8 Rangra Rajesh Deputy General Manager - Purchase

40,69,116 B.E. (Chemical) 25 01.12.2012 45 Pepsico India Holdings Pvt. Ltd.(FritoLays)

NIL N.A.

9 Jain Anoop General Manager-

Manufacturing

38,29,416 Diploma in Mech.

Engineering

24 07.12.1998 47 Flex Industries Ltd.

NIL N.A.

10 Kumar Deepak Zonal Sales Manager

18,59,387 B.Com. 17 27.09.2016 38 Kellogg India Pvt.Ltd.

NIL N.A.

Note: Employment of all the above mentioned persons is contractual is nature.

dfm foods Limited24


I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DFM Foods Ltd. (hereinafter calledthe “Company”). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company DFMFoodsLimitedforthefinancialyearendedon31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made under the Act;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made under the Act;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed under the Act;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made under the Act to the

extent applicable to Overseas Direct investment (ODI), Foreign Direct investment (FDI) and External Commercial Borrowings (ECB);

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and ListingofDebtSecurities)Regulations,2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

i) SEBI(ListingObligationsandDisclosureRequirements)Regulations, 2015.


Form No. MR-3

SECRETARIAL AUDIT REPORTFORTHEFINANCIALYEARENDED31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (AppointmentandRemunerationofManagerialPersonnel)Rules,2014]

CIN: L15311DL1993PLC052624

ToThe Members DFM FOODS LIMITED 8377, ROSHANARA ROAD,DELHI-110007


(vi) and other applicable laws specifically applicable to the Industry to which the Company belongs, as identified by the Management, that is to say:

• Food Safety and Standard Act, 2006, Rules andRegulations

• LegalMetrologyAct,2009

I have also examined compliance with the applicable clauses of the following:

I) Secretarial Standards issued by The Institute of Company Secretaries of India.

II) ListingagreemententeredintobytheCompanywithBSELimited (“BSE”) and National Stock Exchange of IndiaLimited(“NSE”).

During the period under review the Company has complied with the applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, Listing Agreement etc. mentionedabove.

I further report that

The Board of Directors is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and Suo moto action have been initiated by the Company for the breach of Code of Conduct.

I further report that the Equity Shares of the Company were also got listed on National Stock Exchange of India Limited(“NSE”) w.e.f. 29th December, 2016.

SunitaMathur Company Secretary in Practice Place: New Delhi FCS No.: 1743Date: 25th May, 2017 C P No.: 741

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

dfm foods Limited26


To,The MembersDFM FOODS LIMITED 8377, ROSHANARA ROAD, DELHI-110007

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sunita Mathur Company Secretary in Practice Place: New Delhi FCS No.: 1743Date: 25th May, 2017 C P No.: 741

‘Annexure A’



Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy:

• ReplacingCFLlightingwithLED.

• Resizingofmotorstoincreaseenergyefficiency.

(ii) The steps taken by the company for utilising alternate sources of energy:

Work has been taken up to use solar energy in the Greater Noida factory.

(iii) The capital investment on energy conservation equipments:

The capital investment on energy conservation formed part of the capital expenditure incurred.

B) Technology absorption:

(i) The efforts made towards technology absorption:

a) Upgradingofgiftconveyors.

b) Introduction of automatic taping of cartons.

c) Using a more technologically advanced batchfryer.

d) Improving the longevity of cutters.

e) Development of a new product.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

a) The upgrading of the gift conveyor resulted in lower manpower costs and reduction in the wastage of gifts.

b) Automatic taping has reduced manpower costs.

c) The use of the technologically advanced batch fryer has resulted in lower diesel consumption and improved quality of finished product.

d) The use of improved cutters has reduced costs.

e) The new product will give a wider choice to the target consumers thereby also potentially increasing the sales turnover of the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

(iv) The expenditure incurred on Research and Development:

As Research & Development is part of the ongoing quality control and manufacturing costs, the expenditure is not separately allocated and identified.

C) Foreign exchange earnings and Outgo:

(H in Lakhs)

Foreign Exchange earned in terms of actual inflows NIL

Foreign Exchange outgo in terms of actual outflows 2,837

dfm foods Limited28



1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

The CSR policy of the Company can be accessed at www.dfmfoods.com/download/corporate/CSR-Policy.pdf

The projects undertaken under the policy are listed below.

2. The Composition of the CSR Committee Mr. Mohit Jain, Chairman;Mr. Mohit Satyanand, Member; andMr. Sarat Chandra Nanda, Member.

3. Average net profit of the company for last three financial years H 2,116.67Lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

H 42.33Lakhs

5. Details of CSR spent during the financial year:-

a. Total amount to be spent for the financial year; H 42.33Lakhs

b. Amount unspent, if any; Not applicable

c. Manner in which the amount spent during the financial year Details given below

Sl.

No.

CSR project

or activity

identified

Sector in

which the

Project is

covered

Projects or programs

(1) Local area or other

(2) Specify the State

and district where

projects or programs

was undertaken

Amount

outlay

(budget)

project or

programs

wise (H)

Amount spent on the


Sub – heads:

(1) Direct expenditure on


(2) Overheads (H)

Cumulative

expenditure

upto to the

reporting

period (H)

Amount spent:

Direct or through

implementing agency*

i Rural

Development

Project

Eradicating

Hunger,

poverty and

malnutrition

Odisha - Sundergarh,

Deogarh & Sambalpur

Distt.

12.00Lakhs (1)12.00Lakhs

(2) Nil

12.00Lakhs Through Implementing

agency – Atmashakti

Trust*

ii Promoting

education and

healthcare

Education Chattisgarh – Raigarh

Distt.

6.00Lakhs (1)6.00Lakhs

(2) Nil


agency – Tapaswini Nav

Sadhna**

iii Promoting

education

Education UttarPradesh-Bijnor 25.00Lakhs (1)25.00Lakhs

(2) Nil


agency - Shri

Vardhaman Educational

Society***

Total 43.00 Lakhs 43.00 Lakhs 43.00 Lakhs

*Atmashakti Trust is a Registered Trust, which was established in 1995 to support development initiatives in rural areas as well as urban slums.

** Tapaswini Nav Sadhna is a Registered Society, which was established in 2006 for providing education, health facilities and vocational training to uplift the poor.

*** Shri Vardhaman Educational Society is a Registered Society, which was established in the year 1960 to promote education by establishing school/ colleges etc.

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Not Applicable

Responsibility Statement:The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.

(Mohit Jain)Managing Director and Chairman of CSR Committee

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2016-17



Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March, 2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (ManagementandAdministration)Rules,2014]

I. Registration and Other Details:

II. Principal Business Activities of the Company :

III. Particulars of Holding, Subsidiary and Associate Companies:

i. CIN L15311DL1993PLC052624

ii. Registration Date 17th March, 1993

iii. Name of the Company DFMFoodsLimited

iv. Category / Sub-Category of the Company PublicCompany/Limitedbyshares

v. Address of the Registered office and contact details 8377, Roshanara Road, Delhi-110007Tel. No.: +91-11-23826445Fax No.: +91-11-23822409

vi. Whether listed Company Yes / No Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

MCSShareTransferAgentLimitedF-65, 1st Floor, Okhla Indl. Area, Phase – I, New Delhi -110020 Tel. No.: +91-11-41406149Fax No.: +91-11-41709881

Sl. No.

Name and Description of main products/ services

NIC Code of the Product / service % to total turnover of the Company

1. Extruded snack foods & Namkeen 1079 100%

Sl. No.

Name and Address of the Company

CIN/GLN Holding/Subsidiary/Associate

% of sharesheld

Applicable Section

NA

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

dfm foods Limited30


IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change

during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 707194 - 707194 7.07 573194 - 573194 5.73 -1.34

b) Central Govt - - - - - - - - -

c) State Govt (s) - - - - - - - - -

d) Bodies Corp. 3711676 - 3711676 37.11 3261676 - 3261676 32.61 -4.50

e) Banks / FI - - - - - - - - -

f) Any Other…. - - - - - - - - -

Sub-total (A) (1):- 4418870 - 4418870 44.18 3834870 - 3834870 38.34 -5.84

(2) Foreign

a) NRIs –Individuals - - - - - - - - -

b) Other-Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

4418870 - 4418870 44.18 3834870 - 3834870 38.34 -5.84

B. Public Shareholding

1. Institutions

a) Mutual Funds - 700 700 0.01 - 200 200 0.00 0.00*

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs 995166 - 995166 9.95 1642803 - 1642803 16.43 6.48

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- 995166 700 995866 9.96 1642803 200 1643003 16.43 6.48

2. Non-Institutions

a) Bodies Corp.

i) Indian 118286 12300 130586 1.31 62150 9000 71150 0.71 -0.60

ii) Overseas 1495251 - 1495251 14.95 1496951 - 1496951 14.97 0.02

b) Individuals

i) Individual shareholders holding

nominal share capital upto H 2 lakh

764026 426718 1190744 11.91 792012 381229 1173241 11.73 -0.18

ii) Individual shareholders holding nominal

share capital in excess of H 2 lakh

1668693 - 1668693 16.68 1601113 - 1601113 16.01 -0.67

c) Others (specify)

(i) NRI 101666 - 101666 1.01 181348 - 181348 1.81 0.80

Sub-total (B)(2):- 4147922 439018 4586940 45.86 4133574 390229 4523803 45.23 -0.63

Total Public Shareholding (B)=(B)(1)+(B)(2) 5143088 439718 5582806 55.82 5776377 390429 6166806 61.66 5.84

C. Shares held by Custodian for GDRs

& ADRs

- - - - - - - - -

Grand Total (A+B+C) 9561958 439718 10001676 100.00 9611247 390429 10001676 100.00

* The percentage change is negligible


ii) Shareholding of Promoters

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Note – I Date wise Increase/ Decrease in Promoters Shareholding

iii) Change in Promoters’ Shareholding

Sl. No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

share holding during the

year

No. of Shares % of totalShares of the

Company

% of SharesPledged /

encumberedto total shares

No. ofShares

% oftotal Shares

of theCompany

% of SharesPledged /

encumberedto total shares

1. Mohit Jain 170725 1.71 - 170725 1.71 - -

2. Rohan Jain 19200 0.19 - 19200 0.19 - -

3. Rashad Jain 6400 0.06 - 6400 0.06 - -

4. Surekha Jain 510869 5.11 - 376869 3.77 - -1.34

5. TheDelhiFlourMillsCo.Ltd. 3711676 37.11 - 3261676 32.61 - -4.50

Total 4418870 44.18 - 3834870 38.34 - -5.84

Sl. No.

Name Shareholding

Date

Increase / Decrease in

Shareholding Reason

Cumulative Shareholding during the year (01-04-16 to

31-03-17)

No of Shares at the beginning (01-04-16) /end

of the year (31-03-17)

% of total shares of the

Company

No. ofShares

% of totalShares of the

Company

1 Westbridge Crossover Fund, LLC 1495251 14.95 01-04-2016 0 Nil movement

during the year

1495251 14.95 31-03-2017 1495251 14.95

2 HSBCBank(Mauritius)Ltd.A/C

Jwalamukhi Investment Holdings

995166 9.95 01-04-2016 0 Nil movement

during the year

995166 9.95 31-03-2017 995166 9.95

3 Man Mohan Singh 987400 9.87 01-04-2016

08-04-2016 -1400 Transfer 986000 9.86

15-04-2016 -811 Transfer 985189 9.85

13-05-2016 -9189 Transfer 976000 9.76

20-05-2016 -21500 Transfer 954500 9.54

20-05-2016 21580 Transfer 976080 9.76

27-05-2016 1420 Transfer 977500 9.78

Sl. No.

Name Shareholding

Date


Shareholding Reason


31-03-17)




Company

No. ofShares


Company

1 TheDelhiFlourMillsCo.Ltd. 3711676 37.11 01-04-2016

26-05-2016 -450000 Transfer 3261676 32.61

3261676 32.61 31-03-2017 3261676 32.61

2 Surekha Jain 510869 5.11 01-04-2016

26-05-2016 -134000 Transfer 376869 3.77

376869 3.77 31-03-2017 376869 3.77

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of Shares % of total Sharesof the Company

No. of shares % of total Shares of the Company

At the beginning of the year 4418870 44.18

Date wise Increase/ Decrease in Promoters Shareholding during

the year specifying the reasons for increase/decrease (e.g.

allotment/ transfer/ bonus/ sweat equity etc.):

Note -I

At the End of the year 3834870 38.34 3834870 38.34

dfm foods Limited32


Sl. No.

