DCS-CRD DCS-CRD BSE Limited National Stock Exchange of India Limited
DCS-CRD DCS-CRD BSE Limited National Stock Exchange of India Limited
DCS-CRD DCS-CRD BSE Limited National Stock Exchange of India Limited
DCS-CRD DCS-CRD
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza,
Dalal Street Bandra-Kurla Complex
Mumbai - 400 001 Bandra (E), Mumbai - 400 051
Sub: Annual Report for the Financial Year 2019-20 and Notice convening the
30th Annual General Meeting.
As per the requirement of Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, we enclose herewith Annual Report of the
Company for the Financial Year 2019-20 along with the Notice convening the 30th Annual
General Meeting (AGM) scheduled to be held on Wednesday, August 5, 2020 at 11:00 a.m.
through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”).
The Notice of the AGM and Annual Report has been sent to the shareholders through
e-mail on July 8, 2020. The proof of dispatch by e-mail is enclosed herewith.
Thanking you.
Yours truly,
For ADF Foods Limited
Digitally signed by
SHALAKA S SHALAKA
OVALEKAR
S
Shalaka Ovalekar
Company Secretary
Encl: A/a
Regd Off: 83/86, G.I.D.C Industrial Estate, Nadiad - 387 001, India. Tel.: +91 268 2551381/82 Fax: +91 268 2565068
Email: [email protected] CIN: L15400GJ1990PLC014265
Corp. Off: Marathon Innova, B2, G01, Ground Floor, G. K. Road, Lower Parel, Mumbai 400 013. INDIA.
Tel.: +91 22 6141 5555, Fax: +91 22 6141 5577, Email: [email protected], Web: www.adf-foods.com
From: Amit Giri <[email protected]>
Sent: Wednesday, July 08, 2020 6:31 PM
To: 'Anup'
Cc: 'saili lad'
Subject: ADF Foods Limited - 30th Annual General Meeting (AGM) of the Company is scheduled
to be held on Wednesday, August 5, 2020 at 11:00 a.m. through Video Conferencing
(“VC”) or Other Audio Visual Means (“OAVM”)
Dear Sir/Madam,
“This is to certify and confirm that we, M/s Link Intime India Private Limited have sent through e-mail on July
08, 2020, the email intimations of ADF Foods Limited to 10890 shareholders of the Company.”
LINK lntime
•
Amit Giri | Associate | Link Intime India Pvt. Ltd.
Phone: +91 22 49186000 | Extn: 2516
Fax: +91 22 49186060
[email protected]
www.linkintime.co.in
Do \IOU r.eaOy n ~ d to print this md7
From Strength
to Strengt h
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PUNJABI SAMOSA ~
---
--
# WeCare
As the world continues to battle against the outbreak of COVID-19, ADF Foods Ltd. remains committed
to the safety & well-being of the society. Ensuring the supply of our products globally is our top priority.
According to the Centres for Disease Conctrol, there is no evidence linking to the spread of COVID-19
to food. Nevertheless, we are taking active measures & precautions to minimise the risk & spread of
the virus. Make nutrition and health your priority.
/ 7 COMPANY
Flagship Brands
SNAPSHOTS
ADF is the leading manufacturer and
exporter of processed food across the
globe with product offering across all
categories such as ready-to-eat and
95% ready to cook food, frozen food,
condiment powders, cooking pastes,
Revenue Share
from Export flavored milk and meal accompaniments
like pickles, chutneys and sauces.
®
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62 43
295
53
245
220
208 40
25
II II
28
II
18
11
I I I II
5%
I I
Dipping Sauces with a new variant
Bullet Naan (Masala Naan), Veg Spring Rolls,
called Chatpata Achari Dipping Sauce
Tandoori Lachha Naan, Cheese Samosa,
under the ambient range, and new
Malaysian style Plain Paratha Vegetable Samosa
variants of chutney
'' e
TANDOORI • Coriander
L~~'1~t (t} ~ Chutney
#Khana
Is
Ready
'Khana Is Ready' is an online marketing campaign launched by us in February, 2020.
Currently, the campaign is being run on facebook and will be used across all media shortly.
This initiative aims at making people's meals simpler, healthier, and more convenient.
Follow us on:
n Ashoka_USA @J ashoka.usa
n Ashoka_UK @) ashoka.uk
Chairman's message
Dear Shareholders,
COMPANY INFORMATION
BOARD OF DIRECTORS Mr. Bimal R. Thakkar Chairman, Managing Director & CEO
Mr. Jay M. Mehta Director
Mr. Viren A. Merchant Director
Mr. Ravinder Kumar Jain Director
Mr. Naresh L. Kothari Director
Mr. Chandir G. Gidwani Director
Ms. Deepa Misra Harris Director
SENIOR MANAGEMENT Mr. Devang Gandhi COO
Mr. Anish Jhaveri CFO
Mr. Shardul Doshi Vice President - Finance
Mr. Raj Roop Singh Vice President - Manufacturing
Mr. Maneck Katpitia Vice President - International Operations & Supply Chain
COMPANY SECRETARY &
COMPLIANCE OFFICER Ms. Shalaka Ovalekar
COUNTRY MANAGERS Mr. Upinder Thakur UK
Mr. Bharat Sareen UK
Mr. Apurva Patel USA
Mr. Masud Sethi Canada
Mr. Savio Almeida GCC, Levant Countries, Asia Pacifi c & Africa
STATUTORY AUDITORS M/s. Kalyaniwalla & Mistry LLP
Chartered Accountants
CONTENTS
INTERNAL AUDITORS M/s. RMJ & Associates LLP, Mumbai Company Information............................................................................ 1
SOLICITORS M/s. D S K Legal Notice ..................................................................................................... 2
Directors’ Report ................................................................................. 15
BANKERS State Bank of India
Management Discussion and Analysis Report ................................... 53
Bank of Baroda
Report on Corporate Governance &
HDFC Bank Ltd.
Auditor’s Certifi cate thereon .............................................................. 59
REGISTERED OFFICE 83/86, G.I.D.C Industrial Estate, Business Responsibility Report ........................................................... 92
Nadiad - 387 001, Gujarat, India Independent Auditors’ Report on
Tel.: 0268-2551381 / 2 Standalone Financial Statements .....................................................101
Fax: 0268-2565068 Standalone Balance Sheet .................................................................110
E-mail: [email protected] Standalone Profi t & Loss Account.....................................................111
Standalone Cash Flow Statement .....................................................112
CORPORATE IDENTITY L15400GJ1990PLC014265
Standalone Statement of Changes in Equity....................................114
NUMBER [CIN]
Notes on Standalone Financial Statements including
CORPORATE OFFICE Marathon Innova, B2 - G01, Ground Floor, G. K. Road, Notes on Signifi cant Accounting Policies .........................................115
Lower Parel, Mumbai - 400 013. Independent Auditor’s Report on the Consolidated
Tel.: 022-6141 5555 Fax: 022-6141 5577 Financial Statements .........................................................................160
E-mail: [email protected] Consolidated Balance Sheet .............................................................168
Website: www.adf-foods.com Consolidated Profi t & Loss Account .................................................169
REGISTRAR AND SHARE LINK INTIME INDIA PRIVATE LIMITED Consolidated Cash Flow Statement .................................................170
TRANSFER AGENTS (Formerly known as Intime Spectrum Registry Limited) Consolidated Statement of Changes is Equity ................................172
C-101, 247 Park, Lal Bahadur Shastri Marg, Notes on Consolidated Financial Statements including
Vikhroli (W), Mumbai - 400 083, India Notes on Signifi cant Accounting Policies .........................................173
Tel: 022-49186270 , Fax: 022-49186060 Form AOC - 1 ......................................................................................218
E-mail: [email protected] E-mail Registration-Cum-Consent Form ........................................219
website: www.linkintime.co.in
• 1
• ADF FOODS LTD.
NOTICE is hereby given that the Thirtieth Annual General Meeting of the Members of ADF FOODS LIMITED will
be held through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) on Wednesday, August 5, 2020 at
11:00 a.m. to transact the following business:
ORDINARY BUSINESS
(1) To receive, consider and adopt the Audited Financial Statements of the Company, namely:
a) The Audited Standalone and Consolidated Balance Sheet as at 31st March, 2020;
b) The Audited Standalone and Consolidated Statement of Profit and Loss for the financial year ended
31st March, 2020;
c) The Audited Standalone and Consolidated Cash Flow Statement for the financial year ended
31st March, 2020;
d) Notes annexed to, or forming part of, the documents referred to in (a) to (c) above and the Reports of the
Board of Directors and Auditors thereon.
(2) To confirm the payment of the first interim dividend of r 1.50/- per equity share and second interim dividend of
r 1.50/- per equity share aggregating to r 3/- per equity share of r 10/- each for the Financial Year 2019-20.
(3) To appoint a Director in place of Mr. Jay M. Mehta (DIN: 00152072), who retires by rotation and being eligible
offers himself for re-appointment.
SPECIAL BUSINESS
(4) 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 Sections 149,152 read with Schedule IV and any other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in
force) and Regulations 16, 25 & 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended and pursuant to the recommendation of the Nomination and Remuneration Committee and
the Board of Directors, Mr. Chandir G. Gidwani (DIN: 00011916), who was appointed as an Additional Director
in the category of ‘Non-Executive Independent Director’ with effect from February 7, 2020 pursuant to the
provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and
who holds office up to the date of this Annual General Meeting be and is hereby appointed as a Non-Executive
Independent Director of the Company for a period upto February 6, 2025, not liable to retire by rotation.”
(5) 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 Sections 149,152 read with Schedule IV and any other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being
in force) and Regulations 16, 25 & 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and pursuant to the recommendation of the Nomination and Remuneration
Committee and the Board of Directors, Ms. Deepa Misra Harris (DIN: 00064912), who was appointed
as an Additional Director in the category of ‘Non-Executive Independent Director’ with effect from
March 25, 2020 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of
Association of the Company and who holds office up to the date of this Annual General Meeting be and is hereby
appointed as a Non-Executive Independent Director of the Company for a period upto March 24, 2025, not
liable to retire by rotation.”
•
2 Annual Report 2019-20
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NOTES
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its Circular
No. 20 dated May 5, 2020 read with Circular No. 14 dated April 8, 2020 and Circular No. 17 dated April 13,
2020 (hereinafter collectively referred to as “MCA Circulars”) permitted the holding of the Annual General
Meeting (“AGM”) through VC or OAVM without the physical presence of the Members at a common venue.
In compliance with the relevant provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and these aforesaid MCA
Circulars, the AGM of the Company is being held through VC/OAVM.
2. A Member entitled to attend and vote at the Annual General Meeting (“AGM”) is entitled to appoint one
or more proxies to attend and vote instead of himself/ herself and such proxies need not be Members of
the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical
attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the
Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to
this Notice.
Institutional/ Corporate Shareholders (i.e. other than individuals/ HUF, NRI, etc.) are required to send a
scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing
its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting.
The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail through their registered e-mail
address to [email protected] with a copy marked to the Company at [email protected] and
to its RTA at [email protected]
3. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum
under Section 103 of the Act.
4. At the Twenty-Ninth AGM held on September 25, 2019, the Members approved the appointment of
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Registration No. 104607W/W100166) as
Statutory Auditors of the Company to hold offi ce for a period of fi ve years from the conclusion of that AGM
till the conclusion of the AGM to be held for the Financial Year 2023-24. The requirement to place the matter
relating to appointment of Auditors for ratifi cation by Members at every AGM has been done away by the
Companies (Amendment) Act, 2017 with eff ect from May 7, 2018. Accordingly, no resolution is being proposed
for ratifi cation of appointment of Statutory Auditors at the Thirtieth AGM.
5. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 relating to ordinary/ special
business to be transacted at the Meeting is annexed hereto.
6. The relevant details of Directors seeking appointment under Item No. 4 and 5 of the Notice, as required by
Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereafter referred as the SEBI LODR Regulations, 2015) and Secretarial Standards 2 are also
annexed.
7. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday,
30th July, 2020 to Wednesday, 5th August, 2020 (both days inclusive).
8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170
of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained
under Section 189 of the Act, will be available electronically for inspection by the Members. All documents
referred to in the Notice will also be available for electronic inspection without any fee by the Members from the
date of circulation of this Notice up to the date of AGM i.e. August 5, 2020. Members seeking to inspect such
documents can send an e-mail to [email protected].
• 3
• ADF FOODS LTD.
9. The Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) have advised all listed
companies to mandatorily use the Electronic Clearing Services (ECS) mandate facility wherever possible
for payment of dividend to the Members. In view of this stipulation, the Company has implemented the ECS
facility. Members holding shares in physical form are requested to provide the Company with ECS details for
crediting the future dividend payment directly to their respective bank accounts. The Company shall be able to
co-ordinate with the bankers only on receipt of necessary information. The Members holding shares in electronic
form may instruct their Depository Participants (DPs) accordingly.
10. Members are hereby informed that dividends for the Financial Years 2012-13, 2013-14, 2014-15, 2016-17 and
2019-20 (two Interim Dividends) remaining unpaid or unclaimed over a period of seven years from the date of
transfer of such dividends to the respective Unpaid Dividend Account(s) of the Company have to be transferred
by the Company to the Investor Education and Protection Fund (IEPF). During the year under review, dividend
pertaining to the financial year 2011-12 (Final) amounting to r 10,11,704/- which remained unpaid or unclaimed for
a period of 7 consecutive years were transferred by the Company to the Investor Education and Protection Fund.
The following are the details of dividends declared by the Company and their respective due dates of transfer to
IEPF, which remain unencashed /unclaimed.
Year Type of Dividend Date of Declaration Due date for transfer to IEPF
Dividend per share
2012-13 Final r 1.50 31st July, 2013 31st August, 2020
2013-14 Final r 1.50 24th September, 2014 24th October, 2021
2014-15 Final r 1.50 30th September, 2015 30th October, 2022
2016-17 Final r 2.50 23rd August, 2017 23rd September, 2024
2019-20 (1st Interim) Interim r 1.50 11th November, 2019 17th December, 2026
2019-20 (2nd Interim) Interim r 1.50 7th February, 2020 14th March, 2027
The Members are requested to encash their Dividend Warrants for these years, if not already done.
In view of the outbreak of COVID-19 pandemic in India, the Company is unable to send individual notices to
those shareholders who have not claimed their dividend for seven (7) consecutive years or more in accordance
with the IEPF Rules. However, once the normalcy returns, the Company shall arrange to send letters to the
Members whose dividend amounts from the year 2012-13 remained unpaid/ unclaimed as per the Company’s
records requesting such shareholders to claim the same before being transferred to the IEPF Authority. The
Company has uploaded the details of such Members and their shares due for transfer to the IEPF Authority on
its website www.adf-foods.com under the heading “IEPF Transfer List” to enable such Members to verify the
details of their unencashed dividends and the shares liable to be transferred to the IEPF Authority.
Members are requested to note that no claim shall lie against the Company in respect of any shares/ dividend so
transferred to the IEPF Authority.
As per Section 124(5) of the Companies Act, 2013, the Company has transferred the shares of those shareholders
whose dividend remained to be encashed/claimed for seven consecutive years or more. The details of such
shareholders have been uploaded on the Company’s website under the heading “IEPF Transfer List”.
11. Members holding shares in the same set of names under different ledger folios are requested to apply for
consolidation of such folios along with relevant share certificates to the Company’s Registrar & Transfer Agents.
12. Members holding shares in physical form are requested to notify/ send the following to the Company’s Registrar
and Share Transfer Agents to facilitate better service:
• any change in their address/ mandate/ bank details
• particulars of their bank account in case the same have not been sent earlier, and
• share certificate(s) held in multiple accounts in identical names or joint accounts in the same order of names
for consolidation of such shareholdings into one account.
•
4 Annual Report 2019-20
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13. 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 their PAN to their Depository Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar and
Share Transfer Agents.
14. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred
only in dematerialized form with eff ect from April 1, 2019, except in case of request received for transmission
or transposition of securities. In view of this, Members holding shares in physical form are requested to consider
converting their holdings to dematerialized form.
15. Members who would like to ask any questions on the Financial Statements are requested to send their questions
through email on [email protected] at least 10 days before the Annual General Meeting to enable
the Company to answer their queries satisfactorily.
16. Members who have not registered their e-mail addresses so far are requested to register their e-mail address
with the Depository Participants (‘DP’) for receiving all communication including Annual Report, Notices,
Circulars, etc. from the Company electronically.
17. Shareholders who have not got their e-mail address registered or wish to update a fresh e-mail address may
do so by submitting the attached E-mail Registration-Cum Consent Form duly filled and signed alongwith
a self-attested scanned copy of their PAN Card and AADHAAR Card to the Company at the e-mail address
[email protected] consenting to send the Annual Report and other documents in electronic form.
18. Pursuant to the provisions of Section 101 and Section 136 of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014 and in terms of Regulation 36 of the SEBI LODR Regulations,
2015, as amended, electronic copy of the Notice and Annual Report 2019-20 is being sent to the Members
whose e-mail IDs are registered with the Company/ Depository Participant(s) (in case of shares held in demat
form) or with Link Intime India Private Limited (in case of shares held in physical form).
As per the MCA General Circular 20/2020 dated 5th May, 2020, the Annual Report 2019-20 will be sent through
electronic mode to only those Members whose e-mail IDs are registered with the Registrar and Share Transfer
Agent of the Company/ Depository Participant.
Members may also note that the Notice of the 30th Annual General Meeting and the Annual Report 2019-20
will be available on the Company’s website www.adf-foods.com; websites of the Stock Exchanges i.e. National
Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively.
19. Nomination facility for shares is available for Members. For Members holding shares in physical form, the
prescribed form can be obtained from the Company’s Registrar and Share Transfer Agents, M/s. Link Intime
India Private Limited having address at C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (W), Mumbai - 400
083. For Members holding shares in electronic form, you are requested to approach your Depository Participant
(DP) for the same.
20. To support the ‘Green Initiative’ Members who have not registered their e-mail addresses are requested to
register their e-mail IDs with M/s. Link Intime India Private Limited for receiving the Annual Report and other
communications through electronic mode pursuant to Section 101 and Section 136 of the Companies Act,
2013 read with the Companies (Management and Administration) Rules, 2014, as amended.
21. Since the AGM will be held through VC/OAVM, the Route map of the Venue of the AGM is not annexed to this
Notice.
• 5
• ADF FOODS LTD.
•
6 Annual Report 2019-20
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PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat
shareholders as well as physical shareholders).
Members who have not updated their PAN with Depository Participant or in the Company record are
requested to use the sequence number which is shared in the mail sent by LIIPL indicated in the PAN Field.
DOB/ DOI Enter the DOB (Date of Birth)/ DOI as recorded with Depository Participant or in the Company record for
the said demat account or folio number in dd/mm/yyyy format.
Or
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said
Details demat account or folio number.
Please enter the DOB/ DOI or Dividend Bank Details in order to register. If the above mentioned details
are not recorded with the Depository Participants or Company, please enter Folio number in the Dividend
Bank Details fi eld as mentioned in instruction (iv-c).
If you are holding shares in demat form and had registered on to e-Voting system of
LIIPL: https://instavote.linkintime.co.in, and/ or voted on an earlier voting of any company, then you
can use your existing password to login.
If Shareholders holding shares in Demat Form or Physical Form have forgotten password:
Enter User ID, select Mode and Enter Image Verifi cation code (CAPTCHA). Click on “SUBMIT”.
Incase shareholder is having valid e-mail address, Password will be sent to the shareholders registered
e-mail address. Else, shareholder can set the password of his/ her choice by providing the information
about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details, etc.
and confi rm. (The password should contain minimum 8 characters, at least one special character, at
least one numeral, at least one alphabet and at least one capital letter).
NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by
the company in which they are a shareholder and eligible to vote, provided that the company opts for
e-voting platform of LIIPL.
For shareholders holding shares in physical form, the details can be used only for voting on the
resolutions contained in this Notice.
It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confi dential.
6. After successful login, you will be able to see the notifi cation for e-voting on the home page of INSTA
Vote. Select/ View “Event No” of the company, you choose to vote.
• 7
• ADF FOODS LTD.
7. On the voting page, you will see “Resolution Description” and against the same the option “Favour/
Against” for voting.
Cast your vote by selecting appropriate option i.e. Favour/Against as desired.
Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/
Against’. You may also choose the option ‘Abstain’ and the shares held will not be counted under
‘Favour/Against’.
8. If you wish to view the entire Resolution details, click on the ‘View Resolutions’ File Link.
9. After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote,
click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”,
else to change your vote, click on “NO” and accordingly modify your vote.
10.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote
subsequently.
11.
You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.
General Guidelines for shareholders:
• Institutional shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to
e-Voting system of LIIPL: https://instavote.linkintime.co.in and register themselves as ‘Custodian/ Mutual
Fund/ Corporate Body’.
They are also required to upload a scanned certified true copy of the Board Resolution/ authority letter/
power of attorney, etc. together with attested specimen signature of the duly authorized representative(s)
in PDF format in the ‘Custodian/ Mutual Fund/ Corporate Body’ login for the Scrutinizer to verify the same.
• During the voting period, shareholders can login any number of time till they have voted on the resolution(s)
for a particular “Event”.
• Shareholders holding multiple folios/ demat account shall choose the voting process separately for each of
the folios/ demat account.
• In case the shareholders have any queries or issues regarding e-voting, please refer the Frequently Asked
Questions (“FAQs”) and Instavote e-Voting manual available at https://instavote.linkintime.co.in, under
Help section or write an e-mail to [email protected] or Call on 022-49186175.
A copy of this Notice has been placed on the website of the Company and the website of Link Intime India Pvt.
Ltd.
• The voting period begins on Saturday, August 1, 2020 and ends on Tuesday, August 4, 2020. 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. Wednesday, July 29, 2020 may cast their vote electronically. The e-voting module shall
be disabled by Link Intime India Pvt. Ltd. for voting thereafter.
Instructions for Members to Vote during the Annual General Meeting through InstaMeet:
Once the electronic voting is activated by the Scrutiniser during the Meeting, the Members who have not
exercised their vote through the remote e-voting can cast their vote as under:
1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”.
2. Enter Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered e-mail
Id) received during registration for InstaMeet and click on ‘Submit’.
3. After successful login, you will see “Resolution Description” and against the same the option “Favour/
Against” for voting.
•
8 Annual Report 2019-20
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• 9
• ADF FOODS LTD.
Note:
Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for
better experience.
Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any
disturbance during the meeting.
Please note that Members connecting from Mobile Devices or Tablets or through Laptops connecting
via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore
recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
In case the Members have any queries or issues regarding e-voting, they can write an e-mail to instameet@
linkintime.co.in or Call on 022-49186175.
Instructions for Members to register themselves as Speakers during Annual General Meeting:
Members who would like to express their views/ask questions during the Meeting may register themselves as
a speaker by sending their request mentioning their name, demat account number/ folio number, e-mail id,
mobile number at [email protected] from July 30, 2020 (9:00 a.m. IST) to August 1, 2020 (5:00 p.m. IST).
Members who would like to ask questions, may send their questions in advance mentioning their name,
demat account number/ folio number, e-mail id, mobile number at [email protected]. The same will
be replied by the Company suitably.
Note:
Those Members who have registered themselves as a speaker will only be allowed to express their views/
ask questions during the Meeting. The Company reserves the right to restrict the number of speakers
depending on the availability of time for the Annual General Meeting.
Members should allow to use camera and are required to use Internet with a good speed (preferably 2 MBPS
download stream) to avoid any disturbance during the Meeting.
VI.
Other Instructions
Mr. Sanjay S. Risbud, Practicing Company Secretary has been appointed as Scrutinizer for the purpose of
remote e-voting and e-voting at the AGM. The Scrutinizer shall, immediately after the conclusion of voting
at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote
e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report
of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing,
who shall countersign the same.
The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company and
Link Intime India Pvt. Ltd. immediately after declaration of results by the Chairman or person authorized
by him in writing. The results would be communicated to BSE Limited/ National Stock Exchange of India
Limited and will be placed on their website thereafter. The result will also be displayed on the Notice Board
of the Company at its Registered Office and the Corporate Office.
•
10 Annual Report 2019-20
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Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read
with Section 102(1) of the Companies Act, 2013, the following Explanatory Statement sets out all material facts
relating to Item Nos. 4 and 5 of the Notice.
The Board of Directors appointed Mr. Chandir G. Gidwani as an Additional Director in the category of Non-Executive
Independent Director of the Company with eff ect from February 7, 2020, pursuant to Section 161 of the Companies
Act, 2013.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Chandir G. Gidwani will hold offi
ce up to
the date of the ensuing Annual General Meeting.
