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EQUITY - MARKET SCREENER

Kohinoor Foods Ltd
Industry :  Food - Processing - Indian
BSE Code
ISIN Demat
Book Value()
512559
INE080B01012
-181.5868862
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
KOHINOOR
0
27.43
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Jan 18, 2022 10:53 AM

The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31, 2020 and the audited financial statements and notes for the year ended March 31,2019. This report contains forward looking statements, which may be identified by their use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company's strategy for growth, market position, expenditures, and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

Company-In General

Synonymous with the fine taste of India in its absolute authentic form, the sole objective of Kohinoor Foods Limited, since its inception, has been to make the world experience the true Indian flavor. The Company offers an extensive range that caters to consumers' need in all parts of the world - a wide variety of Basmati Rice, Ready to Eat Curries & Meals, Readymade Gravies, Cooking Pastes, Chutney's, Spices and Seasonings to Frozen Breads, Snacks & Paneer (Indian Cottage Cheese), healthy grains, edible oils. Today, the most powerful brand of the Company "Kohinoor" is a household name in the countries like UK, USA, UAE, Canada, Australia, Middle East, Singapore, Japan, Mauritius & other European countries. As of now, the brand 'Kohinoor' is known worldwide.

Your Directors have pleasure in presenting the 31st Annual Report and the Audited Annual Accounts of the Company for the Financial Year ended 31st March, 2020.

Financial Overview

The financial highlights for the year ending 31st March, 2020 are asunder:

Particulars FY'20 FY'19
Total Turnover 322.74 4065.84
Profit/(Loss) Before Interest, Depreciation and Tax (PBIDT) (112.36) (1716.58)
Profit/(Loss) Before Tax (2188.57) (2913.88)
Less: Tax Expense 69.15 941.86
Profit/(Loss) After Tax (2257.73) (3855.75)
Total Comprehensive income for the year (2256.52) (3854.58)

The Board's Report has been prepared based on the stand alone financial statements of the Company.

Operations

During the Year, your company focused on the restructuring of the company operations due to various constraint faced due to financial crisis, various measures have been taken for reduction of the cost of operation. Despite of the factors faced by the company during the year your company remain committed to providing world class quality product to its consumer, focused in improving operational efficiencies across its functions and enhancing its reach to the global consumers.

For the financial year under review 2019-20, the contribution made by Rice to the Company's business is INR 116.56 million as against INR 3802.80 million in previous year while the Food Business stood at INR 198.48 million as against INR 193.91 million in the last financial year.

The year saw an increase of 2.36% in food business in domestic sales in value terms in comparison to last year sales. Export market was down due to political instability in countries such as Iraq & Syria including the current pandemic Covid-19 and the financial constraint faced by the company.

Covid-19 Pandemic

The existence of Corona Virus was confirmed in the early 2020, and since then the virus has spread across the world necessitating the World Health Organization (WHO) to declare it a global pandemic. This pandemic has caused disruption to company businesses and its economic activity across the world.

The accounts of the Company have been declared NPA in 2018 by the banks and a petition was filed before the Hon'ble NCLT, Chandigarh by the lead Bankers. As per RBI guidelines, the option of moratorium and other benefits could not be availed by the Company being declared as NPAby Banks.

The Company is in process to have its OTS proposal considered with

the bank. However the same was not accepted on few grounds. Meanwhile, as perthe Direction of the Government, Company's Lead Bank Oriental Bank of Commerce Merged with PNB and the Company has already placed its request to reconsider its improved OTS Proposal with consortium Bank. Your company is placing its extreme effort in having its proposal accepted and implemented in orderto restart its business and will soon improve its operations.

The pandemic and nationwide lockdown, has impacted the industries across the country and the world. This had impact on the operating performance of Q4FY20 of the Company due to the following factors:

1. The Company and its factories is located at the hot spot city.

2. The Company offshore subsidiaries (in U.S. and U.K.) were under lockdown due to Global pandemic Covid 19.

3. The movement of staff was restricted due to intrastate movement.

With the Covid-19 pandemic and Government announcing lockdown measures, all our places of business including manufacturing plants, corporate office, Overseas Subsidiaries and warehouses were shutdown. Sales have impacted in the march and the Q1FY2020-21. However our factory could start its operation in the June 2020. With the lockdown in the later part of March 2020 and loss of production, sales for the month of March to May was significantly impacted. This had an overall impact on the Q4FY20 and Q1FY21 performance of the company. Though there was no production and sales during the period of lockdown, the Company had to bear the fixed overheads, additional cost towards precaution and prevention related to health and safety of the employees attending plant/offices. The company is trying to get some relief/discounts for some payments outstanding and is in process of negotiation with its customers. The company is facing difficulties in receipt of payment from its customers in the current scenario which has impacted the liquidity position of the Company. However, During the year, the company through its constant effort has managed to reach its global consumers through its wholly owned subsidiary Indo European Foods Limited.

The company is strictly following guidelines provided by Government for operating the manufacturing facilities. A SOP was prepared for start of operations and precautions related to Health and safety of employees attending plants / office. Work from home has been generally encouraged wherever feasible. The company's manufacturing facilities were restored during the June 2020 with limited manpower as per approvals received for the respective locations.

Basis the Ministry of Home Affairs Order (40-3/2020- DM-I(A)) dated April 15,2020 & April 16,2020 and various State Government orders and after carefully studying the provisions thereof in this regard, offices were opened in a graded manner with effect from June 1,2020 in Green and Orange zones with minimum staff.

On opening of the offices in the Green and Orange zones it has been ensured that adequate safety measures as prescribed by various government circulars / advisories (which include social distancing, wearing of face cover / masks and regular sanitization) were put in place.

Further, offices have been opened ensuring minimum attendance as specified by respective state authorities. Appropriate guidelines have been issued to the employees in this context.

Following measures are taken at all the plants since re-opening and smooth functioning:

- Enhanced IT security and increased capacity of IT systems. Preparations were made to ensure that IT systems were in place much before the start of lockdown.