Name Shareholding

Date


Shareholding Reason


31-03-17)




Company

No. ofShares


Company

03-06-2016 -1500 Transfer 976000 9.76

30-06-2016 -49000 Transfer 927000 9.27

10-06-2016 -500 Transfer 926500 9.26

17-06-2016 -500 Transfer 926000 9.26

22-07-2016 1008 Transfer 927008 9.27

29-07-2016 14 Transfer 927022 9.27

05-08-2016 478 Transfer 927500 9.28

19-08-2016 30 Transfer 927530 9.28

26-08-2016 -30 Transfer 927500 9.28

02-09-2016 50450 Transfer 977950 9.78

16-09-2016 50 Transfer 978000 9.78

23-09-2016 700 Transfer 978700 9.79

30-09-2016 304 Transfer 979004 9.79

07-10-2016 46 Transfer 979050 9.79

14-10-2016 -35 Transfer 979015 9.79

21-10-2016 -15 Transfer 979000 9.79

28-10-2016 -600 Transfer 978400 9.78

11-11-2016 -100 Transfer 978300 9.78

25-11-2016 98 Transfer 978398 9.78

02-12-2016 402 Transfer 978800 9.79

09-12-2016 100 Transfer 978900 9.79

16-12-2016 -100 Transfer 978800 9.79

23-12-2016 -37 Transfer 978763 9.79

31-12-2016 -563 Transfer 978200 9.78

06-01-2017 -333 Transfer 977867 9.78

13-01-2017 -1067 Transfer 976800 9.77

20-01-2017 -1108 Transfer 975692 9.76

27-01-2017 -192 Transfer 975500 9.76

03-02-2017 -1208 Transfer 974292 9.75

10-02-2017 -1792 Transfer 972500 9.72

17-02-2017 20 Transfer 972520 9.72

28-02-2017 -3 Transfer 972517 9.72

972517 9.72 31-03-2017 972517 9.72

4 Anuradha Sharma 314067 3.14 01-04-2016

08-04-2016 -1038 Transfer 313029 3.13

15-04-2016 -1050 Transfer 311979 3.12

06-05-2016 5 Transfer 311984 3.12

13-05-2016 -7455 Transfer 304529 3.05

03-06-2016 300 Transfer 304829 3.05

10-06-2016 -500 Transfer 304329 3.04

17-06-2016 -500 Transfer 303829 3.04

08-07-2016 300 Transfer 304129 3.04

22-07-2016 700 Transfer 304829 3.05

05-08-2016 500 Transfer 305329 3.05

12-08-2016 200 Transfer 305529 3.06

26-08-2016 466 Transfer 305995 3.06

02-09-2016 -54 Transfer 305941 3.06

09-09-2016 13 Transfer 305954 3.06

16-09-2016 75 Transfer 306029 3.06

306029 3.06 31-03-2017 306029 3.06

5 Ashish Kacholia 106331 1.06 01-04-2016

27-05-2016 3396 Transfer 109727 1.11

03-06-2016 3000 Transfer 112727 1.13


Sl. No.

Name Shareholding

Date


Shareholding Reason


31-03-17)




Company

No. ofShares


Company

29-07-2016 2780 Transfer 115507 1.15

30-09-2016 1208 Transfer 116715 1.17

116715 1.17 31-03-2017 116715 1.17

6 Kiran Navinchandra Asher 37050 0.37 01-04-2016

08-04-2016 50 Transfer 37100 0.37

15-04-2016 1829 Transfer 38929 0.39

22-04-2016 1071 Transfer 40000 0.40

13-05-2016 4200 Transfer 44200 0.44

20-05-2016 -6200 Transfer 38000 0.38

27-05-2016 2500 Transfer 40500 0.40

03-06-2016 3050 Transfer 43550 0.44

10-06-2016 -13550 Transfer 30000 0.30

24-06-2016 1100 Transfer 31100 0.31

30-06-2016 1250 Transfer 32350 0.32

01-07-2016 150 Transfer 32500 0.32

08-07-2016 1176 Transfer 33676 0.34

15-07-2016 2324 Transfer 36000 0.36

22-07-2016 1000 Transfer 37000 0.37

29-07-2016 400 Transfer 37400 0.37

05-08-2016 1350 Transfer 38750 0.39

12-08-2016 1200 Transfer 39950 0.40

19-08-2016 50 Transfer 40000 0.40

20-01-2017 500 Transfer 40500 0.40

03-02-2017 1475 Transfer 41975 0.42

28-02-2017 25 Transfer 42000 0.42

03-03-2017 250 Transfer 42250 0.42

10-03-2017 500 Transfer 42750 0.43

31-03-2017 1325 Transfer 44075 0.44

44075 0.44 31-03-2017 44075 0.44

7 Sunil Rungta 46367 0.46 01-04-2016

27-05-2016 -1000 Transfer 45367 0.45

04-11-2016 -1130 Transfer 44237 0.44

31-12-2016 -300 Transfer 43937 0.44

06-01-2017 -135 Transfer 43802 0.44

13-01-2017 -472 Transfer 43330 0.43

20-01-2017 -584 Transfer 42746 0.43

10-02-2017 -351 Transfer 42395 0.42

42395 0.42 31-03-2017 42395 0.42

8 Nitu Kawaljit Singh 53660 0.54 01-04-2016

10-06-2016 -53660 Transfer 0 0

10-06-2016 53660 Transfer 53660 0.54

17-06-2016 -5000 Transfer 48660 0.49

24-06-2016 -8660 Transfer 40000 0.40

40000 0.40 31-03-2017 40000 0.40

9 Shiv Nadar 24597 0.25 01-04-2016

09-09-2016 -164 Transfer 24433 0.24

16-09-2016 -195 Transfer 24238 0.24

23-09-2016 -100 Transfer 24138 0.24

30-09-2016 -407 Transfer 23731 0.24

07-10-2016 -810 Transfer 22921 0.23

21-10-2016 -1920 Transfer 21001 0.21

28-10-2016 -453 Transfer 20548 0.21

20-01-2017 -1000 Transfer 19548 0.20

dfm foods Limited34


Sl. No.

Name Shareholding

Date


Shareholding Reason


31-03-17)




Company

No. ofShares


Company

27-01-2017 -324 Transfer 19224 0.19

19224 0.19 31-03-2017 19224 0.19

10 Dinero Wealth Advisors Private

Limited

34026 0.34 01-04-2016

22-04-2016 -34026 Transfer 0 0.00

0 0.00 31-03-2017 0 0.00

11 Steadview Capital Mauritius

Limited

0 0.00 01-04-2016

03-06-2016 274480 Transfer 274480 2.74

10-06-2016 27821 Transfer 302301 3.02

24-06-2016 3017 Transfer 305318 3.05

24-03-2017 -200 Transfer 305118 3.05

30-03-2017 -424 Transfer 304694 3.05

304694 3.05 31-03-2017 304694 3.05

12 ABG Capital 0 0.00 01-04-2016

03-06-2016 157680 Transfer 157680 1.58

24-03-2017 -91 Transfer 157589 1.58

31-03-2017 -175 Transfer 157414 1.57

157414 1.57 31-03-2017 157414 1.57

13 LTRFocusFund 0 0.00 01-04-2016

03-06-2016 151840 Transfer 151840 1.52

24-03-2017 -88 Transfer 151752 1.52

31-03-2017 -249 Transfer 151503 1.51

151503 1.51 31-03-2017 151503 1.51

Sl.

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason

Cumulative Shareholding

during the year (01-04-16 to

31-03-17)

No. of Shares at the

beginning (01-04-16) / end


% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

A Directors

1 Mr. Mohit Jain

Chairman & Managing Director

170725 1.71 01-04-16 0 Nil movement

during the year

170725 1.71 31-03-17 170725 1.71

2 Mr. Rohan Jain

Dy. Managing Director

19200 0.19 01-04-16 0 Nil movement

during the year

19200 0.19 31-03-17 19200 0.19

3 Mr. Sarat Chandra Nanda

Independent Director

2800 0.03 01-04-16 0 Nil movement

during the year

2800 0.03 31-03-17 2800 0.03

4 Mr. Pradeep Dinodia


10200 0.10 01-04-16 0 Nil movement

during the year

10200 0.10 31-03-17 10200 0.10

5 Mr. Mohit Satyanand


64088 0.64 01-04-16 0

27-05-16 -2525 Transfer 61563 0.62

10-06-16 -1000 Transfer 60563 0.61

08-07-16 -226 Transfer 60337 0.60

15-07-16 -2666 Transfer 57671 0.58

05-08-16 -512 Transfer 57159 0.58

v) Shareholding of Directors and Key Managerial Personnel


Sl.

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason

Cumulative Shareholding

during the year (01-04-16 to

31-03-17)

No. of Shares at the

beginning (01-04-16) / end


% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

25-11-16 -146 Transfer 57013 0.57

02-12-16 -2134 Transfer 54879 0.55

16-12-16 -1050 Transfer 53829 0.54

23-12-16 -1879 Transfer 51950 0.52

31-12-16 -1750 Transfer 50200 0.50

50200 0.50 31-03-17 50200 0.50

6 Mr. Sandeep Singhal

Director

0 0 01-04-16 0 Nil Holding

/ movement

during the year

0 0 31-03-17 0 0

7 Ms. Hiroo Mirchandani


0 0 01-04-16 0 Nil Holding

/ movement

during the year

0 0 31-03-17 0 0

B Key Managerial Personnel (KMP’s)

8 Mr. Davinder Dogra

Chief Financial Officer

0 0 01-04-16 0 Nil Holding

/ movement

during the year

0 0 31-03-17 0 0

9 Mr. Raju Singh Tomer

Company Secretary

0 0 01-04-16 0 Nil Holding

/ movement

during the year

0 0 31-03-17 0 0

V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment

(R in Lakhs)Secured Loans

excluding depositsUnsecured

LoansDeposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 5,541.20 144.35 - 5,685.55

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 44.15 - - 44.15

Total (i+ii+iii) 5,585.35 144.35 - 5,729.70

Change in Indebtedness during the financial year

• Addition 6,416.02 234.00 - 6,650.02

• Reduction 1,970.03 83.14 - 2,053.17

Net Change 4,445.99 150.86 - 4,596.85

Indebtedness at the end of the financial year

i) Principal Amount 9,987.19 295.21 - 10,282.40

ii) Interest due but not paid - - -

iii) Interest accrued but not due 35.81 - - 35.81

Total (i+ii+iii) 10,023.00 295.21 - 10,318.21

dfm foods Limited36


VI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other Directors

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager TotalAmountMr. Mohit Jain

Managing Director

Mr. Rohan JainDy. Managing

Director1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

57,50,000 69,40,000 1,26,90,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 25,02,996 31,89,460 56,92,456

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit 19,67,115 15,27,748 34,94,863

- others, specify… - - -

5 Others, please specify - - -

Total (A) 1,02,20,111 1,16,57,208 2,18,77,319

Ceiling as per the Act 2,33,14,416

Sl. No.

Particulars of Remuneration Name of Directors TotalAmountIndependent Directors Mr. Pradeep

DinodiaMr. Sarat Chandra Nanda

Mr. Mohit Satyanand

Ms. HirooMirchandani

•FeeforattendingBoard/Committeemeetings

7,50,000 8,00,000 10,00,000 6,50,000 32,00,000

•Commission - - - - -

•Others,pleasespecify - - - - -

Total (1) 7,50,000 8,00,000 10,00,000 6,50,000 32,00,000

Other Non-Executive Directors Mr. Sandeep Singhal

•FeeforattendingBoard/Committeemeetings

- - - - -

•Commission - - - - -

•Others,pleasespecify - - - - -

Total (2) - - - - -

Total (B)=(1+2) 7,50,000 8,00,000 10,00,000 6,50,000 32,00,000

Total Managerial Remuneration 2,18,77,319

Overall Ceiling as per the Act 2,56,45,857


C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

VII. Penalties / Punishment/ Compounding of Offences

Sl. No.

Particulars of Remuneration Key Managerial PersonnelMr. Davinder Dogra

C.F.O.Mr. Raju Singh TomerCompany Secretary

Total

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

58,05,096 18,20,872 76,25,968

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - -

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit - - -

- others, specify... - - -

5 Others, please specify - - -

Total 58,05,096 18,20,872 76,25,968

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD /NCLT/COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

NIL

dfm foods Limited38


REPORT ON CORPORATE GOVERNANCE1. Company’s Philosophy on Corporate Governance Corporate Governance is a set of systems and practices for the ethical conduct of business of the Company. It ensures accountability, transparency, equity and commitment to values to meet its stakeholder’s aspirations.

In DFM Foods, we strongly believe that Corporate Governance is an approach to succeed, stimulate growth and a catalyst in the process towards creating long-term value.

The Company endeavors to attain the best practices in Corporate Governance. All major corporate decisions are taken by the Company’s Board in conjunction with a competent management team, keeping in view the best interest of all its stakeholder. It is committed to apply the best management practices, become proactively compliant with the applicable legal requirements and adhere to ethical standards to improve sustainable development of all stakeholder.

We are committed to continuously strengthen Corporate Governance practices.

Governance Structure

The Company’s shareholders appoint the Board of Directors which governs the Company. In order to realise the business vision of the Company the Board lays down the business strategy and various policies, system & procedures to be followed by the Company.

The Board has established 5 Committees to discharge its responsibilities in an effective manner. The Company Secretary acts as a Secretary to the Board and to all its Committees.

Further, during the year in addition to the above, the Board also established one committee of Independent Directors for giving recommendation on the Open Offer pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Chairman & Managing Director is responsible for providing overall direction and guidance to the Board, operational management and Company functioning and is assisted by the Dy. Managing Director and a core group of senior managers in the discharge of his duties.

We believe that the Board of Directors should have a balanced mix of Executive and Non-Executive and Independent Directors for the efficient governing of the Company. Furthermore, the Board members should bring in diversified experience, skills and expertise in different areas of business so that they collectively provide leadership and guidance to the Company.

Governance Policies

At DFM Foods we adhere to highest levels of ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore various codes and policies have been laid down to achieve these objectives. Some of these are as under:-

• Developmentofbusinessstrategy

• Operationalreviewandcontrol

• Riskassessment

• Legalcompliance

• CodeofConduct

• CodeofConductforprohibitionofinsidertrading

• Vigilmechanism/whistleblowerpolicy

• Policyonrelatedpartytransactions

• CorporateSocialResponsibilitypolicy

• PoliciesforselectionofDirectorsanddeterminingDirectorsindependence

• Remuneration policies for Directors, key managerialpersonnel and other employees

• Policiesforshareholderscommunication


2. Board of DirectorsBoard composition and particulars of DirectorsThe Board of Directors of the Company has an optimum combination of Executive and Non-executive Directors who have in depth knowledge of business, in addition to the expertise in their areas of specialization.

The Board consists of 7 Directors of whom 2 are Whole-time Directors.The composition of the Board as on 31st March, 2017 is as follows:

Name of Director Category Directorship in other

Companies

Chairmanship/ Membership in

specified Committees#

Mr. Mohit Jain, Chairman & Managing Director Promoter & Executive Director 4 -

Mr. Rohan Jain, Dy. Managing Director Promoter & Executive Director 2 -

Mr. Pradeep Dinodia Non-Executive Independent Director 8 7

Mr. S.C. Nanda Non-Executive Independent Director 2 1

Mr. Mohit Satyanand Non-Executive Independent Director 10 1

Mr. Sandeep Singhal Non-Executive Director 2 -

Ms. Hiroo Mirchandani Non-Executive Independent Director 6 4

#Inaccordancewithregulation26ofSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015,Membership/ChairmanshipofonlyAuditCommitteeandStakeholders’RelationshipCommitteeinallPublicLimitedCompanies(excludingDFMFoodsLimited)havebeenconsidered.