The Company has received from Mr. Chandir G. Gidwani, (i) consent in writing to act as a Director in Form DIR-2
pursuant to Rule 8 of the Companies (Appointment & Qualifi cation of Directors) Rules, 2014, (ii) intimation in
Form DIR-8 in terms of the Companies (Appointment & Qualifi cation of Directors) Rules, 2014, to the eff ect that
he is not disqualifi ed under the provisions of sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a
declaration to the eff ect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of
the Companies Act, 2013.
In the opinion of the Board, Mr. Chandir G. Gidwani fulfi ls the conditions specifi ed under the Companies Act, 2013 and
Rules framed thereunder for appointment as an Independent Director and he is independent of the management.
Disclosure under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the
Statement setting out material facts.
Presently, Mr. Chandir Gidwani does not hold any shares in the Company.
Mr. Chandir G. Gidwani is not related to any other Directors of the Company.
No Board Meetings were held from the date of appointment of Mr. Chandir G. Gidwani i.e. 7th February, 2020 till
31st March, 2020.
Mr. Chandir G. Gidwani’s appointment as an Independent Director of the Company would be upto
6th February, 2025. During the tenure, he shall be paid remuneration by way of sitting fees for the Meetings of the
Board and its Committees as may be decided by the Board from time to time.
The Board considers that the association of Mr. Chandir G. Gidwani would be of immense benefi t to the Company
and it is desirable to continue to avail the services of Mr. Chandir G. Gidwani as an Independent Director.
In compliance with provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of
Mr. Chandir G. Gidwani as Independent Director is now being placed before the Members for their approval. The copy
of the draft letter of appointment and the terms and conditions of appointment of Mr. Chandir G. Gidwani, shall be
open for inspection in electronic mode during business hours between 11.00 a.m. and 1.00 p.m. on all working days,
excluding Saturdays, Sundays and Public Holidays upto the date of Annual General Meeting. Members can inspect
the same by sending an e-mail to [email protected].
The letter containing the terms and conditions of appointment of Independent Director is also available on the
Company’s website: www.adf-foods.com.
Accordingly, the Board recommends the Ordinary Resolution as set out at Item No. 4 of the accompanying Notice
for approval by the Members.
Except Mr. Chandir G. Gidwani, being an appointee, none of the other Directors, Key Managerial Personnel or their
relatives are concerned or interested fi nancially or otherwise in the Resolution set out in Item No. 4.
• 11
• ADF FOODS LTD.
Item No. 5: Appointment of Ms. Deepa Misra Harris as a Non-Executive Independent Director
The Board of Directors appointed Ms. Deepa Misra Harris as an Additional Director in the category of Non-Executive
Independent Director of the Company with effect from March 25, 2020, pursuant to Section 161 of the Companies
Act, 2013.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Deepa Misra Harris will hold office up to
the date of the ensuing Annual General Meeting.
The Company has received from Ms. Deepa Misra Harris, (i) consent in writing to act as a Director in Form DIR-2
pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form
DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not
disqualified under the provisions of sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration
to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013.
In the opinion of the Board, Ms. Deepa Misra Harris fulfils the conditions specified under the Companies Act, 2013 and
Rules framed thereunder for appointment as an Independent Director and she is independent of the management.
Disclosure under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the
Statement setting out material facts.
Presently, Ms. Deepa Misra Harris does not hold any shares in the Company.
Ms. Deepa Misra Harris is not related to any other Directors of the Company.
No Board Meetings were held from the date of appointment of Ms. Deepa Misra Harris i.e. 25th March, 2020 till
31st March, 2020.
Ms. Deepa Misra Harris’s appointment as an Independent Director of the Company would be upto
24th March, 2025. During the tenure she shall be paid remuneration by way of sitting fees for the Meetings of the
Board and its Committees as may be decided by the Board from time to time.
The Board considers that the association of Ms. Deepa Misra Harris would be of immense benefit to the Company
and it is desirable to continue to avail the services of Ms. Deepa Misra Harris as an Independent Director.
In compliance with provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of
Ms. Deepa Misra Harris as Independent Director is now being placed before the Members for their approval. The copy
of the draft letter of appointment and the terms and conditions of appointment of Ms. Deepa Misra Harris, shall be
open for inspection in electronic mode during business hours between 11.00 a.m. and 1.00 p.m. on all working days,
excluding Saturdays, Sundays and Public Holidays upto the date of Annual General Meeting. Members can inspect
the same by sending an e-mail to [email protected].
The letter containing the terms and conditions of appointment of Independent Director is also available on the
Company’s website: www.adf-foods.com.
Accordingly, the Board recommends the Ordinary Resolution as set out at Item No. 5 of the accompanying Notice
for approval by the Members.
Except Ms. Deepa Misra Harris, being an appointee, none of the other Directors, Key Managerial Personnel or their
relatives are concerned or interested financially or otherwise in the Resolution set out in Item No. 5.
•
12 Annual Report 2019-20
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Terms and Conditions of appointment Mr. Chandir Gidwani appointed as Independent Ms. Deepa Misra Harris appointed as Independent
or re-appointment along with Director for a period of 5 years with eff ect from Director for a period of 5 years with eff ect from
remuneration February 7, 2020. He will be entitled to Sitting March 25, 2020. She will be entitled to Sitting
Fees for attending the Meetings of Board and Fees for attending the Meetings of Board and
Committees thereof. Committees thereof.
The last drawn remuneration Not Applicable Not Applicable
Shareholding in the Company Nil Nil
Relationship with Other Directors, Mr. Chandir Gidwani is not related with any other Ms. Deepa Misra Harris is not related with any
Manager and other Key Managerial Director, Manager and Key Managerial Personnel other Director, Manager and Key Managerial
Personnel of the Company of the Company. Personnel of the Company.
The Number of Meetings of the Board Nil Nil
attended during the year
• 13
• ADF FOODS LTD.
•
14 Annual Report 2019-20
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DIRECTORS’ REPORT
Dear Shareholders,
ADF Foods Limited
Your Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Financial Statements
for the Financial Year ended 31st March, 2020.
A. FINANCIAL RESULTS:
The performance of the Company for the fi nancial year ended 31st March, 2020 is summarized below:
(R in Lakhs)
Standalone Consolidated
Particulars
2019-20 2018-19 2019-20 2018-19
Revenue from operations 18,208.81 18,749.90 27,282.24 23,143.50
Other Income 2,175.69 1,405.05 2,180.50 1,405.38
Total Income 20,384.50 20,154.95 29,462.74 24,548.88
Total Expenditure
Cost of materials consumed 8,180.85 8,932.55 8,180.85 8,932.55
Purchase of Stock-in-trade 747.01 654.87 8,644.83 4,204.63
Changes in inventories of fi nished goods, work-in-progress and (47.47) (421.40) (1,918.82) (1,105.40)
stock-in-trade
Employee benefi ts expense 1,511.84 1,342.93 1,764.49 1,608.05
Financial cost 133.41 86.90 133.42 87.05
Depreciation and amortization 551.60 431.08 552.71 431.19
Impairment losses - - 35.53 986.62
Other expenses 5,220.95 4,728.39 6,538.43 5,630.93
Total expenses 16,298.19 15,755.32 23,931.44 20,775.62
Profi t before exceptional and extraordinary items and tax 4,086.31 4,399.63 5,531.30 3,773.26
Exceptional Items (32.51) - (32.51) -
Profi t before tax 4,053.80 4,399.63 5,498.79 3,773.26
Current tax 981.94 1,290.69 1,003.45 1,300.58
Deferred tax (75.29) 61.21 217.86 (60.78)
Prior year’s tax adjustment - -
Total tax expenses 906.65 1,351.90 1,221.31 1,239.80
Prior Period adjustments (Net off ) - - - -
Net Profi t (+) / Loss (-) 3,147.15 3,047.73 4,277.48 2,533.46
Less: share of minority interest - - - -
Profi t/loss for the period after minority interest 3,147.15 3,047.73 4,277.48 2,533.46
Net other comprehensive income for the year (333.98) 154.83 (313.35) 210.10
Total comprehensive income for the year 2,813.17 3,202.56 3,964.13 2,743.56
EPS (Basic) 15.72 14.84 21.36 12.34
EPS (Diluted) 15.72 14.84 21.36 12.34
• 15
• ADF FOODS LTD.
The Standalone Profit Before Tax (PBT) for the financial year ended 31st March, 2020 stood at R 4,053.80 Lakhs as
against the corresponding figures of previous financial year which stood at R 4,399.63 Lakhs. The Consolidated
Profit Before Tax (PBT) for the financial year ended 31st March, 2020 stood at R 5,498.79 Lakhs as against the
corresponding figures of previous financial year which stood at R 3,773.26 Lakhs representing growth over 45%.
B. BUSINESS DEVELOPMENT:
During the year under review, the Company launched new products under Ashoka brand like Frozen Chutneys, Bullet
Naan (Masala Naan), Tandoori Lachha Naan, Veg Spring Rolls, Cheese Samosa, Vegetable Samosa, Malaysian style
Plain Paratha and extended its current product line of Dipping Sauces with a new variant called Chatpata Achari
Dipping Sauce under the ambient range.
In addition to the business of prepared ethnic food, the Company has also entered into a new business segment
wherein it acts as a distribution agent of food products for a Fortune 500 FMCG global firm in the US and UK markets.
This new vertical gives us a wider product portfolio to offer the retailers who stock our products as well as it enables
us to use the retail network of the FMCG firm for our own products. This vertical contributed R 32.21 crores to
revenues in FY 2019-20. We are confident that this business would supplement our core business very well going
forward.
Last year, the Company initiated a Capex of R 20 crore for expansion of premium product capacities in both the
facilities, setting up an Effluent Treatment Plant (ETP) with zero liquid discharge at Nasik facility and installation of
solar panels in both the facilities for captive consumption. A large part of Capex has been committed during the
financial year 2019-20 with enhanced product capacities and automation of Chutney and Pickle lines. ETP with zero
liquid discharge has been commissioned at Nasik plant. The Solar power project in Nasik has gone on stream and has
started generating power and the excess units are being exported back to the MSEB grid.
C. COVID-19 UPDATES:
In light of the unprecedented situation owing to the spread of COVID-19, the Company is facing slowdown in the
production which is likely to continue for a couple of months. Though there is no significant reduction in demand,
the capacity to fulfill the orders has been reduced mainly on account of limited manpower and logistics challenges
caused by lockdown restrictions.
The Company is taking necessary steps to ensure smooth functioning. The Work From Home facility has been
extended to most of the employees. The Government directives regarding health and safety of the workforce at
the factories are strictly followed. Adequate stock of important ingredients is maintained. Purchases from alternate
local suppliers have been facilitated and efforts are being made to ensure timely dispatches of the finished goods.
Although there are uncertainties due to the COVID-19 pandemic, the Company remains cautiously optimistic and
is determined to emerge stronger with the strength of product portfolio, strong industry demand drivers, resilient
business model and strong financials.
D. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the Financial Statements relate and the
date of this Report.
E. SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2020 was R 20.02 Crore. During the year under review, the
Company has not issued or allotted any securities.
•
16 Annual Report 2019-20
F. DIVIDEND:
During the year under review, the Company paid to the shareholders, two Interim Dividends of R 1.50/- (Rupee
One and Paise Fifty only) per Equity Share of the face value of R 10/- (Rupees Ten only) each in the month of
December, 2019 and March, 2020 respectively.
The total Dividend for the fi nancial year 2019-20 is R 3/- (Rupee Three only) per Equity Share of the face value of
R 10/- (Rupees Ten only) each as against no dividend for the previous fi nancial year 2018-19.
G. TRANSFER TO RESERVES:
During the year under review, your Company has not transferred any amount to General Reserves.
H. SUBSIDIARY COMPANIES:
Your Company has three Subsidiaries viz. ADF Foods UK Ltd., Power Brands (Foods) Pvt. Ltd. and ADF Foods (India)
Ltd. and two step down Subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd. as on 31st March, 2020.
Power Brands (Foods) Pvt. Ltd., 100% Wholly Owned Subsidiary of the Company, is undergoing Voluntary Liquidation
vide Special Resolution passed by the Members on 5th November, 2012. Hence, the annual fi nancial statements as
on 31st March, 2020 of the said Subsidiary are not required to be prepared. During the year, the Board of Directors
reviewed the aff airs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013. We have
prepared consolidated fi nancial statements of the Company which forms part of the Annual Report. The salient
features of the fi nancial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached
to the fi nancial statements. The statement also provides the details of performance and fi nancial position of the
Company’s Subsidiaries.
During the year under review, the Company did not have any JVs and/or Associate companies.
The fi nancial statements of each of the Subsidiaries may be accessed on the Company’s website www.adf-foods.com.
I. BOARD OF DIRECTORS AND COMMITTEES:
o Directors
During the year, the following changes took place in the Board composition:
• 17
• ADF FOODS LTD.
•
18 Annual Report 2019-20
o Independent Directors’ Declaration
The Independent Directors have submitted a declaration that each of them meet the criteria of independence
as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.
o Meeting of Independent Directors
A meeting of the Independent Directors was held on 3rd March, 2020 in order to take into consideration the
performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of fl ow of
information between the Company management and the Board that would be necessary for the Board to eff ectively
and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in
the meeting except Mr. Chandir G. Gidwani and Ms. Anjali Seth, to whom leave of absence was granted.
o Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, of Chairman, its Committees and the Directors individually.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance
Report.
o Familiarization Programme for Independent Directors
The Independent Directors of the Company are eminent personalities having wide experience in the fi eld of
business, fi nance, industry and law. Their presence on the Board has been advantageous and fruitful in taking
business decisions. Independent Directors are appointed as per the Governance guidelines of the Company,
with management expertise and wide range of experience. The Directors appointed by the Board are given
induction and orientation with respect to the Company’s vision, strategic direction, core values, including ethics,
corporate governance practices, fi nancial matters and business operations by having one-to-one meeting with
the Managing Director and through a Corporate Presentation. The new Board Members are also acquainted to
access the necessary documents/ brochures, Annual Reports and Policies available on the Company’s website
www.adf-foods.com to enable them to familiarize with the Company’s procedures and practices. Periodic
presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/ Committee
meetings on business and performance updates of the Company, working capital management, fund fl ows,
business risks and its mitigation strategy, eff ectiveness of Internal Financial Controls, Subsidiary Companies
information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant
statutory changes encompassing important laws are regularly intimated to the Independent Directors.
Familiarization Programme of the Company as specifi ed under Regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is displayed on the Company’s website www.adf-foods.com and
is available under the web link: http://www.adf-foods.com/wp-content/uploads/2020/04/Familiarization-
Programme-2019-20.pdf.
o Policy of Directors’ Appointment and Remuneration
In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with
Section 178(3) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has formulated a Policy on Directors’ appointment and remuneration including criteria for
determining qualifi cations, positive attributes, independence of a Director and other matters, which is covered
in the Corporate Governance Report which forms part of this Report.
Further, information about elements of remuneration package of individual Directors is provided in the extract
of Annual Return as provided under Section 92(3) of the Act at Annexure-V in the prescribed form MGT-9 and
forms part of this Report.
• 19
• ADF FOODS LTD.
•
20 Annual Report 2019-20
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o Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
• 21
• ADF FOODS LTD.
2013. The Company did not receive any such complaints during the year.
The Prevention of Sexual Harassment Policy of the Company is displayed on the Company’s website
www.adf-foods.com and is available under the web-link: http://www.adf-foods.com/wp-content/uploads/2016/01/ADF-
Sexual-Harassment-policy.pdf
The Company has duly complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
During the FY 2019-20, no complaints were received and pending to be resolved pertaining to the sexual
harassment.
M. PARTICULARS OF EMPLOYEES:
o Key Managerial Personnel (KMP)
Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, Mr. Devang Gandhi, Chief Operating Officer
(appointed w.e.f. 10th August, 2019), Mr. Anish S. Jhaveri, Chief Financial Officer and Ms. Shalaka Ovalekar,
Company Secretary & Compliance Officer are the KMPs of the Company as on date of this Report.
o Employees
There were no employees drawing remuneration exceeding the monetary ceiling of R 1.02 Crores per
annum or R 8.50 Lakhs per month during the financial year 2019-20, if employed for a part of the year, as
prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
except Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO of the Company.
The information required under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given at Annexure I that forms part of the Board’s Report.
o Human Resource and Employee Relations
The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming
in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial
at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary
contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to
your Company’s steady performance.
N. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of
the Notes to the Financial Statements provided in this Annual Report.
O. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on an arm’s length basis and
were in the ordinary course of business. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, subsidiary
companies and other related parties which may have a potential conflict with the interest of the Company at
large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval.
Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of
a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before
the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis. The policy on
Related Party Transactions as approved by the Board is uploaded on the Company’s website.
•
22 Annual Report 2019-20
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Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the disclosure of particulars of contracts/ arrangements entered into by the Company with related
parties as specifi ed in Sub-Section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form AOC-2
which is attached as Annexure VI to this Report.
Pursuant to requirements of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, Company has formulated a ‘Policy on determining Material Subsidiaries’. The Policy is posted
on website of the Company viz. www.adf-foods.com.
The web link of the said Policy is: http://www.adf-foods.com/wp-content/uploads/2019/04/Policy-for-
Determining-Material-Subsidiary.pdf
P. PUBLIC DEPOSITS:
Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013
and the rules made thereunder during the fi nancial year 2019-20.
Q. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125(5) of the Companies Act, 2013, dividends pertaining to the fi nancial
year 2011-12 (Final) amounting to R 10,11,704/- which remained unpaid or unclaimed for a period of 7 years were
transferred by the Company to the Investor Education and Protection Fund during the fi nancial year under review.
Transfer of Equity Shares to the Demat account of IEPF Authority
Pursuant to the provision of Section 124(6) of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘Rules’), as amended from
time to time, it is mandatory for the Company to transfer all the shares in the name of Investor Education and
Protection Fund (IEPF) in respect of which dividend has not been claimed for seven consecutive years or more.
In compliance with the said Rules, during the fi nancial year 2019-20, there were 314 shareholders holding 44,685
equity shares of R 10/- each whose shares were transferred to IEPF.
The list of the aforesaid shareholders whose shares were transferred to IEPF is available at the below mentioned
web-link:
http://www.adf-foods.com/wp-content/uploads/2020/01/Details-of-Shares-Transferred-to-IEPF-2019.pdf
R. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has a Corporate Social Responsibility (CSR) Policy and set up CSR Committee and the same
is currently comprising of three Members viz. Mr. Viren Merchant, Independent Director, Mr. Jay M. Mehta,
Non-Executive Non-Independent Director and Mr. Bimal R. Thakkar, Chairman, Managing Director and CEO.
During the Financial Year 2019-20, the Company was required to spend an amount of R 64,58,147/- on the CSR
activities pursuant to Section 135 of the Companies Act, 2013.
During the year, the Company had spent an amount of R 59,78,550/- towards various meaningful CSR activities
in the areas such as education for underprivileged and disabled, food and medical expenses of poor people,
women empowerment, animal protection, environment protection through tree plantation, etc.
An amount of R 4,79,597/- remained to be unspent due to COVID-19 lockdown announced by the Government
w.e.f. 24th March, 2020. The Company will spend the said amount towards CSR activities within the stipulated
time limit.
• 23
• ADF FOODS LTD.
The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been disclosed in Annexure IV to this Report.
S. BUSINESS RESPONSIBILITY REPORT:
A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives
taken by the Company on the environmental, social and governance front forms part of this Annual Report as
Annexure C.
T. EXTRACT OF ANNUAL RETURN:
Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return
as at 31st March, 2020 forms part of this Report as Annexure V.
U. AUDITORS AND THEIR REPORT:
o Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Registration No. 104607W/W100166)
are the Statutory Auditors of the Company. There are no qualifications, reservations or adverse remarks
contained in the Auditors Report and therefore there are no further explanations to be provided for in this
Report.
o Details with respect to fraud reported by Auditors
During the year under review, no fraud was reported by Auditors.
o Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Keyul M. Dedhia
& Associates, Company Secretary in Practice (C.P. No. 8618), to undertake the Secretarial Audit of the
Company for the Financial Year 2019-20. The Secretarial Audit Report is annexed herewith as Annexure III.
There are no material qualifications, reservations or adverse remarks contained, in the said Report except
the certain observations. The summary of the observations along with the Company’s explanation is as
under:
•
24 Annual Report 2019-20
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• 25
• ADF FOODS LTD.
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
Mumbai, May 11, 2020
Regd. Office:
83/86, GIDC Industrial Estate, Nadiad 387 001, Gujarat
Tel.: 0268-2551381/2 Fax: 0268-2565068;
E-mail: [email protected]; website: www.adf-foods.com
CIN: L15400GJ1990PLC014265
•
26 Annual Report 2019-20
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ANNEXURE - I
1. PARTICULARS OF REMUNERATION
The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of
the Company, is as follows:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company
for the fi nancial year:
Name of Executive Director Ratio to Median Remuneration
*Mr. Bimal R. Thakkar NA
(ii) The percentage increase in remuneration of each Director, Chief Executive Offi cer (CEO), Chief Financial
Offi
cer (CFO), Company Secretary or Manager, if any, in the fi nancial year:
Name of Person % increase in Remuneration
*Mr. Bimal R. Thakkar - Chairman, Managing Director & CEO NA
Mr. Anish S. Jhaveri - CFO 7%
Ms. Shalaka Ovalekar - Company Secretary 14%
**Mr. Devang Gandhi - COO **NA
Note - The fi xed remuneration components have been taken into consideration for determining the % increase
in the remuneration over previous year.
*There is a change in the remuneration structure of Mr. Bimal Thakkar w.e.f. 1st May, 2019. As the fi xed
remuneration is changed to commission based variable remuneration, the remuneration for FY 2018-19 and
2019-20 are not comparable. Further, the ratio of remuneration of Mr. Bimal Thakkar to median remuneration
is not determined as the median remuneration being fi xed in nature cannot be compared to the commission
based variable remuneration of Mr. Bimal Thakkar.
** Mr. Devang Gandhi was appointed as the COO w.e.f. 10th August, 2019 and was not entitled to increment till
31st March, 2020.
(iii) The percentage increase in the median remuneration of employees in the fi nancial year: 10%
(iv) The number of permanent employees on the payroll of Company: 271
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last fi nancial year and its comparison with the percentile increase in the managerial remuneration and
justifi cation thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:
The average increase in the fi xed salaries of employees other than managerial personnel in 2019-20 was 10%.
There was a change in the remuneration structure of Mr. Bimal Thakkar, Chairman, Managing Director &
CEO w.e.f. 1st May, 2019. Accordingly, fi xed managerial remuneration was paid to him only for the month of
April, 2019. There was no percentile increase in the fi xed managerial remuneration paid to the Chairman &
Managing Director (CMD) for the month of April, 2019.
For the rest of the fi nancial year 2019-20, the CMD received remuneration as commission within the statutory
limit of 5% of net profi t of the Company calculated pursuant to provisions of Sections 197 and 198 of the
Companies Act, 2013. Due to change in the remuneration structure of the CMD, his remuneration being
variable in nature can’t be compared with fi xed salaries of other employees.
(vi) Affi
rmation that the remuneration is as per the remuneration policy of the Company:
The Company’s remuneration policy is driven by the success and performance of the individual employees
and the Company. Through its compensation package, the Company endeavors to attract, retain, develop
and motivate a high performance staff . The performance of the individuals is measured through the annual
appraisal process. The Company affi rms remuneration is as per the remuneration policy of the Company.
2. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company except receipt of sitting fees for attending Board and Committee meetings.
• 27
• ADF FOODS LTD.
ANNEXURE - II
NOMINATION & REMUNERATION POLICY:
Introduction:
The Company considers human resources as its prime invaluable asset. ADF believes in harmonizing the aspirations of
human resources to be consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time.
This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has
been formulated by the Committee on 9th August, 2014 and approved by the Board of Directors in their meeting on
11th August, 2014. The said Policy was amended by the Board of Directors in their meeting held on 22nd May, 2019.
I) Objective and purpose of the Policy:
The objective and purpose of this policy is:
• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become
Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key
Managerial positions and to determine their remuneration.
• To determine remuneration based on the Company’s size and financial position and trends and practices on
remuneration prevailing in peer companies, in the industry.
• To carry out evaluation of the performance of Directors.
• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the
Company’s operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons
and create competitive advantage.
Effective Date:
This policy shall be effective from 1st April, 2014.
Constitution of the Nomination and Remuneration Committee:
The Board has changed the nomenclature of Remuneration Committee constituted on 8th May, 2002 by renaming it
as Nomination and Remuneration Committee on 28th May, 2014.
The Nomination and Remuneration Committee comprises of following Directors:
i) Mr. Viren A. Merchant, Chairman [Non-Executive Independent Director]
ii) Mr. Ravinder Kumar Jain, Member [Non-Executive Independent Director]
iii) Mr. Jay Mehta, Member [Non-Executive Non-Independent Director]
The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable
statutory requirement.
Definitions:
• Board means Board of Directors of the Company.
