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EQUITY - MARKET SCREENER

Foods & Inns Ltd
Industry :  Food - Processing - Indian
BSE Code
ISIN Demat
Book Value()
507552
INE976E01023
39.24129
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
FOODSIN
21.92
350.86
EPS(TTM)
Face Value()
Div & Yield %
3.18
1
0.36
 

As on: May 27, 2022 03:03 AM

Dear Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended March 31,2021

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

(Rs in Lakhs)

Particulars Standalone Consolidated
\ FY 2019-20 (Rs) FY 2019-20 (Rs)
Total Income 36,858.08 38,892.28 38,143.07 39,614.25
Total Income excluding Excise Duty 36,858.08 38,892.28 38,143.07 39,614.25
Profit Before Depreciation, Finance and Tax (PBDIT) inclusive of other Income 3,164.07 3,467.19 3,242.48 3,523.99
Finance Cost 1,443.42 1,135.28 1,444.63 1,135.28
Depreciation 1,243.82 1,240.39 1,249.35 1,242.69
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items 476.83 1,091.52 548.50 1,146.02
Share of profit/(loss) from Associate/ Joint venture Nil Nil 0.01 Nil
Profit before exceptional items and tax 476.83 1,091.52 548.49 1,146.02
Exceptional items net(Loss)/ gain Nil Nil Nil Nil
Tax Expenses 87.96 (11.95) 155.47 37.05
Net Profit for the year 388.87 1,103.47 393.02 1,108.97
Appropriations
Transfer to General Reserves Nil Nil Nil Nil
Balance carried to Balance sheet 388.87 1,103.47 393.02 1,108.97

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31,2021 the turnover of the Company is Rs. 356.57 Crores as compared to Rs. 384.29 Crores for the year ended on March 31, 2020. The Company made a profit before tax of Rs. 4.77 Crores during the year ended March 31, 2021 against the profit before tax of Rs. 10.92 Crores during the year ended on March 31,2020.

As per the Consolidated Financials for year ended on March 31,2021 the turnover of the Company is Rs. 370.79 Crores as compared to Rs. 392.25 Crores for the year ended on March 31, 2020. The Company made a profit before tax of Rs. 5.48 Crores during the year ended March 31,2021 against the profit before tax of Rs. 11.46 Crores during the year ended on March 31,2020.

The Company's exports during the year was Rs. 189.09 Crores (Rs. 203.07 Crores) and domestic sale was Rs. 160.85 Crores (Rs. 167.78 Crores). This translates into a ratio of 54.03 % to 45.97 % (54.76 % to 45.24%) between exports and domestic sales.

3. DIVIDEND

Your Board of Directors, in its meeting held on June 4, 2021 has recommended a Final Dividend of Rs. 0.20 (i.e. 20 %) per equity share (last year Rs. 0.20 per equity share) for the financial year ended March 31, 2021 amounting to Rs. 100.68 lakhs as against '100.68 lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES

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

5. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in FY 2014-15. The Company has transferred the unclaimed fixed deposit to Investor Education and Protection Fund (IEPF).

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

There are no material changes and commitments affecting the financial position of the Company which have occurred after March 31,2021 till date of this report.

7. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has contributed directly in urban and rural areas in sectors such as education, water& sanitation, promoting health care, promoting holistic education and value development for children in government and low income aided schools.

Further details on the prescribed CSR spend under section 135 of the Companies Act, 2013 and the amount committed and distributed during the year under review are provided in the Annual Report on CSR activities annexed as Annexure-1 to this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as Annexure-2 to this report.

9. SUBSIDIARY COMPANIES

FNI Asia PTE Limited Singapore based wholly owned subsidiary Company has struck off from the Register of Companies w.e.f. March 4, 2021.

The Company had acquired M/s Kusum Spices w.e.f. October 2, 2019 having 99.99 % of the rights of the partnership firm.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

10. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the listing Regulations), consolidated financial statements of the Company and its subsidiary has been prepared for the year under report. The Audited Consolidated financial statements along with the auditors' report thereon forms part of this Annual report.

11. CORPORATE GOVERNANCE

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

Our Corporate governance report forms part of this Annual report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

In accordance with the provisions of the Act, Mr. Milan Dalal retires by rotation and is eligible for re-appointment. Further, the details of Directors include remuneration, independence, performance, Committees and Directors meeting, are given in the Corporate Governance Report, which is integral part of this Annual and Board's Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

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

• we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended March 31, 2021 and of the profit of the Company for that year.

