NOTICE - Bombay Stock Exchange · 2015-07-14 · NOTICE Notice is hereby given that the 22nd Annual...

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NOTICE Notice is hereby given that the 22 nd Annual General Meeting of the Members of DFM FOODS LIMITED will be held on Friday, the 7 th day of August, 2015 at 10.00 A.M. at Air Force Auditorium, Subroto Park, New Delhi - 110010 to transact the following businesses: Ordinary Business 1. To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended 31 st March, 2015, together with the Reports of the Board of Directors and Auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a Director in place of Mr. Sandeep Singhal (DIN 00040491), who retires by rotation and being eligible, offers himself for re-appointment. 4. To ratify the re-appointment of Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting and to fix their remuneration and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, the Rules framed thereunder as amended from time to time and as recommended by the Audit Committee and the Board of Directors, the Company hereby ratifies the appointment of M/s. Deloitte Haskins & Sells, (Regn. No. 015125N), Chartered Accountants as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty Third Annual General Meeting at such remuneration as may be mutually agreed upon between the Auditors and the Board of Directors of the Company.” Special Business 5. To appoint Ms. Hiroo Mirchandani (DIN 06992518) as an Independent Director of the Company and in this regard, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and 160 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder and Clause 49 of the Listing Agreement, as amended from time to time, Ms. Hiroo Mirchandani (DIN 06992518), be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years from the original date of appointment i.e. 30 th March 2015 upto 29 th March 2020” 6. To adopt new set of Memorandum of Association of the company containing clauses in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 as amended from time to time, the amended set of Memorandum of Association submitted to this meeting be and is hereby approved. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 7. To adopt new set of Articles of Association of the company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 as amended from time to time, the draft regulations contained in the Articles of Association submitted to this meeting be and is hereby approved and adopted in substitution and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 8. To keep registers and returns at a place other than Registered Office of the Company and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 94 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder and in supersession of Annual Report 2014-15 1

Transcript of NOTICE - Bombay Stock Exchange · 2015-07-14 · NOTICE Notice is hereby given that the 22nd Annual...

Page 1: NOTICE - Bombay Stock Exchange · 2015-07-14 · NOTICE Notice is hereby given that the 22nd Annual General Meeting of the Members of DFM FOODS LIMITED will be held on Friday, the

NOTICE

Notice is hereby given that the 22nd Annual General Meeting of the Members of DFM FOODS LIMITED will be held on Friday, the 7th day of August, 2015 at 10.00 A.M. at Air Force Auditorium, Subroto Park, New Delhi - 110010 to transact the following businesses:

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

Statement of the Company for the financial year ended 31st March, 2015, together with the Reports of the Board of Directors and Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr. Sandeep Singhal (DIN 00040491), who retires by rotation and being eligible, offers himself for re-appointment.

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

“RESOLVED ThAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, the Rules framed thereunder as amended from time to time and as recommended by the Audit Committee and the Board of Directors, the Company hereby ratifies the appointment of M/s. Deloitte haskins & Sells, (Regn. No. 015125N), Chartered Accountants as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty Third Annual General Meeting at such remuneration as may be mutually agreed upon between the Auditors and the Board of Directors of the Company.”

Special Business5. To appoint Ms. hiroo Mirchandani (DIN 06992518) as an

Independent Director of the Company and in this regard, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED ThAT pursuant to the provisions of Section 149, 150, 152 and 160 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder and Clause 49 of the Listing Agreement, as amended from time to time, Ms. hiroo Mirchandani (DIN 06992518), be and is hereby appointed as an Independent Director of the Company to

hold office for a period of five consecutive years from the original date of appointment i.e. 30th March 2015 upto 29th March 2020”

6. To adopt new set of Memorandum of Association of the company containing clauses in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED ThAT pursuant to the provisions of Section 13 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 as amended from time to time, the amended set of Memorandum of Association submitted to this meeting be and is hereby approved.

RESOLVED FURThER ThAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7. To adopt new set of Articles of Association of the company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED ThAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 as amended from time to time, the draft regulations contained in the Articles of Association submitted to this meeting be and is hereby approved and adopted in substitution and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURThER ThAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

8. To keep registers and returns at a place other than Registered Office of the Company and in this regard to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED ThAT pursuant to Section 94 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder and in supersession of

Annual Report 2014-15 1

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the earlier Special Resolution passed in the 16th Annual General Meeting of the members held on 30th July, 2009 the consent of the members of the Company be and is hereby accorded for keeping the Electronic & Physical Registers and Returns required to be maintained by the Company under Section 88 and 92 of the Companies Act, 2013 or any one or more of them at the office of the Registrar and Share Transfer Agent of the Company M/s MCS Share Transfer Agent Ltd., presently situated at F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 or at such other place wheresoever its office will be situated within the National Capital Territory of Delhi.