• Directors mean Directors of the Company.
• Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted
by the Board.
•
28 Annual Report 2019-20
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• 29
• ADF FOODS LTD.
• identify persons who are qualified to become Directors and who may be appointed in senior management
in accordance with the criteria laid down in this Policy, and recommending to the Board of Directors
their appointment and removal and shall specify the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination
and Remuneration Committee or by an independent external agency and review its implementation and
compliance.
• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
• decide whether to extend or continue the term of appointment of the Independent Directors, on the basis
of the report of performance evaluation of Independent Directors.
• recommend to the Board, all remuneration, in whatever form, payable to senior management and KMP’s.
PART – B
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
• Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommend to the Board
his/ her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he/ she is
considered for appointment. The Committee has discretion to decide whether qualification, expertise
and experience possessed by a person is sufficient/ satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole Time Director who
has attained the age of seventy years provided that the term of the person holding this position may
be extended beyond the age of seventy years with the approval of shareholders by passing a Special
Resolution based on the Explanatory Statement annexed to the notice for such motion indicating the
justification for extension of appointment beyond seventy years.
Term/ Tenure:
1. Managing Director/ Whole Time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or
Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier
than one year before the expiry of term.
2. Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and
disclosure of such appointment in the Board’s report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent
Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent
Director. Provided that an Independent Director shall not, during the said period of three years, be appointed
in or be associated with the Company in any other capacity, either directly or indirectly.
Evaluation:
The Committee shall carry out evaluation of performance of every Director on annual basis.
•
30 Annual Report 2019-20
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Removal:
Due to reasons for any disqualifi cation mentioned in the Companies Act, 2013, rules made thereunder or under
any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons
recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and
compliance of the said Act, rules and regulations.
Retirement:
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain
the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after
attaining the retirement age, for the benefi t of the Company.
PART – C
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE TIME DIRECTOR, KMP AND SENIOR
MANAGEMENT PERSONNEL
General:
1. The remuneration/ compensation/ commission, etc. to the Whole Time Director, KMP and Senior
Management Personnel will be determined by the Committee and recommended to the Board for approval.
The remuneration/ compensation/ commission, etc. shall be subject to the prior/ post approval of the
shareholders of the Company and Central Government, wherever required.
2. The remuneration and commission to be paid to the Whole Time Director shall be in accordance with the
percentage/ slabs/ conditions laid down in the Companies Act, 2013, read with the rules made thereunder
and the approval of the Board of Directors.
3. Increments to the existing remuneration/ compensation structure of the Directors, KMP’s and senior
management personnel may be recommended by the Committee to the Board which should be within the
slabs approved by the Shareholders in the case of Whole Time Director. Increments will be eff ective as per
the terms of the employment agreements.
4. Where any insurance is taken by the Company on behalf of its Whole Time Director, Chief Executive Offi cer,
Chief Financial Offi cer, the Company Secretary and any other employees for indemnifying them against any
liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any
such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall
be treated as part of the remuneration.
• Remuneration to Whole Time/ Executive/ Managing Director, KMP and Senior Management Personnel:
1. Fixed pay:
The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly
remuneration as may be approved by the Board on the recommendation of the Committee. The breakup
of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme,
medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of
the Committee and approved by the shareholders and Central Government, wherever required.
• 31
• ADF FOODS LTD.
2. Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not
exceeding the ceiling mentioned under Section 197 of the Companies Act, 2013.
3. Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Whole Time Director in accordance with the provisions of Schedule V of the Companies
Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central
Government.
4. Provisions for excess remuneration:
If any Whole Time Director draws or receives, directly or indirectly by way of remuneration any such sums
in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the
Central Government, where required, he/ she shall refund such sums to the Company and until such sum is
refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable
to it unless permitted by the Central Government.
Remuneration to Non-Executive/ Independent Director:
1. Sitting Fees:
The Non-Executive/ Independent Director may receive remuneration by way of fees for attending
meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed
R One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central
Government from time to time.
2. Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not
exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies
Act, 2013.
3. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
•
32 Annual Report 2019-20
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ANNEXURE - III
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
ADF Foods Limited
Corporate Identity Number: L15400GJ1990PLC014265
83/86, GIDC Industrial Area, Nadiad, Gujarat - 387 001.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by ADF Foods Limited (hereinafter called “the Company”). The Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
We would like to state that due to nation-wide lockdown ordered by the Government of India in view of COVID-19
global pandemic, we have not been able to physically verify the records of the Company for the purpose of our
current audit and have instead placed our reliance solely on the contents of electronically signed/ scanned copies of
the records, documents, papers, information, explanation provided to us by the Company and its offi cers and agents
in electronic form.
Based on our limited verifi cation of the Company’s Books, Papers, Minute Books, Forms and Returns fi led with
applicable regulatory authority(ies) and other records maintained by the Company and also the information provided
by the Company, its offi
cers, agents and authorized representatives during the conduct of secretarial audit, we
hereby report that in our opinion, the Company has, during the fi nancial year ended on March 31, 2020 (‘Audit Period’),
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 reporting made hereinafter:
We herewith report that maintenance of proper and updated Books, Papers, Minutes Books, fi ling of Forms and
Returns with applicable regulatory authorities and maintaining other records is responsibility of management and
of the Company. Our responsibility is to verify the content of the documents produced before us, make objective
evaluation of the content in respect of compliance and report thereon. We have examined on test check basis, the
Books, Papers, Minute Books, Forms and Returns fi led and other records maintained by the Company and produced
before us for the fi nancial year ended March 31, 2020, as per the provisions of:
(i) The Companies Act, 2013, (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder with respect to
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent the
same was applicable to the Company;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):
• 33
• ADF FOODS LTD.
(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,
2018 (to the extent applicable);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not
applicable to the Company during the Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not
applicable to the Company during the Audit period);
(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 (Not applicable
to the Company during the Audit period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to
the Company during the Audit period); and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
(vi) We relied on the representation made by the Company and its Officers in respect of systems and mechanism
formed / followed by the Company for the compliance of the following laws applicable specifically to the
Company:
1. Food Safety and Standards Act, 2006.
2. Food Safety and Standards Rules, 2011.
3. The Food Safety and Standards (Packaging and Labeling) Regulations, 2011.
We have also examined compliance with the applicable clauses of:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of
Companies Act, 2013; and
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s).
Based on the aforesaid information provided by the Company, we report that during the financial year under
review, the Company has complied with the provisions of the above mentioned Act/s, Rules, Regulations,
Guidelines, Standards, etc. and we have not found material observation or instances of non-compliance in
respect of the same subject to the following observations:
1. The Company has given public notice through newspaper advertisement for informing its shareholders
regarding the due date of transfer of shares to Investor Education and Protection Fund [IEPF] on June 27,
2019 for the proposed transfer of shares due on September 8, 2019, which is less than three months before
the due date of transfer of shares in non-compliance of the provisions of Section 124 of the Companies Act,
2013 and rules made thereunder.
We further report that, the Company has unspent amount for the financial year ended March 31, 2020 in the
amount to be spent towards Corporate Social Responsibility activities as per provisions of Section 135 of the
Companies Act, 2013 and rules made thereunder.
•
34 Annual Report 2019-20
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We further inform that, Mr. Bhavesh Thakkar, Promoter of the Company has transferred 5,01,000 [2.50%]
Equity Shares of the Company to Mr. Krish Thakkar, son of Mr. Bhavesh Thakkar on December 27, 2019 by way
of gift. However, the disclosure under Regulation 29 of Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 for the said transfer of shares was submitted to Stock
Exchange(s) on February 25, 2020 by him with delay of 55 [fi fty fi ve] days.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors about scheduled Board Meetings, Agenda and detailed notes on
agenda were sent at least seven days in advance, and a reasonable system exists for Board Members for seeking
and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful
participation at the meeting.
Based on the representation made by the Company and its Offi cers, we herewith report that majority decision
is carried through and proper system is in place which facilitates / ensure to capture and record, the dissenting
member’s views, if any, as part of the Minutes.
Based on the representation made by the Company and its Offi
cers explaining to us in respect of internal
systems and mechanisms established by the Company which ensures compliances of Acts, Laws and
Regulations applicable to the Company, we 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.
We further report that, during the audit period:
a. Mr. Ashok Thakkar and Mr. Mishal Thakkar re-classifi ed from Promoter and Promoter Group to Public category.
For Keyul M. Dedhia & Associates
Company Secretaries
Unique ICSI Code Number: S2009MH120800
Keyul M. Dedhia
Proprietor
FCS No: 7756 COP No: 8618
UDIN: F007756B000227415
May 11, 2020, Mumbai
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.
• 35
• ADF FOODS LTD.
ANNEXURE - A
To,
The Members,
ADF Foods Limited
Corporate Identity Number: L15400GJ1990PLC014265
83/86, GIDC Industrial Area, Nadiad, Gujarat-387 001.
Sub: Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial records 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-check basis (by
verifying records as was made available to us) to ensure that correct facts are reflected in secretarial records. We
believe that the processes and practices we follow, 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 and we have relied on Statutory Auditors’ independent assessment on the same.
4. Wherever 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 process followed by Company
to ensure adequate Compliance on test-check 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.
Keyul M. Dedhia
Proprietor
FCS No: 7756 COP No: 8618
UDIN: F007756B000227415
•
36 Annual Report 2019-20
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ANNEXURE - IV
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
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 Company has always recognized that its business is a part of the community where it operates. The
Company has undertaken various CSR initiatives so far including construction of toilets under Clean India
Mission, sponsoring education of urban and rural underprivileged students, women empowerment, medical aid
for needy people, support to physically challenged people, contribution to environment protection by creating
awareness for avoiding usage of plastic, animal welfare, etc. The Company will continue to contribute in these
areas and will simultaneously explore the opportunities to contribute towards other social causes through its
CSR program.
CSR Policy is stated herein below:
Weblink: http://www.adf-foods.com/wp-content/uploads/2016/01/ADF-CSR-Policy-1.pdf
2. Composition of the CSR Committee:
Mr. Viren A. Merchant Chairman (Independent Director)
Mr. Bimal R. Thakkar Member (Chairman, Managing Director & CEO)
Mr. Jay M. Mehta Member (Non-Independent Director) - inducted w.e.f. 01.06.2019
3. Average net profi t of the Company for last three fi nancial years: R 3,229.20 Lakhs.
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): R 64.58 Lakhs
During the FY 2019-20, the Company was required to spend R 64.58 Lakhs towards CSR.
5. Details of CSR spend for the fi nancial year:
a. Total amount spent for the fi nancial year: R 59.78 Lakhs
b. Amount unspent, if any: R 4.80 Lakhs
Manner in which the amount spent during the fi nancial year is detailed below:
Sr. CSR Project or Activity Sector in Projects or programs Amount Amount spent on the Cumulative Amount spent: Direct or through
No. Identified which the (1)Local area or other Outlay( bud projects or programs Expenditure implementing agency (Break-up is
project is (2) Specify the state get) project Sub heads upto to the inclusive of overhead expense)
covered and district where or programs (1)Direct expenditure reporting
projects or programs wise period
was undertaken (2) Overheads
• 37
• ADF FOODS LTD.
Sr. CSR Project or Activity Sector in Projects or programs Amount Amount spent on the Cumulative Amount spent: Direct or through
No. Identified which the (1)Local area or other Outlay( bud projects or programs Expenditure implementing agency (Break-up is
project is (2) Specify the state get) project Sub heads upto to the inclusive of overhead expense)
covered and district where or programs (1)Direct expenditure reporting
projects or programs wise period
was undertaken (2) Overheads
4 Education Women Mumbai, 13,90,000 13,90,000 20,45,500 Through implementing agency viz.
empowerment Nasik,
Distribution of women ADAPT- R 60,000/-
Nadiad and
hygiene products Porbunder Dev Foundation- R 3,30,000/-
Education Arya Kanya Vidyalaya Trust –
R 10,00,000/-
5 IDA (In Defense of Animal Welfare Mumbai 1,00,000 1,00,000 6,50,000 Through implementing agency viz.
Animals) IDA
6 Donation for medical Health Mumbai 10,24,350 10,24,350 63,13,845 Through implementing agency viz.
purpose
Abhi Educational & Charitable
Foundation – R 5,97,600/-
Aditya Eye Jyot - R 4,00,000/-
Nirant Vividh Seva Trust – R 26,750/-
7 Financial aid to Eradication of Nadiad 1,00,000 1,00,000 3,30,000 Nirant Vividh Seva Trust
underprivileged people poverty
8 Protection of Environmental Tamil Nadu 2,10,000 2,10,000 2,10,000 Isha Outreach
environment Protection
Total Direct expenses of R 57,78,550
projects & programs (A)
Overheads Expenses (B) R 2,00,000
Total (A) + (B) R 59,78,550
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:
The marginal amount out of total CSR budget of R 64.58 Lakhs for the FY 2019-20 remained to be spent on
account of sudden lockdown towards end of March, 2020. However, the Company will spend the said amount for
its ongoing projects during FY 2020-21.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in
compliance with CSR objectives and Policy of the Company is reproduced below:
We hereby affirm that CSR Policy, as recommended by CSR Committee and approved by the Board, has been
implemented and the CSR Committee monitors the implementation of CSR projects and activities in compliance
with CSR objectives.
•
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• 39
• ADF FOODS LTD.
8. Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government
for socio-economic development and relief and welfare of the Schedule Castes, Tribes, other backward classes,
minorities and women;
9. Contribution to incubators funded by Central Government or State Government or any agency or Public Sector
Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian
Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of
Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific
and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development
Organisation (DRDO), Department of Biotechnology (DBT), Department of Science and Technology (DST),
Ministry of Electronics and Information Technology) engaged in conducting research in science, technology,
engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);
10. Rural development projects;
11. Slum area development
Explanation - For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the
Central Government or any State Government or any other competent authority under any law for the time
being in force.
12. Disaster management, including relief, rehabilitation and reconstruction activities.
The Company may decide to undertake such CSR activities/projects/programs as may be recommended by the
CSR Committee
Provided that –
a. The Company may also collaborate with other companies for undertaking projects or programs or CSR
activities in such a manner that the CSR Committee is in a position to report separately on such projects or
programs in accordance with the CSR Rules;
b. The CSR projects shall be only taken up in India;
c. The CSR projects or programs or activities shall not only benefit the employees of the Company;
d. Company shall not contribute to any Political Party under CSR activities.
Guidelines for monetary contributions:
The Company may decide to grant donations to a registered trust/ a registered society/ a Company established
by the Company or its holding or subsidiary or associate Company under Section 8 of the Act/by such institutions
as mentioned in the Act:
Provided that-
if such trust, society or Company is not established by the Company or its holding or subsidiary or its associate
Company, it shall have an established track record of three years in undertaking similar programs or projects;
Accounting and reporting:
CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating
to CSR activities approved by the Board on the recommendation of the CSR Committee. The report will be
presented to the Committee at the end of each financial year.
Any surplus arising out of CSR projects/programs/activities shall not form part of the business profit.
The Board’s Report shall include CSR report in the prescribed format on an annual basis.
The contents of CSR policy shall be disclosed in the Board’s Report and the same shall be displayed on the
Company’s website.
•
40 Annual Report 2019-20
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ANNEXURE - V
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the fi nancial year ended on 31st March, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014]
• 41
• ADF FOODS LTD.
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
(as on 01.04.2019) (as on 31.03.2020) during the
Demat Physical Total % of Demat Physical Total % of year
total total
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 62,38,351 - 62,38,351 31.16 62,88,248 - 62,88,248 31.41 0.25
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corp. 2,38,399 - 2,38,399 1.19 6,18,915 - 6,18,915 3.09 1.90
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A)(1) 64,76,750 - 64,76,750 32.35 69,07,163 - 69,07,163 34.50 2.15
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total shareholding of 64,76,750 - 64,76,750 32.35 69,07,163 - 69,07,163 34.50 2.15
Promoter (A) =
(A)(1)+(A)(2)
B.Public Shareholding
(1) Institutions
a) Mutual Funds - 5,100 5,100 0.03 - 3,000 3,000 0.01 (0.02)
b) Banks / FI 37,030 500 37,530 0.19 20,719 500 21,219 0.11 (0.08)
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) Foreign Portfolio Investors 35,500 3,300 38,800 0.19 - 3,300 3,300 0.02 (0.17)
h) Foreign Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) 72,530 8,900 81,430 0.41 20,719 6,800 27,519 0.14 (0.27)
(2) Non-Institutions
a) Bodies Corp.
i) Indian 53,35,460 12,000 53,47,460 26.71 67,83,715 11,900 67,95,615 33.94 7.23
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders 33,14,629 7,64,051 40,78,680 20.37 28,56,357 6,79,851 35,36,208 17.66 (2.71)
holding nominal share
capital upto R 2 lakh
ii) Individual shareholders 28,83,883 - 28,83,883 14.40 16,35,338 - 16,35,338 8.17 (6.23)
holding nominal share
capital in excess of R 2 lakh
c) Others (specify)
i) NRI (Repat) 1,95,909 100 1,96,009 0.98 1,71,300 100 1,71,400 0.86 (0.12)
ii) NRI (Non Repat) 31,771 - 31,771 0.16 45,805 - 45,805 0.23 0.07
iii) Clearing member 1,08,999 - 1,08,999 0.54 46,742 - 46,742 0.23 (0.31)
iv) Independent Directors/ 1,18,500 - 1,18,500 0.59 1,30,369 - 1,30,369 0.65 0.06
relative
v) Other Directors/relatives 1,00,000 - 1,00,000 0.50 1,03,000 - 1,03,000 0.51 0.01
•
42 Annual Report 2019-20
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Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
(as on 01.04.2019) (as on 31.03.2020) during the
Demat Physical Total % of Demat Physical Total % of year
total total
Shares Shares
vi) NBFC 15,523 - 15,523 0.08 - - - - (0.08)
vii) Trusts - - - - - - - - -
viii)HUF 2,21,523 - 2,21,523 1.11 2,17,684 - 2,17,684 1.09 (0.02)
ix) IEPF 3,62,191 - 3,62,191 1.81 4,05,876 - 4,05,876 2.03 0.22
Sub-total (B)(2) 1,26,88,388 7,76,151 1,34,64,539 67.25 1,23,96,186 6,91,851 1,30,88,037 65.37 (1.88)
Total Public Shareholding 1,27,60,918 7,85,051 1,35,45,969 67.65 1,24,16,905 6,98,651 1,31,15,556 65.50 (2.15)
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian - - - - - - - - -
for GDRs & ADRs
Grand Total (A+B+C) 1,92,37,668 7,85,051 2,00,22,719 100.00 1,93,24,068 6,98,651 2,00,22,719 100.00 -
•
43
• ADF FOODS LTD.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sr. Name of the Shareholder Shareholding at the beginning of the Change in the shareholding during Shareholding at the end of the year as
No. year as on 01.04.2019 the year on 31.03.2020
No. of shares % of the total No. of shares % of the total No. of shares % of the total
Shares of the Shares of the Shares of the
Company Company Company
1. Authum Investment and Infrastructure Ltd. - 0.00 44,94,052 22.44 44,94,052 22.44
2. Top Class Capital Markets Pvt. Ltd. 7,86,535 3.93 (1,88,968) (0.94) 5,97,567 2.99
3. Dar's Business Finance Pvt. Ltd. - 0.00 4,54,603 2.27 4,54,603 2.27
4. Investor Education and Protection Fund 3,62,191 1.81 43,685 0.22 4,05,876 2.03
Authority Ministry of Corporate Affairs
5. Ebony Advisors LLP 4,00,000 2.00 (11,000) (0.06) 3,89,000 1.94
6. Lashit Sanghvi 2,83,750 1.42 - - 2,83,750 1.42
7. Ashwin Kedia 2,50,000 1.25 - - 2,50,000 1.25
8. Mishal Ashok Thakkar 21,098 0.11 1,18,368 0.59 1,39,466 0.70
9. IND Finance and Securities Trust Pvt. Ltd. 1,00,000 0.50 - - 1,00,000 0.50
10. Sanand Properties Pvt. Ltd. 1,43,191 0.71 (50,574) (0.25) 92,617 0.46
Note:
1. Authum Investment and Infrastructure Ltd.
Increase: Acquired 68,996 shares on 22.11.2019; 31,17,130 shares on 10.01.2020; 14,022 shares on
31.01.2020; 32,985 shares on 07.02.2020; 36,281 shares on 14.02.2020; 17,314 shares on 21.02.2020; 5,300
shares on 28.02.2020; 63,996 shares on 13.03.2020; 10,93,504 shares on 20.03.2020; 93,214 shares on
27.03.2020.
•
44 Annual Report 2019-20
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• 45
• ADF FOODS LTD.
#
Ms. Anjali Seth retired from directorship of the Company w.e.f. 9th March, 2020 pursuant to completion of her tenure as an Independent Director.
V. Indebtedness of the Company including interest outstanding/accrued but not due for payment
(R in Lakhs)
Secured Loans Unsecured Loans Deposits Total
excluding Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
• Addition - 12,096.34 - 12,096.34
• Reduction - 9,785.75 - 9,785.75
Net Change - 2,310.59 - 2,310.59
Indebtedness at the end of the financial year
i) Principal Amount - 2,310.59 - 2,310.59
ii) Interest due but not paid - 5.83 - 5.83
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 2,316.42 - 2,316.42
•
46 Annual Report 2019-20
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• 47
• ADF FOODS LTD.
*Mr. Devang Gandhi has been appointed as the Chief Operating Officer of the Company w.e.f. August 10, 2019.
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
Mumbai, May 11, 2020
Regd. Office:
83/86, GIDC Industrial Estate, Nadiad 387 001, Gujarat
Tel.: 0268-2551381/2 Fax: 0268-2565068;
E-mail: [email protected]; website: www.adf-foods.com
CIN: L15400GJ1990PLC014265
•
48 Annual Report 2019-20
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ANNEXURE - VI
FORM NO. AOC-2
(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis: The Company has not entered
into any contract or arrangement or transaction with its related parties which is not at arm’s length during
fi nancial year 2019-20.
2. Details of contracts or arrangement or transactions at arm’s length basis:
Name of Related Nature of Nature of Contracts / Duration of Board’s approval Member’s Monetary value
Party Relationship salient features Contract date approval date during the FY
2019-20 (R)
ADF Foods (India) Wholly Sale, purchase or Duration of 27th July, 2016 28th September, 58,27,180
Ltd. Owned supply of any goods or Contract is from 2016
Subsidiary materials and/or availing 01st April, 2017 to
or rendering of any 31st March, 2020.
services and/ or leasing
of property
Maximum Limit
R 50 crore per annum.
ADF Foods UK Ltd. 100% Share application money NA 25th July, 2018 NA 3,58,08,750
Subsidiary
Investment in Optionally 8,21,67,500
Convertible Preference
Shares
ADF Foods (USA) Step down Sale, purchase or supply Duration of 27th July, 2016 28th September, 19,99,440
Ltd. Subsidiary of any goods or materials Contract is from 2016
and/or availing or 01st April, 2017 to
rendering of any services. 31st March, 2020.
Maximum Limit
R 50 crore per annum
Shivaan B. Thakkar Person in Employment contract. Duration of 12th February, NA 13,75,280
place of Contract is 2019
Basic: R 72,000/- p.m.;
profi t for a period of
HRA : 40% of basic; three years with
eff ect from 15th
LTA: for himself and his
February, 2019
family subject to a ceiling
of ½ months basic salary
in a year.
• 49
• ADF FOODS LTD.
Name of Related Nature of Nature of Contracts / Duration of Board’s approval Member’s Monetary value
Party Relationship salient features Contract date approval date during the FY
2019-20 (R)
Reimbursement of
medical expenses;
incurred by him and his
family subject to a ceiling
of ½ months basic salary
in a year;
Ex-gratia at the time of
Diwali subject to one
month’s basic salary;
Other benefits such as PF
and Gratuity;
Provision of a car
with driver for use on
Company’s business.
Mahalaxmi R. Relative of Lease of bungalow at Duration of 12th August, 2015 30th September, 50,000
Thakkar Directors Nadiad Contract is for 99 2015
years w.e.f. from
Rent – R 50,000/- per st
1 April, 2007.
annum and Interest Free
Refundable Security
Deposit of R 10,50,000/-
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
Mumbai, May 11, 2020
Regd. Office:
83/86, GIDC Industrial Estate, Nadiad 387 001, Gujarat
Tel.: 0268-2551381/2 Fax: 0268-2565068;
E-mail: [email protected]; website: www.adf-foods.com
CIN: L15400GJ1990PLC014265
•
50 Annual Report 2019-20
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ANNEXURE - VII
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as
prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report
for the year ended 31st March, 2020.
A. Conservation of Energy:
The Company has been continuously attempting to create a conscious awareness against excessive
consumption and wastage at all levels. The Company is taking all possible steps to conserve energy. Maximum
eff orts for this purpose will continue.