- Postponed all meetings/events of large gatherings and issued advisory for travel (both personal and business)

- Circulated precautionary Dos & Don'ts on personal hygiene

- All the employees were given training on the safe practices such as social distancing, usage of masks, personal hygiene, etc.

- All employees are temperature screened and provided masks while entering the premises. Provided hand wash stations at entrance. Disinfection of all the vehicles entering the premises.

- Disinfection of all touch points frequently and the premises between the shifts.

- Seating at workstations re-organized to ensure social distancing.

- Social distancing maintained in production lines, office areas and canteen.

- Mandated all staff to install Arogya Setu App.

- Self-declaration Obtained from all employees Subsidiaries/JointVenture

U.K. Operations

Indo European Foods Limited (IEFL) was incorporated in year 2000 in United Kingdom (UK), as a wholly owned subsidiary of Kohinoor Foods Limited (KFL), India, to caterthe markets of UKand Europe.

IEFL Sales show marginal decreases from last year i.e GBP 20.28 Million in comparison of last year GBP 21.80 Million. Due to improved margins and effective cost control. IEFL earned a total profit of GBP 0.65 Million in comparison of last year loss of GBP 1.06 Million. This operation continues to focus on profitable growth both

in Rice and processed food range of products.

IEFL, has created a wide network of distribution for our Rice & Processed food items in UK market.

IEFL, in recenttimes has focused more on Kohinoor processed food products. Kohinoor cooking sauces and ready meals are currently listed and placed with prestigious multiple retail chains like -Tesco, Asda, Sainsburys, Aldi& Bookers etc.

IEFL marketing team is also focused in improved sales the 'Kohinoor' processed foods, having re-launched the sauces & RTE lines in fresh packaging & refurbished recipes.

USA Operations

Kohinoor Foods USA Inc. was incorporated in year 2000 in the state of New Jersey, USA, as a wholly owned subsidiary of Kohinoor Foods Limited (KFL), India, to cater to the markets of US & Canada. The brand 'Kohinoor1 is well known in USA for its quality rice and food items.

However during the current year this company did not carry any business as their was no export sales for KFL India to US & Canada.

Food Business

During the year 2019-20, in processed & packaged food products the company did the business of around INR198 million as against INR194 million in the previous year. The food factory has continued its operation effectively inspite of liquidity probleme which improved our production & revenues from Food Business.

UK, Australia, USA, Canada are major markets for our range processed & packaged food products

Overview - Ready to Eat Industry

The ready-to-eat market in India is expected to expand at a compound annual growth rate (CAGR) of ~16.24% (based on value) during the 2019-2024 period, to generate a revenue of INR ~68.47 billion by 2024. Revenue in the Ready-to-Eat Meals segment amounts to US$ 38,886m in 2020. The market is expected to grow annually by 5.9% (CAGR 2020-2025). In global comparison, most revenue is generated in China (US$142,264m in 2020). In relation to total population figures, per person revenues of US$28.18 are generated in 2020. The average per capita consumption stands at 8.7 kg in 2020. Anticipated growth in the market can be attributed to rising urbanization, increasing disposable income of middle-class population and changing taste preferences of Indian consumers. Ready meals took off in India following the hectic lifestyle of the young working population. The even more convenient ready-to-eat products rose in popularity since they can be consumed without cooking, seemingly suited for

busy millennial. Moreover, growing demand for quick food and presence of freshness and high nutritional value in these foods is further aiding growth of India ready-to-eat food market. Demand for ready-to-eat food products is recording high growth in metros where a lot of working people don't get enough time to cook proper meals. Additionally, longer shelf life and easy availability of ready-to-eat food products is further pushing their demand across the country. The most popular ready-to-eat items include preparations of paneer, chana masala, rajma masala, pavbhaji, etc. Rise in demand for ready-to-eat food products has created the interest among many companies to enter this space which is likely to contribute to the growth of the market in the coming years. Furthermore, innovation in products offerings, sustainable packaging, and preference of single serving frozen products, aggressive marketing & promotional strategies would steer growth in the marketduring forecast period.

Convenience food is a concept that has been prevalent and popular in the western countries for a long time now. Globally, the demand for ready-to-eat (RTE) food products has been increasing over the last few years on account of busier lifestyle of consumers and their rising income levels. Similar factors are fuelling the growth in the packaged food sector in India.

The Indian cooking styles have undergone considerable changes over the past few years owing to the advent of modern technology and several other changes such as urbanization, increasing working population, increase in female work population and the rise of nuclearfamilies. People have been increasingly shifting to ready- to-eat food items in order to save the time involved in preparing meals.

With the growing media awareness, literacy rates and standard of living, people have grown more responsive towards the health and hygiene standards associated with food products. There has been a shift witnessed in the customers focus from price to quality in the recent years, particularly in the urban and a few semi-urban areas. Consumers have been drifting from openly or loosely sold food products to the consumption of hygienically packaged fortified RTE foods.

A recent survey done by Assocham (Associated Chamber of Commerce and Industry of India) says about 79 percent of Indian households today prefer to have instant food due to time constraints. With two working parents and families becoming nuclear, people prefer authentic, nutritious store bought options ratherthan spending hours in the kitchen afterwork. In recent years, the focus of the ready-to-eat market has gradually shifted from just homemakers or students to young professionals and families.

It is found that 76 percent of parents in big cities, mostly both working with children under the age of five, are serving easy-to-

make meals in some form or the other, at least 10-12 times every month! No wonder that the RTE market continues to expand at a brisk pace. The market for spreads, sauces and dips is now close to US$ 2 billion and growing at 22 percent CAGR. The RTE meals market is currently valued at INR 23 crore. It grew at a compounded annual growth rate of 3-5 percent in the last five years. According to data research company Nielsen, the breakfast mixes market is growing at 17 percent and is currently pegged at Rs 275 crore.