FURThER RESOLVED ThAT the Registers, Indexes, Returns, Books, Certificates and Documents of the Company required to be maintained and kept open for inspection under the provisions of the Companies Act, 2013, be kept open for such inspection, at the place where they are kept, by the persons entitled thereto, to the extent, in the

manner and on payment of fees, if any, specified in the aforesaid Act during 11:00 AM to 1:00 PM on any working day except when the Registers and books are closed under the provisions of the Act or the Articles of Association of the Company.”

By order of the Board For DFM Foods Limited

Place: Delhi Parvinder Singh AroraDated: 29th June, 2015 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409

NOTES

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

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

2. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 16.

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

4. The statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect of Special Business under item no(s). 5 to 8 set out above are annexed hereto.

5. The Register of Members and Share Transfer Books of the Company will remain closed from 25th July, 2015 to 7th August, 2015 both days inclusive.

6. The dividend on Equity Shares, if declared at the Meeting, will be credited / dispatched between 8th August, 2015 and 17th August, 2015 to those members whose names shall appear on the Company’s Register of Members on 24th

July, 2015; in respect of the shares held in dematerialised form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

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

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

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

10. Shareholders are advised that those who have not encashed their dividend warrant(s) so far for the financial year ended 31st March, 2008 onwards may send their outdated dividend warrants for revalidation/ issue of demand draft in lieu thereof before the respective amounts become due for transfer to the “Investor Education and Protection Fund”.

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

12. The securities of the Company are listed on BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the annual listing fee has been paid to it for the financial year 2015-16.

13. At the ensuing Annual General Meeting, Mr. Sandeep Singhal retires by rotation and being eligible offers himself for reappointment and Ms. hiroo Mirchandani seeks appointment as an Independent Director not liable to retire by rotation. The information or details pertaining to these Directors as required in terms of clause 49 of the

Listing Agreement with the Stock Exchange are furnished in the Report on Corporate Governance published in this Annual Report.

The Directors seeking re-appointment / appointment have furnished the requisite consent / declaration for their re-appointment / appointment.

Mr. Sandeep Singhal and Ms. hiroo Mirchandani whose re-appointment / appointment are being considered, are neither related inter-se nor to any other Director of the Company.

14. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices and Circulars etc. from the Company electronically.

15. The draft Memorandum and Articles of Association of the Company will be available for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, during business hours, upto the date of the Annual General Meeting.

16. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Company is pleased to provide its members the facility of ‘remote e-voting’ (which means e-voting from a place other than venue of the General Meeting) to exercise their right to vote at the 22nd Annual General Meeting (AGM). The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL).

The facility for voting, either through electronic voting system or through ballot/polling paper shall also be made available at the venue of the 22nd AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the General Meeting but shall not be entitled to cast their vote again at the General Meeting.

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

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The instructions for members for voting electronically are as under:

i) The voting period begins on Tuesday, 4th August, 2015 at 10:00 A.M. and ends on Thursday, 6th August, 2015 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. 31st July, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting at 5:00 P.M. on 6th August, 2015.

ii) Members holding shares in physical or in demat form as on 31st July, 2015 shall only be eligible for e-voting.

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

iv) Click on “Shareholders” tab

v) Now Enter your User ID:

a. For CDSL: 16 digits beneficiary ID

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

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

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

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

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

x) Members holding shares in physical form will then reach directly the Company selection screen. however, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that

company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

xii) Click on the EVSN for DFM FOODS LTD. to vote.

xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

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

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

•MemberswhohavenotupdatedtheirPANwiththeCompany/DepositoryParticipantarerequestedtouse the first two letters of their name and the 8 digits of the sequence number in the PAN field.

•Incasethesequencenumberislessthan8digitsentertheapplicablenumberof0’sbeforethenumberafter the first two characters of the name in CAPITAL letters e.g. if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd /mm /yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

•PleaseentertheDOBorDividendBankDetailsinordertologin.Ifthedetailsarenotrecordedwiththedepository or company please enter the member id / folio number in the Dividend Bank details field.