FORM A
Form for disclosure of particulars with respect to Conservation of Energy
(A) Power and Fuel Consumption: 2019-20 2018-19
1 Electricity
a Purchased Units (KWH) 4,268,954 3,967,970
Total Amount (R) 35,964,979 31,618,246
Average Rate/Unit (R) 8.42 7.97
B Own Generation
i Through Diesel Generator N.A. N.A.
Units (KWH) - -
Units/ Lt. of Diesel - -
Cost/Unit (R) - -
• 51
• ADF FOODS LTD.
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
Mumbai, May 11, 2020
•
52 Annual Report 2019-20
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ANNEXURE A
MANAGEMENT DISCUSSION AND ANALYSIS
ADF Foods Limited (ADF) is a leading global player in the prepared ethnic food market. The Company is primarily
engaged in manufacturing and exporting of ready-to-eat food, ready-to-cook food, frozen food, frozen vegetables,
and meal accomplishments like pickles, sauces and pastes. ADF has a portfolio of well established brands and an
international presence in 50+ countries with 180+ distributors across Europe, USA, Canada, Middle East, Asia,
Australia, New Zealand and other countries. The Company has established a strong position in the growing processed
food industry through customer centric approach and continuous innovations.
1. Industry Overview
Global Ethnic Food Market:
The world is witnessing a paradigm shift in taste preference over ethnic food due to increased diaspora and the
willingness to experiment with international cuisines. The global ethnic food market was valued at $36.48 billion
in 2018, and is projected to register a Compound Annual Growth Rate (CAGR) of 11.8%, to reach $41.96 billion
in 2024 (Source: Modor Intelligence).
Global ethnic food market ($ billion)
Global ethnic food market ($ billion)
41.96
~ CAGR:11.80
'II
36.48
I
2018 2024
The rising trend in the global ethnic food market is attributed to the increasing migration among the world
population for personal and professional purposes. The migrant consumers are therefore looking for more
innovative and experimental food choices which are authentic, convenient, ready to eat as well as healthy. The
ethnic food manufacturers are focusing on the convenience factor, authentic food tastes, cuisine and health
Share of Asian-Inspired Foods Sale
variants like gluten/vegan etc., and packaging formats of the products.
Amongst the international cuisines, Asian (Indian, Chinese), Middle Eastern and Mexican cuisines are the most
preferred ones.
UK Ethnic Food Market: 32 30
The UK Ethnic Food market was valued at £1.6 billion in 2013, recording robust 32% growth between 2008-13
(Source: World Food Association). The market is continuing to grow at 5-6% every year backed by a variety of
factors – increasing preference for Ready-To-Eat (RTE), new product developments, an increasingly multicultural
Chinese Asian(Non-Chines
Britain, and improved off erings by supermarkets. The UK ethnic food market benefi ts from strong demand as
Source: Specialty Food Association;
six in ten adults (60%) enjoy eating foreign food (Source: Mintel).
Indian food remains the largest segment in the market ahead of Chinese. Indians are the largest ethnic minority
in the UK which ranks sixth in the world in the Indian diaspora. There are approximately 1.5 million Indians living
in the UK and are the largest foreign-born population group in the UK.
• 53
• ADF FOODS LTD.
bal ethnic food market ($ billion)
41.96
CAGR:11.80
36.48
US Ethnic Food Market:
The US Ethnic Food market was estimated at $12.5 billion in 2018, having grown from $11 billion in 2013, a CAGR
of ~3% (Source: Statistica). An increasingly diverse population and more frequent home cooking has helped the
ethnic food market to continue to grow.
2018 2024
The ethnic foods market in the U.S. does have a variety of offerings. The largest segment of the ethnic foods
market is Mexican/ Hispanic foods. The popularity of ethnic foods is also being driven by the Asian and Indian
food segments, which are growing faster than market average.
Share of Asian-Inspired Foods Sales in United States,2016
32 30
22
Industry Trends:
There are several important dynamics affecting the Ethnic Food Industry, including:
• Evolving consumer tastes and preferences offering opportunities for innovations:
Consumers demand healthy and authentic food alternatives with fewer artificial ingredients. In addition,
many ethnic food offerings are becoming more mainstream as consumers show a greater willingness to try
new flavours and cuisines. Changes in consumer preferences create opportunities for new and innovative
products and for unique food-away-from-home destinations.
• Strong preference of convenience RTE food by millennials:
According to a research, millennials, the largest living generation, are poised to have more spending power
than baby boomers. Over half of the consumers eat RTE meals at least three times a day. They spend most
of their income on RTE food products which optimise the ease of consumption.
• Emerging importance of a balanced healthy diet:
The industry experts suggest that segments such as gluten free, lactose free, veganism, vegetarianism
and nutritional food are gaining market share as consumers are becoming more health conscious. As per
study, 45% of consumers consume organic snacks. Veganism has grown 500% since 2014 in the US with
6% of US consumers now claiming to be vegan, up from just 1% in 2014 (Source: Rise of the Vegan).
2. Company Overview
ADF is a market leader in the prepared ethnic food segment with products spanning across ready-to-eat food,
ready-to-cook food, frozen food, frozen vegetables and meal accomplishments like pickles, chutneys, sauces
and cooking pastes. The Company had also forayed in baked snacks and flavoured milk drinks segments. Export
contributes more than 95% of revenues across countries including US, Canada, Europe, Australia, Middle East
and Asia. ADF’s brands include Ashoka, Truly Indian, Camel, Aeroplane, Soul, Nate’s and PJ’s Organics.
Meal Meal
Curry powders Cooking sauces
accompaniments accompaniments
Flavoured drink
Cooking pastes Cooking sauces Ready to cook food
milk
The Company has been continuously endeavouring towards catering to changing consumer needs by developing
newer products under diff erent categories. The Company has a dedicated team of professionals engaged in
understanding the developments and bringing out innovative products. This year, the Company has launched
new products under Ashoka brand like Frozen Chutneys, Bullet Naan (Masala Naan), Tandoori Lachha Naan, Veg
Spring Rolls, Cheese Samosa, Vegetable Samosa, Malaysian style Plain Paratha and extended its current product
line of Dipping Sauces with a new variant called Chatpata Achari Dipping Sauce under the ambient range.
This year ADF added a new business vertical of ‘Agency Distribution’. Under this, the Company would act as
distribution agent of food products for a Fortune 500 FMCG global fi rm across the US and UK markets. This
new vertical gives the Company a wider product portfolio to off er to its distributors as well as enables it to tap
the existing network of the FMCG global fi rm for its own products. The segment contributed R 32.21 Crores to
Revenue in FY20.
This year, the Company strengthened its senior management team with appointment of Mr. Devang
Gandhi as Chief Operating Offi
cer and Ms. Purvi Dwivedi as General Manager-Accounts. In addition, ADF
appointed Independent Directors - Mr. Chandir Gidwani w.e.f. 7th February, 2020 and Ms. Deepa Harris w.e.f.
25th March, 2020.
The Company has two state of the art manufacturing plants located in Nasik, Maharashtra and Nadiad, Gujarat.
The Nasik plant is spread across 10,100 sq. meters of area. The Nadiad facility is built in an area of 15,000
sq. meters. Both are HACCP (Hazard Analysis and Critical Control Point) and BRC (British Retail Consortium)
accredited and ISO 22000:2005 certifi ed.
Last year, the Company initiated a Capex of R 20 crore for expansion of premium product capacities in both the
facilities, setting up an Effl
uent Treatment Plant (ETP) with zero liquid discharge at Nasik facility and installation
of solar panels in both the facilities for captive consumption. A large part of Capex has been committed during
the current year (FY’20) with enhanced product capacities and automation of Chutney and Pickle lines. ETP
with zero liquid discharge has been commissioned at Nasik plant. The Solar power project in Nasik has gone on
stream and has started generating power and the excess units are being exported back to the MSEB grid.
Towards the end of the year, your Company’s operations were impacted due to the COVID-19 Pandemic. As
per the directions issued by the Central Government, both manufacturing plants at Nasik and Nadiad were
• 55
• ADF FOODS LTD.
shut down w.e.f. 24th March, 2020. Thereafter, the Company obtained permissions from the Government and
local authorities to restart manufacturing operations at both the plants, our food products being in the nature
of essential goods. Accordingly, both the factories have become partially operational from 1st April, 2020. The
overall impact on the business cannot be ascertained at present.
3. Financial Highlights
FINANCIAL PERFORMANCE
On a Standalone basis for the year ended March 31, 2020, total income for the Company increased by 1.14%
over the last year to R 2.30 crores. EBIDTA reduced by 2.97% over the previous FY to R 1.46 crores. During the
Fiscal 2020, the Company’s PAT was R 31.47 crores, up from R 30.48 crores in the previous year, a year-on-year
growth of 3.26%.
On a Consolidated basis, the Company’s total income for FY2019-20 stood at R 294.63 crores with a year-on-
year increase of 20.02%. The EBIDTA also grew by 18.47% over the previous FY to R 9.75 crores. PAT for the
year ended March 31, 2020 stood at R 42.77 crores with an increase of 68.84% as compared to R 25.33 crores in
the previous year.
Debtors Turnover Ratio: The change in ratio is on account of minor slowdown in collections due to lock down at
various places.
Inventory Turnover Ratio: The ratio has declined due to higher inventory with lower cost of goods sold. Due
to national lock down, the Company was unable to dispatch goods since third week of March which resulted in
higher inventory levels at the year end.
•
56 Annual Report 2019-20
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Interest Coverage Ratio: The interest cost has gone up due to short term working capital loan obtained during
the year.
Current Ratio: Current ratio changed on account of short term working capital loan obtained during the year.
Debt-Equity Ratio: Not applicable to the Company.
Operating Profi t Margin: During the year, the Company has changed its product mix thereby focusing on higher
yielding products, still there is reduction in operating margin mainly due to higher expenditure.
Net Profi t Margin: Improved due to reduction in income tax rate.
DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS
FINANCIAL YEAR ALONG WITH THE DETAILED EXPLANATION THEREOF
During the FY 2019-20, the Company’s Return on Consolidated Net Worth was 27.71% as against 18.60% in the
previous FY resulting in an increase of 9.11% over the previous year. The said increase was mainly on account of
growth in Profi t After Tax.
4. SOAR ANALYSIS
Strength Opportunities
• Wide range of products catering to varied • Rising demand for prepared food due to busy
tastes and preferences lifestyle, nuclear families and changes in
consumer preferences provide good growth
• Well established brands across geographies opportunities
• Experienced management • Growing ethnic food market with preference
• Strong overseas distribution network that for Indian food
allows wide reach and coverage in target • New categories and products based on new
markets consumer trends
SOAR
Aspirations Analysis Results
• The new segment of Agency distribution • One of the leading players in prepared ethnic
would drive further growth food market
• Continuous product innovation • Maintaining the wide range of products with
focused customer satisfaction and high quality
• Continued focus on export markets
range
• Deepen presence across existing geographies
• Maintaining healthy growth and profitability
and target new ones
• 57
• ADF FOODS LTD.
Mitigation: The Company manages this financial risk through a managed hedge programme where a
significant portion of the projected sales are hedged by booking of forward contracts.
• Variation in Raw Material Prices: Raw Material is a very crucial cost for the Company’s products. Any
increase in the prices of core raw materials would adversely affect the Company’s operating results.
Mitigation: The Company looks at informed strategic and bulk purchases with an efficient supply chain
team to ensure constant supply at competitive price.
• Competition: Increasing competition from existing players and entry of new players can impact the market
share. The presence of unorganized sector offering products in loose unbranded form also intensifies
competition.
Mitigation: Your Company has invested significantly in building strong brands which helps differentiate its
products and increase its market share.
• COVID-19 uncertainty: Due to global lockdown for the purpose of containment of wide spread of Corona
Virus (COVID-19) disease, there is a potential risk of business slowdown. The impact of the same cannot be
ascertained at present.
Mitigation: Your Company is continuously monitoring the situation and working on various measures to
minimise the business interruptions.
6. INTERNAL CONTROL SYSTEMS & ADEQUACY
Identification and monitoring the internal control systems play a crucial role in an organization. The Company
has a well-established system of internal controls including Internal Financial Controls and its adequacy is
constantly supervised by the Management. The internal control system implemented by the Company strikes
at achieving efficiency in operations, optimum utilization of resources and effective monitoring thereof and
compliance with all applicable laws and regulations. Key controls have been tested during the year and corrective
and preventive actions are taken for any weakness. Regular internal audits are conducted by outsourced audit
teams. Risk based internal audit plan is approved by the Audit Committee which also reviews adequacy and
effectiveness of the Company’s internal financial controls.
7. MATERIAL DEVELOPMENT IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING
NUMBER OF PEOPLE EMPLOYED
The Company believes in the overall development and continuous growth of its employees. The Company
continues to provide its employees the ideal workplace where they can give optimum results. This has resulted
into team spirit and team work. The Company continues to equip its employees with the skill which would enable
them to meet the growing organizational challenges. The relationships with employees have been cordial and
operations at the factory uninterrupted. Measures for safety of employees, welfare and development continue
to receive top priorities. The Company has 271 employees as on 31st March, 2020.
8. CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis describing the Company’s objectives, expectations
or predictions may be forward looking within the meaning of applicable laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference
to the Company’s operations include raw material availability and prices, cyclical demand and pricing in
the Company’s principal markets, competitive actions, changes in Government regulations, tax regimes,
economic developments in India and in countries in which the Company conducts its business and other
incidental factors.
•
58 Annual Report 2019-20
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ANNEXURE B
REPORT ON CORPORATE GOVERNANCE
I. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
The Company’s philosophy on Corporate Governance enshrines the goal of achieving the highest levels of
transparency, disclosure, monitoring and fairness in all spheres of its operations and in all its dealings with the
shareholders, employees, the Government and other stakeholders. Your Company is committed to adoption
and adherence to the best Corporate Governance practices at all times.
The Corporate Governance guidelines are in compliance with the requirements of Regulation 34(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges.
The Company presents a summary of the practices it followed during the year 2019-20 in deference to its
commitment to fairness, transparency and accountability.
II. BOARD OF DIRECTORS
A Composition:
The Board of Directors of your Company represents an optimum mix of professionalism, knowledge and
experience. As on 31st March, 2020, the total strength of the Board of Directors of the Company was 7 (Seven)
Directors comprising of one Executive Promoter Director, one Non-Executive Non-Independent Director
and fi ve Non-Executive Independent Directors. The Non–Executive Directors are eminent professionals/
entrepreneurs with wide range of knowledge and experience in business, industry, fi nance and law. Their
presence on the Board has been advantageous and fruitful in taking business decisions.
The composition of the Board, their attendance at the meeting, their Directorship and Chairmanship/
Memberships of Committees in other Companies as on 31st March, 2020 are given below:
Name of the Director Designation Board Meetings Attendance *[1] *[2] No. of Board
Executive/Non-Executive held and attended by the at the last Directorships Committees in which
Independent/ Promoter Directors Annual General in other Chairman / Member
Held Attended Meeting Companies Chairman Member
^Ms. Anjali Seth retired as an Independent Director of the Company with eff ect from March 9, 2020 (close of business hours) upon
completion of her tenure of fi ve years w.e.f. March 10, 2015.
#
Mr. Chandir G. Gidwani was appointed as an Additional Director (Non-Executive and Independent) on the Board of the Company w.e.f.
February 7, 2020. No Board Meetings were held post his appointment.
$
Ms. Deepa Misra Harris was appointed as an Additional Director (Non-Executive and Independent) on the Board of the Company w.e.f.
March 25, 2020. No Board Meetings were held post her appointment.
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• ADF FOODS LTD.
The Board, on request of the Director(s) has granted Leave of Absence to the Director(s) being unable to attend the respective Board
Meeting(s) and Committee Meeting(s).
*[1] Number of Directorships held by the Directors, as mentioned above do not include alternate Directorship and Directorship held in
foreign companies, Section 8 Companies and Private Limited Companies incorporated in India.
*[2] Committee Chairmanship/ Membership of only Audit Committee and Shareholders’ Grievance/ Stakeholders’ Relationship
Committee of public companies is reckoned. Membership includes Chairmanship of the Director.
None of the above Directors is a Member in more than 10 Committees or acts as Chairman of more than 5
Committees across all Companies in which he/ she is a Director.
The details of Directorship and Committee Membership of Directors in various companies is given at Annexure I
to this Report.
Independent Directors are not serving as Independent Director in more than seven listed companies.
The Whole Time Director of the Company doesn’t serve as Independent Director in more than three listed
companies.
The Company has received declarations of independence as prescribed under Section 149(7) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended, from the Independent Directors. All requisite declarations have been placed before the Board.
The details of Directorship of Directors in other listed entities and their category of Directorship are mentioned
below:
Sr. No. Name of the Director Name of Listed Entity Category
1. Mr. Bimal R. Thakkar Gujarat Sidhee Cement Limited Independent Director
Saurashtra Cement Limited
2. Mr. Jay M. Mehta Gujarat Sidhee Cement Limited Executive Vice-Chairman and Managing
Saurashtra Cement Limited Director
3. Mr. Ravinder K. Jain Delta Corp Limited Independent Director
4. Mr. Naresh Kothari AGC Networks Limited Non-Executive Non-Independent Director
B L Kashyap and Sons Limited
5. Mr. Chandir G. Gidwani Centrum Capital Limited Non-Executive Non-Independent Director
Rap Media Limited
6. Ms. Deepa Misra Harris TCPL Packaging Limited Independent Director
Prozone Intu Properties Limited
PVR Limited
Jubilant Foodworks Limited
Disclosure of the number of equity shares of the Company held by Non-Executive Directors as on 31st March, 2020:
Sr. No. Name of the Non-Executive Director No. of Shares held in the Company (as first holder)
1. Mr. Jay M. Mehta 50,000
2. Mr. Viren A. Merchant* 50,000
3. Mr. Ravinder Kumar Jain 51,869
4. Mr. Naresh Kothari Nil
5. Mr. Chandir G. Gidwani Nil
6. Ms. Deepa Misra Harris Nil
* In addition to the above, Mr. Viren Merchant holds 28,500 shares as a joint holder.
•
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Periodical Presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/
Committee Meetings on business and performance updates of the Company, business risks and controls,
eff ectiveness of Internal Financial Controls, updates on relevant statutory changes encompassing important
laws, etc.
The details of the Familiarization programme imparted to the Independent Directors can be accessed by following
the web link: http://www.adf-foods.com/wp-content/uploads/2020/04/Familiarization-Programme-2019-20.pdf
Pursuant to the provisions of the Companies Act, 2013, and the provisions of Regulation 25(4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of its own performance and the Directors individually including that of Independent Directors,
evaluation of the Chairman and the evaluation of Committees of the Board. A structured questionnaire was
prepared after taking into consideration inputs received from the Directors, covering various parameters of
the Board’s functioning such as adequacy of the composition of the Board and its Committees, the process of
selection of new Board Members, Board culture, understanding of the role and responsibilities, eff ectiveness of
contributions made during the Board Meetings, etc.
D. Details of sitting fees, remuneration, etc. paid to Directors for the year ended 31st March, 2020:
Non-Executive Directors are eligible for only sitting fees not exceeding the limits prescribed under the
Companies Act, 2013. The Non-Executive Directors were paid sitting fees @ R 50,000/- for attending every
Meeting of the Board, Independent Directors Meeting, Audit Committee Meeting and Nomination and
Remuneration Committee Meeting and R 20,000/- for attending Meetings of other Board Committees viz. CSR
Committee and Shareholders’ Grievance/ Stakeholders’ Relationship Committee.
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• ADF FOODS LTD.
The details of remuneration paid to the Managing Director/ Whole Time Director during the financial year ended
31st March, 2020 are as under:
Sr. Director Inter-se Period of Stock Salary Other Commission Total
No. relationship employment options (R) Perquisite (R) from ADF (R)
between contract, Holdings
Directors Notice period. (USA) Ltd.
1 Mr. Bimal R. Not related 1st October, Nil 8,04,300 1,27,43,860* 1,85,27,355 3,20,75,515
Thakkar to any 2018 till 30th
Directors September,
Chairman, 2023
Managing
Director & Notice Period:
CEO 3 months
*Other perquisites include Gratuity amounting to R 1,19,31,923/- and other benefits amounting to R 6,11,500/- which comprises
of Leave Encashment, prior period LTA and medical. Though these perquisites were paid to Mr. Bimal Thakkar during the financial
year 2019-20 on account of change in his remuneration structure, the same relate to prior years of service. Hence, the same are not
considered for determining eligibility under Section 197 of the Companies Act, 2013.
NOTES:
(i) All appointments of Directors are non-contractual except those of Mr. Bimal R. Thakkar, Chairman,
Managing Director & CEO. Appointment of Mr. Bimal R. Thakkar is for five years with effect from
1st October, 2018. His earlier term was from 1st October, 2017 to 30th September, 2018. The appointment
of the above managerial personnel is conditional and subject to termination by three calendar months’
notice in writing on either side but no severance fees of any other kind is payable.
(ii) Presently, the Company does not have any scheme for grant of Stock Options to its Directors,
Managing Director or other employees.
(iii) None of the employees except Mr. Shivaan B. Thakkar, Manager - Business & Strategy Development is
related to Mr. Bimal Thakkar, Director of the Company as on 31st March, 2020.
E. Number of Board Meetings held:
The Meetings of the Board of Directors are scheduled well in advance. The Board Members are presented in
advance with the detailed agenda in respect of all Board meetings. During the year under review, 5 meetings of
the Board of Directors were held on the following dates:
May 22, 2019, June 19, 2019, August 10, 2019, November 11, 2019 and February 7, 2020.
The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a
Director in Board/Committee Meetings through video conferencing or other audio visual means. Accordingly,
the option to participate in the Meeting through video conferencing was made available for the Directors except
in respect of such Meetings/Items which are not permitted to be transacted through video conferencing.
F. Independent Directors’ Meeting:
The Meeting of the Independent Directors of the Company was held on 3rd March, 2020 to:
a) review the performance of the Board as a Whole and the Chairman of the Board;
b) the performance of the Non-Independent Directors; and
c) timeliness of flow of information between the Company management and the Board that would be
necessary for the Board to effectively and reasonably perform its duties for the year under review.
G. The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the
Company as well as steps taken by the Company to rectify instances of non-compliances, if any.
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H. Chart/ Matrix setting out the skills/ expertise/ competence of the Board of Directors is as follows:
The brief summary of the competencies of the Directors is as under:
In the table below, the specifi c areas of focus or expertise of individual Board Members have been highlighted.
However, the absence of a mark against a Member’s name does not necessarily mean the member does not
possess the corresponding qualifi cation or skill.
Name Industry knowledge/ Technical skills Governance Competencies Behaviour
of the experience competencies
Director Overall Monito- Integrity
Know Global Sales Strategy Financial Compl- Director’s Leade-
business ledge of business and Mark- ring develop- literacy iance performance and high rship
manag- Food eting expe- risk manag- ment focus management ethical
ement sector rience ement and imple- standards
systems mentation
Bimal
√ √ √ √ √ √ √ √ √ √ √
Thakkar
Viren
√ √ √ √ √ √ √ √
Merchant
Ravinder
√ √ √ √ √ √ √
Jain
Jay Mehta √ √ √ √ √ √ √ √ √ √ √
Naresh
√ √ √ √ √ √ √ √
Kothari
Chandir
√ √ √ √ √ √ √ √ √ √
Gidwani
Deepa
√ √ √ √ √ √ √ √
Misra Harris
I. Confi rmation:
The Board hereby confi rms that the Independent Directors of the Company fulfi ll the conditions specifi ed in
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the
management.
III. COMMITTEES OF DIRECTORS
With a view to have a more focused attention on business and for better governance and accountability, the
Board has constituted the following mandatory Committees viz. Audit Committee, Shareholders’ Grievance/
Stakeholders’ Relationship Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee and Share Transfer Committee.
The terms of reference of these Committees are determined by the Board and their relevance is reviewed
from time to time. Meetings of each of these Committees are convened by the respective Chairman of the
Committee, who also informs the Board about the summary of discussions held in the Committee Meetings.
The Minutes of the Committee Meetings are sent to all Committee Members individually and tabled at the Board
Meetings.
• AUDIT COMMITTEE
A. Composition & Meetings:
The Audit Committee was constituted on 13th January, 2001 and over the years the Committee has been
reconstituted to align it with the requirements of the provisions of applicable laws, rules and regulations. All
Members of the Committee are fi nancially literate and are having the requisite fi nancial management expertise.
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The present composition of the Audit Committee is in accordance with the provisions of the Companies Act,
2013 and the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The composition of the Audit Committee as on 31st March, 2020 was as under:
•
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Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction
referred to in section 188, between a holding company and its wholly owned subsidiary company.