Profile of the Board members:

A brief resume of all the Directors, nature of their expertise and names of the other Companies in which they hold Directorships, Memberships / Chairmanships of Board Committees are provided at the end of the report.

Selection of Independent Directors

Keeping in view that the Board has diversified expertise and experience to provide leadership and guidance to the Company, eminent persons having a standing in their respective field / profession are considered by the Nomination and Remuneration Committee for appointment as Independent Directors on the Board. The Committee, inter-alia, considers educational and professional background, area of expertise, personal and professional ethics, integrity and values and Directorships of other companies of such person for selection of Directors and determining Directors independence. The Board considers the recommendation by the Committee and takes appropriate decision.

Familiarization Program for Directors

The Board members, at the time of their appointment, are provided with necessary documents, reports, internal policies and other corporate presentations to familiarize them with the Company’s procedures and practices. Further, they are also made aware of their roles, rights and responsibilities.

Periodic presentations are made at the Board / Committee meetings on the strategy, operations and functions of the Company along with relevant statutory changes in relations thereto.

The details of such familiarization program for Independent Directors are posted on the website of the Company and can be accessed at http://www.dfmfoods.com/download/corporate/familarization-programme-for-Independent-Directors.pdf and http://www.dfmfoods.com/investors-information.pdf.

Board / Committee Meetings and Procedures

The Board meets at least once in a quarter to review the quarterly results and other items of the agenda.

The Board is given presentations covering finance, sales, marketing, operations including business opportunities / strategy and corporate affairs of the Company.

The information regularly provided to the Board includes:

1. Annual operating plans and budgets and any updates.

2. Capital budgets and any updates.

3. Quarterly results for the Company and its operating divisions or business segments.

4. Minutes of meetings of audit committee and other committees of the Board.

5. The information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

6. Show cause, demand, prosecution notices and penalty notices, if any, which are materially important.

7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

8. Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.

9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

dfm foods Limited40


10. Details of any joint venture or collaboration agreement.

11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.

16. Information about the business risk involved/assessment and measures to address and minimize such risks, and any limitations to the risk by laying down minimization procedures.

Board material distributed in advance

The agenda for each Board meeting is circulated in advance to the Board members. All material information is incorporated in the agenda facilitating meaningful and focused discussions at the meeting.

Post meeting follow-up mechanism

The important decisions taken at the Board/Committee(s) meetings are promptly communicated to the concerned departments. Action taken report on the decisions of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/ Committee(s) for information and review by the Board / Committee(s).

Number of Board Meetings held, the dates on which held and attendance thereat

4 Board meetings were held during the year 2016-17 on 11th May, 2016, 1st August, 2016, 9th November, 2016 and 2nd February, 2017.

Attendance details of each Director at the Board meetings and the last A.G.M.:

Name of Director No. of Board meetings attended

Attendance at the last

A.G.M.Mr. Mohit Jain 4 YesMr. Rohan Jain 4 YesMr. Pradeep Dinodia 4 YesMr. S.C. Nanda 4 YesMr. Mohit Satyanand 4 Yes

Mr. Sandeep Singhal 2 NoMs. Hiroo Mirchandani 4 Yes

Re-appointment of Directors

Mr. Rohan Jain shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The details and profile of the Mr. Rohan Jain seeking reappointment are furnished in this report.

Board Committees

Details of the Committees of the Board and other related information are provided hereunder:

(i) Audit Committee

Composition: The Audit Committee of the Board comprises of four Independent Directors namely Mr. Pradeep Dinodia (Chairman), Mr. S.C. Nanda, Mr. Mohit Satyanand and Ms. Hiroo Mirchandani.

Terms of Reference: The terms of reference of this Committee cover the matters specified for it under the Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015 and Section 177 of the Companies Act, 2013 read with rules made thereunder:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee

The role of the Audit Committee is broadly as follows:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and Internal Auditors and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.


d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

9. Discussion with internal auditors of any significant findings and follow up there on.

10. Reviewing the findings of any internal investigations, if any, by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

13. To review the functioning of the Whistle Blower mechanism.

14. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

15. Scrutiny of inter-corporate loans and investments.

16. Valuation of undertakings or assets of the company, wherever it is necessary.

17. Evaluation of internal financial controls and risk management systems.

18. To provide adequate safeguards against victimisation of Employees / Directors who avail of the vigil mechanism.

19. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

20. Approval or any subsequent modification of transactions of the Company with related parties.

21. Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

Apart from above, the Committee also reviews other matters as may be required to be reviewed by the Audit Committee under theListingAgreementandotherlaws,rulesandregulations.

Meetings and attendance thereat

4 meetings of the Audit Committee were held during the year 2016-17 on 11th May, 2016, 1st August, 2016, 9th November, 2016 and 2nd February, 2017.

Attendance details

Name of Director No. of meetings attended

Mr. Pradeep Dinodia 4Mr. S.C. Nanda 4Mr. Mohit Satyanand 4Ms. Hiroo Mirchandani 3

The Chairman of the Audit Committee was present at the last Annual General Meeting.

(ii) Operations Committee

Composition: The Operations Committee of the Board comprises of Mr. Mohit Jain (Chairman) and Mr. Rohan Jain.

Terms of Reference

1. Review and approve banking arrangements and cash managements.

2. Borrow monies by way of loan(s) for the purpose of capital expenditure, general corporate purposes including working capital requirements within the limits approved by the Board.

3. Invest funds of the Company in short term deposits / otherwise within the limits approved by the Board.

4. Review and approve statutory compliances.

5. Review and authorize all matters relating to operations including statutory permissions, registrations, etc.


5 meetings of the Operations Committee were held during the year 2016-17 on 29th April, 2016, 13th July, 2016, 20th September, 2016, 17th October, 2016 and 23rd January, 2017.

dfm foods Limited42


Attendance details

Name of the Committee Member No. of meetings attended

Mr. Mohit Jain 5

Mr. Rohan Jain 5

(iii) Nomination & Remuneration Committee

Composition: The Nomination & Remuneration Committee of the Board comprises of four Directors namely Mr. Mohit Satyanand (Chairman), Mr. Pradeep Dinodia, Mr. Mohit Jain and Mr. Sandeep Singhal.

Terms of Reference

1. Identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

This Committee also acts as the Compensation Committee under the provision of SEBI (Share Based Employee Benefits) Regulations, 2014.


1 meeting of the Nomination & Remuneration Committee was held during the year 2016-17 on 11th May, 2016.

Attendance details


Mr. Mohit Satyanand 1

Mr. Pradeep Dinodia 1

Mr. Sandeep Singhal 1

Mr. Mohit Jain 1

(iv) Stakeholders’ Relationship Committee

Composition: The Stakeholders’ Relationship Committee comprises of Mr. Mohit Satyanand (Chairman) and Mr. Mohit Jain.

Terms of Reference

1. Redressal of the shareholders / Investors complaints in respect of any matter.

2. Monitoring the implementations and compliances of the Company’s Code of Conduct for prevention of Insider Trading.


4 meetings of the Stakeholders’ Relationship Committee were held during the year 2016-17 on 28th April, 2016, 13th July, 2016, 15th October, 2016 and 21st January, 2017.

Attendance details


Mr. Mohit Satyanand 4Mr. Mohit Jain 4

Investor Grievance Redressal

During the year 2016-17, the Company received 5 complaints through website of SEBI Complaints Redress System (SCORES) and 1 (One) complaint from BSE and all the complaints were resolved. However, 1 (One) complaint out of the above, for which Action Taken Report (ATR)/Reply has already been sent on 23.11.2016, is pending with SEBI.

No request for share transfers received was pending beyond the normal service time of a fortnight from the date of receipt of duly completed documents required to effect the transfer.

Compliance Officer: Mr. Raju Singh Tomer, Company Secretary

(v) Corporate Social Responsibility Committee

Composition: The Corporate Social Responsibility Committee comprises of three members - Mr. Mohit Jain (Chairman), Mr. Mohit Satyanand and Mr. S C Nanda.

Terms of Reference: The terms of reference of this Committee includes:

a. Formulating a CSR policy as per Schedule VII (of the Companies Act, 2013) and recommending the same to the Board;

b. Recommending the amount of expenditure to be incurred on the social activities; and

c. Monitoring the CSR policy of the Company.


2 meetings of the Corporate Social Responsibility Committee were held during the year 2016-17 on 11th May, 2016 and 10th March, 2017.


Attendance detailsName of the Committee Member No. of meetings

attendedMr. Mohit Jain 2

Mr. Mohit Satyanand 2

Mr. S C Nanda 2

Committee of Independent Directors

The Board at its meeting held on 11th May, 2016 constituted a Committee of Independent Directors under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 comprising of 3 Independent Directors Mr. Pradeep Dinodia, (Chairman), Mr. S.C. Nanda and Ms. Hiroo Mirchandani, Members for the following in relations to the Open Offer made by M/s. Aravali Investment Holdings (“Acquirer”) along with M/s. Jwalamukhi Investment Holdings and M/s. Westbridge Crossover Fund, LLC acting as PACs for acquisition of upto26,10,836 equity shares of H 10/- each of the Company consisting 26% of the emerging equity share capital of the Company.

(i) To give recommendation on the open offer and authorise publication of the same at least 2 working days prior to the commencement of the tendering period in the same newspapers where the public announcement of the Open Offer had been published.

(ii) To file its recommendation with SEBI, BSE and Manger to the Open Offer.

The meeting of the above mentioned Committee of Independent Directors was held on 16th August, 2016 in which 2 Independent Directors, Mr. Pradeep Dinodia, Chairman and Mr. S C Nanda, Member were present.

Independent Directors meetingApart from the above a meeting of Independent Directors was held on 2nd February, 2017 in which all Independent Directors, Mr. Pradeep Dinodia, Mr. S C Nanda, Mr. Mohit Satyanand and Ms. Hiroo Mirchandani were present.

Procedure at Committee MeetingsThe guidelines relating to Board meetings are applicable to Committee meetings as far as may be practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its work. Minutes of the proceedings of the Committee meetings are placed before the Board meeting for perusal and noting.

Directors’ Remuneration

Remuneration policy

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure 3 to the Directors’ Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.

The Company’s remuneration policy is directed towards rewarding achievements based on review of individual and corporate performance periodically.

Details of remuneration and other terms of appointment of Directors

Non-Executive Directors are being paid sitting fee only within the limits prescribed under the Companies Act, 2013.

Note:-a) The service contracts with the Managing Director and Dy. Managing Director, who are the Whole Time Directors, are for a period of 5 years.

b) Mr. Sandeep Singhal has waived his right of receipt of sitting fees.

c) The Company does not have any direct pecuniary relationship/transaction with any of its Non-executive Directors. However, a sum of H 6LakhshasbeenpaidtoS.R.Dinodia&Co.LLPinwhichMr.PradeepDinodiaisaPartnerandH 5LakhstoMagicMountainRetreatPrivateLtd.inwhichMr.MohitSatyanandisaDirector towards fees for legal services and management consultancy services respectively during the financial year 2016-17. The above payments do not affect independence of either Mr. Pradeep Dinodia or Mr. Mohit Satyanand as the same are not material.

( H in Lakhs)Salary, allowances &

perquisitesCommission Sitting fee for attending Board/

Committee meetingsWhole Time Directors

Mr. Mohit Jain 82.53 19.67 -

Mr. Rohan Jain 101.29 15.28 -

Non-Executive Directors

Mr. Pradeep Dinodia - - 7.50

Mr. S.C. Nanda - - 8.00

Mr. Mohit Satyanand - - 10.00

Mr. Sandeep Singhal - - -

Ms. Hiroo Mirchandani - - 6.50

Details of remuneration paid to the Directors during the year 2016-17:

dfm foods Limited44


B. Extra Ordinary General MeetingThere was no Extra Ordinary General Meeting held during the financial year 2016-17.

C. Special Resolution(s) passed through Postal BallotDuring the year ended 31st March, 2017, no special resolution has been passed through postal ballot. Further, none of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a Special Resolution through Postal Ballot.

Date of A.G.M. Time Venue Special Resolution31st July, 2014 10.00 A.M. Air Force Auditorium, Subroto

Park, New Delhi-110010- Appointment of Mr. Mohit Jain as Managing Director

for a period of five years- Appointment of Mr. Rohan Jain as Executive Director

for a period of five years- Authorisation to borrow money upto H 300 Crores.- Authorisation to issue Employee Stock Options under

ESOP

7th August, 2015 10.00 A.M. -Do- - Adoption of Memorandum of Association- Adoption of Articles of Association- Keeping the Register / Index of Members and Annual

Returns together with the copies of certificates and documents required to be annexed thereto at the office of the Registrar and Share Transfer Agent

1st August, 2016 10.00 A.M. -Do- - Revision of remuneration of Mr. Mohit Jain, Managing Director

- Revision of remuneration of Mr. Rohan Jain, Dy. Managing Director

3. General Body Meetings

The date, time and venue of the General Meetings held during the preceding 3 years and the Special Resolution(s) passed thereat are as follows:

A. Annual General Meeting

Code of Conduct

The Board of Directors has adopted the Code of Conduct for Board Members and Senior Management team. The said code has also been displayed on the Company’s website: www.dfmfoods.com.

All Board members and senior management personnel have confirmed compliance with the Code for the year 2016-17. A declaration to this effect signed by the Managing Director of the Company is provided elsewhere in the Annual Report.

Insider Trading - Code of Conduct

Pursuant to requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct’ for prevention of insider trading. The code is applicable to all Promoters, Directors, Designated employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company.