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“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote

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

xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

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

xix) Note for Non-Individual Shareholders & Custodians:

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

•Ascannedcopyof theRegistrationFormbearingthe stamp and sign of the entity should be emailed to [email protected].

•After receiving the login details they shouldcreate compliance user using the admin login and password. The Compliance user would be able to link the depository account(s) / folio numbers on which they wish to vote

•The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote

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

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

xxi) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 31st July, 2015 may follow the same instructions as mentioned above for e-Voting.

ANNExuRE TO ThE NOTICE

STATEMENT[Pursuant to Section 102 (1) of the Companies Act, 2013]

Item No. 5Ms. hiroo Mirchandani was appointed as an Additional Director (Independent) on the Board of the Company during the year, pursuant to the provisions of section 161 and other applicable provisions of the Companies Act, 2013 w.e.f. 30th March, 2015. In view of the same, Ms. Mirchandani shall hold office upto the date of ensuing Annual General Meeting.

In accordance with the provisions of Section 149, 150, 152 and 160 read with Schedule IV of the Companies Act, 2013, rules made thereunder, clause 49 of the listing agreement and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed that the above director be appointed as an Independent Director for a term of five consecutive years from the original date of appointment.

The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Ms. hiroo Mirchandani for the office of Independent Director of the Company. Ms. hiroo Mirchandani is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director.

The Company has received a declaration from Ms. hiroo Mirchandani that she meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013, and under Clause 49 of the Listing Agreement. In the opinion of the Board, Ms. hiroo Mirchandani fulfills the conditions for her appointment as an Independent Director as specified in the Act and the Listing Agreement. Ms. hiroo Mirchandani is independent of the management and possesses appropriate skills, experience and knowledge.

Brief resume of Ms. hiroo Mirchandani and her shareholding in

Annual Report 2014-15 5

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the Company are given in the Corporate Governance Report.

Keeping in view her vast expertise and knowledge, it will be in the interest of the Company that Ms. hiroo Mirchandani is appointed as an Independent Director of the Company.

The letter of appointment issued to Ms. hiroo Mirchandani is available for inspection by members at the registered office of the Company on all working days, except Saturdays, during business hours, upto the date of the Annual General Meeting.

Ms. hiroo Mirchandani is interested in the Resolution relating to her appointment. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this resolution.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

Item No. 6 and 7The existing Memorandum of Association (MoA)/Articles of Association (AoA) are based on the Companies Act, 1956 and several regulations in the existing AoA/ MoA contain references to specific sections of the Companies Act, 1956, which are not in conformity with the Companies Act, 2013. hence, it is considered expedient to amend the MoA to some extent and wholly replace the existing AoA by a new set of Articles which shall be in conformity with the Companies Act, 2013. The proposed new draft MoA/AoA are being uploaded on the Company’s website for perusal by the shareholders. The draft MoA/AoA shall be available for inspection by members during the meeting and also at the registered office of the Company on all working days, except Saturdays, during business hours, upto the date of the Annual General Meeting.

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 6 and 7 of the Notice.

The Board recommends the Special Resolutions set out at Item Nos. 6 and 7 of the Notice for approval by the members.

Item No. 8In accordance with the Special Resolution passed by the members of the Company at their 16th Annual General Meeting held on 30th July, 2009, the Electronic & Physical Registers and the indexes of members, copies of Annual Returns, certificates

and documents to be annexed thereto are being kept with the then Registrar and Share Transfer Agent of the Company M/s. MCS Ltd.

Now, the Company has appointed new Registrar and Share Transfer Agent i.e. M/s MCS Share Transfer Agent Limited having their office at F- 65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020. As such, it would be desirable to keep the aforesaid documents at office of new Registrar and Share Transfer Agent.

According to the provisions of Section 94 of the Companies Act, 2013, consent of the shareholders is required by way of Special Resolution for keeping the same at any other place other than the Registered Office.

Further, pursuant to the provisions of Section 94(2) of the Companies Act, 2013 and Rules made thereunder it is also proposed that the aforesaid documents be kept open for inspection, by the persons entitled thereto, to the extent, in the manner and on payment of fees, if any as specified in the aforesaid Act during 11:00 AM to 1:00 PM on any working day except when the Registers and books are closed under the provisions of the Act or the Articles of Association of the Company.

Accordingly, the consent of the members is sought by way of a Special Resolution.

The Board of Directors recommends the resolution for approval of members.