5. scrutiny of inter-corporate loans and investments;
6. valuation of undertakings or assets of the Company, wherever it is necessary;
7. evaluation of internal fi nancial controls and risk management systems;
8. monitoring the end use of funds raised through public off ers and related matters;
9. Oversee the vigil mechanism.
Under the Regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015:-
1. Oversight of the company’s fi nancial reporting process and the disclosure of its fi nancial information to
ensure that the fi nancial statement is correct, suffi
cient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual fi nancial statements and auditor’s report thereon before
submission to the board for approval, with particular reference to:
a. matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
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. signifi cant adjustments made in the fi nancial statements arising out of audit fi ndings;
e. compliance with listing and other legal requirements relating to fi nancial statements;
f. disclosure of any related party transactions;
g. modifi ed opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly fi nancial 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 utilized for purposes other than
those stated in the off er document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and eff ectiveness of audit process;
8. Approval or any subsequent modifi cation of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal fi nancial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
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• ADF FOODS LTD.
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations 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;
16. 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;
17. 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;
18. To review the functioning of the Whistle Blower Mechanism;
19. 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 and background,
etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans/ advances/ investments existing as on the date of coming into force of this provision.
C. Review of Information by the Audit Committee
The Audit Committee shall mandatorily review the following information:
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of Significant related party transactions (as defined by the Audit Committee), submitted by the
management;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal Audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the Audit Committee.
6. Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/
notice in terms of Regulation 32(7).
7. Reviewing the utilization of loans and/ or advances from/ investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans/ advances/ investments existing as on the date of coming into force of this provision.
•
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• ADF FOODS LTD.
C. Shareholders’ complaints:
8 complaints were received from the shareholders during the financial year ended 31st March, 2020. The
complaints were mainly relating to non-receipt of duplicate share certificates, pending demat requests
and transfer of shares. The Complaints received were resolved to the satisfaction of the Shareholders. No
complaints remained pending as on March 31, 2020.
Apart from the said complaints, the Company also received certain requests/ general intimations regarding copy
of Annual Report, change of address, revalidation of dividend warrants, issuance of duplicate share certificates,
transfer/ transmission of shares, dematerialization of shares, claim of shares and dividends from IEPF, etc. There
are no requests pending to be replied/ attended to as at the end of the year under consideration.
• NOMINATION & REMUNERATION COMMITTEE
A. Composition & Meetings:
The Remuneration Committee was constituted on 8th May, 2002 to recommend to the Board the remuneration
package for managerial persons and over the years, the Committee has been reconstituted to align it with the
requirements of the provisions of applicable laws, rules and regulations. The same was renamed as Nomination
& Remuneration Committee in the Board Meeting held on 28th May, 2014.
The composition of the Nomination and Remuneration Committee as on 31st March, 2020 was as under:
•
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2) The Committee shall formulate the criteria for determining qualifi cations, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the remuneration of the
Directors, Key Managerial Personnel and other employees.
(a) the level and composition of remuneration is reasonable and suffi cient to attract, retain and motivate
directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fi xed and incentive pay refl ecting short and long-term performance objectives appropriate
to the working of the company and its goals.
Under Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-
1) formulation of the criteria for determining qualifi cations, positive attributes and independence of a
Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;
2) formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
4) identifying persons who are qualifi ed to become Directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and
removal;
5) whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Directors.
6) recommend to the Board, all remuneration, in whatever form, payable to senior management.
• 69
• ADF FOODS LTD.
•
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Sr. Annual General Meeting held on Subject matter of the Special Resolution in brief
No.
1. Wednesday, 23rd August, 2017 None
2. Saturday, 15th September, 2018 Re-appointment of Mr. Bimal R. Thakkar as Chairman, Managing
Director & Chief Executive Offi
cer for a term of fi ve years w.e.f.
October 1, 2018.
3. Wednesday, 25th September, 2019 1. Approval for making structural changes in remuneration of
Mr. Bimal Thakkar, Chairman, Managing Director & CEO.
2. Re-appointment of Mr. Viren A. Merchant as an Independent
Director of the Company for a term of fi ve years from
24th September, 2019.
3. Re-appointment of Mr. Ravinder Kumar Jain as an Independent
Director of the Company for a term of fi ve years from
24th September, 2019.
C. During the Financial Year 2019-20, no Resolution was passed through the Postal Ballot. Further, there is no
immediate proposal for passing any resolution through Postal Ballot.
V. MEANS OF COMMUNICATION
The quarterly, half yearly and annual results are generally published in the “The Economic Times” (Ahmedabad
edition in English and Gujarati), “The Economic Times” (Mumbai edition in Gujarati), “Western Times”
(Ahmedabad edition in English and Gujarati) and “Western Times” (Mumbai edition in Gujarati).
The fi nancial results and other information are displayed on the Company’s website viz. www.adf-foods.com as
well as on the website of the Stock Exchanges viz. www.bseindia.com and www.nseindia.com.
The Company’s website also displays offi
cial news releases.
Website: The Company’s website (www.adf-foods.com) contains a separate dedicated section viz. ‘Investors’
where information for the shareholders is made available. The Company’s Annual Report is also available in
downloadable form on website.
The Company does not have the system of intimating shareholders individually of its quarterly/ half-yearly
fi nancial results. However, investors/ shareholders desirous of getting the quarterly/ half-yearly fi nancial results
are given copies thereof after consideration of results by the Board and publication in the newspapers.
Annual Report: The Annual Report containing inter-alia, Audited Financial Statements, Audited Consolidated
Financial Statements, Directors’ Report, Auditors Report and other important information is circulated to the
Members and others entitled thereto. The Management Discussion and Analysis report is given separately in
the Annual Report.
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed
by NSE for the Corporates. All periodical compliance fi lings like Shareholding Pattern, Corporate Governance
Report, Financial Results, Statement of Investor’s Complaints, among others on NSE are fi led electronically on
NEAPS.
BSE Listing Centre: The Listing Centre is a web-based application designed by BSE for corporates. All periodical
compliance fi lings like Shareholding Pattern, Corporate Governance Report, Financial Results, Statement of
Investor’s Complaints, among others on BSE are fi led electronically on Listing Centre.
• 71
• ADF FOODS LTD.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-
based complaints redress system. The salient features of this system are: Centralised database of all complaints,
online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions
taken on the complaint and its current status.
Institutional investors: There was/ were no presentation/(s) made to institutional investors or to the analysts
during the year under review.
VI. GENERAL SHAREHOLDERS’ INFORMATION
A. ANNUAL GENERAL MEETING
Day, Date & Time : Wednesday, 5th August, 2020 at 11:00 a.m.
Mode of conduct : Video Conferencing
B. FINANCIAL YEAR
The Company follows the Financial Year from 1st April to 31st March.
C. FINANCIAL CALENDAR 2020-21
Schedule of Board Meetings (tentative):
First Quarter ending 30th June, 2020: on or before 14th August, 2020
Half Year ending 30th September, 2020: on or before 14th November, 2020
Third Quarter ending 31st December, 2020: on or before 14th February, 2021
Year ending 31st March, 2021: on or before 30th May, 2021
D. DATES OF BOOK CLOSURE
The Share Transfer Register will remain closed from Thursday, 30th July, 2020 to Wednesday, 5th August, 2020
(both days inclusive).
E. DIVIDEND
During the year, the Board of Directors has declared two Interim Dividends @ R 1.50/- per share (15%) on Equity
Shares of face value R 10/- each on November 11, 2019 and February 7, 2020 respectively.
F. LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are presently listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai - 400 001 and the National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla
Complex, Bandra (East), Mumbai - 400 051.
The Annual Listing fee for the securities listed on the aforesaid Stock Exchanges shall be paid to the aforesaid
Stock Exchanges for the Financial Year 2020-21 within the time limit.
G. STOCK CODE/SYMBOL
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: 40000
Monthly Closing Share Price (R)
300
:;?::S;::: 35000
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• ADF FOODS LTD.
The monthly high, low and closing price quotations of the Company’s shares traded on the National Stock
Exchange of India Limited during financial year 2019-20 are as under:
300.00 12,000.00
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• ADF FOODS LTD.
Others
5.60
Promoter
Individual 34.50
25.83 Promoter
• Public
Institutions
• Bodies
Corporate
• Individual
Public Institutions
Bodies Corporate 0.13
• Others
33.94
•
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• 77
• ADF FOODS LTD.
Shareholders holding shares in the electronic form should address their correspondence (except those relating
to dividend) to their respective Depository Participants.
U. List of all credit ratings obtained by the Company along with any revisions thereto during the financial year,
for all debt instruments of the Company or any fixed deposit programme or any scheme or proposal of the
Company involving mobilization of funds, whether in India or abroad: N.A.
V. OTHER DISCLOSURES:
(i) Disclosure regarding materially significant related party transactions:
(a) No transaction of material nature has been entered into by the Company with the related parties that
may have potential conflict with the interest of the Company.
(b) Transactions with related parties viz. Directors and their relatives, Key Managerial Personnel and
Subsidiaries are covered by contracts which govern the terms and conditions clearly.
(c) The Register of Contracts containing the transactions in which Directors are interested is placed
before the Board regularly for its approval. Transactions with related parties are disclosed in
Note No. 45 of the Financial Statements.
(d) Related Party Transaction Policy is stated under the web-link below:
http://www.adf-foods.com/wp-content/uploads/2017/03/Related-Party-Transaction-Policy.pdf
(ii) Details of compliance with the mandatory requirements and adoption of non-mandatory requirements:
The Company has complied with the mandatory requirements and adopted the non-mandatory
requirements the details of which are given at Point No. (xi) below.
(iii) Subsidiary Companies:
The Company’s Material Subsidiary Policy is stated under the weblink below:
http://www.adf-foods.com/wp-content/uploads/2019/04/Policy-for-Determining-Material-Subsidiary.pdf
The Company does not have any material unlisted Indian subsidiary as on March 31, 2020.
The Company has three Subsidiaries viz. ADF Foods UK Ltd., Power Brands (Foods) Pvt. Ltd. (under voluntary
liquidation) and ADF Foods (India) Ltd. and two step down Subsidiaries viz. ADF Holdings (USA) Ltd. and
ADF Foods (USA) Ltd.
The Company monitors performance of its Subsidiaries, inter-alia, by the following means:
• The Financial Statements of the Subsidiary Companies are reviewed by the Audit Committee of the
Company.
• The Minutes of the Board Meetings of the Subsidiary Companies are placed before the Board Meeting
of the Company.
• The details of any significant transactions and arrangements entered into by the unlisted Subsidiary
Companies are placed before the Board Meeting of the Company.
• The significant transactions entered into between the Company and its unlisted Subsidiary Companies
are given in Form AOC-2 at Annexure VI forming part of the Board’s Report.
Power Brands (Foods) Private Limited:
Power Brands (Foods) Pvt. Ltd., Wholly Owned Subsidiary of the Company, is undergoing Voluntary
Liquidation vide Special Resolution passed by the Members on 5th November, 2012.
•
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Shareholders interested in obtaining a copy of the audited annual accounts of the Subsidiary
Companies may write to the Company Secretary.
In terms of proviso to Sub-Section 3 of Section 129 of the Act, the salient features of the fi nancial
statement of the Subsidiaries is set out in the prescribed form AOC-1, which forms part of the Annual
Report.
(iv) Certifi cation from Company Secretary in Practice:
Mr. Sanjay Risbud of M/s. S. S. Risbud & Co., Practicing Company Secretary, has issued a certifi cate as
required under the SEBI Listing Regulations, confi rming that none of the Directors on the Board of the
Company have been debarred or disqualifi ed from being appointed or continuing as Director of companies
by the SEBI/ Ministry of Corporate Aff airs or any such statutory authority. The certifi cate is enclosed with
this section as Annexure III.
(v) Disclosure of Accounting Treatment:
The fi nancial statements of the Company have been prepared in accordance with the Companies (Indian
Accounting Standards) Rules, 2015 (Ind AS) prescribed U/s 133 of the Companies Act, 2013 which became
applicable to the Company w.e.f. 1st April, 2017.
(vi) Risk Management:
The Company has adopted Business Risk Management System (BRMS) for mitigating various risks
associated and identifi ed across all levels within the organization. BRMS would enable the management to
review the business risks on periodical basis and to bring high risk areas to the immediate attention of the
Board.
(vii) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any other
Statutory Authority on any matter related to capital market during last three years.
(viii) Disclosure of commodity price risks and commodity hedging activities:
The details are mentioned in point number “O” in General Shareholder’s Information.
(ix) Vigil Mechanism/ Whistle Blower Policy:
The Board has adopted a ‘Whistle Blower Policy’ in its Meeting held on 11th August, 2014 with an objective
to conduct the Company’s aff airs in a fair and transparent manner and by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior.
With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are
free to report to the management any actual or possible violation of the Principles or any other unlawful
or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price
Sensitive Information. Under the Whistle Blower Policy, the confi dentiality of those reporting violation(s) is
protected and they are not subject to any discriminatory practices. No person has been denied access to
the Management and Audit Committee. The mechanism is being reviewed by the Audit Committee of the
Company in accordance with the Listing Regulations.
Whistle Blower Policy of the Company is displayed on the Company’s website www.adf-foods.com under
the weblink: http://www.adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-Policy-1.pdf
The Whistle Blower Policy is stated elsewhere in this Report.
During the year, no complaints were received and remained pending under the Whistle Blower Policy.
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With regards to the Corporate Governance, the Company is in compliance with the requirements under
Regulation 17 to 27 read with Schedule V and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of discretionary requirements as per Part E of Schedule II of Regulation 27(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:
The status of compliance with Discretionary requirements as referred above is stated below:
A. The Board: The Company has an Executive Chairperson. Therefore, the discretionary requirements
pertaining to Non-Executive Chairperson are not applicable.
B. Shareholders’ Rights: As the quarterly and half yearly fi nancial results are published in the newspapers
and are also posted on the Company’s website, the same are not being sent to the shareholders.
C. Modifi ed opinion(s) in Audit Report: The Company’s fi nancial statement for the year 2019-20 does not
contain modifi ed Audit opinion.
D. Reporting of Internal Auditor: The Internal Auditor reports to the Audit Committee.
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• ADF FOODS LTD.
Details of compliances under Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46:
Particulars Regulation Compliance status with regard to the
Number disclosure on the Company’s website
(Yes/No/NA)
Terms and conditions of appointment of Independent 46 (2)(b) Yes
Directors
Composition of various Committees of Board of Directors 46 (2)(c) Yes
Code of Conduct of Board of Directors and Senior 46 (2)(d) Yes
Management Personnel
Details of establishment of Vigil Mechanism/ Whistle Blower 46 (2)(e) Yes
Policy
Criteria for making payment to Non-Executive Directors, if 46 (2)(f) N.A. as the same has been disclosed in
the same has not been disclosed in the Annual Report the Annual Report
Policy on dealing with Related Party Transactions 46 (2)(g) Yes
Policy for determining material subsidiaries 46 (2)(h) Yes
Details of Familiarisation programmes imparted to 46 (2)(i) Yes
Independent Directors
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
Z. CEO/CFO CERTIFICATION:
A certificate duly signed by the Managing Director & CEO & CFO that the Financial Statements reflect true and
fair view of the affairs of the Company was placed before the Board. The certificate is attached at Annexure II
to this Report.
For and on behalf of the Board of Directors
Bimal R. Thakkar
Chairman, Managing Director & CEO
DIN: 00087404
•
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ANNEXURE I
REPORT ON CORPORATE GOVERNANCE
DETAILS OF OTHER DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS OF ALL THE DIRECTORS AS ON
31ST MARCH, 2020:
[1] MR. BIMAL R. THAKKAR
Other Directorships:
• Gujarat Sidhee Cement Limited
• Saurashtra Cement Limited
• ADF Foods (India) Limited
• Power Brands (Foods) Private Limited [Under Voluntary Liquidation]
• ADF Foods UK Limited
• ADF Holdings (USA) Limited
• ADF Foods (USA) Limited
• Villa Trading Company Private Limited
Committee Memberships:
• ADF Foods Limited
- Shareholders’ Grievance/Stakeholders’ Relationship Committee
- CSR Committee
- Audit Committee
• Gujarat Sidhee Cement Limited
- Audit Committee
- Share Allotment Committee
- CSR Committee
- Nomination & Remuneration Committee
• Saurashtra Cement Limited
- Nomination & Remuneration Committee
- Stakeholders Relationship / Shareholders Grievances Committee
- Share Allotment Committee
- CSR Committee
[2] MR. VIREN A. MERCHANT
Other Directorships:
• Encore Healthcare Private Limited
• Encore Healthcare International Private Limited
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• PVR Limited
• Jubilant Foodworks Limited
• Taj Safaris Limited
• Concept Hospitality Private Limited
Committee Memberships:
• Prozone Intu Properties Limited
- Audit Committee
- Nomination and Remuneration Committee
- Shareholder’s Grievance/ Stakeholder’s Relationship Committee
- Corporate Social Responsibility Committee
• PVR Limited
- Audit Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
• Jubilant Foodworks Limited
- Audit Committee
- Corporate Social Responsibility Committee
• Taj Safaris Limited
- Nomination and Remuneration Committee
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ANNEXURE II
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
To
The Board of Directors
ADF Foods Ltd.
We, the undersigned, hereby certify and confirm to the Board of Directors of the Company that:
A. We have reviewed financial statements and cash flow statement for year ended 31st March, 2020 and that to the
best of our knowledge and belief;
1) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
2) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we
have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal
controls, of which we are aware and we have taken steps to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee that:
1. there are no significant changes in internal control over financial reporting during the year;
2. there are no significant changes in accounting policies during the year; and
3. there has been no instance of fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting.
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ANNEXURE III
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015)
To,
The Members of
ADF Foods Limited
Mumbai
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
ADF Foods Limited having CIN: L15400GJ1990PLC014265 and having its Registered Offi ce at 83/86, G.I.D.C.
Industrial Estate, Nadiad - 387 001 (hereinafter referred to as ‘the Company’), produced before me by the Company
for the purpose of issuing this Certifi cate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the verifi cations (including Directors Identifi cation
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by
the Company and its offi cers, I hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending on 31st March, 2020 have been debarred or disqualifi ed from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Aff airs, or
any such other Statutory Authority.
Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verifi cation. This
Certifi cate is neither an assurance as to the future viability of the Company nor of the effi
ciency or eff ectiveness
with which the management has conducted the aff airs of the Company.
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• ADF FOODS LTD.
1. This certificate is issued with regard to compliance of conditions of Corporate Governance by ADF Foods Limited
(“the Company”) for the year ended March 31, 2020, as stipulated in Regulation 17 to 27, clauses (b) to (i) of
sub-regulation (2) of regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (“the Listing
Regulations”), pursuant to the Listing Agreement of the Company with the Stock Exchange.
Management’s Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management, including the
preparation and maintenance of all relevant supporting records and documents. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the
conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
3. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
4. 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.
5. 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.
6. 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
7. 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 Regulation 17 to 27, Clauses (b) to (i) of sub-regulation (2)
of regulation 46 and paragraphs C, D and E of Schedule V of the Listing Regulations, as applicable during the year
ended March 31, 2020.
8. We further 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.
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Restriction on use
9. This certifi cate has been issued at the request of the Company solely for the purpose to enable the Company
to comply with the requirement of the SEBI Listing Regulations, and should not be used by any other person or
for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability
or any duty of care for any other purpose or to any other person to whom this certifi cate is shown or into whose
hands it may come without our prior consent in writing.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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• ADF FOODS LTD.
Annexure C
BUSINESS RESPONSIBILITY REPORT
ABOUT THE COMPANY
ADF Foods Limited is well-known in the prepared ethnic food segment with a product portfolio of ready-to-eat food,
ready-to-cook food, frozen food, frozen vegetables, and condiments like pickles, sauces and pastes. The Company
has also added in recent times baked snacks and flavoured milk drinks. Exports contributes more than 95% of its
revenues to more than 50 countries including the US, Canada, Europe, Australia, Middle East and Asia. ADF’s brands
include Ashoka, Truly Indian, Camel, Aeroplane, Soul, Nate’s and PJ’s Organics.
ABOUT THIS REPORT
The Securities and Exchange Board of India (SEBI) as per its Listing Obligations and Disclosure Requirements
Regulations, 2015 has mandated the inclusion of a “Business Responsibility Report” (BRR) as part of company’s
Annual Report for top 1000 listed entities based on market capitalisation at the Bombay Stock Exchange (BSE) and
the National Stock Exchange (NSE). The reporting framework is based on the ‘National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business (NVGs)’ released by the Ministry of Corporate Affairs,
Government of India, in July 2011, which contains 9 Principles and Core Elements for each of the those 9 Principles.
Following is the first Business Responsibility Report of the Company which is based on the format suggested by SEBI.
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
1. Corporate Identity Number (CIN) of the Company : L15400GJ1990PLC014265
2. Name of the Company : ADF Foods Limited
3. Registered Address : 83/86, G.I.D.C. Industrial Area, Nadiad,
Gujarat - 387 001, India
4. Website : www.adf-foods.com
5. E-mail Id : [email protected]
6. Financial Year reported : 1st April, 2019 to 31st March, 2020
7. Sector(s) that the Company is engaged in (industrial activity code-wise):
Name and Description of main Products ITC Code of the Products
Meal Accompaniments 20019000
Can Food & Ready to eat 20051000
Frozen Foods 20049000
8. List three key products/services that the Company manufactures/provides (as in balance sheet):
• Meal Accompaniments like pickles, sauces, chutneys
• Can Food & Ready to eat
• Frozen Foods
9. Total number of locations where the business activity is undertaken by the Company:
a. Number of International Locations (Provide details of major 5) - US, UK, rest of Europe, Middle East, Asia
Pacific.
Registered Office - 83/86, G.I.D.C. Industrial Area, Nadiad, Gujarat - 387 001, India.
Corporate Office- Marathon Innova, B2, G01, Ground Floor, G. K. Road, Lower Parel, Mumbai - 400 013, India.
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b. Plant locations –
1. 77/84, 83/86, 94, C1-40/2, G.I.D.C. Industrial Estate, Nadiad 387 001, Gujarat.
2. Plot No. 5, M.I.D.C. Industrial Estate, Malegaon, Sinnar, Nasik - 422 103, Maharashtra.
10. Markets served by the Company (International/domestic):
The Company has a global footprint and serves both National and International markets.
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid up Capital : R 20.02 Crores
2. Total Turnover : R 182.08 Crores
3. Total Profi t after taxes : R 31.47 Crores
4. Total spending on Corporate Social : 2 % of PAT.
Responsibility (CSR) as percentage of Total CSR expenditure is 2% of average Net Profi ts (before tax)
Profi t after tax (%) of the Company made during the three immediately preceding
fi nancial years.
During the FY 2019-20, the Company spent R 59,78,550/- on CSR
activities which is 1.90% of profi t after tax.
5. List of activities in which expenditure in • Promotion of education
4 above has been incurred • Medical Aid
• Women Empowerment
• Sponsoring Food expenses of poor people
• Environmental Protection
• Animal welfare
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b. If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to
2 options)
Sr. No. Questions Principle 7: Responsible public policy advocacy
1 The company has not understood the Principles -
2 The company is not at a stage where it fi nds itself in -
a position to formulate and implement the policies on
specifi ed principles
3 The company does not have fi nancial or manpower -
resources available for the task
4 It is planned to be done within next 6 months -
5 It is planned to be done within the next 1 year -
6 Any other reason (please specify) The Company is a member of various trade bodies such as Indian
Merchant Chamber, FIEO, CII etc. The Company represents in
various forums within these trade bodies. The Company actively
participate in these forums on issues and policy matters that
impact the interest of its stakeholders. The Company prefers to
be part of the broader policy development process and do not
practice lobbying on any specific issue.
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 - Annually
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, this is the first year of applicability of BRR to the Company. Going forward, the Company will publish
the BRR annually as a part of its Annual Report. The hyperlink to view the said report is as follows:
https://www.adf-foods.com/wp- content/uploads/2020/07/Business-Responsibility-Report-2019-20.pdf
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8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the
last year?
I'---------'
I ----_
d. Employees with Disabilities
_______L__I---====I
Included under permanent employees
Note: The training for COVID-19 related safety norms has been given to all the employees.
Principle 4: Stakeholder’s management
1. Has the company mapped its internal and external stakeholders? Yes/No
Yes, the Company has mapped its internal and external stakeholders. We recognise employees, communities
surrounding our operations, business associates (network of suppliers, stockists and dealers), customers,
shareholders/investors and regulatory authorities as our key stakeholders.
2. Out of the above, has the company identifi ed the disadvantaged, vulnerable & marginalized stakeholders?
Yes, the Company identifies communities around its manufacturing facilities (with a focus on women and children
from these communities) as disadvantaged, vulnerable and marginalized stakeholders. The Company is engaged in
various CSR activities for promotion of children’s education and women empowerment in Nasik and Nadiad.