- Disclosure on materially significant related party transactions that may have potential conflict with the interest of Company at large.

There were no materially significant related party transactions. All the related party transactions were at arm’s length basis and are not in conflict with the interest of the Company.

Attention is drawn to the disclosure of related party transactions set out in Note 32 to the financial statements.

The policy on dealing with related party transactions can be accessed at:

http://www.dfmfoods.com/download/corporate/policy-on-related-party-transactions-and-materiality-of-related-party-transactions.pdf.

- Details of non-compliance by the Company, Penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There has been no instance of non-compliance by the Company on any matter related to capital markets during the last 3 years.

- Whistle Blower / Vigil Mechanism Policy The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting any illegal or unethical behaviour. The Company has a Whistle Blower Policy (Vigil Mechanism) under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee, in certain circumstances.

During the year under review, no employee was denied access to the Audit Committee.

4. Disclosures

5. Adoption of Mandatory and Non-Mandatory Requirements The Company has complied with all mandatory requirements and has adopted following non-mandatory requirements in termsofRegulation34(3)readwithScheduleVofSEBI(ListingObligations and Disclosure Requirements) Regulations, 2015.

Shareholders Rights

The Clause states that half yearly declaration of financial performance including summary of the significant events in the last 6 months, may be sent to each shareholder.

Company’s Quarterly / Half yearly results are published in a leading daily English newspaper and a local language newspaper and also displayed on the Company’s website www.dfmfoods.com.

Reporting of Internal Auditors

The Internal Auditor directly reports to the Audit Committee.

Audit Qualification

The Company is in the regime of unqualified financial statements.

6. Means of Communication(a) Quarterly Results: Quarterly Results of the Company

are released to the Stock Exchanges and published in ‘Financial Express’ and ‘Jansatta’ and are displayed on the Company’s website www.dfmfoods.com.

(b) News Releases, Presentations, etc.: Official announcements and other general information are displayed on the Company’s website www.dfmfoods.com. Official Media Releases are sent to the Stock Exchanges.

(c) Website: The Company’s website www.dfmfoods.com contains an exclusive section on ‘Investors’ which enables them to access information such as quarterly / half yearly / annual financial statements, shareholding patterns and releases in downloadable format as a measure of added convenience.

(d) Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto.

The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report.

The Annual Report of the Company is also available on the website in a user-friendly and downloadable form.

(e) SEBI Complaints Redress System (SCORES): SCORES is a web based complaint redress system. Action Taken Reports (ATRs) on the investor complaint(s) are uploaded on the SCORES for online viewing by investors of actions taken on the complaint by the Company and its current status.

(f) BSE Corporate Compliance & Listing Centre (LISTING CENTRE) and National Stock Exchange of India Ltd. NEAPS (NSE Electronic Application Processing System): The Listing Centre of BSE and NEAPS of NSEare web based application designed by BSE and NSE for corporates respectively. All periodical compliance filings like shareholding pattern, corporate governance report, media releases etc. are also filed electronically on the ListingCentreandNEAPS.

dfm foods Limited46


BSE Monthly High and Lows

Month High (H) Low (H)

April'16 1,595.00 1,380.25

May'16 1,999.00 1,425.00

June'16 2,433.30 1,790.00

July'16 2,355.00 1,971.00

August'16 2,300.00 1,920.10

September'16 2,140.00 1,875.30

October'16 2,280.00 1,914.95

November'16 2,176.45 1,510.05

December'16 1,829.80 1,550.00

January'17 2,141.00 1,767.00

February'17 2,048.00 1,777.10

March'17 1,900.00 1,645.00

NSE Monthly High and Lows

Month High (H) Low (H)

January'17 2,144.95 1,725.00

February'17 2,013.50 1,745.00

March'17 1,959.00 1,641.55

Market Price data and stock performance in the last financial year:

Market Price data and stock performance in the last quarter of financial year:

(g) Designated Exclusive email-id: The Company has a designated email-id: [email protected] for investor servicing.

7. General Shareholder Information Company Registration Details

The Company is registered in the State of Delhi, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15311DL1993PLC052624.

Annual General Meeting

Day WednesdayDate 9th August, 2017Time 10.00 A.M.Venue Airforce Auditorium, Subroto Park, New Delhi – 110 010

Financial Calendar (tentative)

Financial Year : 1st April, 2017 to 31st March, 2018

Results for the quarter ending:

30th June, 2017 – First week of August, 2017

30th September, 2017 – First week of November, 2017

31st December, 2017 – First week of February, 2018

31st March, 2018 – Third week of May, 2018

Annual General Meeting – August, 2018

Date of Book ClosureSaturday, 22nd July, 2017 to Wednesday, 9th August, 2017 (both days inclusive).

Dividend Payment

Credit /dispatch between 10th August, 2017 and 22nd August, 2017 subject to the approval of shareholders.

Listing on Stock Exchange

BSELimited(BSE)Phiroze Jeejeebhoy Towers, Dalal Street, Fort,Mumbai - 400 001Scrip Code : 519588

NationalStockExchangeofIndiaLtd.(NSE)Plot C-1, G-Block, Bandra Kurla Complex, Bandra (East),Mumbai - 400051Symbol : DFMFOODSISIN : INE456C01012

Payment of Listing Fees: Annual listing fee for the year 2017-18 (as applicable) has been paid by the Company to BSE and NSE.

Payment of Depository Fees: Annual custody / Issuer fee for theyear2017-18toNSDLandCDSLwillbepaid.


(The Company’s shares were listed on NSE on 29th December, 2016. Therefore comparison of Stock performance vis-a-vis NIFTY has not been given).

0.00

Apr’ 16 May’ 16 Jun’ 16 Jul’ 16 Aug’ 16 Sep’ 16 Oct’ 16 Nov’ 16 Dec’ 16 Jan’ 17 Feb’ 17 Mar’ 17

500.00

1000.00

1500.00

2000.00

2500.00

Stock Performance vis-a-vis BSE Sensex

Com

pany

’s s

hare

pri

ce (

H)

BSE

Sens

ex

23000.00

24000.00

25000.00

26000.00

27000.00

28000.00

30000.00

29000.00

DFM Foods share price BSE Sensex

Registrar and Transfer Agent : M/s.MCSShareTransferAgentLtd. F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

Share transfer system : All the transfers and dematerialization received are processed and approved every fortnight.

Distribution of shareholding as on 31st March, 2017

Range (in shares) No. of shareholder No. of shares % to total capitalFrom To

0 500 6212 544085 5.44

501 1000 105 84277 0.84

1001 2000 66 96994 0.97

2001 3000 31 77390 0.77

3001 4000 25 89413 0.89

4001 5000 10 49583 0.50

5001 10000 25 168362 1.68

10001 and above 40 8891572 88.91

Total 6514 10001676 100.00

dfm foods Limited48


Sl. No.

Category No of shares held %

1 Shareholding of Promoter and Promoter Group 38,34,870 38.34

2 Public shareholding

A Institutions

(a) Mutual Funds 200 0.00

(b) Foreign Institutional Investor 16,42,803 16.43

Sub-Total (A) 16,43,003 16.43

B Non-institutions

(a) Bodies Corporates 71,150 0.71

(b) Individuals 27,74,354 27.74

(c) NRIs 1,81,348 1.81

(d) Foreign Companies 14,96,951 14.97

Sub-Total (B) 45,23,803 45.23

GRAND TOTAL 1,00,01,676 100.00

Shareholding pattern as on 31st March, 2017

Dematerialization of shares and liquidity : As on 31st March, 2017, 96.10% of the total paid-up equity shares of the Company have been dematerialized by the shareholders.

The number of beneficiaries as on 31st March, 2017 is 3213.

Duringtheyear14.92LakhssharesweretradedonBombayStockExchangewith a total value of H 272.51 Crores. Further, after listing of shares on 29th December,2016,0.39LakhssharesweretradedonNSEwithatotalvalueof H 7.14 Crores till 31st March, 2017.

Outstanding GDRs/ADRs/ warrants or any convertible instruments, Conversion date and likely impact on equity

: None issued/ outstanding

Commodity price risk or Foreign exchange risk and Hedging activities

: In order to mitigate the foreign exchange risk related to financing of imports, the Company enters into forward exchange contracts for the same.

Plant locations : The plants of the Company are located at:1. C - 40, Site III, Meerut Road Industrial Area, Ghaziabad(U.P.)-201003

2. Plot Nos. 49,50,53 & 54, Ecotech - I, Extn., Greater Noida, DisttGautamBudhNagar(U.P.)-201306

Address for correspondence : Shareholders correspondence may be addressed to:1.M/s.MCSShareTransferAgentLtd.F-65, 1st Floor,Okhla Industrial Area, Phase-I,New Delhi-110020

2. The Company SecretaryDFMFoodsLtd.8377, Roshanara Road,Delhi-110007

Transfer of unclaimed amounts to Investor Education and Protection Fund

The investors are advised to claim the un-encashed dividends lying in the unpaid dividend account of the Company as indicated in the Notes to the Notice and before the same becoming due for crediting to the Investor Education and Protection Fund.


8. Compliance Certificate of the AuditorsCertificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, confirming compliance with the conditions of Corporate Governance as stipulated in part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is attached to the Directors’ Report forming part of the Annual Report.

9. CEO and CFO CertificationThe Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) readwithpartBof Schedule II SEBI (ListingObligationsandDisclosure Requirements) Regulations, 2015. They also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

10. Profile of Board of DirectorsMr. Mohit Jain, Chairman & Managing Director

Mr. Mohit Jain has been the Managing Director of the Company since 28th February, 1994 and was also appointed as Chairman of the Company w.e.f. 27th January, 2014.

Mr. Mohit Jain is a promoter Director of the Company and the Chairman & Managing Director of the promoter Company The Delhi FlourMillsCo. Ltd.He joinedTheDelhi FlourMillsCo.Ltd.in1975andhasbeeninvolvedintheflourmillingindustrysince then. He had the pivotal role in establishing the snack food division of the Company in 1984 and has been involved in its development since then. He has intimate knowledge of both the flour milling and snack food industry.

Other Directorships:

Sl. No.

Name of the Company Designation

1. TheDelhiFlourMillsCo.Ltd. Chairman & Managing Director

2. DFMAgroLtd. Director

3. JainFarmsandIndustriesPvt.Ltd. Director

4. RaviMohitEnterprisesPvt.Ltd. Director

Membership of specified committees:

-NIL-

Disclosure of Relationship:

Mr. Mohit Jain is the father of Mr. Rohan Jain, Dy. Managing Director of the Company.

Shareholding:

He holds 1,70,725 shares of the Company as on 31st March, 2017.

Mr. Rohan Jain, Dy. Managing Director

Mr.RohanJainistheDy.ManagingDirectorofDFMFoodsLtd.He graduated with B.Sc. in Economics with concentration in FinancefromtheWhartonSchool,UniversityofPennsylvania,U.S.A.inMay,2005.

After completing his studies, he had joined the promoter CompanyTheDelhiFlourMillsCo.Ltd.asExecutiveAsstt.tothe Jt. Managing Director to assist him in the management of overall affairs of the Company. Further he had been providing assistance in managing the sales and marketing affairs of the snack food business of the Company since 2005. He has developed the necessary experience and expertise in this area and has played a major role in the growth and development of this business.

He has been the Executive Director of the Company since 1st June, 2009, and was redesignated as Dy. Managing Director w.e.f. 22nd January, 2015.

Other Directorships:Sl. No.


1. DFMAgroLtd. Director

2. JainFarmsandIndustriesPvt.Ltd. Director

Membership of specified Committees:

-NIL-


Mr. Rohan Jain is the son of Mr. Mohit Jain, Chairman & Managing Director of the Company.

Shareholding:

He holds 19,200 shares of the Company as on 31st March, 2017.

Mr. Pradeep Dinodia, Non-Executive Independent Director

Mr. Pradeep Dinodia is a fellow member of The Institute of Chartered Accountants of India and a Law graduate. He isChairman and Managing Partner in the Delhi based Chartered Accountants Firm M/s. S R Dinodia & Co. LLP. He hasconsiderable experience in corporate affairs and allied legal, accounting, finance and taxation matters. He is an expert in themattersofTaxLitigation,Accounting,SuccessionPlanning,Corporate Governance and co-authored a book “Transfer Pricing Demystified”. He is Director of large Public ListedCompanies such as Hero Motocorp Limited, DCM ShriramLimited, JKLakshmiCementLimited,ShriramPistons&RingsLimitedandalsoChairmanofAuditCommitteeofsomeoftheCompanies.

He has been on the Board of the Company since 8th March, 1994.

dfm foods Limited50




1. ShriramPistons&RingsLtd. Chairman / Director

2. DCMShriramLtd. Director

3. HeroMotoCorpLtd. Director

4. HeroCorporateServices(P)Ltd. Director

5. SPRInternationalAutoExportsLtd. Director

6. JKLakshmiCementLtd. Director

7. ShriRam Veritech Solutions Private Limited

Director

8. HeroFincorpLtd. Director

Membership of specified Committees:Sl. No.

Name of the Company

Name of the Committee

Designation

1. DCM Shriram Ltd.

Stakeholders’ Relationship Committee

Chairman

Audit Committee Chairman2. Hero MotoCorp

Ltd.Audit Committee Chairman

3. Hero Corporate ServicesPvt.Ltd.

Audit Committee Chairman

4. Shriram Pistons &RingsLtd.

Audit Committee Member


Member

5. Hero FinCorp Ltd.


Member

Audit Committee Member


Mr. Pradeep Dinodia is not related to any other Director(s) of the Company.

Shareholding:


Mr. S.C. Nanda, Non-Executive Independent Director

Mr. S.C. Nanda is a renowned Advocate with about 40 years of legal experience. In 1977, he joined Khaitan & Co., a renowned Solicitors Firm in Delhi and during his tenure handled the litigation work in the various High Courts and the Supreme Court. Subsequently he started doing more of non-litigation work including drafting of document, deeds, foreign collaborations, international business transaction, conveyancing, etc.