None of the Directors, Key Managerial Personnel or their relatives are deemed to be interested in this Resolution.

By order of the Board For DFM Foods Limited

Place: Delhi Parvinder Singh AroraDated: 29th June, 2015 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409

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

ATTENDANCE SLIP

22nd ANNUAL GENERAL MEETING - 7th August, 2015 AT 10.00 A.M.

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

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

I hereby record my presence at the 22nd ANNUAL GENERAL MEETING of the Company at Air Force Auditorium, Subroto Park, New

Delhi - 110 010 on Friday, 7th August, 2015.

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

Member’s/ Proxy’s name in BLOCK Letters

Note: Please fill this attendance slip and hand it over it over at ENTRANCE OF ThE hALL.

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

*Applicable for investors holding shares in electronic form

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

1) ____________________________________ of ________________________ having email id _____________________ or failing him

2) ____________________________________ of ________________________ having email id _____________________ or failing him

3) ____________________________________ of ________________________ having email id _____________________ or failing him

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

22nd Annual General Meeting of the Company, to be held on Friday, 7th August, 2015 at 10.00 a.m. at Air Force Auditorium, Subroto

Park, New Delhi - 110 010 and at any adjournment thereof in respect of such resolutions as are indicated below:

Name of the member(s) : Email Id :

Registered address: Folio No./*Client Id:

DP Id:

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

Member’s/ Proxy’s Signature

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

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

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

PROXY FORM

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Resolutions For Against

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

2. Declaration of dividend on equity shares

3. Reappointment of Mr. Sandeep Singhal, who retires by rotation

4. Appointment of Auditors and fixing their remuneration

5. Appointment of Ms. hiroo Mirchandani as Indepedent Director

6. Adopt new Memorandum of Association of the Company in accordance with Companies Act, 2013

7. Adopt new Articles of Association of the Company in accordance with Companies Act, 2013

8. To keep registers and returns at a place other than Registered Office of the Company

Signed this ……………………. day of …………………… 2015.

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

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

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

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

Notes:1. This form, in order to be effective, should be duly completed and deposited at the registered office of the Company, not less than

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

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

Affix aRe.1/-

RevenueStamp

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Regd. and Corporate Office8377, Roshanara Road, Delhi - 110007

Tel: +91 11 23826445| Fax: +91 11 23822409CIN: L15311DL1993PLC052624

Email: [email protected]

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1

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Corporate Information 01

Financial Highlights 02

Five Year Analysis 03

Management Discussion and Analysis

04

Directors’ Report 06

Report on Corporate Governance

27

Independent Auditors’ Report

46

Balance Sheet 50

Statement of Profit and Loss

51

Cash Flow Statement 52

Notes Forming part of the Financial Statements

54

Corporate Overview

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

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

Statutory Section Financial Statements

CRAX Corn Rings is a unique corn-based, non-fried snack available in five unique flavours - Chatpata, Tangy Tomato, Masala Mania, Mast Cheese and Pudina Punch. This pioneering product comes in two affordable packs, which retail at `5 and `10 respectively. With a special appeal to the young, CRAX Corn Rings have been an enduring success story.

Our business group has over one century’s experience in procuring and processing food raw materials. CRAX Namkeens are made from the finest ingredients, delivering high quality traditional snacks across a wide range of flavours, mixtures and pack sizes. The CRAX Namkeen range offers Aloo Bhujia, Navratan, Moong Dal, Matar Heeng Zeera, Khatta Meetha, Lacha Mixture, Corn Flakes, Mast Moongphali and salted peanuts. Our smaller packs retail at `2 and `5; intermediate packs are priced at `10 and `15; and packs for household consumption have a net weight of 300 grams.

NATKHAT, is a light-weight, crunchy wheat puff with low fat percentage. Priced at `2 and `5, it extends our franchise to younger age groups and a wider market.