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

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

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

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

14. INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

15. BOARD EVALUATION

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

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

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of directors.

16. NUMBER OF MEETINGS OF THE BOARD

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

17. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review, without the attendance of the Non - Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non Independent directors and the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Directors and assessed the quality, quantity and timeline of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

18. COMMITTEES OF THE BOARD

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

19. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on director's appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed on the website of the Company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

21. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the Company and is available at https:// www.foodsandinns.com/pdf/policies/related-party- transaction-policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for FY 2020-21.

All the Related Party Transactions entered into by the Company are in ordinary course of business and on an arm's length basis for which requisite approvals from the Audit Committee and the Board of Directors were obtained.

22. PARTICULARS OF EMPLOYEES

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

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

Name of the director Total (Rs.inlakhs) Ratio (times)
A) MEDIAN EMPLOYEE REMUNERATION 2.88
b) NON-EXECUTIVE DIRECTORS REMUNERATION
1. Mr. Bhupendra Dalal 6.35 2.20
2. Mr. Milan Dalal 6.35 2.20
3. Mr. VinodKumar Beswal 4.25 1.48
4. Mr. Raymond Simkins 2.75 0.95
5. Mrs. Kamlini Maniar 3.80 1.32
6. Mr. Hormazdiyaar Vakil 5.45 1.89
7. Mr. Maneck Davar 2.15 0.75
8. Mrs. Pallavi Dhupelia 2.25 0.78

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

Chief Executive Officer: (8.51)%, Company Secretary: (8.15)%, *Chief Financial Officer: (48.36)%

* Change in remuneration of CFO is for Mr. Ameya Dhupelia upto October 16, 2020. Mr. Anand Krishnan was appointed as CFO w.e.f October 26, 2020 therefore, there is no change in his remuneration as on March 31,2021.

iii. The percentage decrease in the median remuneration of employees in the financial year: 13.70%.

iv. There were 374 permanent employees on the payroll of the Company as on March 31,2021.

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

The Average increase in the remuneration of all employees was 1.43% in FY 2020-21.

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

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

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

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

24. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The details forming part of the extract of then Annual Return in Form No MGT-9 is annexed as Annexure-4 to this report.

25. AUDITORS

25.1 Statutory Auditors

The Company's Auditors Messrs G M Kapadia & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Forty Fifth Annual General Meeting of the Company held on September 13, 2017 till the conclusion of the Fifty Annual General Meeting to be held in the year 2022. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

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

25.2. SECRETARIAL AUDITOR

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 has appointed M/s Ragini Chokshi & Co, Practising Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial compliance report is annexed as Annexure-5 to this report and does not contain any qualifications. However, there are two observations given by our auditor to which the management would like to give the explanation as below:

1. As per Sub Regulation 6 of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, read with sub-para 4 of Para A of Schedule III, the disclosure for the Board Meeting where Financial Results were considered, was not informed to the Stock Exchange/Exchanges within 30 minutes of closure of Board Meeting held on June 11, 2020 and August 20, 2020*.

2. During the FY 2020-21, all forms were filed in time with MCA except two which were filed with necessary additional fees.**

* The delay in reporting to stock exchange for the June 11, 2020 was due to the lock down and Covid-19 pandemic situation and that the virtual meeting was held for the first time, there were technical issues for printing, signing, scanning and uploading and the delay for the August 20, 2020 was due to internet issues on the size of file which took a short while to rectify.

**The two forms were delayed due to technical issue.

25.3 INTERNAL AUDITORS

The Company has appointed firms of chartered accountants as its internal auditors at the locations of the factories situated at Chittoor, Bulsar, Nashik, Gonde and corporate office to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submitted their reports from time to time.

26. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

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

27. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the IEPF. Unclaimed dividend amounting to Rs.39,026 for FY 201213 was transferred to the IEPF on October 18, 2020.

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules'), all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remain unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred the corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year 2012-13.

29. GREEN INITIATIVES

In the line with the 'Green initiative', the Company has affected electronic delivery of the Annual Report 2020-21 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

30. ACKNOWLEDGEMENT

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

On behalf of the Board

BHUPENDRA DALAL
Chairman
Mumbai, August 12, 2021 (DIN: 00061492)