However, as fancy as the various breakfast cereals available in the market might be, we crave the satisfaction that only a traditional dish can give. And hence the traditional brands are coming up with options that are suitable for the Indian palate. The traditional brands have forayed into items such as bhel bar, pot upma, poha which can be had on the go, anytime, anywhere. To fulfil the demand of this large section of consumers, one will find a lot of new RTE brands in the market.

Unlike the giant brands though, the new entrants are trying to create a niche category for themselves, be it breakfast cereals, canned, frozen foods, spreads, chutneys, and so on. Companies are looking to attract consumers within areas like olive oil, spreads and ready meals by offering promotions, new product developments, health and nutritional benefits and attractive packaging.

The Indian consumer behavior has been influenced by exposure to other cultures primarily in the West through travels, and popular literature. The ready-to- eat market is somewhat saturated in the West, hence developing countries like India are attracting the majority of big players in the promise of a high growth opportunity. The booming food sector, multiple food outlets, the popularity of international brands and distinctive distribution channels adopted by players are expected to help the market grow at a continuous pace.

Consumers are increasingly realizing that majorly RTE foods are loaded with preservatives for a longer shelf life. Increasing health awareness, particularly in the young generation, is hindering the growth of this market. Still a large Indian population is price sensitive and therefore the price factor of RTE food makes them affordable only to select economic classes of the society. Hence it becomes all the more essential for new players in this field to marry convenience with health benefits to ensure convenience food does not mean compromising on quality. The key is to provide RTE food options focused on Indian taste for everyday consumption, which are is not harmful in the long run.

This is the challenge taken up specifically by food tech start-ups who want to be considered as serious players and are getting into the game after years of R&D. With state of the art technology in packaging and processing to ensure the end product is not just a

world class product that can eventually be on the shelves in countries across the globe but a product that is a strong contender in being a game changer.

The Indian food and grocery market is the world's sixth largest, with retail contributing 70 percent of the sales. The Indian food processing industry accounts for 32 percent of the country's total food market, one of the largest industries in India and is ranked fifth in terms of production, consumption, export and expected growth. It is believed that the Food Processing industry will be a US$ 25 billion market in India by 2020. Out of which, the serviceable metro market is expected to be close to almost US$ 20 billion. The past couple of years have seen a tremendous growth of this segment due to high consumer acceptance for convenience food nationwide.

Convenience food is a concept that has been prevalent and popular in the western countries for a long time now. Globally, the demand for ready-to-eat (RTE) food products has been increasing over the last few years on account of busier lifestyle of consumers and their rising income levels. Similar factors are fuelling the growth in the packaged food sector in India.

Increased employment opportunities have increased migration of people from tier 1 and tier 2 cities to metropolitans, which is an important driver for RTE food products in the country. Nuclear families and bachelors residing in metros for study or employment purpose are among the major consumers of RTE food products in India. The number of working women is particularly on the rise, which is again driving the demand. All these factors are creating significant awareness about ready meals among consumers. Growth in retail chains and outlets is also adding to the product awareness among consumers in the country's, supermarkets, convenience stores and hypermarkets, which are emerging as the key points-of-sale for offering a wide range RTE food products.

Basmati Rice

Basmati rice, considered the finest variety of rice, is grown only once a year in the Indo-Gangetic plain. It is a kharif crop sowed in May-June and harvested in October-November. Basmati rice can only be cultivated in India and Pakistan, which makes them the sole supplier of basmati in the world. India accounts for over 70% of the world's basmati rice production Rice is one of the most crucial food crops in the world and a staple diet for nearly half the global population. Over 90% of the global rice output and consumption is centered in Asia, wherein the world's largest rice producers, China and India, are also the world's largest rice consumers. High domestic consumption and restrictive trade policies of several countries for rice have restricted international trade of rice to only 67% of the production. Food security objectives and the need to provide income support to domestic producers are the main

reasons cited by countries to restrict rice imports. Among the several varieties of rice, basmati rice is considered the most superior in terms of product characteristics and therefore the most premium. The Indian rice industry consists of both basmati rice and non-basmati rice; however this note covers only the basmati rice industry in India.

India is among the top five rice-producing nations which include China, Indonesia, Bangladesh and Vietnam in the list. India produces above 23% of overall global rice production. Indian rice market is primarily dominated by unorganized sector because of the presence of several local players and the easy availability of rice through small retail stores which are also called as Kirana stores. The rice production is projected to register a CAGR of 2.7% during the forecast period, 2020-2025.

The organized industry has started making a mark in the last couple of years as the targeting Tier 1 and 2 cities where the urbanization have increased. The report consists of a various segment of the rice market in India like basmati, packed and further segmented into its types. There is a complete trade analysis with current market trends. This will help with a market share of top-performing companies present in the competition.

India's rice production, as well as the consumption, has increased over the years and also there is an involvement of many top companies which have evolved the organized rice industry. Along with the production, India is also the top rice exporting nation that nearly exports 25% of global rice export. Overall India's rice export is dominated by basmati rice as India being the highest producer of basmati rice globally. Iran and Saudi Arabia are the largest importer of basmati rice from India and contribute the highest value share in India's overall basmati rice export.

Indian domestic rice market has grown at the CAGR of above 4% from in the last five years. Domestically in India's rice market non- basmati rice holds the more significant portion as compare to basmati rice as the production of basmati rice is limited to only several states but is considered in the premium segment of rice. The unorganized dominated market is now shifting towards an organized market which is growing nearly at a CAGR of 12% consumer awareness, and increasing urbanization are playing an essential role in developing the packed rice market in India. Packed rice market in India is highly dominated by basmati rice and with the new health rice segments like brown rice and organic rice whose demand have increased in recent years.