He has vast experience in matters pertaining to real estate and development of hotels, resorts, colonies and commercial establishments.

He has been on the Board since 8th March, 1994.



1. AchillesRetailVenturesPvt.Ltd. Director

2. TheDelhiFlourMillsCo.Ltd. Director


Name of the Company


Designation

1. The Delhi Flour MillsCo.Ltd

Audit Committee

Member


Mr. S.C. Nanda is not related to any other Director(s) of the Company.

Shareholding:


Mr. Mohit Satyanand, Non-Executive Independent Director

Mr. Mohit Satyanand is an entrepreneur and advisor. He started hiscareerwithHindustanLeverLtd.in1977andservedthemas an Area Sales Manager (Foods) till 1981. Then he joined TheDelhi FlourMillsCo. Ltd.,wherehewas instrumental inestablishing the snack food business - which is now owned by DFMFoodsLtd.He isa founderandChairmanofTeamworkArtsPvt.Ltd.Also,heisaPromoterDirectorofInlingua,NewDelhi, a leader in language training.

He now supports start-up companies through investment and mentoring.

He has been on the Board since 29th January, 2000.



1. TeamWorkFilmsPvt.Ltd. Director

2. AmritLearningLtd. Director

3. AmritCorp.Ltd. Director

4. AmritBanaspatiCompanyLtd. Director

5. MagicMountainRetreatPvt.Ltd. Director

6. TeamworkArtsPvt.Ltd. Chairman

7. MedhaviProfessionalServicesPvt.Ltd. Director

8. TransformativeLearningSolutionsPvt.Ltd.

Director

9. EaglePeakIntelPvt.Ltd. Additional Director

10. TeamworkLiveEntertainmentPvt.Ltd. Additional Director



Name of the Company


Designation

1. AmritCorp.Ltd. Audit Committee Member

Disclosure of Relationship:Mr. Mohit Satyanand is not related to any other Director(s) of the Company

Shareholding:He holds 50,200 shares of the Company as on 31st March, 2017.

Mr. Sandeep Singhal, Non-Executive DirectorMr. Sandeep is a Co-founder & Managing Director of WestBridge Capital India Advisors Private Limited. He waspreviously the Co-founder & Managing Director of Sequoia Capital IndiaAdvisorsPrivateLimited.HehasalsoworkedatThe Boston Consulting Group (BCG) where he advised several mid-market Indian companies on their product and market strategies. Prior to BCG, he worked with Hindustan LeverLimitedwherehewasinstrumentalinelevenproductlaunchesthat contributed significantly to the Company’s business.

He has served on the boards of several listed public Companies thatincludeDr.LalPathlabs,KajariaCeramicsLimited,JustDialLimited,eClerxServicesLimitedandledsignificantinvestmentsinInfoEdgeLimited,CeraSanitarywareLimitedandCeatLimited.He has also served on the boards of various private Companies that include Applabs Technologies (acquired by CSC), MarketRx Inc. (acquired by Cognizant), What’s on Media India (acquired by Tribune Digital Ventures), Nazara Technologies, Mauj Mobile, People Interactive (Shaadi.com), GVK Biosciences, Stovekraft, Strand Life Sciences, Just Dial Global, Celon Laboratories,Carzonrent India, Reametrix Inc. and led the investment in Interactive Avenues (acquired by IPG Mediabrands).

He has an MBA with distinction from IIM Ahmedabad, an MS inmolecularsimulationfromtheUniversityofIllinoiswherehewasawardedtheAbrahamLincolnFellowshipandaB.Tech.inChemical Engineering from IIT Delhi.

He has been on the Board since 30th January, 2014.



1. WestBridge Capital India Advisors Pvt.Ltd.

Managing Director

2. NazaraTechnologiesPvt.Ltd. Nominee Director

Membership of specified Committees:-NIL-

Disclosure of Relationship:Mr. Sandeep Singhal is not related to any other Director(s) of the Company.

Shareholding:HeholdsNILsharesoftheCompanyason31st March, 2017.

Ms. Hiroo Mirchandani, Non-Executive Independent Director

Ms. Hiroo Mirchandani has over 30 years of corporate experience in diverse sectors with focus on consumer goods and healthcare. She was Business Unit Director with P & Lresponsibility at Pfizer and has held Sales and Marketing roles at Dabur, World Gold Council and Asian Paints.

She now serves as an Independent Non-Executive Director on several Corporate Boards. These include Punjab National Bank,Nilkamal,TataTeleservices(Maharashtra)LtdandReligareHealthInsuranceCo.Ltd.

Ms. Mirchandani is a Chevening Gurukul Scholar from the LondonSchoolofEconomics.SheholdsanMBAinMarketingand Finance from the Faculty of Management Studies and a Commerce degree from Shri Ram College of Commerce, Delhi.

She has been on the Board since 30th March, 2015.



1. NilkamalLtd. Director

2. TataTeleservices(Maharashtra)Ltd. Director

3. Tata Communications Payment SolutionsLtd.

Director

4. ReligareHealthInsuranceCo.Ltd. Director

5. RootsCorporationLimited Director

6. Punjab National Bank Director


Name of the Company


Designation

1. Tata Communications Payment Solutions Limited

Audit Committee

Member

2. Tata Teleservices (Maharastra)Ltd

Audit Committee

Chairperson

3. Religare Health InsuranceCo.Ltd.

Audit Committee

Member

4. Roots Corporation Limited

Audit Committee

Member

Disclosure of Relationship:Ms. Hiroo Mirchandani is not related to any other Director(s) of the Company.

Shareholding:SheholdsNILsharesoftheCompanyason31st March, 2017.

dfm foods Limited52


Declaration by the Managing Director

It is hereby declared under Regulation 34(3) readwith Schedule V of SEBI (ListingObligations andDisclosure Requirements)Regulations, 2015 that all the Board members and senior management personnel have complied with the Code of conduct laid down by the Board.

Further, they have affirmed compliance with the said code of conduct as on 31st March, 2017.

Place: New Delhi Mohit JainDate : 25th May, 2017 Managing Director

CEO / CFO Certification

As requiredunderRegulation17(8) readwithpart Bof Schedule II of SEBI (ListingObligations andDisclosureRequirements)Regulations, 2015, we have certified to the Board that for the Financial Year ended 31st March, 2017, the Company has complied with the requirements of the said sub-clause.

Place: New Delhi Davinder Dogra Mohit Jain Date : 25th May, 2017 Chief Financial Officer Managing Director


Independent Auditor’s Certificate on Corporate Governance

To the Members of DFM Foods Ltd.

1. This certificate is issued in accordance with the terms of our engagement letter dated 5th August, 2016.

2. We,DeloitteHaskins&Sells,CharteredAccountants,theStatutoryAuditorsofDFMFoodsLimited(“theCompany”),haveexamined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March 2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Securities and ExchangeBoardofIndia(SEBI)(ListingObligationsandDisclosureRequirements)Regulations,2015(theListingRegulations).

Managements’ Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of theCorporateGovernancestipulatedinListingRegulations.

Auditor’s Responsibility

4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

5. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of theListingRegulationsduringtheyearended31st March, 2017.

9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Deloitte Haskins & Sells Chartered Accountants (Firm‘s Regn. No.015125N)

Place : New Delhi Vijay AgarwalDate : 25th May, 2017 Partner

M.No.094468

dfm foods Limited54


Independent Auditor’s Report

TO THE MEMBERS OF DFM FOODS LTD.

Report on the Financial StatementsWe have audited the accompanying financial statements of DFM FOODS LTD. (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements 1. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.


b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the Directors as on 31st March, 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2017 from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended,in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 29 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses- Refer Note 38 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in the financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the CARO 2016”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells Chartered Accountants(Firm’s Registration No. 015125N)

Vijay AgarwalPartner(Membership No. 094468)

Place: New DelhiDate: 25th May, 2017

dfm foods Limited56


Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of DFM FOODS LIMITED (“the Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial ReportingA Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Deloitte Haskins & SellsChartered Accountants(Firm‘s Registration No. 015125N)



dfm foods Limited58


Annexure B to the Independent Auditor’s Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered transfer deed provided to us, we report that, the title deed, comprising the immovable property of land, are held in the name of the Company as at the balance sheet date. Further, title deed/ lease agreements of all the immovable properties of land and buildings (including leasehold other than the leasehold land acquired during the year) have been mortgaged as security for term loans based on the confirmations directly received by us from banks. In respect of immovable properties of land that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provide guarantees under Section 185 and Section 186 of the Companies Act, 2013 and hence reporting under clause (iv) of the CARO 2016 is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year under Section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and other material statutory dues applicable to it to the appropriate authorities. We are informed that Cess is not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and other material statutory dues in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty and Excise Duty which have not been deposited as on 31st March, 2017 on account of disputes. Detail of dues of Value Added Tax which have not been deposited as on 31st March, 2017 on account of dispute is given below:

Name of Statute Nature of the Dues Forum where Dispute is Pending

Period to which the amount relates

Amount involved

(H in Lakhs)

West Bengal Value Added Tax Act, 2003

Entry Tax High Court (F.Y.) 2015-16, 2016-17

24


The following matter has been decided in favor of the Company, although the department has preferred appeals at higher levels:

Name of Statute Nature of the Dues Forum where Dispute is Pending

Period to which the amount relates

Amount involved (H in Lakhs)

Central Excise Act, 1944 Excise Duty Custom, Excise and Service Tax Appellate Tribunal

(F.Y.) 2007-08 to 2016-17

11,719#

# The amount mentioned as per demand order including interest wherever indicated in the Order, also refer Note 29(i) to the financial statements.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks or Government. The Company has not taken any loans or borrowings from financial institutions or has not issued any debentures.

(ix) The Company has not raised moneys by way of further public offer (including debt instruments). Further, in our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under Clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under Clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with him and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & SellsChartered Accountants(Firm’s Registration No. 015125N)



dfm foods Limited60


(H in Lakhs)

Particulars Note No.

As at 31st March, 2017


I. EQUITY AND LIABILITIES 1. Shareholders’ funds (a) Share capital 3 1,000 1,000 (b) Reserves and surplus 4 7,076 5,484 8,076 6,484 2. Non-current liabilities (a) Long-term borrowings 5 7,569 4,120 (b) Deferred tax liabilities (net) 6 1,427 935 (c) Other long-term liabilities 7 736 767 (d) Long-term provisions 8 208 165 9,940 5,987 3. Current liabilities (a) Short-term borrowings 9 1,039 369 (b) Trade payables 10 (i) Total outstanding dues of micro enterprises and small

enterprises 327 318

(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

3,573 2,910

(c) Other current liabilities 11 2,803 2,088 (d) Short-term provisions 12 64 939 7,806 6,624 TOTAL 25,822 19,095 II. ASSETS 1. Non-current assets (a) Fixed assets (i) Tangible assets - Property, plant and equipments 13 17,810 11,178 (ii) Intangible assets 13 7 9 (iii) Capital work - in - progress 13 44 65 (b) Long - term loans and advances 14 620 313 (c) Other non - current assets 15 803 311 19,284 11,876 2. Current assets (a) Current investments 16 4,231 4,231 (b) Inventories 17 1,913 1,503 (c) Trade receivables 18 2 1 (d) Cash and cash equivalents 19 176 1,279 (e) Short-term loans and advances 20 105 89 (f) Other current assets 21 111 116 6,538 7,219 TOTAL 25,822 19,095 See accompanying notes forming part of the financial statements 1 - 43

BALANCE SHEET AS AT 31st MARCH, 2017

In terms of our report attached For and on behalf of the Board of Directors

For Deloitte Haskins & Sells Mohit Jain Rohan Jain Chartered Accountants Chairman and Managing Director Dy. Managing Director DIN 00079452 DIN 02644896

Vijay Agarwal Rajiv Bhambri Raju Singh Tomer Partner Group Chief Financial Officer Company Secretary Membership No. 094468

Place : New Delhi Place : New Delhi Davinder Dogra Date : 25th May, 2017 Date :25th May, 2017 Chief Financial Officer


(H in Lakhs)

Particulars Note No.