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.
The Company has undertaken various CSR initiatives for underprivileged people in Mumbai and rural areas of Gujarat
and Maharashtra. Some of these initiatives are as under:
o Construction of toilets in rural households
o Establishment of vocational training centre for handicapped women
o Supply of women hygiene products
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6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for
the fi nancial year being reported?
Yes, the emissions, solid waste and effluent generated are monitored on a regular basis and are within the limits as
prescribed by CPCB/SPCB.
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.
Nil
Principle 7: Responsible public 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:
Yes, the Company is a member of several industrial and trade bodies. These are listed below:
a) Indian Merchant Chamber (IMC)
b) Confederation of Indian Industry (CII)
c) Federation of Indian Chambers of Commerce & Industry (FIEO)
2. Have you advocated/lobbied through above associations for the advancement or improvement of public
good? Yes/No; 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)
The Company is a member of various trade bodies such as IMC, CII, FIEO etc. The Company represents in various
forums within these trade bodies. The Company actively participate in these forums on issues and policy matters
that impact the interest of its stakeholders. The Company prefers to be part of the broader policy development
process and do not practice lobbying on any specific issue.
Principle 8: Inclusive Growth
1. Does the company have specifi ed programmes/initiatives/projects in pursuit of the policy related to
Principle 8? If yes, details thereof.
The Company has always recognized that its business is a part of the community where it operates. The Company
believes that its investments must result in long-term sustainable growth as well as economic and social progress
of the rural and urban poor. We have undertaken various CSR initiatives so far including construction of toilets under
Clean India Mission, sponsoring education of urban and rural underprivileged students, repair of school building,
women empowerment through construction of vocational training center, medical aid for needy people, support to
physically challenged people, contribution to environment protection by creating awareness for avoiding usage of
plastic, tree planation, animal welfare etc.
2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/
government structures/any other organization?
All CSR Programmes of the Company are implemented through external NGOs.
3. Have you done any impact assessment of your initiative?
The impact assessment is done though random checking of progress report of the children to whom educational
aid is provided, regular visits to the educational institutes, hostels, medical centers to whom financial aid is provided,
getting the annual report regarding the courses conducted by the vocational training center and feedback from
other beneficiaries, wherever possible.
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4. What is your company’s direct contribution to community development projects - Amount in INR and the
details of the projects undertaken.
During the FY 2019-20, the Company has implemented its CSR activities through NGOs. The Company hasn’t
directly contributed to any community development projects.
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.
The Company’s CSR activities are conducted keeping in mind the specific needs of the communities located nearby
our areas of operations. We regularly monitor the academic progress of children we sponsor, get annual report
from vocational training centre regarding various government training programs conducted during the year, get
the list of beneficiaries from the hospitals and also get regular status update of other CSR programs initiated by us.
Accordingly, we ensure that our CSR initiatives are successfully adopted by the Community.
Principle 9: Customer Value
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
All customer complaints received during the FY 2019-20 were promptly responded by the Company. There are no
pending customer complaints as on 31st March, 2020.
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) –
No
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.
Nil
4. Did your company carry out any consumer survey/ consumer satisfaction trends?
Yes, the Company engages with its consumers on an ongoing basis and conducts customer satisfaction surveys
with respect to its products and advertisements. These surveys are conducted by in-house marketing team and
distributors of the Company.
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Opinion
We have audited the accompanying Standalone Ind AS Financial Statements of ADF Foods Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including other
comprehensive income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended,
and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory
information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 (“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 (financial position) of the Company as at March 31, 2020, and profit (financial performance
including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of Standalone Ind AS Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the Financial Statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our
audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
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Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual Report, namely Management Discussion and Analysis, Director’s report,
Corporate Governance Report, Business Responsibility Report and Share Holders Information, but does not include
the Financial Statements and our auditor’s report thereon.
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Our opinion on the Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent with
the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report the fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial
position, financial performance (including Other Comprehensive Income), changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards specified 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 of 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 Standalone Ind AS
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system with reference to Standalone
Financial Statements in place and the operating effectiveness of such controls.
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(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
(d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements,
including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of the users of the Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone
financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A”, a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt
with by this Report are in agreement with the books of account.
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(d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with relevant rules issued thereunder.
(e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record
by the Board of Directors, none of the directors of the Company is disqualified as on March 31, 2020 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 with reference to Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) According to information and explanations given to us and based on our examination of the records of the
Company, the Company has paid managerial remuneration in accordance with the provisions of Section 197 of
the Act.
(h) 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, 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 Standalone financial position in its
Standalone Ind AS Financial Statements – Refer Note 40 to the Financial Statements.
ii. The Company did not have any material foreseeable losses, on long-term contracts including derivative
contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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8) According to the information and explanations given to us and based on the documents and records produced
to us, the Company has not defaulted in repayment of borrowings to banks. The Company does not have any
loans or borrowings from financial institutions, government or debenture holders.
9) The Company has not raised any funds by way of initial public offer or further public offer (including debt
instruments) and term loans during the year. Accordingly, the paragraph 3 (ix) of the Order is not applicable.
10) During the course of our examination of the books of account and records of the Company, and according to the
information and explanation given to us and representations made by the Management, no material fraud by or
on the Company, has been noticed or reported during the year.
11) According to the information and explanation given to us and based on our examination of the records of the
Company, the Company has paid/provided for managerial remuneration in accordance with requisite approvals
mandated by the provisions of section 197 read with Schedule V to the Act.
12) In our opinion and according to the information and explanations given to us, the Company is not a nidhi
company. Accordingly, paragraph 3(xii) of the Order is not applicable.
13) According to the information and explanations given to us and based on our examination of the records of the
Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where
applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements
as required by the applicable accounting standards.
14) According to the information and explanations give to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year.
15) According to the information and explanation given to us and based on our examination of the records, the
Company has not entered into non-cash transactions with the directors or persons connected with him. Hence
the provisions of Section 192 of the Act are not applicable.
16) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 hence
the provisions of paragraph 3 (xvi) of the Order are not applicable.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could
have a material effect on the Standalone Ind AS Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of Internal Financial Controls with reference to financial statements, 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 with reference
to financial statements to future periods are subject to the risk that the Internal Financial Control with reference to
financial statements may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Opinion
In 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 with reference to financial statements and
such Internal Financial Controls with reference to financial statements were operating effectively as at March 31,
2020, 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.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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As per our report of even date Signatures to the Standalone Balance Sheet and Notes to the financial statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
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STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
R Lakhs
For the year ended For the year ended
Particulars Note No. March 31, 2019
March 31, 2020
Income
Revenue from operations 32 18,208.81 18,749.90
Other income 33 2,175.69 1,405.05
Total income 20,384.50 20,154.95
Expenses
Cost of materials consumed 34(a)(b) 8,180.85 8,932.55
Purchase of stock-in-trade 34(c) 747.01 654.87
Changes in inventories of finished goods, stock-in-trade and work-in- 35 (47.47) (421.40)
progress
Employee benefits expenses 36 1,511.84 1,342.93
Finance cost 37 133.41 86.90
Depreciation and amortisation expenses 38 551.60 431.08
Other expenses 39 5,220.95 4,728.39
Total expenses 16,298.19 15,755.32
Profit before exceptional items and tax 4,086.31 4,399.63
Exceptional items (Refer Note no. 53(a)) (32.51) -
Profit before Tax 4,053.80 4,399.63
Tax expense
Current tax 981.94 1,290.69
Deferred tax (75.29) 61.21
Total tax expense 906.65 1,351.90
Profit for the year 3,147.15 3,047.73
Other comprehensive income
A. Items that will not be reclassified subsequently to profit or loss
Re-measurements of the defined benefit plans (51.07) (83.24)
Income tax on above item 12.85 24.24
(38.22) (59.00)
B. Items that will be reclassified subsequently to profit or loss
Net gain/(loss) on cash flow hedges (395.24) 301.65
Income tax on above item 99.48 (87.82)
(295.76) 213.83
Net other comprehensive income for the year (net of tax) (A + B) (333.98) 154.83
Total comprehensive income for the year 2,813.17 3,202.56
Earning per equity share [Nominal value per share r 10/- each]
Basic and Diluted (r) 48 15.72 14.84
The accompanying notes 1 to 54 form an integral part of the standalone financial statements.
As per our report of even date Signatures to the Standalone Statement of Profit and Loss and Notes to the financial statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020
R Lakhs
As at As at
Particulars
March 31, 2020 March 31, 2019
A. Cash Flow from Operating Activities
Profit before Taxation 4,053.80 4,399.63
Adjustment for:
Depreciation and amortisation expense 551.60 431.08
Loss on sale / write off of Fixed Assets 19.14 55.01
Profit on sale of fixed assets (1.48) -
Finance cost 133.41 86.90
Allowance for doubtful trade receivable and advances - (0.38)
Unrealised exchange (gain)/loss (200.59) (33.24)
Net (gain)/loss on sale of investments (3.13) -
Unwinding of security deposit (3.14) (1.63)
Notional Rent on Security Deposit 3.54 0.87
Interest income (96.28) (52.20)
Dividend income (24.71) (0.17)
Fair value of Mutual Funds (0.15) -
Operating Profit before working capital changes 4,432.01 4,885.87
Adjustment for:
(Increase)/Decrease in Trade receivables (0.74) (316.78)
(Increase) / Decrease in Inventories (138.17) (409.03)
(Increase)/ Decrease in Non-Current Financial Assets 14.81 123.12
(Increase) / Decrease in Non-Current Non - Financial Assets 235.29 (272.73)
(Increase) / Decrease in Current Financial Assets (71.26) (247.80)
(Increase) / Decrease in Current Non - Financial Assets 154.40 516.88
(Increase) / Decrease in Assets held for sale 14.63 (14.63)
Increase / (Decrease) in Trade Payable 274.88 (9.27)
Increase / (Decrease) in Non - Current Provisions (75.13) (180.55)
Increase / (Decrease) Current Financial Liabilities 194.68 (138.36)
Increase / (Decrease) in Liabilities held for sale (50.00) 50.00
Increase / (Decrease) Current Non - Financial Liabilities 65.08 (171.40)
Cash generated from operating activities 5,050.48 3,815.32
Taxes Paid (Net of refunds) (1,265.46) (1,384.95)
Net Cash Flow from / (used in) Operating Activities (A) 3,785.02 2,430.37
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(115.12)
R Lakhs
As at As at
Particulars
March 31, 2020 March 31, 2019
2. The standalone cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard
(Ind AS) 7 on ‘Cash Flow Statement’ and presents cash flows by operating, investing and financing activities.
3. The above standalone cash flow statement includes r 59.79 lakhs towards Corporate Social Responsibility activities (Refer Note
49)
4. Figures for the previous year have been regrouped/ restated wherever necessary to conform to current year’s classification.
As per our report of even date Signatures to the Standalone Cash Flow Statement and Notes to the financial statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
•
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STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2020
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128
•
NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS
Freehold Leasehold
5 Investments in subsidiaries
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Investments in equity instruments:
Investment in Subsidiaries (Unquoted)
(At amortised cost)
a) ADF Foods (India) Limited
Face value (R) 10 10
Number of shares 50,000 50,000
Amount in r In lakhs 5.00 5.00
b) ADF Foods UK Limited
Face value (£) 1 1
Number of shares 2,085,281 2,085,281
Amount in r In lakhs 1,826.29 1,826.29
c) Power Brands (Foods) Private Limited (Refer Note 50)
Face value (R) 10 10
Number of shares 20,885,992 20,885,992
Amount in r In lakhs - -
Investments in preference shares:
Investment in Subsidiaries (Unquoted)
(At amortised cost)
a) ADF Foods UK Limited
(0.001% Redeemable Cumulative Preference Shares)
Face value (£) 1 1
Number of shares 5,106,434 4,207,716
Amount in r In lakhs 4,782.90 3,961.23
Aggregate amount of unquoted investments 6,614.19 5,792.52
Aggregate amount of impairment in value of investments - -
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7 Non-current loans
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured, considered good
Security deposits 135.18 120.07
Loans and advances to Employees 3.82 8.11
Total 139.00 128.18
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11 Inventories
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
(Valued at lower of cost and net realizable value)
Raw materials 356.18 274.47
Packing materials 650.68 641.69
Work-in-progress 1,303.59 1,495.86
Finished goods 400.68 154.51
Traded goods 44.74 51.17
Total 2,755.87 2,617.70
12 Current Investments
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Investments in Mutual Funds (Quoted)
(Measured as FVTPL)
HDFC Overnight - Growth 901.46 -
Kotak Overnight Fund Reg - Growth 901.47 -
Total 1,802.93 -
Aggregate amount of quoted investments at Cost 1,802.78 -
Aggregate amount of quoted investments at market value 1,802.93 -
Aggregate amount of impairment in value of investments - -
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* Balance with bank in current account is on account of earmark balance for unclaimed dividend.
**Deposit with maturity of less than 12 months.
*** Margin deposits with maturity of less than 12 months.
16 Current loans
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured, considered good
Loans to employees 10.54 14.06
Total 10.54 14.06
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The company purchased certain plot of land at Nadiad for the purpose of building storage facility. The Company now intends to
dispose off the same as it no longer intends to utilise it for the purpose of its business. The prospective buyer has given an advance
of r 50 Lakhs against the sale of above mentioned land.
Less: Nil (March 31, 2019: 11,78,742) equity shares of r 10/- each buyback during the year - (117.88)
2,002.27 2,002.27
Shares forfeited
7,56,600 (March 31, 2019: 7,56,600) equity shares of r 10/- each; amount originally paid up 37.83 37.83
thereon @ r 5 per share
Total 2,040.10 2,040.10
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Of the above 7,56,600 equity shares (R 37.83 lakhs) forfeited in earlier years are not cancelled by the company .
(b) The Board of Directors of the Company, at its meeting held on June 5, 2018 approved buyback of Equity Shares. The Company
adopted the open market route in accordance with provision contained in SEBI (buyback of security) Regulation, 1998 and any
statutory notification or re-entitlement for the time being in force.
The buyback of Equity Shares opened on July 23, 2018 and closed on September 19, 2018. As on the date of the closure of
Buyback, the Company bought back an aggregate of 11,78,742 Equity Shares, utilizing a total of r 29,99,12,542/- (excluding
Transaction Costs) which represents 99.97% of the Maximum Buy-back size. The Equity Shares were bought back at an
average price of r 254.43 per Equity Share. All the shares bought back have been extinguished . The Company has adjusted
an amount of r 1,17,87,420/- against Retained Earning and r 28,84,25,043/- against Security premium.
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(e) Equity shares movement during the five years preceding March 31, 2020
Particulars No. of shares
From 1st April 2015 From 1st April 2014
to 31st March 2020 to 31st March 2019
There are no shares reseved for issue under option and contract commitment for the sale of shares
disinvestment including the terms and amount.
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21 Other equity
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Reserves and surplus
Capital reserves
As per Last Balance Sheet 105.00 105.00
Securities premium
As per Last Balance Sheet 2,166.86 5,051.11
Utilized during the year - (2,884.25)
Closing balance 2,166.86 2,166.86
General reserve
As per Last Balance Sheet 763.97 763.97
Retained earning
As per Last Balance Sheet 15,562.94 12,692.09
Utilised for buyback of equity shares - (117.88)
15,562.94 12,574.21
Add: profit for the year 3,147.15 3,047.73
Re-measurement of defined benefit plans (38.22) (59.00)
Less: Dividend paid (600.68) -
Less: Tax on dividend (122.28) -
Movement during the year 2,385.97 2,988.73
Closing balance 17,948.91 15,562.94
Nature of Reserves
(a) Capital reserve
The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own
equity instruments to capital reserve.
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23 Non-current provisions
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for employee benefits (Refer Note no. 47)
For compensated absences 66.28 32.32
For compensated sick leaves 12.24 9.66
For gratuity 17.18 77.78
Total 95.70 119.76
24 Income taxes
a) Tax expense recognised in profit and loss
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Current tax expense for the year 981.94 1,290.69
Tax expense of prior year - -
Net current tax expenses 981.94 1,290.69
Deferred Income tax liability / (asset), (net)
Origination and reversal of temporary differences (75.29) 61.21
Total 906.65 1,351.90
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R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Profit before tax 4,053.80 4,399.63
Tax using the company's domestic tax rate 1,020.26 1,281.17
(March 31, 2020 - 25.17 %, March 31, 2019 - 29.12 %)
Tax effect of:
Expenses not deductible for tax purposes 18.32 70.73
Allowances under Income Tax Act (36.21) -
Prior year tax adjustment 15.76 -
Differences in tax rate * (126.76) -
Others 15.28 -
Total 906.65 1,351.90
*The Company has opted for new tax rate of 25.17% under new section 115BBA of Income Tax Act, 1961, as compared to
29.12% in previous year.
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25 Current borrowings
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured Loan
Loans repayable on demand
From banks * 2,316.42 -
Total 2,316.42 -
*Unsecured loans are repayable on demand and the interest payable on borrowings range from 4.5% to 5% p.a.
29 Current provisions
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for employee benefits (Refer Note no.47)
For compensated absences 8.18 2.36
For compensated sick leaves 1.77 1.44
For gratuity 46.46 46.81
Total 56.41 50.61
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The Chief Operating Decision Maker (CODM) evaluates the performance of the Company based on revenue and operating income
in one segment i.e. “Processed food” . Accordingly, as per Ind AS-108, the Company has only one business segment and hence
disaggregation information has not been separately disclosed.
33 Other income
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Interest income from
Bank deposits 89.59 24.56
Others 6.69 27.63
Other non-operating revenue
Export incentives 1,238.46 1,263.32
Dividend income -
From subsidiary 0.04 0.17
From Mutual Fund 24.68 -
Unwinding of discount on security deposit 3.14 1.63
Foreign exchange gain (net) 672.13 -
Liabilities no longer required written back 0.95 12.09
Profit on sale of fixed assets 1.48 -
Profit on sale of mutual funds 3.13 -
Profit on fair value of mutual funds 0.15 -
Miscellaneous income 135.25 75.65
Total 2,175.69 1,405.05
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37 Finance costs
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Interest expense on
Borrowing from banks 70.61 24.41
Borrowing from financial institutions - 0.87
Lease 18.29 -
Others 44.51 61.62
Total 133.41 86.90
39 Other expenses
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Freezing and preservation charges 59.07 59.07
Power & fuel 552.87 530.11
Electricity 12.56 9.85
Water charges 14.42 13.59
Rent including lease rent 40.00 188.29
Repairs and maintenance to building 80.48 27.11
Repairs and maintenance to machinery 112.60 88.85
Repairs and maintenance to others 31.33 27.81
Insurance 35.02 33.73
Rates and taxes 44.81 66.90
Communication expenses 36.05 39.98
Travelling and conveyance expenses 376.02 335.16
Motor car expenses 35.10 38.18
Printing and stationery expenses 11.50 15.22
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R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Freight and forwarding expenses 1,440.62 1,386.86
Sales commission and claims 325.97 327.09
Advertisement 541.33 517.68
Sales and marketing expenses 652.07 217.41
Donations - 0.05
Legal and professional fees 470.96 360.47
Payment to auditor (Refer Note no. 39.1) 20.57 20.37
CSR expenses (Refer Note no. 49) 59.79 50.16
Registration and filling fees 7.12 7.42
Directors' sitting fees 23.30 15.30
Bad debts written off - 1.80
Foreign exchange Gain/loss - 99.75
Loss on sale of fixed assets / assets scrapped 19.14 55.01
Written back / provision for doubtful trade receivables - (0.38)
Miscellaneous expenses 218.25 195.55
Total 5,220.95 4,728.39
*During the previous year the subsidiary received the notice of violation from Centre for Environmental
Health (CEH), a non-profit California Corporation which has filed a law suit against ADF Foods (USA) Ltd. &
certain others non-affiliate Companies as defendants (‘’Defendants’’) with the Superior Court of California,
County of Alameda. The plaintiff in its complaint has alleged that the Defendant and distributors and
Importers who have violated California’s Proposition 65, Health & Safety Code § 25249.5, et seq.
•
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The previous year’s amount of r 100.94 lakhs include r 89.89 lakhs on account of the above case.
Notes:
a. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of above
pending resolution of the respective proceedings as it is determinable only on receipt of judgments/
decisions pending with various forums/authorities.
b. The Company does not expect any reimbursements in respect of the above contingent liabilities.
b. Capital commitments
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Capital commitments (net of advances) 76.25 338.91
42. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015
a. Advances to Subsidiaries
Loans and advances in the nature of loans given to subsidiaries, associates, firms/companies in which
directors are interested:
R Lakhs
Name of the party Relationship Amount outstanding as at Amount outstanding as at Maximum balance
March 31, 2020 March 31, 2019 outstanding during
the year
ADF Foods UK Limited Subsidiary Nil Nil Nil
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The Company has entered into operating leases on its office buildings. These leases have terms of between
3 and 99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis
according to prevailing market conditions. Future minimum contractual rentals payable under non-cancellable
operating leases as at March 31, 2020 are, as follows:
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R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
i) Not later than one year 111.65 108.50
ii) Later than one year and not later than five years 59.15 170.30
iii) Later than five years 40.33 40.83
Short term lease payment recognised in the Statement of Profit and Loss for the year ended March 31, 2020 is
r 40.00 lakhs.
45. Related party disclosures
List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below
Sr. No: Related party relationship Name of the Related Parties
ADF Foods UK Limited
ADF Foods (India) Limited
1 Direct subsidiaries
Power Brands (Foods) Private Limited (Under members’ voluntary liquidation-
refer note no. 50)
ADF Holdings (USA) Limited
2 Indirect subsidiaries
ADF Foods (USA) Limited
Mr. Jay M. Mehta
Ms. Anjali Seth (upto March 9,2020)
Mr. Naresh L. Kothari
3 Key managerial personnel – Non Executive Mr. Ravindra Kumar Jain
Mr. Viren A. Merchant
Mr. Chandir Gidwani (w.e.f. February 7, 2020)
The following transactions were carried out with the related parties in the ordinary course of business:
R Lakhs
Particulars Financial Direct Indirect Key Managerial Relatives of Total
Year Subsidiaries Subsidiaries Personnel Key Managerial
Personnel
Dividend Income 2019-20 0.04 - - - 0.04
2018-19 - - - - -
2019-20 58.27 19.99 - - 78.26
Sale of goods
2018-19 49.87 147.79 - - 197.66
Sale of Fixed Assets 2019-20 - - - - -
2018-19 - - - 57.50 57.50
Managerial Remuneration 2019-20 - - 255.48 - 255.48
2018-19 - - 281.83 - 281.83
Salary 2019-20 - - 108.84 13.75 122.59
2018-19 - - 23.96 14.73 38.69
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R Lakhs
Particulars Financial Direct Indirect Key Managerial Relatives of Total
Year Subsidiaries Subsidiaries Personnel Key Managerial
Personnel
Independent Director’s Sitting 2019-20 - - 23.30 - 23.30
fees 2018-19 - - 15.30 - 15.30
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Particulars Name of the related parties As at As at
March 31, 2020 March 31, 2019
Mr. Jay M. Mehta 3.50 1.20
Ms. Anjali Seth 4.20 2.55
Non-Executive Directors Sitting Fees Mr. Naresh L. Kothari 3.30 2.70
Mr. Ravindra Kumar Jain 6.50 4.05
Mr. Viren A. Merchant 5.80 4.80
Mr. Ashok H. Thakkar - 15.00
Sale of vehicles Mr. Bhavesh R. Thakkar - 18.00
Mr. Mishal A. Thakkar - 24.50
Rent Mrs. Mahalaxmi R. Thakkar 0.50 0.50
Non-current investments ADF Foods UK Limited 6,609.19 5,787.52
Non-Current loans (Security Deposit) Mrs. Mahalaxmi R. Thakkar 9.50 10.00
ADF Foods (India) Limited 61.20 26.74
Trade receivable
ADF Foods (USA) Limited - 144.02
Trade payable Power Brands (Foods) Pvt. Ltd. 44.10 44.10
*Salary paid to the related parties Mr. Ashok H. Thakkar & Mr. Bhavesh R. Thakkar includes full & final settlement amount comprising of the
salary components related to prior years of service. Related parties Mr. Ashok H. Thakkar & Mr. Bhavesh R. Thakkar have resigned from May
29, 2018. Salary amount of above related parties includes post-retirement benefits settlement amount paid on resignation.
**Due to changes in terms of remuneration of Mr. Bimal R Thakkar, Salary component includes r 125.43 lakhs for gratuity and other
allowances related to prior years of service and also includes r 120.00 lakhs for annual performance based incentive paid for the year
2018-19.