During the last two decades, evolved varieties of basmati rice have been adopted by the industry, especially PUSA1121, which has led to a significant improvement in yield and hence the overall production of basmati rice in the country. Moreover, this variety has

significantly replaced the traditional varieties of basmati rice. Today PUSA 1121 accounts for most of basmati rice production and exports. Apart from PUSA 1121, a new variety PUSA 1509 has been approved, which has better yield, low input requirements and better disease resistance; however its acceptance by the industry is yet to be established.

The global basmati rice market is being aided by the rising export demand for rice, globally. Basmati rice accounts for 2.1 % of the total rice production. In 2019, the global production of rice reached almost 497.76 million metric tons.

The Asia Pacific is the leading producer of rice, globally. The region accounts for almost 90% of the global production. China is the leading rice producer, followed by India. However, basmati rice, specifically, is primarily grown in India and Pakistan. India is the largest producer of basmati rice, accounting for over 70% of its output in the global basmati rice market. In 2018, its production attained almost 5.03 million tons. The country is also the leading exporter of basmati rice. The country's export of the basmati variety of the paddy crop to reach a peak at INR 30,000 crore in FY2019. The strengthening exports is a combined result of an increasing demand from Iran and the rise in prices that have been taking place over the last three years. Haryana, Punjab, Himachal Pradesh, Uttarakhand, Uttar Pradesh, Jammu and Kashmir, and Delhi are the major basmati rice producing states in India. In Pakistan, the Punjab province is the largest producer of the paddy crop.

The Middle East and Africa is a significant consumer of basmati rice, which accounts for 37.5% of their total consumption of the paddy crop. GCC countries are the major importers of the basmati variety of the paddy crop. The steady increase in imports from Saudi Arabia and Iran is driving the rise of Indian exports of basmati rice. Iran was followed by Saudi Arabia and the United Arab Emirates as the other significant importing countries of the basmati variety from India. Algeria, Somalia, and Kenya are the major importing countries in Africa. Europe and the US are also significant consumers of the basmati variety.

The global basmati rice market is being aided by the superior quality, taste, and aroma of the product, which are driving the consumer preference for the product. The basmati variety forms an integral part of the Middle Eastern cooking. It is used to cook lavish dishes which contain layers of rice, meats, and dried fruits. It also forms a part of the staple diet of many cultures, thus, further aiding the industry growth. The increasing export demand from the Middle Eastern countries is also propelling the global basmati rice market forward. The US and Europe, too, are significant importing countries.

The rising population is also acting as a catalyst for the growth of the global basmati rice market. The increasing disposable income in the major consuming nations is driving the market growth. The rising disposable income is leading to increased consumption of premium products and, thus, is providing further impetus for the global basmati rice market growth as basmati rice is perceived as a premium variety. With the increasing health consciousness among the consumers, the basmati variety is being increasingly preferred due to being rich in nutritional value and having a lower fat content.

The current scenario is expected to continue in the near term and exporters are likely to continue facing financial stress in the near term. Weak sales growth and decline in profitability, along with inventory losses, are expected to be the key trends in the financials (to be reported) of basmati rice players in 2019-20. This is expected to further weaken the leverage profile of industry players. Any improvement in the situation is likely only from the next basmati paddy harvest season, that is, the second half of 2020-21. In the meantime, supply of basmati paddy is expected to witness some moderation as farmers are likely to shift away from basmati, given the non-remunerative prices in the last two crop cycles. Moreover, demand is also expected to witness some improvement, going forward.

Risks & Concerns

The Banks have classified the Company's Accounts as Non Performing Asset and served Notice under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, in the month of July 2018 to March 2019 and in the month of February 2020 to September 2020. The Company has replied to said notices and negotiating with different workable options.

The Banks have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.

The Company has received an ex parte interim order from Debt Recovery Tribunal-Ill, Delhi dated 25/06/2020 restraining the company from transferring/ alienating or otherwise dealing with, or disposing off or encumbering or creating any third party interest with respect of the hypothecated assets/immovable properties of the Company until further orders. The company is contesting the matter against the ex parte interim order.

The observations of the Auditor with regard to the management assessment of the company's ability to continue as going concern in view of the liquidity problems/decrease in business. The management of the company believes that it can continue as going

concern, based on the Resolution plan and after of one time settlement submitted to the Banks by company and the interest shown by prospective investors in the company.

Macro-economic factors like recession, subdued demand and political uncertainty may affect the business of the Company and the industry at large as well. The Company is aware that uncertainties in business offer opportunities as well as downside risks and thus has identified and put in place mitigation tools for the same. Some key riskareas are:

Procurement risk

In a country like India, where more than 60 per cent of the area under cultivation is not irrigated, farm production is highly vulnerable to fluctuations in rainfall. Beside production risk, Indian farmers also face high market risk. Farm harvest prices in the country show high inter and intra year volatility. Price variation is quite pronounced in the regions and commodities where price support mechanism is not operative. Further adequate availability of key raw materials at the right prices is crucial for the Company. Being a generic natural product with low yield concentrated in a small region of the World, production of Basmati depends on the vagaries of nature. Therefore, any disruption in the supply due to a natural or other calamity or violent changes in the cost structure could adversely affect the Company's ability to reach its consumers with the right value proposition. However, we are ready with plans that might help us at such times. However, the Company's long term relationship with farmers built on trust ensures constant supply and thus over the years it has not faced any procurement problems. Also, adequacy of irrigation facilities in the Basmati producing regions mitigates these uncertainties.

High working capital requirement: Basmati rice requires to beaged for 9-12 months before selling, leading to huge working capital requirements. This results in low ROCE for the industry. Combating this risk, efficient working capital management system has been set in place by the Company and cash flow is monitored on daily basis.

Intense competition from unorganized sector: Another characteristic of this industry is the presence of unorganized sector offering basmati in loose unbranded form which intensifies competition. The Company is moving towards branded products and has invested significantly in building a strong brand which helps in differentiating their product.

Dividend

Your Directors do not recommend any dividend forthe financial year 2019-20.