1. Revenue from operations 22 34,489 38,951

2. Other income 23 47 165

3. Total revenue (1+2) 34,536 39,116

4. Expenses

(a) Cost of materials consumed 24 20,880 23,834

(b) Changes in inventory of finished goods 25 (48) (30)

(c) Employee benefits expense 26 3,495 3,331

(d) Finance costs 27 628 567

(e) Depreciation and amortisation expense 13 729 657

(f) Other expenses 28 6,738 7,107

Total expenses 32,422 35,466

5. Profit before tax (3-4) 2,114 3,650

6. Tax expense:

(a) Current tax expense 455 960

(b) (Less): MAT credit (420) -

(c) Deferred tax charge 492 186

Net tax expense 527 1,146

7. Profit for the year (5-6) 1,587 2,504

8. Earning per equity share (face value H10/- each)

(a) Basic 31 15.87 25.04

(b) Diluted 31 15.86 25.03

See accompanying notes forming part of the financial statements 1 - 43

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017




Place : New Delhi Place : New Delhi Davinder Dogra Date : 25th May, 2017 Date : 25th May, 2017 Chief Financial Officer

dfm foods Limited62


(H in Lakhs)

Particulars Year ended 31st March, 2017


A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation 2,114 3,650

Adjustments for:

Depreciation and amortization expense 729 657

Profit on sale of fixed assets (net) (6) (13)

Profit on sale of current investments (net) - (63)

Expense on employee stock option (ESOP) scheme 5 9

Interest on bank deposits (29) (72)

Interest expense 457 494

Premium on forward exchange contract 131 35

Bank charges 40 38

Operating profit before working capital changes 3,441 4,735

Adjustment for changes in working capital:

Increase / (Decrease) in trade payables 672 1,794

Increase / (Decrease) in short - term provisions (200) 146

Increase / (Decrease) in long - term provisions 43 78

Increase / (Decrease) in other current liabilities 49 (310)

Increase / (Decrease) in other long - term liabilities (31) 1

(Increase) / Decrease in trade receivables (1) 2

(Increase) / Decrease in inventories (410) 322

(Increase) / Decrease in long - term loans and advances (29) (7)

(Increase) / Decrease in short - term loans and advances (16) (7)

(Increase) / Decrease in other current assets 30 (61)

Cash generated from operations 3,548 6,693

Taxes paid (net of refunds) (567) (829)

Net cash flow from operating activities 2,981 5,864

B. CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditure on fixed assets including capital advances (net of capital creditors) (6,998) (3,196)

Proceeds from sale of fixed assets 43 49

Bank deposits not considered as cash and cash equivalents - (placed) / matured 440 (1,227)

Bank balances not considered as cash and cash equivalents - Unpaid Dividend (9) (5)

Purchase of current investments - (3,312)

Sale proceeds of current investment - 2,223

Sale proceeds of non current investment - 2

Interest received 64 25

Net cash flow used in investing activities (6,460) (5,441)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2017


(H in Lakhs)



C. CASH FLOW FROM FINANCING ACTIVITIES

Dividends paid (500) (250)

Payment of dividend distribution Tax (102) (51)

Interest paid (656) (468)

Bank charges paid (40) (38)

Net increase / (decrease) in working capital 670 (745)

Proceeds from long - term borrowings 5,970 2,514

Repayment of long - term borrowings (2,043) (1,128)

Net cash flow from / (used) in Financing Activities 3,299 (166)

Net increase / (decrease) in cash and cash equivalents (180) 256

Cash and Cash equivalents at the beginning of the year 308 52

Cash and Cash equivalents at the end of the year (Refer Note 19) 128 308

Net increase / (decrease) in cash and cash equivalents (180) 256

See accompanying notes forming part of the financial statements 1 - 43

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2017




Place : New Delhi Place : New Delhi Davinder Dogra Date : 25th May, 2017 Date : 25th May, 2017 Chief Financial Officer

dfm foods Limited64


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

DFM FOODS LIMITED (‘the Company’) is a public limited company incorporated under the provisions of the Companies Act, 1956 on 17th March, 1993. The shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Limited (NSE). The Company is engaged in manufacturing and sale of Snack Foods. The Company has manufacturing facilities in Greater Noida and Ghaziabad and sell its products under the brand name “CRAX” and “NATKHAT”.

1 Corporate Information

2 Significant accounting policies

2.1. Basis of accounting and preparation of financial statements The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting

Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2. Use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

2.3. Fixed assets (Tangible / Intangible) Fixed assets are carried at cost less accumulated depreciation/ amortization and impairment losses, if any. The cost of fixed

assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets.

Subsequent expenditures related to an item of fixed asset are added to its book value only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. Losses arising from the retirement of and gains or losses arising from the disposal of fixed assets are recognized in the Statement of Profit and Loss.

Capital work-in-progress: Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

2.4. Depreciation and amortization Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on the estimated usage of the asset and past history of replacement etc.:

Assets Useful life Vehicles 5 years

Leasehold land is amortized over the duration of the lease.

Intangible assets are amortized over their estimated useful life on straight - line method as follows:

Assets Useful life Trade Mark 10 years Computer software 3 years

The estimated useful life of the tangible fixed assets and intangible assets and the amortization period are reviewed at the end of each financial year.

2.5. Impairment of Assets The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. An asset

is treated as impaired when the carrying cost of assets exceeds its recoverable value. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present



value based on an appropriate discount factor. An impairment loss is charged to the Statement of Profit and Loss in the year in which the asset is identified as impaired. When there is indication that an impairment loss recognized for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognized in the Statement of Profit and Loss.

2.6. Investments Current investments are carried individually at lower of cost and fair value, computed category wise.

2.7. Cash and cash equivalents Cash and cash equivalents for the purposes of Cash Flow Statement comprises cash on hand, demand deposits with banks

and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.8. Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information

2.9. Inventories Inventories are valued at the lower of cost and the net realizable value after providing for obsolescence and other losses,

where considered necessary. The basis of determining cost for various categories of inventories, are as follows:

1. Raw Material : At material cost on weighted average basis 2. Finished goods : Cost of Raw Materials plus apportioned direct expenses 3. Stores and Spares : Weighted average cost

2.10. Revenue recognition Sale of goods : Revenue from sales of goods is recognized when all the substantial risks and rewards of ownership of the

goods have been passed to the buyer and are recognized net of claims. The Company collects value added taxes on behalf of the government and these taxes are not economic benefits flowing to the Company and as such these taxes are excluded from revenue.

Interest : Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Other Income” in the Statement of Profit and Loss.

Dividends : Dividend income is recognized when the right to receive dividend is established.

2.11. Borrowing costs Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency

borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.12. Employee benefits Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.

(i) Defined contribution plans : The Company’s contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees. Provident fund contributions are made to a Trust administered by the promoter Company.

(ii) Defined benefit plans : The Company provides for gratuity fund under a defined benefit plan for all employees. The gratuity fund is covered through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The gratuity fund provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognized in the Statement of Profit and Loss in the period in which they

dfm foods Limited66


occur. The retirement benefit obligation recognized in the Balance Sheet represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the schemes.

(iii) Short-term employee benefits : The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under:

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

(iv) Long-term employee benefits : Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

(v) Employee share based payments: The Company has constituted an DFM Foods Employee Stock Option Plan - 2014. Employee Stock Options granted are accounted under the ‘Intrinsic Value Method’ stated in the Guidance Note on Employee Share Based Payments issued by the Institute of Chartered Accountants of India.

2.13. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the Lessor are classified as

operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss.

2.14. Earning Per Share Basic earnings per share is computed by dividing the net profit or loss after tax for the year as by the weighted average

number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the net profit or loss after tax for the year as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares by the weighted average number of equity shares outstanding during the year is adjusted for giving dilutive effect of the outstanding stock options for the respective periods.

2.15. Provision for current and deferred tax Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions

of the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period i.e. the period for which the MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on “Accounting for credit available in respect of Minimum Alternative Tax under The Income Tax Act, 1961”, the said asset is created by way of credit to the Statement of Profit and Loss account and shown as “MAT Credit Entitlement”. The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal income tax during the specified period.

Deferred tax resulting from “timing differences” between taxable and accounting income is accounted for using the tax rates and laws that are enacted as on the Balance Sheet date. Deferred tax liabilities are recognised for all timing differences. Deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future.

Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

2.16. Foreign currency transactions

Initial recognition Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date

of the transaction or at rates that closely approximate the rate at the date of the transaction.




Measurement at the balance sheet date Foreign currency monetary items of the Company outstanding at the Balance Sheet date are restated at the year - end rates.

Treatment of exchange differences Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company

are recognized as income or expense in the Statement of Profit and Loss.

Accounting for forward contracts Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortized

over the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date. Any profit or loss arising on cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

2.17. Provisions and contingent liabilities Provisions are recognized when there is present obligation as a result of past events and it is probable that there will be an

outflow of resources. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non - occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

2.18. Operating cycle Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their

realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

3 Share Capital

Particulars As at 31st March, 2017 As at 31st March, 2016 Number of

Shares H in Lakhs Number of

Shares H in Lakhs

(a) Authorised

Equity shares of H 10/- each (with voting rights) 1,30,00,000 1,300 1,30,00,000 1,300

10% Cumulative convertible preference shares of H 10/- each

20,00,000 200 20,00,000 200

1,500 1,500

(b) Issued, Subscribed and Paid up#

Equity shares of H 10/- each (with voting rights) fully paid up#

1,00,01,676 1,000 1,00,01,676 1,000

Total 1,000 1,000

Particulars Equity Share Capital Equity Share Capital

As at 31st March, 2017 As at 31st March, 2016

Number of

shares

H in Lakhs Number of

shares

H in Lakhs

Opening balance 1,00,01,676 1,000 1,00,01,676 1,000

Issued during the year - - - -

Closing balance 1,00,01,676 1,000 1,00,01,676 1,000

#Refer to Note (i) to (iv) below

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:

dfm foods Limited68



(ii) Rights, preferences and restrictions attached to the equity shareholders:

The Company has one class of equity shares having a par value of H 10/- per share. Each shareholder is eligible for one vote per share held. In the event

of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in

proportion to their shareholding.

Name of Shareholder As at 31st March, 2017 As at 31st March, 2016

No. of

shares held

% Holding No. of

shares held

% Holding

The Delhi Flour Mills Co. Ltd. 32,61,676 32.61 37,11,676 37.11

West Bridge Crossover Fund, LLC 14,95,251 14.95 14,95,251 14.95

Jwalamukhi Investment Holdings 9,95,166 9.95 9,95,166 9.95

Mr. Man Mohan Singh 9,72,517 9.72 9,87,400 9.87

Mrs. Surekha Jain 3,76,869 3.77 5,10,869 5.11

(H in Lakhs)

Particulars As at 31st March, 2017


A. General reserve Opening balance 3,314 3,064 Add: Transferred from surplus in Statement of Profit and Loss - 250 Closing balance 3,314 3,314 B. Securities premium reserve Opening balance 26 26 Addition during the year - - Closing balance 26 26

C. Share Options Outstanding account Opening balance 9 - Amount recorded on grant during the year 5 9 Closing balance 14 9 D. Surplus in Statement of Profit and Loss Opening balance 2,135 483 Add: Profit for the year 1,587 2,504 Less: - Dividend proposed to be distributed to equity shareholders

[H Nil per share (Previous year H 5/- per share) - Refer Note 42] - 500

- Tax on dividend - 102 - Transferred to general reserve - 250 Closing Balance 3,722 2,135 Total (A+B+C+D) 7,076 5,484

(H in Lakhs)



a) Term loans - secured From banks 7,028 3,887 From other party 541 233 Total 7,569 4,120

(iii) Details of shares held by each shareholder holding more than 5% shares:

(iv) Details of employee share based payments - Refer note 39

4 Reserves and surplus

5 Long-term borrowings#



Notes: (i) Details of nature of security and terms of repayment

# Refer notes below for nature of security and terms of repayment of borrowings, including current maturities of long term debts. Also refer note 11.

Nature of security Terms of repayment

1. Term loan from bank amounting to H 633 Lakhs (31st March, 2016 H 1,508 Lakhs) are secured by hypothecation of all tangible fixed assets including plant and machinery, present as well as future, and equitable mortgage of lease hold property located at Plot No. 49, 50, 53 & 54 Ecotech – I Extension, Greater Noida (U.P.)

Repayable in 22 equal quarterly instalments, with first instalment commencing on 30th September, 2012. Interest paid on monthly rest. Due within 1 year H 633 Lakhs (Previous year H 846 Lakhs)

2. Term loan from bank amounting to H 126 Lakhs (31st March, 2016 H 214 Lakhs) are secured by:

a) Pari Passu Equitable mortgage on land and building at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari Passu Hypothecation charge on building, plant and machinery and other fixed assets at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

c) Collateral security of land and building at XII, 8380/1-4A (Part), Flour Mills Road, Roshanara Road, Delhi - 110007

Repayable in 20 quarterly instalments, with first instalment commencing on 31st July, 2013. Interest paid on monthly rest. Due within 1 year H 100 Lakhs (Previous year H 88 Lakhs)


a) Pari Passu Equitable mortgage on land and building at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari Passu hypothecation charge on building, plant and machinery and other fixed assets at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

Repayable in 14 quarterly instalments, with first instalment commencing on 31st March, 2015. Interest paid on monthly rest. Due within 1 year H 104 Lakhs (Previous year H 88 Lakhs)


a) Pari Passu hypothecation Charge on the Industrial Project assets including plant and machinery, present and future located at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari Passu Equitable mortgage on land and building at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

Repayable in 24 quarterly instalments, with first instalment to be commenced from 1st October, 2015. Interest paid on monthly rest. Due within 1 year H 102 Lakhs (Previous year H 93 Lakhs)


a) Exclusive charge on the assets financed through this Term Loan.

b) Pari Passu Equitable mortgage on land and building at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

Repayable in 28 quarterly instalments, with first instalment to be commenced from 1st April 2016. Interest paid on monthly rest. Due within 1 year H 24 Lakhs (Previous year H 16 Lakhs)

6. Term loan from bank amounting to H 2,084 Lakhs (31st March, 2016 H 2,112 Lakhs) are secured by:

a) Exclusive Hypothecation charge over new line industrial assets incl., Plant & Machinery / other assets located at Plot No. 49,50,53& 54 Ecotech Extension –I, Greater Noida, Gautam Budh Nagar (U.P.) to be created out of this Term Loan.

b) Include H 898 Lakhs (Previous year H 941 Lakhs) buyers credit loan taken by the Company. These buyer credit loan would be repaid out of term loan sanctioned by the Indian Bank.

Repayable in 27 equal quarterly instalments, with first instalment to be commenced from 30th June, 2017. Interest paid on monthly rest. Due within 1 year H 274 Lakhs (Previous year H Nil)

7. Term loan from bank amounting to H 1,519 Lakhs (31st March, 2016 H Nil) are secured by:

a) Pari Passu equitable mortgage on additional building constructed on the leasehold land at Plot No. 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari Passu hypothecation charge over Plant & Machinery / other assets to be purchased out of this Term Loan.

c) Pari Passu charge by way of equitable mortgage of leasehold industrial property bearing No. 49, 50, 53 & 54, Ecotech Extension -1, Greater Noida (UP).

Repayable in 32 quarterly instalments, with first instalment to be commenced from 30th June, 2018. Interest paid on monthly rest. Due within 1 year H Nil (Previous year H Nil)

dfm foods Limited70



(H in Lakhs)



Tax effect of items constituting deferred tax liabilities - On difference between book balance and tax balance of fixed assets 1,500 1,002

Less: Tax effect of items constituting deferred tax assets - Provision for compensated absences and gratuity 73 67

Deferred tax liability (Net) 1,427 935

(H in Lakhs)



Security deposits 736 767

Total 736 767

(H in Lakhs)



Provision for employee benefits: - Compensated absences 184 141 - Gratuity 24 24

Total 208 165

6 Deferred tax liabilities (net)

7 Other long-term liabilities

8 Long-term provisions

(ii) Term loans from banks are also guaranteed by Chairman and Managing Director.