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Board of DirectorsMohit Jain, Chairman & Managing Director

Rohan Jain, Dy. Managing Director

S. C. Nanda

Pradeep Dinodia

Mohit Satyanand

Sandeep Singhal

Hiroo Mirchandani

AuditorsDeloitte Haskins & SellsChartered Accountants

BankersPunjab & Sind BankKarnataka Bank Limited

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

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

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

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

Corporate InformatIon

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fInanCIal hIghlIghts

Turnover (J in Lakhs)

Earnings per Share (J)

Net Profit for the year (J in Lakhs)

Market Capitalisation (J in Lakhs)

0

5000

10000

15000

20000

25000

30000

35000

2671

3

2280

6

1721

9

1213

8

2914

0

2010-11 2011-12 2012-13 2013-14 2014-150

200

400

600

800

1000

1200

1400

710

631

1036

832

1101

2010-11 2011-12 2012-13 2013-14 2014-15

0

5000

10000

15000

20000

25000

30000

35000

3082

9

1601

7

2170

4

1085

2

3353

6

2010-11 2011-12 2012-13 2013-14 2014-150

2

4

6

8

10

12

14

8.34

2010-11

10.3

6

2011-12

6.31

2012-13

7.10

2013-14

11.0

1

2014-15

Corporate Overview Statutory Section Financial Statements

2 DFM Foods Limited

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fIve Year analYsIs

(H in Lakhs)

2010-11 2011-12 2012-13 2013-14 2014-15

INCOME

Sales and Other Income 12138 17219 22806 26713 29140

Earnings before Finance Cost, Depreciation and Tax expense (EBIDT)

1613 2277 2384 2652 3312

As % of Sales & Other Income 13.29 13.22 10.45 9.93 11.37

Depreciation & Amortisation Expense 141 238 438 822 591

Net Profit for the year 832 1036 631 710 1101

ASSETS EMPLOYED

Net Fixed Assets 3211 8845 9736 9112 8824

Investments 50 2 2 2 2

Net Current Assets 847 944 996 384 1498

Total 4108 9791 10734 9498 10324

EQUITY FUNDS AND EARNINGS

Shareholders funds:

Equity Share Capital 1000 1000 1000 1000 1000

Reserves and Surplus 1270 2015 2355 2773 3573

Total 2270 3015 3355 3773 4573

Per Equity Share of H 10/-

Book Value (H) 22.70 30.15 33.55 37.73 45.73

Earnings (H) 8.34 10.36 6.31 7.10 11.01

Dividend (H) 2.00 2.50 2.50 2.50 2.50

Closing Market Price as on 31st March 108.50 217.00 160.14 308.24 335.3

Market Capitalisation as on 31st March 10852 21704 16017 30829 33536

Note: Figures of the year 2014-15, 2013-14, 2012-13 & 2011-12 have been regrouped to make these comparable with the figures of 2010-11.

Annual Report 2014-15 3

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management DIsCUssIon anD analYsIs

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

2. Economic ScenarioThe people of India gave a decisive mandate for the formation of the next Government at the Centre in the general elections of 2014.

This instilled a tremendous amount of confidence and hope that a majority Government would be able to take effective steps to turn around the economy which had slowed down considerably in the recent past and also accelerate the pace of reforms. The Government has initiated corrective steps in several areas the results of which are likely to be felt in due course.

Market reports and corporate news seem to suggest that the slowdown, particularly in the FMCG sector, has yet to reverse.

3. Industry Structure and Its DevelopmentThe snack food industry consists of two principal segments – the traditional ethnic snacks which have been around for generations and the “modern” snacks which have emerged

over the last couple of decades.

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

The modern snacks segment consists largely of organised players who employ automated production systems, mass marketing and organised sales and distribution systems across various geographical markets. The products manufactured by this segment have been well accepted by the market resulting in its rapid growth.

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

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

The continued growth of the economy, increasing disposable income, rapid urbanisation and rising aspiration offers immense potential for the healthy growth and development of the snack food industry.

•Netsalesgrewby9.9%toH 289.25 crores •EBIDTAgrewby24.9%toH 33.12 crores •PATgrewby55.1%toH 11.01 crores

• OnaccountofadifferenceinVATratearisingoutofclassificationofproducts,anexceptionalexpenseofH 4.06 crores was incurred during the year.

• Thegrossmarginsimprovedfrom37.2%inthepreviousyearto39.2%thisyear.

4. Financial Review

• Cost analysis:

• Thecostsasapercentageofsalereducedfrom34.1%inthepreviousyearto32.6%in2014-15.

(H in Lakhs)

2014-15 2013-14 % Growth

Net Sales 28925 26325 9.9

EBIDTA 3312 2652 24.9

PAT 1101 710 55.1

(H in Lakhs)

2014-15 % of sale 2013-14 % of sale

All operating costs 8276 28.6 7552 28.7

Financial costs 571 2.0 849 3.2

Depreciation 591 2.0 579 2.2

9438 32.6 8980 34.1

4 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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5. Business DevelopmentsThe major developments in the business during the year are as under:-

• Decidedtowithdrawfromthenewproductlaunchedduring2013-14 and write-off related inventories and costs.