Re-Appointment / Resignation of Directors

In accordance with the provisions of the Companies Act, 2013, Mr. SatnamArora (holding DIN -00010667), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend this resolution for approval of the members.

The Re-Appointment and Remunerations of Mr. Jugal Kishore Arora (DIN 00010704), Mr. SatnamArora (DIN 00010667) and Mr. Gurnam Arora (DIN - 00010731) had been approved by the Shareholders in the 28th Annual General Meeting of the Company held on 25th September, 2017 for the period of three years subject to the approval of the Central Government. Further the Company had obtained approval from the Central Government in this regard. Now the Company wants to renew the appointment and remuneration payable to these Managerial Personnel on the same term and condition as approved by the shareholder in their Annual General Meeting held on 25th September, 2017 for further period of three years starting from 1st October, 2020 in the forthcoming Annual General Meeting, subject to the overall limit as approved by the Central Government.

Your Directors recommend this resolution for approval of the members.

The Board of Directors of the Company at its meeting held on February 13, 2020 has appointed Mrs. Mani Chandra Bhandari (DIN 00387585) Mr. Sunil Sharma (DIN 08699033) and Mr. Yash Pal Mahajan (DIN 08699040) as an Additional Director who shall hold office of the Company till the date of the ensuing Annual General meeting.

The Company has received consent in writing to act as directorsin Form DIR 2 and intimation in Form DIR 8 pursuant to Rule 8 ofthe Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that they are not disqualified under sub section (2) of section 164 ofthe Companies Act, 2013. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail the services as Independent Directors. Accordingly, the Board recommends the resolution Nos. 3,4 & 5, in relation to appointment of Mr. Sunil Sharma (DIN 08699033), Mr. Yash Pal Mahajan (DIN 08699040)AND Mrs. Mani Chandra Bhandari (DIN 00387585) as Independent Directors, for the approval by the shareholders ofthe Company.

During the year the Company has received resignation of Mr. S.C. Gupta, Independent Director and Ms. Madhu Vij, Independent Director of the Company from Board and Committees of Kohinoor Foods Limited w.e.f. 28th May, 2019 and 11th June, 2019

respectively. The Board has accepted the resignation and necessary form has been filed with Registrar of Companies NCT of Delhi and Haryana.

Appointment / Resignation of Company Secretary

During the year Mr. Ankit Sharma, was appointed by the Board of Directors as Company Secretary and Manager (Legal) of the Company w.e.f. 13th June, 2019. This is to further inform that earlier Mr. Ankit Sharma was designated as Assistant Manager, Secretarial and Legal of the Company and was handling the Secretarial and Legal function of the Company since 17th April, 2017. Mr. Ankit Sharma, Company Secretary and Manager (Legal) (Ex-CS) ofthe Company has voluntarily resigned from the position of Company Secretary of Kohinoor Foods Limited, effective from 10th July, 2019 and necessary form has been filed in this regard.

During the year Mr. Deepak Kumar Kaushal, has been appointed by the Board of Directors as Company Secretary and Manager (Legal) ofthe Company w.e.f. 14th August, 2019.

Subsidiary, Joint Ventures and Associate Companies

Kohinoor Foods Limited enjoys its global presence and has well managed to build a premium brand name for its quality in Rice Branding and Ready to Eat Food and with a view of expansion and diversification; it has created subsidiary companies for facilitating these operations in various countries.

A statement containing the performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in FormAOC-1 attached to the Financial Statements forms part of this Report and hence not repeated here for the sake of brevity.

In accordance with section 129(3) ofthe Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. The Financial Statements have been prepared on the historical cost convention on going concern basis and on accruals basis unless otherwise stated. The name of companies which have become or ceased to be subsidiary or joint venture or associate companies, if any, have been mentioned in the notes to the accounts. The financial statements of Kohinoor Foods Limited ("Holding Company of KFL") together with its subsidiaries (hereinafter collectively referred to as "Group") are consolidated to form Consolidated Financial Statements (CFS). Consolidated Financial Statements consolidate the financial statements of KFL and its Wholly Owned Subsidiaries.

The parent company has not received audited financial statement from its Joint venture Company, Rich Rice Raisers LLC. The Management considers that the parent company is not in position to exercise control over this entitiy. Hence the results of Joint Venture Company have not been considered in the Consolidated Financial Statements. Rich Rice Raisers LLC, in which, KFL hold 25% shareholding, has closed its operation.

KFL was holding 20% share in Al Dhara Kohinoor LLC and Al Dhara Kohinoor Industries LLC. Al-Dahra Kohinoor LLC has exercised the call option, which KFL has accepted. Upon completion of the formalities the shareholding of the parent company in both of these associates has been reduced to NIL and they are not considered as Associates Companies for the Current Year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.kohinoorfoods.in/investor. These documents will also be available for inspection during business hours at our Registered Office.

Further these Financial Statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. These financial statements for the year ended March 31, 2020 are prepared under Ind AS. For all periods up to and including the year ended March 31, 2017, the financial statements were prepared in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as 'Previous GAAP') used for its statutory reporting requirement in India immediately before adopting Ind AS.

Furtherthe Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the link: www.kohinoorfoods.in/investor

The details of business operations / performance of major subsidiaries are as below:

Indo European Foods Limited

Indo European Foods Limited ("IEFL") a wholly owned foreign subsidiary company which was incorporated and domiciled in the

U.K. and is the manufacture and marketing if specialist rice products, cooking, sauces, ready meals and savoury snacks having its registered office at Kohinoor House, Langer Road, Felix stowe, Suffolk, IP112BW.

Total Turnover of IEFL during FY'20, was 20,289,026 and profit aftertaxwas653,122.

Internal Control System

The Company has in place adequate internal control systems that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance, and safeguards investor interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

A CEO and CFO Certificate provided by Jt. Managing Director and CFO, included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company Internal audit function evaluates the adequacy of, and compliance with policies, plans, regulatory and statutory requirements. The Internal Auditors directly report to the Board's Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken. In the opinion of the management and the internal auditors, there exists adequate safeguard against fraud and negligence within the Company.