Nature of security Terms of repayment

8. Term loan from bank amounting to H 2,840 Lakhs (31st March, 2016 H Nil) are secured by:

a) Pari Passu charge by way of equitable mortgage of leasehold industrial property bearing No. 49, 50, 53 & 54, Ecotech Extension -1, Greater Noida (UP) and property No. C - 40, Site - III, Meerut Road Industrial Area, Ghaziabad (UP) and freehold property No. XII, 8380/4 measuring 201 sq yard consisting of shops and back portion situated at The Delhi Flour Mills Company Limited, Roshanara Road, Delhi - 07.

b) Pari Passu hypothecation charge over industrial project assets including Plant & Machinery present as well as future located at Plot No. 49, 50, 53 & 54, Ecotech Extension -1, Greater Noida (UP) and plot No. C - 40, Site -3, Meerut Road, Industrial Area, Ghaziabad (UP).

c) Pari Passu charge over entire present and future current assets.

d) Include H 1,560 Lakhs (Previous year H Nil) buyers credit loan taken by the Company. These buyer credit loan would be repaid out of term loan sanctioned by the Indian Bank.

Repayable in 32 quarterly instalments, with first instalment to be commenced from 30th June, 2018. Interest paid on monthly rest. Due within 1 year H Nil (Previous year H Nil)

9. Interest free term loan from The Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP) amounting to H 233 Lakhs (31st March, 2016 H 233 Lakhs) are secured by bank guarantee in the form of fixed deposit equivalent to 10% loan amount.

Repayable in 1 instalment after seven years from the date of disbursement i.e. 15th June, 2022.

10. Interest free term loan from The Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP) amounting to H 308 Lakhs (31st March, 2016 H Nil) are secured by bank guarantee in the form of fixed deposit equivalent to 10% loan amount.

Repayable in 1 instalment after seven years from the date of disbursement i.e. 15th June, 2023.

11. Vehicle Loan amounting to H 295 Lakhs (31st March, 2016 H 143 Lakhs) secured by hypothecation of vehicles.

Repayable in 36 monthly instalments commencing from the date of purchase. Due within 1 year H 133 Lakhs (Previous year H 57 Lakhs)



(H in Lakhs)



Loans repayable on demand - secured# 1,039 369

Total 1,039 369

(H in Lakhs)



Other than acceptances

- Total outstanding dues of micro enterprises and small enterprises (Refer note below)

327 318

- Total outstanding dues of creditors other than micro enterprises and small enterprises

3,573 2,910

Total 3,900 3,228

Particulars As at

31st March, 2017

As at

31st March, 2016

1. Principal amount due and remaining unpaid - -

2. Interest due on above & the unpaid interest - -

3. Interest paid - -

4. Payment made beyond the appointed day during the year - -

5. Interest due & payable for the period of a day - -

6. Interest accrued & remaining unpaid - -

7. Amount of further interest remaining due and payable in succeeding years - -

9 Short-term borrowings

10 Trade payables

# Working capital loan from banks are secured by hypothecation of inventories and book debts.

Note:

Dues to Micro and Small enterprises have been determined to the extent such parties have been identifying on the basis of information collected by the management. This has been relied upon by the auditors.

(H in Lakhs)



(a) Current maturities of long-term debt - Term loans 1,370 1,188 (b) Interest accrued but not due on borrowings 36 44 (c) Advance from customers 382 415 (d) Statutory dues 167 159 (e) Creditors for capital goods 284 88 (f) Unclaimed dividend 48 39 (g) Security deposits 61 47 (h) Employee benefits payable 151 100 (i) Payable on foreign exchange forward contracts 304 8

Closing Balance 2,803 2,088

11 Other current liabilities

Notes: (i) There are no amounts due for payment to the Investor Education and Protection Fund as at the year end. Further, in respect of the amount required to be transferred during the year, there has been no delay in transferring the amount to the Investor Education and Protection Fund.

dfm foods Limited72



(H in Lakhs)



(a) Provision for employees benefits:

- Commission to Directors 35 234

- Compensated absences 16 26

- Gratuity 3 4

(b) Other provisions:

- Proposed dividend - 500

- Tax on proposed dividend - 102

- Provision for tax [net of advance tax H Nil (as at 31st March, 2016 H 1,699 Lakhs)] - 73

- Other 10 -

Total 64 939

(H in Lakhs)

Particulars GROSS BLOCK DEPRECIATION NET BLOCK

Balance as at 31st March, 2016

Additions Deletions Balance as at 31st March, 2017

Balance as at 31st March, 2016

For the year

Eliminated on deletion

Balance as at 31st

March, 2017

Balance as at 31st

March, 2017

Balance as at 31st

March, 2016

(a) Tangible Assets - Property, Plant and Equipments

Leasehold lands 906 1,123 - 2,029 59 14 - 73 1,956 847

Freehold land 118 - - 118 - - - - 118 118

Leasehold Improvement 27 - - 27 27 - - 27 - -

Buildings 3,362 1,597 - 4,959 516 128 - 644 4,315 2,846

Plant and Machineries 8,512 4,330 26 12,816 1,639 427 11 2,055 10,761 6,873

Furniture and fixtures 280 12 - 292 107 35 - 142 150 173

Office equipments 99 7 - 106 80 7 - 87 19 19

Computers 88 32 4 116 70 12 3 79 37 18

Vehicles 426 293 135 584 142 102 114 130 454 284

Sub Total (a) 13,818 7,394 165 21,047 2,640 725 128 3,237 17,810 11,178

(b) Intangible assets

Trade marks 243 - - 243 243 - - 243 - -

Computer softwares 24 2 - 26 15 4 - 19 7 9

Sub Total (b) 267 2 - 269 258 4 - 262 7 9

(c) Capital work in progress

- - - - - - - - 44 65

Sub Total (c) - - - - - - - - 44 65

Total (a+b+c) 14,085 7,396 165 21,316 2,898 729 128 3,499 17,861 11,252

12 Short-term provisions

13 Fixed assets#

# All the above assets are owned assets except leasehold land.



(H in Lakhs)

Particulars GROSS BLOCK ACCUMULATED DEPRECIATION/AMORTISATION

NET BLOCK

Balance as at 31st

March, 2015

Additions Deletions Balance as at 31st

March, 2016

Balance as at 31st

March, 2015

For the year @

Eliminated on deletion

Balance as at 31st

March, 2016

Balance as at 31st

March, 2016

(a) Tangible Assets - Property, Plant and Equipments

Leasehold lands 906 - - 906 49 10 - 59 847

Freehold land 118 - - 118 - - - - 118

Leasehold Improvements 10 17 - 27 2 25 - 27 -

Buildings 3,297 65 - 3,362 392 124 - 516 2,846

Plant and Machineries 5,798 2,734 20 8,512 1,280 376 17 1,639 6,873

Furniture and fixtures 269 11 - 280 77 30 - 107 173

Office equipments 94 5 - 99 73 7 - 80 19

Computers 85 4 1 88 59 12 1 70 18

Vehicles 342 214 130 426 169 70 97 142 284

Sub Total (a) 10,919 3,050 151 13,818 2,101 654 115 2,640 11,178

(b) Intangible assets

Trade marks 243 - - 243 243 - - 243 -

Computer softwares 16 8 - 24 12 3 - 15 9

Sub Total (b) 259 8 - 267 255 3 - 258 9

(c) Capital work in progress

- - - - - - - - 65

Sub Total (c) - - - - - - - - 65

Total (a+b+c) 11,178 3,058 151 14,085 2,356 657 115 2,898 11,252

13 Fixed assets continued #

(H in Lakhs)



Security deposits # 145 119

Advance for capital goods 11 192

Balances with government authorities

- VAT Credit Receivable 5 2

Advance tax [Net of provision for tax H 1,954 Lakhs (as at 31st March, 2016 H Nil)] 39 -

MAT credit entitlement 420 -

Total 620 313

14 Long - term loans and advances (Unsecured, considered good)

# All the above assets are owned assets except leasehold land.

# Includes H 42 Lakhs (Previous year H 42 Lakhs) recoverable from related party - Refer note 32

dfm foods Limited74



(H in Lakhs)



Bank deposits held as margin money# 803 311

Total 803 311

15 Other non - current assets

# Includes H 16 Lakhs (Previous year H 16 Lakhs) pledged with Sales tax and Custom authority.

(H in Lakhs)

Particulars As at 31st March, 2017 As at 31st March, 2016Face value (per unit)

No. of units

Amount Face value (per unit)

No. of units

Amount

Mutual Funds - Debt

(a) Kotak Income opportunities - Growth 10 39,86,644 610 10 39,86,644 610

(b) Kotak Medium Term Fund - Growth 10 27,71,747 300 10 27,71,747 300

(c) Reliance Regular Savings Fund Debt Plan- Growth 10 16,30,266 300 10 16,30,266 300

(d) Franklin India Short Term Income Retail - Growth 1,000 5,765 160 1,000 5,765 160

(e) Birla Sun Life Medium Term - Growth 10 30,17,800 550 10 30,17,800 550

(f) ICICI Pru Regular Income - Growth 10 34,10,129 500 10 34,10,129 500

(g) UTI Income Opportunities - Growth 10 42,31,517 561 10 42,31,517 561

(h) DHFL Pramerica Credit Opportunities Fund - Growth 10 39,01,881 450 10 39,01,881 450

(i) HDFC Short Term Plan-Growth 10 13,72,825 400 10 13,72,825 400

(j) L&T Income Opportunities-Growth 10 23,98,254 400 10 23,98,254 400

Total 4,231 4,231

Aggregate market value - quoted 4,853 4,418

Aggregate book value - quoted 4,231 4,231

16 Current investments (Current) (Quoted, at cost and fair value, whichever is lower)

*At cost or net realizable value, whichever is lower.

(H in Lakhs)



Raw materials 1,266 940

Finished goods 505 457

Stores and spares 142 106

Total 1,913 1,503

17 Inventories*



(H in Lakhs)



Outstanding for a period not exceeding six months from the date they were due for payment

2 1

Total 2 1

(H in Lakhs)



A. Cash and cash equivalents

(a) Cash on hand 12 8

(b) Bank balances:

- In current accounts 116 67

- In deposit accounts - 233

Total - Cash and cash equivalents (As per AS - 3 Cash Flow Statements) 128 308

B. Other bank balances:

(a) In deposit accounts (original maturity more than 3 months) - 932

(b) In earmarked accounts

- Unpaid dividends 48 39

Total - Other bank balances 48 971

Total (A+B) 176 1,279

18 Trade Receivables (Unsecured considered good, unless otherwise stated)

19 Cash and cash equivalents

(H in Lakhs)



Balances with government authorities

- VAT credit receivable 4 4

Prepaid expenses 82 68

Other loans and advances 19 17

Total 105 89

20 Short-term loans and advances (Unsecured considered good, unless otherwise stated)

(H in Lakhs)



Accruals

- Interest accrued but not due on fixed deposits 17 52

Advance to vendors - 30

Premium on foreign forward exchange cover 94 34

Total 111 116

21 Other current assets

dfm foods Limited76



(H in Lakhs)



(a) Sale of manufactured food products 34,430 38,895

(b) Other operating revenue

- Scrap Sales 59 56

Total 34,489 38,951

(H in Lakhs)



Interest on bank deposits 29 72

Profit on sale of current investments (net) - 63

Profit on sale of fixed assets (net) 6 13

Miscellaneous income 12 17

Total 47 165

22 Revenue from operations

23 Other income

(H in Lakhs)



Raw material consumed

Opening stock 940 1,176

Add : Purchase of raw material 21,206 23,598

22,146 24,774

Less : Closing Stock 1,266 940

Net consumption [refer note (a) below] 20,880 23,834

(a) Raw material consumed comprises:

Refined Oil 2,395 2,270

Laminates 4,991 6,022

Toys 5,390 6,520

Others 8,104 9,022

24 Cost of material consumed

(H in Lakhs)



Stock at the beginning of the year 457 427 Less: Stock at the end of the year (505) (457)(Increase) / Decrease in stock (48) (30)

25 Changes in inventory of finished goods



(H in Lakhs)



Salaries and wages 3,225 3,118

Expense on employee stock option (ESOP) scheme (Refer Note 39) 5 9

Contribution to provident and other funds [Refer Note (a) below] 154 123

Contribution to Gratuity fund [Refer Note (b) below] 73 44

Workmen and staff welfare expenses 38 37

Total 3,495 3,331

26 Employee benefit expenses

Note:

a) Defined contribution plans The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes, the Company

is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined contribution schemes. The Company recognized H 136 Lakhs (31st March, 2016 H 108 Lakhs) as provident fund and H 18 Lakhs (31st March, 2016 H 15 Lakhs) as employees’ state insurance plan during the year as expense towards contribution to these plans.

b) Defined benefit plans

Gratuity scheme The amount of gratuity has been computed based on respective employee’s salary and the years of employment with the Company. Gratuity has been

accrued based on actuarial valuation as at the Balance Sheet date, carried out by an independent actuary. The amount is funded through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The Company is contributing to trusts towards the payment of premium of such group gratuity schemes.

Compensated absences Compensated absences represent earned leaves. Long term compensated absences have been provided on accrual basis based on year end actuarial

valuation and short term compensated absences on actual basis.