Types of hedge Nominal value Carrying amount of Maturity Hedge Changes in Change in the value
and risks hedging instrument date ratio* fair value of hedged item
Assets Liabilities Assets Liabilities of hedging used as the basis for
instrument recognising hedge
effectiveness
Cash flow hedge
foreign exchange April 2020 to
risk foreign 8,792.95 - - 199.17 1:1 (395.24) 395.24
exchange forward March 2021
contracts
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Types of hedge Nominal value Carrying amount of Maturity Hedge Changes in Change in the value
and risks hedging instrument date ratio* fair value of hedged item
Assets Liabilities Assets Liabilities of hedging used as the basis for
instrument recognising hedge
effectiveness
Cash flow hedge
foreign exchange April 2019 to
risk foreign 8,420.12 - 213.55 - 1:1 301.65 (301.65)
exchange forward March 2020
contracts
* The foreign exchange forward contracts are denominated in the same currency as the highly probable future sales therefore the hedge
ratio is 1:1
The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge
effectiveness is determined at the inception of the hedge relationship and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and
hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging
instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness
is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no
longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical
derivative method to assess effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component
value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable
to the hedged risk. In hedges of foreign currency forecast sale may arise if:
- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the
forecast transaction, interest resets changes from what was originally estimated), or
- Differences arise betwen the credit risk inherent within the hedged item and the hedging instrument.
Refer Note – 21 for the details related to movement in cash flow hedging reserve.
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R Lakhs
Particulars Gratuity (funded and unfunded)
2019-20 2018-19
I Present value of obligation
Liability at the beginning of the year 292.64 333.06
Interest cost 22.80 24.98
Current service cost 21.06 17.09
Benefit paid (170.91) (164.01)
Benefit payable by the Company - -
Actuarial (gain) / loss on obligations - Due to change in financial 19.34 (8.34)
assumptions
Actuarial (gain) / loss on obligations – Due to experience adjustment 31.24 89.86
Liability at the end of the year 216.17 292.64
II Change in Plan Assets
Fair value of plan assets at the beginning of the year 168.05 161.95
Interest Income 13.09 12.15
Actual return on plan assets - -
Employer’s Contributions 23.47 17.41
Benefit paid (51.59) (21.74)
Re-measurement – return on assets (0.49) (1.72)
Fair value of plan assets at the end of the year 152.53 168.05
III Amount recognised in the balance sheet
Liability at the end of the year 216.17 292.64
Fair value of plan assets at the end of the year 152.53 168.05
Net (Liability)/ Asset Recognized in the Balancesheet 63.64 124.59
IV Expenses recognised in the Statement of Profit and Loss
Current service cost 21.06 17.09
Interest cost 9.70 12.83
Actual return on plan assets - -
Net actuarial (gain) / loss to be recognized - -
Expense recognised in Statement of Profit and Loss 30.76 29.92
V Amount recognized in Other Comprehensive Income
Actuarial (Gains)/Losses on Obligation For the Period 50.58 81.52
Return on Plan Assets, Excluding Interest Income 0.49 1.72
Net (Income)/Expense For the Period Recognized in OCI 51.07 83.24
VI Actuarial assumptions :
Discount rate 6.84% 7.79%
Rate of return on plan assets 6.84% 7.79%
Salary escalation 6.00% 6.00%
Mortality Indian Assured lives Mortality(2006-08)
Ultimate
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Sensitivity Analysis
R Lakhs
Projected Benefit Obligation on Current Assumptions 2019-20 2018-19
Projected Benefit Obligation on Current Assumptions 216.17 292.64
Delta effect on + 1% Change in Rate of Discounting (20.28) (26.26)
Delta effect on - 1% Change in Rate of Discounting 23.67 30.30
Delta effect on + 1% Change in Rate of Salary Increase 23.63 30.54
Delta effect on - 1% Change in Rate of Salary Increase (20.61) (26.91)
Delta effect on + 1% Change in Rate of Employee Turnover 1.22 3.99
Delta effect on - 1% Change in Rate of Employee Turnover (1.40) (4.43)
49. The company has spent r 59.79 lakhs during the financial year (Previous year r 50.16 lakhs) as per the provisions
of section 135 of the Companies Act, 2013 towards Corporate Social Responsibility (CSR) activities – grouped
under ‘other expenses’.
a. Gross amount required to be spent by the company during the year r 64.58 lakhs (Previous year – r 50.06
lakhs).
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Out of total amount required to be spent i.e. r 64.58 lakhs, r 4.79 lakhs will be spent in next financial year.
50. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL’). It presently holds
2,08,85,992 fully paid Equity Shares of r 10/- each (including 20,75,992 Equity shares acquired at r 330.08 lakhs
in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.
Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’
voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the
members vide their special resolution dated March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand
and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL
while retaining certain other fixed and current assets to meet its contingent and other liabilities.
By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at
r 2,935.99 lakhs by an independent valuer) in lieu of its investment in PBFPL’s equity shares of r 2,211.08 lakhs.
Accordingly, the Company capitalised the said brand in its books at r 2,935.99 lakhs in the said financial year
after adjusting the same against the investment value of r 2,211.08 lakhs and carried the balance of r 724.91
lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.
During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their
special resolution dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree,
Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding
in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The
excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the
Company’s Statement of Profit & Loss under the head exceptional item.
Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of
liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have
been shown under the head “Investment” at nil value.
51. Financial instruments – Fair values and risk management
Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities,
including their levels in the fair value hierarchy. It does not include fair value information for financial assets and
financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value
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R Lakhs
Carrying amount Fair value
Fair value Fair value
March 31, 2020 through through other Amortised
Total Level 1 Level 2 Level 3 Total
profit and comprehensive Cost
loss income
Financial Assets
Non-Current
Trade Receivables - - 4.51 4.51 - - - -
Loans 41.13 - 97.87 139.00 - 41.13 - 41.13
Other financial assets - - 375.83 375.83 - - - -
Current
Investments 1,802.93 - - 1,802.93 1,802.93 - - 1,802.93
Trade Receivables - - 4,388.49 4,388.49 - - - -
Cash and cash
- - 1,005.68 1,005.68 - - - -
equivalents
Bank balances other
- - 1,650.75 1,650.75 - - - -
than above
Loans - - 10.54 10.54 - - - -
Other financial assets - - 714.19 714.19 - - - -
Total 1,844.06 - 8,247.86 10,091.92 1,802.93 41.13 - 1,844.06
Financial Liabilities
Non-Current
Other financial liabilities - - 61.54 61.54 - - - -
Current
Borrowings - - 2,316.42 2,316.42 - - - -
Trade payables - - 1,365.17 1,365.17 - - - -
Other financial liabilities - 199.17 564.34 763.51 - 199.17 - 199.17
Total - 199.17 4,307.47 4,506.64 - 199.17 - 199.17
R Lakhs
March 31, 2019 Carrying amount Fair value
Fair value Fair value Amortised Total Level 1 Level 2 Level 3 Total
through through other Cost
profit and comprehensive
loss income
Financial Assets
Non-Current
Trade receivable - - 4.51 4.51 - - - -
Loans 37.99 - 90.19 128.18 - 37.99 - 37.99
Other financial assets - - 35.68 35.68 - - - -
Current
Trade receivable - - 4,222.05 4,222.05 - - - -
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R Lakhs
March 31, 2019 Carrying amount Fair value
Fair value Fair value Amortised Total Level 1 Level 2 Level 3 Total
through through other Cost
profit and comprehensive
loss income
Cash and cash
- - 1,234.69 1,234.69 - - - -
equivalents
Bank balances other
- - 403.31 403.31 - - - -
than above
Loans - - 14.06 14.06 - - - -
Other financial assets - 213.55 586.62 800.17 - 213.55 - 213.55
Assets held for sale 14.63 - - 14.63 - 14.63 - 14.63
Total 52.62 213.55 6,591.11 6,857.28 - 266.17 - 266.17
Financial Liabilities
Current
Trade payables - - 1,099.90 1,099.90 - - - -
Other Current Financial
- - 264.20 264.20 - - - -
Liabilities
Liabilities classified as
50.00 - - 50.00 - 50.00 - 50.00
held for sale
Total 50.00 - 1,364.10 1,414.10 - 50.00 - 50.00
•
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2. The fair values of the derivative financial instruments have been determined using valuation techniques
with market observable inputs. The models incorporate various inputs including the credit quality of
counter-parties and foreign exchange forward rates.
3. Loans – Security Deposits have fair values that approximate to their carrying amounts as it is based on the
net present value of the anticipated future cash flows using rates currently available for debt on similar
terms, credit risk and remaining maturities.
52. Financial Risk Management
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The
Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential
adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk.
The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign
exchange related risk exposures. The Company’s exposure to credit risk, excluding receivables from related
parties, is influenced mainly by the individual characteristic of each customer
(i) Credit Risk
Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial
institutions.
Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss.
Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/
institutions are accepted.
Company’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the
financial assets recognised in the statement of financial position.
The Company considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess
whether there is a significant increase in credit risk the Company compares the risk of a default occurring
on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers
available reasonable and supportive forwarding-looking information. Especially the following indicators are
incorporated:
- Historical trend default in case of applicable financial asset
- Actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the counter party’s ability to meet its obligations
- Other applicable macroeconomic information such as regulatory changes
A default on a financial asset is when the counter party fails to make contractual payments within agreed
credit terms from the date when they fall due. This definition of default is determined by considering the
business environment in which entity operates and other macro-economic factors.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting
to r 4.51 lakhs (March 31, 2019 – r 4.51 lakhs) shown as non-current and r 4,388.49 lakhs (March 31,
2019 – r 4,222.05 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company expects that estimate of expected credit loss for impairment is immaterial based on
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• ADF FOODS LTD.
historical trend and the nature of business. No provision is considered necessary as at reporting date other
than disclosed in Note 6 and 13 and Management continuously assesses the requirement for provision on
ongoing basis. During the period, the Company made no write-offs of trade receivables except for those
disclosed in Note 39.
(ii) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its
liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company’s reputation.
The Management regularly monitors rolling forecasts of the Company’s liquidity position on the basis of
expected cash flows to ensure it has sufficient cash to meet ongoing operational fund requirements.
R Lakhs
March 31, 2020 Contractual cash flows
Carrying Total Within 12 1-2 years 2-5 years More than 5
Amount months years
Financial Liabilities
Non-Current
Other financial liabilities 61.54 61.54 - 57.65 2.00 39.83
Current
Borrowings 2,316.42 2,316.42 2,316.42 - - -
Trade payables
a) Total outstanding dues of Micro 27.58 27.58 27.58 - - -
Enterprises and Small Enterprises
b)Total outstanding dues of 1,337.59 1,337.59 1,337.59 - - -
creditors other than Micro
Enterprises and Small Enterprises
Other Financial Liabilities 763.51 763.51 763.51 - - -
Total 4,506.64 4,506.64 4,445.10 57.65 2.00 39.83
R Lakhs
March 31, 2019 Contractual cash flows
Carrying Total Within 12 1-2 years 2-5 years More than 5
Amount months years
Financial Liabilities
Current
Trade payables
a) Total outstanding dues of Micro 31.75 31.75 31.75 - - -
Enterprises and Small Enterprises
b)Total outstanding dues of 1,068.15 1,068.15 1,068.15 - - -
creditors other than Micro
Enterprises and Small Enterprises
Other Financial Liabilities 264.20 264.20 264.20 - - -
Liabilities classified as held for sale 50.00 50.00 50.00 - - -
Total 1,414.10 1,414.10 1,414.10 - - -
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b) Trade payable
R Lakhs
As at March 31, 2020 As at March 31, 2019
Foreign currency Amount Amount Amount Amount
(in original (in original
currency) currency)
USD 2.37 179.07 0.98 67.53
GBP 4.43 411.86 2.06 186.28
CAD 0.12 6.38 0.11 5.89
c) EEFC balance
R Lakhs
As at March 31, 2020 As at March 31, 2019
Foreign currency Amount Amount Amount Amount
(in original (in original
currency) currency)
USD 6.58 496.77 6.90 476.95
GBP 0.85 78.88 5.47 494.71
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The following significant exchange rates have been applied during the year:
Particulars Year- end spot rate as at
As at March 31, 2020 As at March 31, 2019
USD / INR 75.4500 69.1450
GBP / INR 92.9200 90.3700
CAD/ INR 53.1900 51.4800
53. (a) Exceptional items represent r 35.37 Lakhs profit on sale of plots of land which the company had purchased
with the intention to build storage facility but no longer intends to use it for the purpose of the business.
It also includes expense aggregating to USD 95,000 equivalent to r 67.88 Lakhs. The same is towards
litigation settlement amount and legal fees in respect of a lawsuit filed in US.
(b) Movement of Borrowing
Particulars March 31, 2019 Cash flow Non-cash changes March 31, 2020
(Fair value changes)
Long term borrowings - - - -
Short term borrowings - 2,316.42 - 2,316.42
Total borrowings - 2,316.42 - 2,316.42
Particulars March 31, 2019 Cash flow Non-cash changes March 31, 2020
(Fair value changes)
Long term borrowings 2.54 (2.54) - -
Short term borrowings 137.46 (137.46) - -
Total borrowings 140.00 (140.00) - -
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(c) As per the requirements of Ind AS 108 on “operating segments” segment information has been provided
under the note’s to consolidated Financial statement.
54. Previous year’s figures have been regrouped / restated wherever necessary to confirm to current year’s
classification. All figures have been rounded off to the nearest lakhs.
Shalaka Ovalekar
Company Secretary
Membership No: A15274
Place: Mumbai
Date: May 11, 2020
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Opinion
We have audited the accompanying Consolidated Ind AS Financial Statements of ADF Foods Limited (hereinafter
referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred
to as “the Group”), which comprise the consolidated Balance Sheet as at March 31, 2020, and the Consolidated
Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Changes
in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated
Financial Statements, including a summary of significant accounting policies (“the Consolidated Ind AS Financial
Statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of reports of the other auditors on the separate financial statements of the subsidiaries referred to
in the Other Matters section below, the aforesaid Consolidated Ind AS Financial Statements give the information
required by the Companies Act, 2013 (“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 consolidated state of affairs of the Group as at
March 31, 2020, of consolidated profit, consolidated changes in equity and its consolidated cash flows for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI),
together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the Consolidated Ind AS Financial Statements of the current period. These matters were addressed in the context
of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
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Corporate Governance Report, Business Responsibility Report and Share Holders Information but does not include
the Financial Statements and our auditor’s report thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated
Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If
based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report the fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to preparation of these Consolidated Financial Statements in terms of the requirements of the Act that
give a true and fair view of the consolidated financial position, consolidated financial performance (including other
comprehensive income), consolidated statement of changes in equity and consolidated cash flows of the Group in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group
are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Group 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 the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring 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, which have been used for the purpose of preparation of the Consolidated Financial
Statements by the Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included
in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial
reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
a) Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
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resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the holding company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including
the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible
for the direction, supervision and performance of the audit of the financial statements of such entities included
in the Consolidated Financial Statements of which we are the independent auditors. For the other entities
included in the Consolidated Financial Statements, which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits carried out by them.
We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the Consolidated Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of the users of the Consolidated Financial Statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
Consolidated Financial Statements.
We communicate with those charged with governance of the Holding Company and such other entities included in
the Consolidated Financial Statements of which we are the independent auditors regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Consolidated Financial Statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
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Other Matters
We did not audit financial statements of two subsidiaries incorporated outside India, whose financial statements
reflect total assets of r 5,395.47 lakh as at March 31, 2020, total revenues of r 8,932.92 lakh and net cash inflows
amounting to r 767.32 lakhs for the year ended on that date, as considered in the Consolidated Financial Statements.
These financial statements have been audited by other auditors whose reports have been furnished to us by the
Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the
Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.
These subsidiaries are located outside India whose financial statements and other financial information have been
prepared in accordance with accounting principles generally accepted in their respective countries and which have
been audited by other auditors under generally accepted auditing standards applicable in their respective countries.
The Holding Company’s management has converted the financial statements of such subsidiaries located outside
India from accounting principles generally accepted in their respective countries to accounting principles generally
accepted in India (Indian Accounting Standards ‘Ind AS’). We have audited these conversion adjustments made
by the Holding Company’s management. Our conclusion in so far as it relates to the balances and affairs of such
subsidiaries located outside India is based on the report of the other auditors and the conversion adjustments
made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such
subsidiaries located outside India is based on the report of other auditors.
Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports
of the other auditors and the financial statements certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act based on our audit and on the consideration of reports of the other auditors
on separate financial statements and the other financial information of subsidiaries as noted in the ‘Other Matters’
paragraph, we report, to the extent applicable, 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 of the aforesaid Consolidated Financial Statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated
Ind AS Financial Statements have been kept so far as it appears from our examination of those books and the
reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with
by this Report are in agreement with the relevant books of account maintained for the purpose of preparation
of the Consolidated Ind AS Financial Statements.
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors of the Group Companies incorporated
in India as on March 31, 2020 taken on record by the Board of Directors of the respective Group Companies
incorporated in India, none of the directors of the Group Companies incorporated in India is disqualified as on
March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of internal financial controls with reference to financial statements of the Group
and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.
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g) According to information and explanations given to us and based on our examination of the records of the
Group, the Group has paid managerial remuneration in accordance with the requisite approvals mandated by
the provisions of Section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us and based on the consideration of the report of the other auditors on separate
financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other matter’
paragraph:
i. The Consolidated Ind AS Financial Statements disclose the impact of pending litigations on the consolidated
financial position of the Group. Refer Note 42 to the Consolidated Financial Statements.
ii. The Group did not have any material foreseeable losses on long-term contracts including derivative
contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company and its subsidiary Company incorporated in India during the year
ended March 31, 2020.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Ind
AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A
Company's Internal Financial Control with reference to financial statements 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 Consolidated Ind AS Financial Statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could
have a material effect on the Consolidated Ind AS Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of Internal Financial Controls with reference to financial statements, 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 with reference
to financial statements to future periods are subject to the risk that the Internal Financial Control with reference to
financial statements may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company and its
subsidiary company, which are companies incorporated in India, have, in all material respects, an adequate Internal
Financial Controls System with reference to financial statements and such Internal Financial Controls with reference
to financial statements were operating effectively as at March 31, 2020 based on “the Internal Control Over Financial
Reporting criteria established by the respective companies 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.
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN: 20127355AAAABP7211
Place: Mumbai
Date: May 11, 2020
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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
R Lakhs
For the year ended For the year ended
Particulars Note No. March 31, 2019
March 31, 2020
Income
Revenue from operations 31 27,282.24 23,143.50
Other income 32 2,180.50 1,405.38
Total income 29,462.74 24,548.88
Expenses
Cost of materials consumed 33(a)(b) 8,180.85 8,932.55
Purchase of stock in trade 34 8,644.83 4,204.63
Changes in inventories of finished goods, stock-in-trade and work-in-progress 35 (1,918.82) (1,105.40)
Employee benefits expenses 36 1,764.49 1,608.05
Finance cost 37 133.42 87.05
Depreciation and amortisation expenses 38 552.71 431.19
Impairment Losses 39 35.53 986.62
Other expenses 40 6,538.43 5,630.93
Total expenses 23,931.44 20,775.62
Profit before exceptional items and tax 5,531.30 3,773.26
Exceptional items (Refer Note no. 54 (a)) (32.51) -
Profit before Tax 5,498.79 3,773.26
Tax expenses
Current tax 1,003.45 1,300.58
Deferred tax 217.86 (60.78)
Total tax expenses 1,221.31 1,239.80
Profit for the year 4,277.48 2,533.46
Other comprehensive income
A. Items that will not be reclassified subsequently to profit or loss
Remeasurement of the defined benefit liabilities / (asset) (51.08) (83.20)
Income tax on above item 12.85 24.23
(38.23) (58.97)
B. Items that will be reclassified subsequently to profit or loss
Net gain / (loss) on cash flow hedge (395.24) 301.65
Exchange differences on translating the financial statements of foreign operation 27.56 77.93
Income tax on above item 92.56 (110.51)
(275.12) 269.07
Net other comprehensive income for the year (net of tax) (A + B) (313.35) 210.10
Total comprehensive income for the year 3,964.13 2,743.56
Earning per equity share (Nominal vale per share r 10/- each) 47
Basic and Diluted (r)
The accompanying notes 1 to 55 form an integral part of the consolidated financial statements
21.36 l 12.34
As per our report of even date Signatures to the Consolidated Statement profit and Loss and Notes to the financial statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020
R Lakhs
For the year ended For the year ended
Particulars March 31, 2020 March 31, 2019
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R Lakhs
For the year ended For the year ended
Particulars March 31, 2020 March 31, 2019
Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) (270.97) (1,681.45)
CASH AND CASH EQUIVALENTS:
AS AT THE BEGINNING OF THE YEAR 1,437.67 2,821.17
Unrealised Foreign Exchange Restatement in Cash and Cash Equivalents 854.02 297.95
Cash and Cash Equivalents - Closing Balance 2,020.72 1,437.67
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 583.05 (1,383.50)
Notes:
1. Cash and Cash Equivalents:
(a) Cash on Hand 2.12 7.34
(b) Balance with banks 2,018.60 1,430.22
(c) Cheque and draft on hand - 0.11
Cash and Cash Equivalents 2,020.72 1,437.67
2. The consolidated cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard
(Ind AS) 7 on ‘Cash Flow Statement’ and presents cash flows by operating, investing and financing activities.
3. Figures for the previous year have been regrouped/ restated wherever necessary to conform to current year’s classification.
As per our report of even date Signatures to the Consolidated Cash Flow Statement and Notes to the financial statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2020
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
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•
4(a) Property, Plant and Equipment
R Lakhs
Particulars Period Land Right Buildings Leasehold Plant & Furniture & Vehicles Office Office Electrical Laboratory Computers Total
-of- use improvement machinery fixtures equipment premises installation equipment
Freehold Leasehold
ADF FOODS LTD.
Opening gross April 1, 2018 4.18 94.39 - 2,642.86 - 2,438.41 84.90 285.89 22.63 97.77 86.99 7.30 26.24 5,791.56
6 Non-current loans
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured, considered good
Security deposits 137.18 121.72
Loans and advances to employees 3.82 8.11
Total I 141.00 I 129.83 I
7 Other non-current financial assets
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Export incentive receivable 10.04 35.68
Deposits held as margin for more than 12 months * 7.70 -
Total 17.74 35.68
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10 Inventories
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
(Valued at lower of cost and net realizable value)
Raw materials 356.18 274.47
Packing materials 650.68 641.69
Work-in-progress 1,303.59 1,495.86
Finished goods 400.68 154.51
Traded goods - includes goods in transit r Nil 2,753.86 888.94
(March 31, 2019 - r 147.77 lakhs)
Total 5,464.99 3,455.47
11 Current Investments
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Investments in Mutual Funds (Quoted)
(Measured at FVTPL)
HDFC Overnight - Growth 901.46 -
Kotak Overnight Fund Reg - Growth 901.47 -
Total 1,802.93 -
Aggregate amount of quoted investments at cost 1,802.78 -
Aggregate amount of quoted investments and market value 1,802.93 -
Aggregate amount of impairment in value of investments - -
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* Balance with bank in current account is on account of earmark balance for unclaimed dividend.
**Deposit with maturity of less than 12 months.
*** Margin deposits with maturity of less than 12 months.
15 Current loans
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured, considered good
Loans to employees 10.54 14.24
Others - 0.25
Total 10.54 14.49
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The Holding Company purchased certain plot of land at Nadiad for the purpose of building storage facility. The holding Company now intends
to dispose off the same as it no longer intends to utilise it for the purpose of its business. The prospective buyer has given an advance of
r 50 Lakhs against the sale of above mentioned land.
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Particulars No. of shares r Lakhs
Equity shares
As at April 1, 2018 21,958,061 2,157.98
Buy-back during the year (1,178,742) (117.88)
As at March 31, 2019 20,779,319 2,040.10
Changes during the year - -
As at March 31, 2020 20,779,319 2,040.10
Of the above 7,56,600 equity shares (r 37.83 lakhs) forfeited in earlier years are not cancelled by the Holding Company.
The Board of Directors of the Holding Company, at its meeting held on June 5, 2018 approved buyback of Equity Shares.
The Holding Company adopted the open market route in accordance with provision contained in SEBI (buyback of security)
Regulation, 1998 and any statutory notification or re-entitlement for the time being in force.
The buyback of Equity Shares opened on July 23, 2018 and closed on September 19, 2018. As on the date of the closure of
Buyback, the Holding Company bought back an aggregate of 11,78,742 Equity Shares, utilizing a total of r 29,99,12,542/-
(excluding Transaction Costs) which represents 99.97% of the Maximum Buy-back size. The Equity Shares were bought back
at an average price of r 254.43 per Equity Share. All the shares bought back have been extinguished . The Holding Company
has adjusted an amount of r 1,17,87,420/- against Retained Earnings and r 28,84,25,043/- against Security premium.