• Workonconsolidatingthesalesanddistributionoperationsin all the geographies was undertaken.

• Commencementofsalesanddistributionincertainprincipalcities of the South Zone.

• Development of strategies for innovativemarketing, newproduct development and strengthening the sales and distribution system.

• Strengthening of the organisation structure for thecontinued growth and development of the business.

• Commencementofworkon thebrownfieldexpansionofthe Greater Noida facility at an approximate capital outlay of H 25 crores. All major capital commitments amounting to H 17.60 crores have already been made as on date.

• Softeningofrawmaterialpricesinthesecondhalfoftheyear.

The major work plan for the current year is as under:-

• Tocompletetheextensionofsalesanddistributiontotheselect principal cities of the South Zone.

• Toraisedebtfundsforfinancingthebrownfieldexpansionat Greater Noida and commission the same during the third quarter of this financial year.

• To continue to strengthen the sales and distributionoperations and organisation structure.

• Toworkonnewproductdevelopments.

6. Opportunities & ThreatsThe major opportunities available for the further development of the business are:-

• Innovationinmarketing.

• Intensificationofretailcoverageinexistingmarkets.

• Expansiontonewmarkets.

• Developingnewproducts.

Some of the threats faced by the business are:-

• Uncertaineconomicconditionswithinthecountry.

• Uncertaintyinthepriceofrawmaterials.

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

A continued concern is the development of organisational capacity going forward.

8. OutlookThe continued efforts to develop the business should stand it in good stead. However the economic conditions prevailing within the country have a significant role to play in the actual performance.

9. Internal Controls and their AdequacyThe Company has proper and adequate internal control systems to ensure that all the assets are safeguarded and that all transactions are authorised, recorded and reported correctly. Regular internal audits and checks are carried out to ensure that the responsibilities are executed effectively and that the systems are adequate. Management continuously reviews the internal control systems and procedures to ensure the efficient conduct of business. The Audit Committee of the Board oversees the internal controls within the organisation.

10. Human ResourcesOur employees form the backbone of our organisation. Your company takes pride in the commitment, competence and dedication shown by its employees in all areas of operation. Industrial relations have remained harmonious throughout the year.

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

The employee strength rose from 434 in the previous year to 452 as on 31st March 2015.

Annual Report 2014-15 5

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DIRECTORS’ REPORTDear Shareholders,

Your Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2015.

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

Operational Review and the State of Company’s AffairsThe highlights of the Company’s performance are as under:-

• Revenue from operations increased by 9.9% to H 289.25 crores.

• EBIDTA increased by 24.9% to H 33.12 crores.

• Profit Before Tax increased by 75.2% to H 17.19 crores.

• Cash Profit increased by 10.4 % to H 16.92 crores.

• Net Profit increased by 55.1% to H 11.01 crores.

The economic growth seemed to be sluggish and the growth in the FMCG sector was extremely slow. Given the above

environment the Company has performed well during the year.

During the year efforts were made to consolidate the business operations, strengthen the organisation for the continued development of the business and develop a business strategy to enable sustainable growth in the future.

Work on increasing the manufacturing capacity through a brownfield expansion of the Greater Noida facility has been undertaken at a capital cost of about H 25 crores. Major capital commitments, amounting to H 17.60 crores have been made as on date and this new capacity is likely to go on stream in the 3rd quarter of this financial year. Debt funds are being raised to finance this expansion.

(H in Lakhs)

Year ended31st March, 2015

Year ended31st March, 2014

Revenue from operations 28925 26325

Profit before interest, financial expenses and depreciation 3312 2652

Interest & financial expenses 571 849

Depreciation and Amortisation 591 579

Profit before exceptional items and tax 2150 1224

Corporate Social Responsibilities expenses 25 -

Exceptional items 406 243

Profit before tax 1719 981

Tax expense 618 271

Net profit for the year 1101 710

Add Surplus brought forward 283 365

Available for appropriation 1384 1075

Appropriations

Dividend 250 250

Tax on proposed dividend 51 42

Transfer to General Reserve 600 500

Balance Carried forward 483 283

6 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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DividendYour Directors have recommended the payment of dividend of H 2.50 per equity share of H 10 each for the financial year ended 31st March, 2015 amounting to H 3.01 crores inclusive of dividend distribution tax of H 0.51 crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names would appear on the Register of Members as on 24th July, 2015.