Our Offices as well as the manufacturing facilities endorse the highest health, safety, security and environmental standards.

Internal Financial Controls

The Company has in place well defined and adequate Internal Financial Controls which are tested from time to time for necessary improvement, if any required.

Listing at Stock Exchange

The Equity Shares of the Company are listed with BSE Limited and National Stock Exchange of India Ltd. The annual listing fee for the Financial Year 2020-21 has been paid by the Company.

Corporate Governance

Your Company has taken adequate steps to ensure compliance

with the provisions of Corporate Governance as stipulated by the Stock Exchanges. Pursuant to SEBI (LODR), Regulation, 2015, a report on the Corporate Governance, Certificate regarding Compliance, Secretarial Audit Report and Jt. Managing Director (CEO) and CFO certification along with the Auditors Certificate has been made part of the Annual Report.

Auditors

At the twenty-nine AGM held on September 28, 2018 the Members approved appointment of M/s. Rajender Kumar Singal & Associates LLP, Chartered Accountants (Firm Registration No. 016379N) as Statutory Auditors of the Company to hold office fora period of five years from the conclusion of twenty ninth AGM till the conclusion of the fifth AGM to be held in the year 2023, subject to ratification of their appointment by Members at every AGM, if so required undertheAct.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Auditors Report

The Company has received the Auditors Report duly signed by M/s Rajender Kumar Singal& Associates LLP, Chartered Accountants, New Delhi, and took note on the same. Further as mentioned in the Auditors Report, attention is drawn (Emphasis of Matters) to notes to the Financial Statements, the same has not been reproduced for the sake of brevity as the remarks given by the Auditors are self-explanatory, however the Board has discussed the same in details as had been provided in the notes to the Financial Statements.

Cost Auditors

The Cost Auditor M/s Cheena and Associates appointed as Cost Accountants of the Company for the year 2019-20 and has completed the audit of the cost record of the Company. The Cost Audit Report does not contain any qualification, reservation or adverse remark.

The Board pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof, for the time being in force), has approved the appointment of M/s Cheena& Associates, Cost Accountant Firm to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2020 and remuneration to be paid subject to rectification by shareholders.

Secretarial Audit

The terms of M/s Vinod Aggarwal and Associates, Company Secretaries, New Delhi, who was appointed as the Secretarial Auditor of the Company for the Financial Year 2019-20 expired on 31st March, 2020. The Board of Directors pursuant to the Provision of Section 204 of the Companies Act, 2013, has appointed M/s. MANK and Associates, Company Secretary Firm, (having FCS No. 10248 and CP No. 19684) to conduct Secretarial Audit of the Company forthe Financial Year2020-2021.

Secretarial Audit Report

The Secretarial Auditor M/s Vinod Aggarwal and Associates, Company Secretaries, appointed for the year 2019-20 and has completed the secretarial audit of the Company. The Secretarial Audit Report as received from the Practicing Company Secretary is annexed to the Annual Report as Form No.-MR-3. As per the Secretarial Audit Report the Company has complied with all the applicable acts, laws, rules and regulations and does not contain any qualification, reservation or adverse remark.

Internal Auditor

The terms of M/s SPMG & Co., Chartered Accountants, New Delhi, who was appointed as Internal Auditor of the Company for the Financial Year 2019-20 expired on 31st March, 2020. M/s. NNA & Co., was appointed as Internal Auditor for the Financial Year 2020-21.

Your Directors on the recommendation of the Audit Committee have approved theirappointment in the Board Meeting dated 28th August, 2020, forthe financial year2020-21.

Deposits

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

Share Capital of the Company

The Company has allotted 58,14,000 share warrants at a

premium of Rs. 66/- per share to the promoters on preferential basis on 04th October, 2018, out of these, 18,30,000 share warrants have been converted into equity shares on 04th October, 2018. After allotment, the Company has filed application for listing of 18,30,000 equity shares to the Stock Exchanges (NSE & BSE). However BSE has closed the application and approval from NSE is yet to be received. The paid up Share Capital of the Company is amounting to Rs. 370,715,300/- comprising of37,071,530 equity shares of Rs. 101- each.

Forfeiture

For the remaining 39,84,000 Convertible Warrants into Equity Shares, the company has neither received any request for conversion of Share warrants into Equity Shares, nor have received any balance sums payable on such conversion option being exercised by any of the Share Warrant holder within 18 months of issue of such warrants. Therefore as per SEBI (ICDR) Regulations, 2009, the consideration therefore paid by such Warrant Holders at the time of issuance of share warrants stand forfeited.

Board Meetings

The Board is headed by an executive Chairman. As on 31 st March 2020, the Board of Directors consisted of Seven Directors, including Chairman, Joint Managing Directors, Woman Director, Independent Director and others.

Six (6) Board Meetings were held during the year 2019-20, i.e. on 29th May, 2019,13th June, 2019,14th August, 2019 (adjourned on 16th August, 2019), 04th September, 2019,14th November, 2019 and 13th February, 2020, and the gap between two meetings did not exceed 120 days.

Audit Committee Meetings

During the year under review, the Audit Committee met Two (2) times i.e. on 29th May, 2019 and 13th February, 2020 and the maximum time gap between any two consecutive meetings exceeds 120 Days. The minutes of the meetings of the Audit Committee are noted by the Board. During the year, under review, the composition of the Audit Committee was not complete for two consecutive quarters, in accordance with the provisions of the Act, due to resignation of Mr. S. C. Gupta on 28th May, 2019 and Ms. Madhu Vij on 11th June, 2019, however the Audit Committee

has been reconstituted on 13th February, 2020.

Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee met One (1) times i.e. on 13th February, 2020. The minutes of the meetings of the Nomination and Remuneration Committee are noted by the Board. During the year, under review, the composition of the Nomination and Remuneration Committee was not complete for two consecutive quarters, in accordance with the provisions of the Act, due to resignation of Mr. S. C. Gupta on 28th May, 2019 and Ms. Madhu Vij on 11th June, 2019, however the Nomination and Remuneration Committee has been reconstituted on 13th February, 2020.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The Remuneration Policy of the Company forms part of this Report and may be accessed on the Company's website on the link www.kohinoorfoods.in/investor.

Whistle Blower Policy/Vigil mechanism

The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy or any other grievances, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Company's website on the link www.kohinoorfoods.in/investor.

Particulars of Loan Given, Investment made, Guarantees given and Securities Provided

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of standalone Financials statement and well within the limit approved by the Shareholders of the company.

Present status of litigations

The Board of Trustee of the port of Mumbai has filed a money suit

for recovery of Rs. 9.64 Cr. towards alleged outstanding demurrage charges against which the Company has filed its counter claim of Rs. 10.88 Cr. towards the financial losses, interest on the investment, refund of the license fees, refund of the demurrage charges, compensation and damages etc. The matter is still pending.

An appeal before the Sales Tax Commissioner - Appeals, New Delhi is lying pending in respect of Sales Tax Demand of Rs. 1,22,00,000/- on sale of REP Licenses made in earlier years.

An appeal is lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Deptt., Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs.4,50,41,414/- towards the cess imposed by the State Govt, on exports.

The company has challenged the validity of imposition of cess on export in its appeal as the same is not permissible under article 286 of the Constitution of India. Further demand has been raised for Rs. 5,41,073/- after completing the Sales Tax assessment for AY 2011 -12 against which appeal has been filed.

An appeal before the Customs, Excise & Service Tax Appellate Tribunal, New Delhi has dismissed the the order of Commissioner of Central Excise (Appeals), Delhi -III in respect of additional excise duty of Rs. 42,90,580/- demanded by the Excise department in connection of dispute over classification of goods - food product produced at Bahalgarh Factory- as per the Central Tariff Act. The Hon'ble CETSTAT vide its order dated 28/05/2019 has dismissed the aforesaid demand accordingly, entire predeposit of Rs 19.07L (Approx.) has become due to the company.

During the financial year 2016-17, the company has received an order from Hon'ble Central Excise and Service Tax Appellate Tribunal, New Delh (CETSTAT) against the order passed by Commissioner of Service Tax (Adjudication), New Delhi demanding a service tax of Rs.2,59,25,214/-. The Hon'ble CETSTAT vide its order dated 16/02/2017 has granted major relief of Rs.2,50,12,963/-against the aforesaid demand.

The Company has received Notices from the Banks under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, in the month of July, 2018 to May, 2019 and in the month of February

2020 to September 2020. The Company has replied/in process to reply the notices received from the Bank within 60 days from the date of notices. The Oriental Bank of Commerce and Punjab National Bank have served notice of Wilful Defaulter. The Company/Directors have replied to the said notices. The Company has also approached Banks with suitable resolution plan fortheir consideration.

The Company has received Ex-parte Interim Order dated 25.06.2020 from Debt Recovery Tribunal-Ill, Delhi restraining the Company from transferring/ alienating or otherwise dealing with, ordisposing off or encumbering or creating any third party interest with respect of the hypothecated assets/immovable properties of the Company until further orders. Further the Company has received summon under sub-section (4) of Section 19 of the Act, read with sub-rule (2A) of rule 5 of the Debt Recovery Tribunal (Procedure) Rules, 1993 in the aforesaid matter of ICICI Bank Limited V. Kohinoor Foods Limited and ORS to file written statement and to appear before Registrar on 26/09/2020. The Company is in process of filing suitable reply of the aforesaid summon/notices with the respective Hon'ble court/ authorizes / offices in due course.

The Jt. Managing Director, Mr. Satnam Arora of the Company, has received a summon/notice from the Directorate of Enforcement, Central Regional Office, Government of India, New Delhi, to appear before them along with various document, pertaining to export of pulses during the period Jan 2006 to Dec 2007. The Director/authorized representative of the company is in process to appear and submit relevant documents before the authorities/ offices /department in due course.

The Company has submitted an offer of One Time Settlement (OTS) to the Banks. The Banks have not accepted the proposal of the Company stating "the settlement proposal has been declined by competent authority and hence the same has been disposed off.". Further, the Company has requested to the Bank to reconsider the settlement proposal along with the elaborated One Time Settlement proposal (OTS). On Company request to the Banks to relook into the One Time Settlement (OTS) proposal of the Company the Company has submitted the improved One Time Settlement (OTS) proposal with the Banks, which is at present in consideration.

The Company has received Legal Notice from the Punjab National Bank, Hong Kong in regard to outstanding indebtedness due payable within 14 days from the date of the letter. The Company has replied the Bank within the stipulated time and submitted its OTS proposal and has deposited the up front amount of USD 7000/- towards One Time Settlement (OTS) Proposal and requested to process the Company OTS Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration.

The Company has received Arbitration Awards by the Hon'ble Arbitral Tribunal comprising of the sole arbitrator Mr. S G Shah Former Judge, High Court of Ahmedabad for its debtors and the Company has not received any amount, from the parties, on due date as per Award. The company is in process of taking suitable action in regard to recovery of amount as per Award.

The Lead Bankers, Oriental Bank of Commerce (Now Punjab National Bank) has filed petition under Section 7 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

M/s. Norton Rose Fulbright LLP. has filed petition under Section 9 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

M/s. Uma Polymers Limited has filed petition under Section 9 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

M/s. International Cargo Terminal and Infrastructure Pvt. Ltd. has filed petition under Section 9 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

M/s. International Cargo Terminal and Rail Infrastructure Pvt. Ltd. has filed petition under Section 9 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

M/s. JPS Plastics Pvt. Ltd. has filed petition under Section 9 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

All other litigations are mentioned in the note on Contingent Liability in the Balance Sheet for the financial year 2018-19.