(H in Lakhs)

Particulars As at 31st March, 2017 As at 31st March, 2016Gratuity

Scheme#

Compensated absences

Gratuity Scheme#


A Expenses recognized in the Statement of Profit and Loss for the year ended 31st March, 2017

Current Service Cost 43 104 35 103

Interest Cost 24 9 21 3

Expected return on plan assets (27) - (24) -

Actuarial (gains) / losses 33 (43) 12 33

Total Expenses 73 70 44 139

B Net liabilities recognized in the Balance Sheet as at 31st March, 2017

Present value of defined benefit obligation as at

31st March, 2017

401 200 326 167

Fair value of plan assets (374) - (298) -

Funded status - unfunded 27 200 28 167

C Change in the obligation during the year ended 31st March, 2017

Present value of defined benefit obligation at the

beginning of the year

326 167 281 83

Current Service Cost 43 104 35 103

Interest Cost 24 9 21 3

Actuarial (gains) / losses 29 (43) 11 33

Benefit payments (21) (37) (22) (55)

Present value of defined benefit obligation at the end of the year 401 200 326 167

dfm foods Limited78








F Experience adjustments* @

Gratuity

Present value of defined benefit obligation as at year end

401 326 281 223 189

Fair value of plan assets 374 298 261 235 163

Actuarial (gains) / losses 33 12 67 4 81

Net liability / (asset) recognised in Balance Sheet

27 28 20 (12) 27


Present value of defined benefit obligation as at year end

200 167 83 55 29

Actuarial (gains) / losses (43) 33 48 46 3

Net liability / (asset) recognised in Balance Sheet

200 167 83 55 29

#The plan assets are maintained with Life Insurance Corporation of India. The details of the investment maintained by these insurance companies are not available with the Company and have not been disclosed.

*The experience adjustments arising on plan liabilities and plan assets and the employer’s best estimate of contributions expected to be paid in next financial year is not ascertained and hence not disclosed above.

@ To the extent informations available with the Company.

# Borrowing cost capitalised in fixed assets of H 265 Lakhs (Previous year H 44 Lakhs).

(H in Lakhs)

Particulars As at 31st March, 2017 As at 31st March, 2016Gratuity

Scheme#


Gratuity Scheme#


D Change in fair value of plan assets during the year ended 31st March, 2017

Plan assets at the beginning of the year 298 - 261 -

Expected return on plan assets 27 - 24 -

Contribution by the Company 74 - 36 -

Actuarial (gains) / losses (4) - (1) -

Actual benefits paid (21) - (22) -

Plan assets at the end of the year 374 - 298 -

E Main actuarial assumptions

Discount rate 7.55% 7.55% 7.90% 7.90%

Rate of increase in compensation levels 8.00% 8.00% 8.00% 8.00%

Rate of return on plan assets 8.25% 0.00% 9.00% 0.00%

Mortality rate IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

(H in Lakhs)



Interest on - borrowings 457 455 - delayed payment of income tax - 15 - others - 24 Premium on foreign exchange forward contract 131 35 Bank charges 40 38 Total 628 567

27 Finance costs#



(H in Lakhs)



Consumption of stores and spares 100 88

Delivery expenses 2,780 3,182

Power and fuel 603 624

Rent (Refer note 33) 391 379

Repair and maintenance

- Buildings 7 13

- Machinery 25 26

- Others 1 -

Selling and marketing expenses 1,451 1,460

Rates and taxes 15 13

Insurance 57 53

Payment to auditors [Refer Note (i)] 37 24

Directors sitting fees 32 29

Production expenses 101 97

Commission 356 339

Travelling expenses 277 263

Legal and professional charges 157 160

Obsolete inventory written off 4 27

Corporate social responsbility expenses (Refer note 40) 43 25

Donation - 1

Miscellaneous expenses 301 304

Total 6,738 7,107

(H in Lakhs)



(i) Payments to the auditors comprise (inclusive of service tax):

As statutory auditors (Audit Fee) 13 13

As tax auditors (Audit Fee) 1 1

In other capacities

Limited review 9 9

Others 14 1

Total 37 24

28 Other expenses

Note (i)

dfm foods Limited80



(H in Lakhs)



In respect of claims not acknowledged as debts

(i) Sales Tax 2 2

(ii) Excise Duty [Refer Note (i) below] 11,719 11,273

Total 11,721 11,275

(H in Lakhs)



A) Capital Commitments

Estimated value of contracts in capital account remaining to be executed (net of advances)

270 467

B) Other commitments

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India, at concessional rates of duty on an undertaking to fulfill quantified exports

724 724

Total 994 1,191

(H in Lakhs)



Profit attributable to equity shareholders (A) 1,587 2,504

Weighted average number of basic equity shares (Nos.) (B) 1,00,01,676 1,00,01,676

Weighted average number of dilutive equity shares (Nos.) (C) 1,00,05,904 1,00,04,318

Basic earning per share (face value of H 10/- each) (A/B) 15.87 25.04

Diluted earning per share (face value of H 10/- each) (A/C) 15.86 25.03

29 Contingent liabilities (to the extent not provided for)

30 Capital and other commitments (to the extent not provided for)

31 Earning per share

(i) During the year, the Excise Department has raised a demand against the Company amounting to H 446 Lakhs (Previous Year

H 4,904 Lakhs) on account of excise duty payable on the products of the Company. The total demand outstanding as on

31st March, 2017 is H 11,719 Lakhs (Previous year H 11,273 Lakhs). As per reclassification of the products filed by the Company, Nil excise duty is leviable

on its products from 1st December, 2007. The Excise Department had contested the reclassification filed by the Company. The Commissioner of Excise

Duty (Appeals) had upheld the reclassification in favour of the Company. Further, the Excise Department has filed an appeal with Custom, Excise and

Service Tax Appellate Tribunal against the order of Commissioner of Excise Duty (Appeals) which has been dismissed by Central Excise and Service Tax

Appealate Tribunal (CESTAT) subsequent to year end of which final judgement order is awaited. Based on the favourable judgment by Commissioner

(Appeals) and on legal advice with reference to Supreme Court’s judgement on the similar matter, the Company has not created any provision in the

books of accounts and has treated these amounts as contingent liability as on 31st March, 2017. Accordingly, CENVAT credit for the year amounting to H

1,055 Lakhs (Previous year H 864 Lakhs) has also not been claimed as a credit by the Company and has been charged as a part of purchase cost/expense

for the year. Had the Company claimed the unavailed CENVAT credit, the balance of cenvat credit would be of H 5,247 Lakhs (Previous year H 4,192 Lakhs)

as on 31st March, 2017 and thus the net liability of the Company after availing CENVAT credit would be H 6,472 Lakhs (Previous Year H 7,081 Lakhs).



32 Related party disclosures

1. Names of related parties and nature of relationship:

a) Enterprise that exercise significant influence over the Company : The Delhi Flour Mills Co. Ltd.

b) Other related parties where transactions have taken place during the year:

(i) Key managerial personnel (a) Mr. Mohit Jain (Managing Director) (b) Mr. Rohan Jain (Dy. Managing Director) (ii) Enterprise over which key managerial personnel is able to exercise significant influence (a) Shri Vardhman Educational Society - Mr. Mohit Jain is member in society

(H in Lakhs)Particulars Enterprise that exercise

significant influence over the

Company

Key managerial personnel Enterprise over which key

managerial personnel is able to

exercise significant influence

Current Year Previous Year Current Year Previous Year Current Year Previous Year

Transactions during the year

Rent paid

(i) The Delhi Flour Mills Co. Ltd. 290 287 - - - -

Managerial remuneration

(i) Mr. Mohit Jain - - 102 152 - -

(ii) Mr. Rohan Jain - - 117 153 - -

Loan taken

(i) Mr. Mohit Jain - - 150 - - -

Loan repaid

(i) Mr. Mohit Jain - - 150 - - -

Interest paid

(i) Mr. Mohit Jain - - 1 - - -

Purchase of fixed assets

(i) The Delhi Flour Mills Co. Ltd. * - - - - -

Reimbursement of expenses incurred

(i) The Delhi Flour Mills Co. Ltd. 49 - - - - -

Reimbursement of expenses recovered


Corporate social responsibility expense

(i) Shri Vardhman Educational Society - - - - 25 12

Dividend paid


Balance outstanding at the end of the

year

Security deposits outstanding


2. Disclosure of transactions between the Company and related parties during the year and outstanding balances as on 31st March, 2017:

* Represent H 12,216.

dfm foods Limited82



b) CIF value of imports (H in Lakhs)



Store and spare parts 25 27

Capital goods 2,804 1,937

Total 2,829 1,964

Particulars Year ended 31st March, 2017 Year ended 31st March, 2016 H in Lakhs % of

ConsumptionH in Lakhs % of

ConsumptionRaw Materials Consumed

- Imported - - - -

- Indigenous 20,880 100 23,834 100

20,880 100 23,834 100

Stores and Spares Consumed

- Imported 15 15 4 4

- Indigenous 85 85 84 96

100 100 88 100

35 Details of outstanding forward exchange contracts and unhedged foreign currency exposures

33 Leases

The Company has operating lease arrangements for office premises and depots. The lease arrangements are cancellable in nature by giving notice in writing. The rent charged to Statement of Profit and Loss relating to operating leases aggregating to H 391 Lakhs (Previous year H 379 Lakhs).

(H in Lakhs)



Foreign travel 8 10

Total 8 10

34 Additional informations

a) Expenditure in foreign currency

c) Value of raw materials and stores & spares consumed

Purpose As at 31st March, 2017 As at 31st March, 2016 Foreign currency

(FC ) Amt. in (FC) Foreign currency

(FC ) Amt. in (FC)

Foreign exchange forward contracts taken against buyers credit

USD 19,52,458 USD Nil

EURO 6,92,193 EURO 3,43,663

JPY 10,23,77,776 JPY 10,23,77,776

GBP 1,46,675 GBP 82,125

a) Outstanding forward exchange contracts entered into by the Company as on 31st March, 2017



37 Segment reporting

38 Long-term contracts

39 Employee share based payments

As the Company’s business activity falls within a single business segment, namely Snacks Food, the disclosure requirements in terms of Accounting Standard (AS) 17 on segment reporting are not applicable.

The Company does not have any long term contracts including derivative contracts for which there is any material foreseeable losses as at 31st March, 2017.

The Compensation Committee of Board of Directors of the Company has granted options to the employees pursuant to DFM Foods Employee Stock Option Plan 2014 (‘the plan’) on 31st July, 2014. These options were granted at H 291, being the latest available closing market price prior to the date of grant of options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option were H 335.30 and H 291 respectively. The Company is following intrinsic value of method to amortise the compensation expense and accordingly recognised an expense of H 5 Lakhs for the year ended 31st March, 2017 (Previous year H 9 Lakhs).

In respect of options granted under the DFM Foods Employee Stock Option Plan 2014 in accordance with Guidance Note on Accounting for Employee Share-based Payment issued by the Institute of Chartered Accountants of India, the details of Options outstanding is as under:

Particulars For the year ended 31st March, 2017 For the year ended 31st March, 2016ESOP grant date 1st April, 2015Exercise period under the ESOP 5 Years form the respective dates of vestingExercise price H 291 per optionVesting period under the ESOPEnd of first year 20%End of Second year 20%End of third year 20%End of fourth year 20%End of fifth year 20%Options outstanding at the begining of the year 1,00,000 -Options granted during the year - 2,00,000Options lapsed because of resignations - 1,00,000Options vested during the year - 20,000Options exercised - -Options outstanding at the end of the year 1,00,000* 1,00,000

Particulars As at 31st March, 2017 As at 31st March, 2016Amount in H

(in Lakhs) Amount in

Foreign currency Amount in H

(in Lakhs) Amount in

Foreign currency Other current liabilities 10 USD 14,922 16 JPY 27,29,444

b) The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

(H in Lakhs)

Particulars# Amount(i) Money received from Directors during the year 150

(ii) Balance outstanding at the end of the year -

36 As per Rule 16A of the Companies Acceptance of Deposit Rules, 2014, following are the details of loan taken from Director:

#Also refer note 32

* Based on the management estimates. However, decision of compensation committee w.r.t. vesting of 20,000 options for the year 2016-17 is pending.

dfm foods Limited84



(H in Lakhs)

Particulars Year ended 31st March,2017

Year ended 31st March,2016

a) Prescribed CSR expenditure as per Section 135 of the Companies Act, 2013 42 25

b) Amount spent during the year # 43 25

c) Amount unspent during the year (a-b) - - # Amount paid for:

Construction / acquisition of any assets 25 12

Other purpose 18 13

(H in Lakhs)

Particulars SBNs Other Denomination

notes

Total

Closing Cash-in-Hand on 8th November, 2016 8 7 15

Add: Permitted receipts - 17 17

Less: Permitted payments - 11 11

Less: Amount deposited in Banks 8 * 8

Closing cash in hand as on 30th December, 2016 - 13 13

40 Corporate social responsbility (CSR) expense

43 Previous year’s figures

Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

For and on behalf of the Board of Directors

Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing Director DIN 00079452 DIN 02644896

Rajiv Bhambri Raju Singh Tomer Group Chief Financial Officer Company Secretary

Place : New Delhi Davinder Dogra Date : 25th May, 2017 Chief Financial Officer

42 Proposed Dividend

41 Details of Specified Bank Notes (SBNs) held and transacted during the period from 8th November, 2016 to 30th December, 2016:

The Board of Directors has recommended a dividend of H 5/- per equity share of face value of H 10/- each i.e. 50% for the year ended 31st March, 2017 subject to the approval of the shareholders at the Annual General Meeting of the Company. Pending approval of the shareholders, the effect of the same has not been considered in the financial statements based on the provisions of Accounting Standard 4 – Contingencies and events occurring after the Balance sheet date.

* Represent H 537.

Regd. and Corporate Office8377, Roshanara Road, Delhi - 110007

Tel: +91 11 23826445| Fax: +91 11 23822409CIN: L15311DL1993PLC052624

Email: [email protected]

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NOTICE - DFM Foods Limited · 2017-07-12 · Annual Report 2016-17 1 Notice is hereby given that...

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Transcript of NOTICE - DFM Foods Limited · 2017-07-12 · Annual Report 2016-17 1 Notice is hereby given that...