Management’s Discussion and Analysis ReportManagement’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Bombay Stock Exchange is presented in a separate section forming part of the Annual Report.

Subsidiaries, Joint Ventures & Associate CompaniesNo companies have become or ceased to be Company’s subsidiaries, joint ventures or associate companies during the year.

The Company has only one Associate Company namely DFM Agro Ltd.

Directors Responsibility StatementYour Directors state that:a) in the preparation of the annual accounts for the year ended

31st March, 2015 the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Corporate GovernanceThe Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report. The requisite certificate from the auditors of the Company confirming compliance is attached to the report on Corporate Governance.

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

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

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

Corporate Social Responsibility (CSR)The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.

The CSR Policy can be accessed at the following weblink http://www.dfmfoods.com/download/corporate/CSR-Policy.pdf

The Company has spent a sum of H 25.00 Lakhs during the year on CSR activities, which amounts to 2.08% of the average net profits of last three financial years.

The Annual Report on CSR activities is enclosed as Annexure 1.

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

Annual Report 2014-15 7

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Internal Financial ControlsThe Company has in place adequate financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Directors and Key Managerial PersonnelDirectorsDuring the year under review, the members approved the appointment of Mr. Pradeep Dinodia, Mr. Sarat Chandra Nanda and Mr. Mohit Satyanand as Independent Directors for a period of five years with effect from 30th December, 2014.

Further, Ms. Hiroo Mirchandani was appointed as an Independent Additional Director on 30th March, 2015 and she would be retiring at the ensuing Annual General Meeting.

Her appointment as an Independent Director is recommended by the Board.

Mr. Sandeep Singhal retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and clause 49 of the listing agreement with the Stock Exchange.

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the non-executive Directors and Executive Directors.

The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as Annexure 2.

The details of programmes for familiarisation of independent Directors with the Company are put up on the website of the Company at the following weblink: http://www.dfmfoods.com/download/corporate/familarization-programme-for-independent-directors.pdf

Key Managerial PersonnelMr. Parvinder Singh Arora has been appointed as Company Secretary of the Company with effect from 22nd January, 2015, in place of Mr. N K Arora who ceased to be the Company Secretary on 20th January, 2015.

Further Mr. Davinder Dogra was appointed as Chief Financial Officer of the Company with effect from 2nd March, 2015 in place of Mr. Rajiv Bhambri who ceased to be the Chief Financial Officer of the Company on 30th September, 2014.

Employees Stock Option SchemeIn order to retain and attract talent into the organisation, your Directors recommended and the members approved an Employee Stock Option Scheme for the issue of upto 5 Lakhs shares of the Company in accordance with the terms and conditions of the scheme. An in-principle approval of the scheme has also been received from the Bombay Stock Exchange.

The Nomination and Remuneration Committee of the Board of Directors is responsible for administering and monitoring the Employee Stock Option Scheme in accordance with the applicable SEBI Guidelines.

No grants were made under the scheme during the financial year.

Auditors & Auditors’ ReportStatutory AuditorM/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants had been appointed as statutory auditors of the Company at the last Annual General Meeting for a period of four years subject to ratification by members at every subsequent Annual General Meeting.

The Notes on financial statements, referred to in the Auditors’ Report, are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Secretarial AuditorThe Board has appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report is annexed as Annexure 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Fixed DepositsAs per the provisions of the Companies Act 2013 all the fixed deposits outstanding as on 1st April, 2014 were required to be repaid by 31st March, 2015. Accordingly the Company had repaid all such deposits amounting to H 6.81 crores excepting 28 deposits amounting to H 33 Lakhs (principal H 27 Lakhs and interest thereon H 6 Lakhs) which remained unclaimed as on 31st March 2015. These deposits too have since been repaid.

DisclosuresCSR CommitteeThe CSR Committee comprises Mr. Mohit Jain as Chairman, Mr. Mohit Satyanand and Mr. Sarat Chandra Nanda as members.

Audit CommitteeThe Audit Committee comprises of independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand and Mr. Sarat Chandra Nanda as members.

8 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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

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

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

The details of the investments made by the Company are given in Note 14 to the financial statement.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and OutgoThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure 4 to this Report.

Extract of Annual ReturnThe extract of Annual Return of the Company is provided in Annexure 5 to this Report.

Particulars of Employees and related disclosuresDisclosures relating 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 given in Annexure 6A.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits

specified in terms of the provision of Section197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure 6B.