Contract and Arrangements with Related Parties

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place Related Party Transactions Policy for dealing with related party transactions. The policy may be accessed under the Corporate Governance section on thewebsite of the Company at:http://kohinoorfoods.in/pdf/Policy- on-Related-Party-Transactions.pdf. All the related party transactions that were entered and executed during the year under review were on arm's length basis and in the ordinary course of business and within permissible framework of Section 188 of the Act and Rules made thereunder read with Regulation 23 of Listing Regulations. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders. The details of the transactions with the related parties are provided in the accompanying financial statements. There were no related party transaction made during the year that are required to be disclosed in the FormAOC-2.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earning and Outgo

The particulars as prescribed in sub-section (3) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed asAnnexure B to this Report.

Particulars of Employees and Related Disclosure

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are given as under:

i) There are no Employee, employed throughout the year and in receipt of remuneration of Rs. 1,02,00,000/- or more per annum.

ii) There are no Employee, employed part of the year and in receipt of remuneration of Rs. 8,50,000/- or more per month during any part of the year.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in the annexure-D to this report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Board's Report is being sent to the members without some annexures. The said annexures are available for inspection at the Registered/ Corporate Office of the Company during working hours and any member interested in obtaining such annexures may write to the Company Secretary and the same will be furnished free of cost.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed as Annexure C to this Report.

Management's Discussion and Analysis Report

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report and a Report on Corporate Governance is attached in a separate section forming part of the Annual Report.

ACertificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated in Regulations Part C of Schedule V of the Listing Regulations is also attached with this report.

A declaration by the Managing Director pursuant to Regulations Part C of Schedule V of the Listing Regulations stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2020, is also attached with this report.

Directors' Responsibility Statement

Pursuant to section 134(5) of The Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended

31st March, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a 'going concern'basis;

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

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

Awards & Recognitions

Since its inception, the Company has been earning awards and recognition like consumer validated Super Brand Award (thrice in series), Reader's Digest Most Trusted Brand award (4 times in a row), Power Brand Award, Guinness Book of World Record (for making World's Largest Biryani), National award for Export Excellence, Brand Equity Award & manyAPEDAawards.

Corporate Social Responsibility

As per provisions under Section 135 of the Companies Act, 2013, all companies having net worth of Rs. 500 crores or more, or turnover of Rs.1,000 crores or more or a net profit of Rs. 5 crores or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of Board of Directors comprising three or more directors, at least one of whom

should be an Independent Director and such Company shall spend 2% of the average net profits of the Company made during the three immediately preceding financial years.

Accordingly a detailed CSR Policy was framed by the Company with the approvals of the CSR Committee and Board. The Policy, inter alia, covers the following:

• Philosophy

• Scope

• List ofCSRactivities

• Modalities of execution of projects/programmes

• Implementation through CSR Cell

• Monitoring assessmentof projects/programmes

CSR Policy gives an overview of the projects or programmes which are proposed to be undertaken by the Company in the coming years.

The composition of the CSR Committee

A Committee of the directors, titled 'Corporate Social Responsibility Committee', was constituted by the Board with the following members:

1. Mr. VijayBurman (Chairman)

2. Mr.SatnamArora

3. Mr. GurnamArora

4. Mr. Satish Chand Gupta (Resigned w.e.f. 28th May, 2019)

As the Average net Profit/(Loss) of the Company for last three financial years prior to 2019-20 comes to average net loss and therefore the Company is not statutorily required to spent amount as prescribed for CSR expenditure.

Kohinoor also envisions to improve lives in communities we live around, protect workplace rights, respect people, support missions that help people have a better life, provide good jobs, world class quality products and a healthy environment to all of us around.

At Workplace, Kohinoor Foods maintain high standards for fair and dignified treatment of all the people who work for our Company. For all of its employees, it is not just a place to work, but like another home and everybody in it like a big family, closely bonded with each other.

Kohinoor Foods also believes that a Company is as good as the people who work for it - their combined talents; skills, knowledge, experience and passion make a company what it is.

Hence, Company's continuous goal is to inspire and motivate its people to hone their talents, increase their knowledge & skills and achieve extraordinary results at their workplace. In this endeavor we have offered subsidized meals to our employees at a very nominal cost.

Adherence to global human rights standards, No minor labour, Fair trade practices, complete Medical facilities for its people, Safe & sound working environment are the things that Kohinoor Foods take utmost care about.

The CSR Policy may be accessed on the Company's website at the link: www.kohinoorfoods.in/investor

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Sexual Harassment Committee has been set up to redress complaints received regarding sexual harassment.

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

Declaration by Independent Directors

The Company has received necessary declarations from all the

Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.

Board Evaluation

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is mandatory that the Board shall monitor and review the Board Evaluation Framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

Training of Independent Directors

The Company Secretary of the Company conducted a detailed training programme to provide/update the changes in the SEBI (LODR), Regulation, 2015/Companies Act, 2013 and other relevant act to the Independent Directors.

Further, the Company issues a formal letter of appointment to Independent Directors outlining their roles, responsibilities, functions and duties as an Independent Director. The format of the letter of appointment is available on the Company's website at the link: www.kohinoorfoods.in/investor

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on

these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employee of the Company under any scheme.

4. Issue of Employees Stock Option to employee of the Company under any scheme.

5. Neitherthe Managing Director northe Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except as disclosed in theAnnual Report.

1. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 20182019 as per the SEBI Circular SEBI/LAD-NRO/GN/2015- 16/27 dated 22nd December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29th January, 2016.

Acknowledgment

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors acknowledge with gratitude, the commitment and dedication of the employees at all levels that has contributed to the growth and success of the Company.

For and on Behalf of the Board

Sd /- Sd /-
Satnam Arora Gurnam Arora
Jt. Managing Director Jt. Managing Director
DIN:00010667 DIN: 00010731
Place: Faridabad
Date: September 28,2020