(b) Terms / rights attached to equity shares
The Holding company has one class of equity shares having a par value of r 10 per share. Each shareholders is eligible for one
vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are
eligible to receive the remaining assets of the Holding company after distribution of all preferential amounts, in proportion to
their shareholding.
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(c) Details of equity shares held by Shareholders holding more than 5% of the aggregate shares in the Holding company.
Particulars As at As at
March 31, 2020 March 31, 2019
Bimal R Thakkar
No. of Shares 2,278,924 2,278,924
% 11.38 11.38
Mrs. Mahalaxmi R. Thakkar
No. of Shares 1,958,022 1,958,022
% 9.78 9.78
Mrs. Alpana Dangi
No. of Shares 3,173 1,061,551
% 0.01 5.30
Mentore Capital Limited
No. of Shares 8,500 2,779,284
% 0.04 13.88
Authum Investment and Infrastructure Limited
No. of Shares 4,494,052 -
% 22.44 0.00
Total No. of Shares 8,742,671 8,077,781
Total - % 43.65 40.34
(d) Equity shares movement during the five years preceding March 31, 2020
There are no shares reserved for issue under option and contracts / commitments for the sale of shares / disinvestment
including the terms and amounts.
20 Other equity
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Reserves and surplus
Capital reserves
As per last Balance Sheet 105.00 105.00
Securities premium
As per last Balance Sheet 2,166.86 5,051.11
Utilized during the year - (2,884.25)
Closing Balance 2,166.86 2,166.86
General reserve
As per last Balance Sheet 763.97 763.97
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Particulars As at As at
March 31, 2020 March 31, 2019
Foreign currency translation reserve
As per last Balance Sheet 89.24 34.00
Addition during the year (net) 39.62 55.24
Closing Balance 128.86 89.24
Retained earning
Opening balance 11,612.94 9,256.33
Utilised for buy back of equity shares - (117.88)
11,612.94 9,138.45
Add: profit for the year 4,277.48 2,533.46
Re-measurement of defined benefit plans (38.22) (58.97)
Less: Dividend paid (600.81) -
Less: Tax on dividend (122.28) -
Movement during the year 3,516.17 2,474.49
Closing balance 15,129.11 11,612.94
Nature of Reserves
(a) Capital reserve
The Group recognises profit and loss on purchase, sale, issue or cancellation of the group’s own equity
instruments to capital reserve.
(b) Capital redemption reserve
As per Companies Act, 2013, capital redemption reserve is created when group purchases its own shares
out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is
transferred to capital redemption reserve.
(c ) Securities Premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in
accordance with the provision of the Companies Act, 2013.
(d) Cash flow Hedge reserve
The group uses hedging instruments as part of its management of foreign currency risk associated with its
highly probable forecast sale. For hedging foreign currency risk, the group uses foreign currency forward
contracts which are designated as cash flow hedges. To the extent these hedges are effective; the change
in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised
in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or
loss.
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22 Non-current provisions
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for employee benefits (Refer Note no. 46)
For compensated absences 66.39 32.39
For compensated sick leaves 12.24 9.66
For gratuity 17.73 78.24
Total 96.36 120.29
23 Income taxes
a) Tax expense recognised in profit and loss
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Current tax expense for the year 1,003.45 1,300.58
Tax expense of prior year - -
Net current tax expenses 1,003.45 1,300.58
Deferred Income tax liability / (asset) (net)
Origination and reversal of temporary differences 217.86 (60.78)
Total 1,221.31 1,239.80
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24 Current borrowings
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured Loan
Loan repayable on demand
From Banks 2,316.42 -
Total 2,316.42 -
**Unsecured loans are repayable on demand and the interest payable on borrowings range from 4.5% to 5% p.a.
28 Current provisions
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for employee benefits (Refer Note no. 46)
For compensated absences 8.19 2.36
For compensated sick leaves 1.77 1.44
For gratuity 46.46 46.82
Total 56.42 50.62
•195
• ADF FOODS LTD.
The Chief Operating Decision Maker (CODM) evaluates the performance of the group based on revenue and operating income in
two segments. Revenue disaggregation by industry vertical has been included in segment information (Refer note 48).
32 Other income
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Interest income from
Bank deposits 89.59 24.56
Others 6.70 27.96
Other Non - Operating Income
Export Incentives 1,238.46 1,263.32
Dividend income
From Mutual Fund 24.68 -
From other investment 0.04 -
Unwinding of discount on security deposit 3.14 1.63
Foreign exchange gain (net) 672.40 -
Liabilities no longer required written back 5.48 12.09
Profit on sale of fixed assets 1.48 -
Profit on sale of mutual funds 3.13 -
Profit on fair value of mutual funds 0.15 -
Miscellaneous income 135.25 75.64
Total 2,180.50 1,405.38
•
196 Annual Report 2019-20
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34 Purchase of stock-in-trade
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Purchases 8,644.83 4,204.63
Total 8,644.83 4,204.63
•197
• ADF FOODS LTD.
37 Finance costs
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Interest expense on
Borrowing from banks 70.61 24.40
In borrowing from financial institution - 0.87
Lease 18.29 -
Others 44.52 61.78
Total 133.42 87.05
39 Impairment losses
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Intangible assets 35.53 986.62
Total 35.53 986.62
•
198 Annual Report 2019-20
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40 Other expenses
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Freezing and preservation charges 59.07 59.07
Power & fuel 552.87 530.11
Electricity 12.56 9.85
Water charges 14.42 13.59
Rent including lease rent 61.90 209.33
Repairs and maintenance to building 80.48 27.11
Repairs and maintenance to machinery 112.60 88.85
Repairs and maintenance to others 31.33 27.81
Insurance 92.92 86.77
Rates and taxes 61.90 71.19
Communication expenses 48.62 53.17
Travelling and conveyance expenses 408.43 348.99
Motor car expenses 35.10 38.18
Printing and stationery expenses 20.76 15.23
Freight and forwarding expenses 1,458.23 1,636.53
Sales commission and claims 529.12 347.00
Advertisement 934.60 683.58
Sales and marketing expenses 931.93 463.95
Donations - 0.05
Legal and professional fees 535.41 413.45
Payment to auditor 77.80 66.83
CSR expenses 59.79 50.16
Registration and filling fees 8.28 7.42
Directors' sitting fees 23.30 15.30
Bad debts written off 106.31 1.80
Foreign exchange gain/loss 21.63 84.25
Loss on sale of fixed assets / assets scrapped 19.14 55.01
Written back / provision for doubtful trade receivables 7.36 0.42
Miscellaneous expenses 232.57 225.94
Total 6,538.43 5,630.93
*During the previous year the subsidiary received the notice of violation from Centre for Environmental Health (CEH), a non-profit
California Corporation which has filed a law suit against ADF Foods (USA) Ltd. & certain others non-affiliate Companies as defendants
(‘’Defendants’’) with the Superior Court of California, County of Alameda. The plaintiff in its complaint has alleged that the Defendant
and distributors and Importers who have violated California’s Proposition 65, Health & Safety Code § 25249.5, et seq.
•199
• ADF FOODS LTD.
The previous year’s amount of r 100.94 lakhs include r 89.89 lakhs on account of the above case.
Notes:
a. It is not practicable for the group to estimate the timing of cash outflows, if any, in respect of above
pending resolution of the respective proceedings as it is determinable only on receipt of judgments/
decisions pending with various forums/authorities.
b. The group does not expect any reimbursements in respect of the above contingent liabilities.
b. Capital commitments
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
Capital commitments (net of advances) 76.25 338.91
42. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015
Deposits paid to related parties
Interest free security deposit of r 9.50 lakhs (2018-19: r 10.00 lakhs), paid for guest house taken on lease from
a Related party.
•
200 Annual Report 2019-20
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The difference between the future minimum lease rental commitments towards non-cancellable operating
leases reported as at March 31, 2019 compared to the lease liability as accounted as at April 1, 2019 is primarily
due to inclusion of present value of the lease payments for the cancellable term of the leases, reduction due to
discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for
the leases to which the Company has chosen to apply the practical expedient as per the standard.
R Lakhs
Impact of adoption of Ind AS 116 As at April 1, 2019
Right-of-use assets 253.27
Lease Liability (253.27)
The group has entered into operating leases on its office buildings. These leases have terms of between 3 and
99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according
to prevailing market conditions. Future minimum contractual rentals payable under non-cancellable operating
leases as at March 31, 2020 are, as follows:
R Lakhs
Particulars As at As at
March 31, 2020 March 31, 2019
i) Not later than one year 111.65 108.50
ii) Later than one year and not later than five years 59.15 170.30
iii) Later than five years 40.33 40.83
Short term lease payment recognised in the Statement of Profit and Loss for the year ended March 31, 2020 is
r 40.00 lakhs.
44. Related party disclosures
List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below
Sr. No: Related party relationship Name of the Related Parties
Mr. Bimal R. Thakkar – Chairman (w.e.f. June 5, 2019) & Managing Director and
Chief Executive Officer
1 Key managerial personnel
Mr. Devang Gandhi – Chief Operating Officer (w.e.f. August 10, 2019)
Mr. Anish S. Jhaveri – Chief Financial Officer
Mrs. Mahalaxmi R. Thakkar (Relative of Director)
2 Relative of key managerial personnel
Mr. Shivaan B. Thakkar (Relative of Director) Manager Business & Strategy
Mr. Jay M. Mehta
Ms. Anjali Seth (upto March 9,2020)
Mr. Naresh L. Kothari
3 Key managerial personnel – Non Executive Mr. Ravindra Kumar Jain
Mr. Viren A. Merchant
Mr. Chandir Gidwani (w.e.f. February 7, 2020)
•201
• ADF FOODS LTD.
•
202 Annual Report 2019-20
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Types of Nominal value Carrying amount of Maturity date Hedge Changes in Change in the
hedge and hedging instrument ratio* fair value value of hedged
risks of hedging item used as
Assets Liabilities Assets Liabilities instrument the basis for
recognising hedge
effectiveness
Cash flow
hedge foreign
exchange April 2020 to
risk foreign 8,792.95 - - 199.17 1:1 (395.24) 395.24
exchange March 2021
forward
contracts
Types of Nominal value Carrying amount of Maturity date Hedge Changes in Change in the
hedge and hedging instrument ratio* fair value value of hedged
risks of hedging item used as
Assets Liabilities Assets Liabilities instrument the basis for
recognising
hedge
effectiveness
Cash flow
hedge foreign
exchange April 2019 to
risk foreign 8,420.12 - 213.55 - 1:1 301.65 (301.65)
exchange March 2020
forward
contracts
* The foreign exchange forward contracts are denominated in the same currency as the highly probable sale therefore the hedge ratio is 1:1
•203
• ADF FOODS LTD.
The group’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness
is determined at the inception of the hedge relationship and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.
The group enters into hedge relationships where the critical terms of the hedging instrument match exactly
with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes
in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with
the critical terms of the hedging instrument, the group uses the hypothetical derivative method to assess
effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component
value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable
to the hedged risk. In hedges of foreign currency forecast sale may arise if:
- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the
forecast transaction, interest resets changes from what was originally estimated), or
- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.
Refer Note - 20 for the details related to movement in cash flow hedging reserve.
46. Employee Benefits
a. Defined contribution plans
Amount of r 65.44 lakhs (2018-19: r 66.05 lakhs) representing contribution to provident fund is recognised
as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.
Amount of r 5.73 lakhs (2018-19: r 11.90 lakhs) representing contribution to Employee State Insurance
scheme is recognised as an expense and is included in “Employee benefits expenses” in the Statement of
Profit and Loss.
•
204 Annual Report 2019-20
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•205
• ADF FOODS LTD.
R Lakhs
Particulars Gratuity (funded and unfunded)
2019-20 2018-19
Liability at the end of the year 216.73 293.10
II Change in Plan Assets
Fair value of plan assets at the beginning of the year 168.05 161.95
Interest Income 13.09 12.15
Actual return on plan assets - -
Employer’s Contributions 23.47 17.41
Benefit paid (51.59) (21.74)
Gratuity due but not paid - -
Re-measurement – return on assets (0.49) (1.72)
Fair value of plan assets at the end of the year 152.53 168.05
III Amount recognised in the balance sheet
Liability at the end of the year 216.73 293.10
Fair value of plan assets at the end of the year 152.53 168.05
Net (Liability) / Asset Recognized in the Balanecesheet 64.20 125.05
IV Expenses recognised in the Statement of Profit and Loss
Current service cost 21.11 17.14
Interest cost 9.73 12.87
Actual return on plan assets -
Net actuarial (gain) / loss to be recognized -
Expense recognised in Statement of Profit and Loss 30.84 30.01
V Amount recognized in Other Comprehensive Income
Actuarial (Gains)/Losses on Obligation For the Period 50.59 81.48
Return on Plan Assets, Excluding Interest Income 0.49 1.72
Net (Income)/Expense For the Period Recognized in OCI 51.08 83.20
VI Actuarial assumptions :
Discount rate 6.84% 7.79%
Rate of return on plan assets 6.84% 7.79%
Salary escalation 6.00% 6.00%
Mortality Indian Assured lives Mortality (2006-08)
Ultimate
•
206 Annual Report 2019-20
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Sensitivity Analysis
R Lakhs
Projected Benefit Obligation on Current Assumptions 2019-20 2018-19
Projected Benefit Obligation on Current Assumptions 216.73 293.10
Delta effect on + 1% Change in Rate of Discounting (20.31) (26.29)
Delta effect on - 1% Change in Rate of Discounting 23.70 30.33
Delta effect on + 1% Change in Rate of Salary Increase 23.66 30.57
Delta effect on - 1% Change in Rate of Salary Increase (20.64) (26.94)
Delta effect on + 1% Change in Rate of Employee Turnover 1.22 3.99
Delta effect on - 1% Change in Rate of Employee Turnover (1.40) (4.43)
•207
• ADF FOODS LTD.
Add/(Less):
Finance Cost 2019-20 - - (133.41)
2018-19 - - (87.05)
•
208 Annual Report 2019-20
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R Lakhs
Particulars Financial Year Process and Agency Distribution Total
Preserved foods Business
E Segment Liabilities 2019-20 4,679.58 853.41 5,532.99
2018-19 2,063.91 - 2,063.91
49. The Holding Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL’). It presently
holds 2,08,85,992 fully paid Equity Shares of r 10/- each (including 20,75,992 Equity shares acquired at r 330.08
lakhs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.
Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’
voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the
members vide their special resolution dated March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand
and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL
while retaining certain other fixed and current assets to meet its contingent and other liabilities.
By virtue of the above distribution, the group received Ashoka brand in the financial year 2012-13 (valued at
r 2,935.99 lakhs by an independent valuer) in lieu of its investment in PBFPL’s equity shares of r 2,211.08 lakhs.
Accordingly, the group capitalised the said brand in its books at r 2,935.99 lakhs in the said financial year after
adjusting the same against the investment value of r 2,211.08 lakhs and carried the balance of r 724.91 lakhs to
the credit of the Statement of Profit and Loss as an exceptional item in that year.
During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their
special resolution dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree,
Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in
PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess
value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the group’s
Statement of Profit & Loss under the head exceptional item.
Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of
liquidation process, the group has not surrendered the said shares to the Voluntary liquidator and they have
been shown under the head “Investment” at nil value.
•209
• ADF FOODS LTD.
R Lakhs
March 31, 2019 Carrying amount Fair value
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3 Total
through profit other comprehensive Cost
and loss income
Financial Assets
Non-Current
Trade receivable - - 4.51 4.51 - - - -
Loans 37.99 - 91.84 129.83 - 37.99 - 37.99
Other financial assets - - 35.68 35.68 - - - -
•
210 Annual Report 2019-20
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R Lakhs
March 31, 2019 Carrying amount Fair value
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3 Total
through profit other comprehensive Cost
and loss income
Current
Trade receivable - - 4,391.21 4,391.21 - - - -
Cash and cash - - 1,437.67 1,437.67 - - - -
equivalents
Bank balances other - - 403.31 403.31 - - - -
than above
Loans - - 14.49 14.49 - - - -
Other financial assets - 213.55 690.06 903.61 - 213.55 - 213.55
Assets held for sale 14.63 - - 14.63 - 14.63 - 14.63
Total 52.62 213.55 7,068.77 7,334.94 - 266.17 - 266.17
Financial Liabilities
Current
Trade payables - - 1,383.18 1,383.18 - - - -
Other Current - - 456.76 456.76 - - - -
Financial Liabilities
Liabilities classified as 50.00 - - 50.00 - 50.00 - 50.00
held for sale
Total 50.00 - 1,839.94 1,889.94 - 50.00 - 50.00
•
211
• ADF FOODS LTD.
3. Loans – Security Deposits have fair values that approximate to their carrying amounts as it is based on the
net present value of the anticipated future cash flows using rates currently available for debt on similar
terms, credit risk and remaining maturities.
51. Financial Risk Management
The group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The group’s
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse
effects on its financial performance. The primary market risk to the group is foreign exchange risk. The group
uses derivative financial instruments - foreign currency forward contracts to mitigate foreign exchange related
risk exposures. The group’s exposure to credit risk, excluding receivables from related parties, is influenced
mainly by the individual characteristic of each customer
(i) Credit Risk
Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial
institutions.
Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss.
Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/
institutions are accepted.
Group’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the
financial assets recognised in the statement of financial position.
The group considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess
whether there is a significant increase in credit risk the group compares the risk of a default occurring
on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers
available reasonable and supportive forwarding-looking information. Especially the following indicators are
incorporated:
a. Historical trend default in case of applicable financial asset
b. actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the counter party’s ability to meet its obligations
c. Other applicable macroeconomic information such as regulatory changes
A default on a financial asset is when the counter party fails to make contractual payments within agreed credit
terms from the date when they fall due. This definition of default is determined by considering the business
environment in which entity operates and other macro-economic factors.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting
to r 4.51 lakhs (March 31, 2019: r 4.51 lakhs) shown as non-current and r 5,314.34 lakhs (March 31, 2019 – r
4,391.21 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk is
managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness
of customers to which the group grants credit terms in the normal course of business. The group expects
that estimate of expected credit loss for impairment is immaterial based on historical trend and the nature of
business. No provision is considered necessary as at reporting date other than disclosed in Note 5 and 12 and
Management continuously assesses the requirement for provision on ongoing basis. During the period, the
group made no write-offs of trade receivables except for those disclosed in Note 40.
•
212 Annual Report 2019-20
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R Lakhs
March 31, 2019 Contractual cash flows
Carrying Total Within 12 1-2 years 2-5 years More than 5
Amount months years
Financial Liabilities
Current
Trade payables
a) Total outstanding dues of Micro
31.75 31.75 31.75 - - -
Enterprises and Small Enterprises
b)Total outstanding dues of creditors
other than Micro Enterprises and 1,351.43 1,351.43 1,351.43 - - -
Small Enterprises
Other Financial Liabilities 456.76 456.76 456.76 - - -
Liabilities classified as held for sale 50.00 50.00 50.00 - - -
Total 1,889.94 1,889.94 1,889.94 - - -
•213
• ADF FOODS LTD.
The group’s risk management policy is to hedge 100% of forecasted net exposures for period of 1 to 3
months of export sales and 70% of forecasted net exposures for 4 to 12 months of export sales.
In accordance with its risk management policies and procedures, the group uses foreign currency forward
contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable
forecasted transactions. When derivative is entered into for the purpose of being a hedge, the group
negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the
effectiveness of the hedged item and hedging relationship based on economic relationship.
The carrying amount of the group’s exposure to foreign currency at the end of the reporting period
expressed in INR, are as follows:
a) Trade and other receivables
R Lakhs
As at March 31, 2020 As at March 31, 2019
Foreign currency Amount (in Amount Amount (in original Amount
original currency) currency)
USD 59.45 4,485.54 55.46 3,834.18
GBP 8.62 800.93 7.72 697.89
b) Trade payable
R Lakhs
As at March 31, 2020 As at March 31, 2019
Foreign currency Amount (in Amount Amount (in original Amount
original currency) currency)
USD 12.21 920.99 7.11 491.39
GBP 4.63 430.34 2.06 186.28
CAD 0.12 6.38 0.11 5.89
c) EEFC balance
R Lakhs
As at March 31, 2020 As at March 31, 2019
Foreign currency Amount (in Amount Amount (in Amount
original currency) original currency)
USD 6.58 496.77 6.90 476.95
GBP 0.85 78.88 5.47 494.71
The following significant exchange rates have been applied during the year:
Particulars Year- end spot rate as at
As at March 31, 2020 As at March 31, 2019
USD / INR 75.4500 69.1450
GBP / INR 92.9200 90.3700
CAD/ INR 53.1900 51.4800
•
214 Annual Report 2019-20
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52. Disclosures of additional information pertaining to the parent company and subsidiaries, as required under
schedule III to the Companies Act, 2013
March 31, 2020 R Lakhs
Name of the Company Net Assets (Total assets Share in Profit / (Loss) Share in Other Share in Total
minus Total liabilities) account Comprehensive Income Comprehensive Income
(OCI) (TCI)
As % of Net Assets As % of Profit/ As % of OCI As % of TCI
Consolidated Consolidated Consolidated Consolidated
net assets profits (Loss) OCI TCI
Parent Company
ADF Foods Limited 113.16 23,133.40 73.57 3,147.15 106.58 (333.98) 70.97 2,813.17
Indian Subsidiary
ADF Foods (India) (0.08) (16.63) (0.24) (10.07) 0.00 (0.01) (0.25) (10.08)
Limited
Foreign Subsidiaries
Direct Subsidiary
ADF Foods UK Limited 34.49 7,051.21 0.40 17.08 (0.07) 0.23 0.44 17.31
Step down Subsidiary
ADF Holdings (USA) 21.05 4,302.76 25.15 1,075.63 (6.51) 20.41 27.65 1,096.04
Limited
Elimination (68.62) (14,028.27) 1.12 47.69 - - 1.19 47.69
Total 100.00 20,442.46 100.00 4,277.48 100.00 (313.35) 100.00 3,964.13
•215
• ADF FOODS LTD.
* Under member’s voluntary liquidation vide special resolution passed by the members on November 5, 2012.
54. (a) Exceptional items represent r 35.37 Lakhs profit on sale of plots of land which the company had purchased
with the intention to build storage facility but no longer intends to use it for the purpose of the business.
It also includes expense aggregating to USD 95,000 equivalent to r 67.88 Lakhs. The same is towards
litigation settlement amount and legal fees in respect of a lawsuit filed in US.
•
216 Annual Report 2019-20
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Particulars March 31, 2019 Cash flow Non-cash changes March 31, 2020
(Fair value changes)
Long term borrowings - - - -
Short term borrowings - 2,316.42 - 2,316.42
Total borrowings - 2,316.42 - 2,316.42
Particulars March 31, 2019 Cash flow Non-cash changes March 31, 2020
(Fair value changes)
Long term borrowings 2.54 (2.54) - -
Short term borrowings 137.46 (137.46) - -
Total borrowings 140.00 (140.00) - -
55. Previous year’s figures have been regrouped / restated wherever necessary to confirm to current year’s
classification. All figures have been rounded off to the nearest lakhs.
• 217
• ADF FOODS LTD.
FORM AOC - 1
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries
Sr. Name of subsidiary ADF Foods (India) ADF Foods UK Limited - ADF Holdings (USA) Limited
No. Limited - Wholly owned Wholly owned subsidiary and its’ subsidiary - step
subsidiary down subsidiary
1 The date since when subsidiary was 7th December, 2009 6th September, 2002 22nd September, 2010
acquired
2 Reporting period for the subsidiary 1st April, 2019 1st April, 2019 1st April, 2019
concerned, if different from the to to to
holding company’s reporting period 31st March, 2020 31st March, 2020 31st March, 2020
8 Investments - - - - -
Power Brands (Foods) Pvt. Ltd. (PBFPL), 99.99% subsidiary of Company, has gone for voluntary liquidation vide Special Resolution passed by its’
Members’ on 5th November, 2012.
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
Bimal R. Thakkar Anish Jhaveri
Chairman, Managing Director & C.E.O. Chief Financial Officer
DIN: 00087404
FARHAD M. BHESANIA Shalaka Ovalekar
PARTNER Company Secretary
Membership Number 127355 Membership No: A15274
Place: Mumbai Place: Mumbai
Date: May 11, 2020 Date: May 11, 2020
•
218 Annual Report 2019-20
AI)~
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FOODS LTD.
'if,,,,J;,u;tl,,,-U..
To,
The Company Secretary
ADF Foods Limited
I/ We, the Members of the Company do hereby request you to kindly register/ update my e-mail address with the
Company. I/ We, do hereby agree and authorize the Company to send me/ us all the communications in electronic
mode at the e-mail address mentioned below. Please register the below mentioned e-mail address/ mobile number
for sending communication through e-mail/ mobile.
____________________________
Signature of the Shareholder(s)*
*Signature of all the shareholders is required in case of joint holding.
• 219