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

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. 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.

Your 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.

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

On behalf of the Board

Place : Delhi Mohit JainDate : 29th June, 2015 Chairman

Annual Report 2014-15 9

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ANNEXURE - 1 TO DIRECTORS’ REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2014-15

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.

Refer section “Corporate Social Responsibility” column in the report

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

3. Average net profit of the company for last three financial years H 1201.67 Lakhs

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

H 24.03 Lakhs

5. Details of CSR spent during the financial year.a. Total amount to be spent for the financial year;b. Amount unspent, if any;c. Manner in which the amount spent during the financial year

H 24.03 LakhsNot applicableDetails given below

S. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs(1) Local area or other(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (J)

Amount spent on the projects or programs Sub – heads:(1) Direct expenditure on projects or programs(2) Overheads (J)

Cumulative expenditure upto to the reporting period (J)

Amount spent: Direct or through implementing agency*

1 Rural Development Project

Eradicating Hunger, poverty and malnutrition

Odisha - Sundergarh, Deogarh & Sambalpur Distt.

8.00 Lakhs (1) 8.00 Lakhs(2) Nil

8.00 Lakhs Through Implementing agency – Atmashakti Trust*

2 Promoting education and healthcare

Education Chhattisgarh – Raigarh Distt.

2.00 Lakhs (1) 2.00 Lakhs(2) Nil

2.00 Lakhs Through Implementing agency – Tapaswini Nav Sadhna**

3 Promoting Healthcare

Sanitation Uttar Pradesh - Bijnor Distt.

15.00 Lakhs (1)15.00 Lakhs(2) Nil

15.00 Lakhs Through Implementing agency - Shri Vardhaman Educational Society***

Total 25.00 Lakhs 25.00 Lakhs 25.00 Lakhs

*Atmashakti Trust is a registered trust, which was established in 1995 to support development initiatives in rural areas as well as urban slums.** Tapaswini Nav Sadhna is a Registered Society, which was established in 2006 for providing education, health facilities and vocational training to uplift the poor.*** Shri Vardhaman Educational Society is a Registered Society, which was established in the year, 1960 to promote education by establishing school/ colleges etc.

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

(Mohit Jain)Managing Director and Chairman of CSR Committee

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

Not Applicable

10 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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ANNEXURE - 2 TO DIRECTORS’ REPORT

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

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

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

• Educational and professional background;

• General understanding of the Company’s business dynamics;

• Standing in the profession;

• Personal and professional ethics, integrity and values; and

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

Criteria of Independence• The NRC shall assess the independence of Directors at the

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

• Independent Director shall also fulfill the criteria prescribed under Section 149 read with schedule IV of the Companies Act, 2013 and under clause 49 of the listing agreement; and

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

Remuneration PolicyIntroductionDFM Foods has developed its remuneration policy for Directors,

key managerial personnel and other employees on the following principles:-

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

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

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

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

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

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

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

Remuneration to other employeesEmployees are assigned grades according to their qualifications, experience, competencies, role and responsibility in the organisation.

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

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

Annual Report 2014-15 11

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ANNEXURE - 3 TO DIRECTORS’ REPORT

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

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

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

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

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

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made under the Act to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB).

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

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, 1992;

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

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

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

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

Form No. MR-3

SECRETARIAL AuDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[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]

CIN: L15311DL1993PLC052624

ToThe Members DFM Foods Limited8377, Roshanara Road Delhi - 110007

12 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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

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

Laws specifically applicable to the Industry to which the Company belongs, as identified by the Management, that is to say:

• The Factories Act, 1948

• The Payment of Wages Act,1936

• The Minimum Wages Act, 1948

• The Payment of Gratuity Act, 1972

• The Employees State Insurance Act, 1948

• Legal Metrology Act, 2009

• The Petroleum Rules, 2002

• Indian Stamp Act, 1899

• Industrial Dispute Act, 1947

• The Negotiable Instrument Act, 1881

• Apprentices Act, 1961

• Indian Contract Act, 1872

• Industrial Employment (Standing Order) Act, 1946

• Food Safety and Standards Act, 2006, Rules and Regulations

• The Payment of Bonus Act, 1965

• The Employment Exchanges (CNV) Act, 1959

• The Employees Provident Funds & M.P. Act, 1952

• The Contract Labour (Regulation & Abolition) Act,1970

• Water (Prevention and Control of Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981, Environment Protection Act, 1986 and Water (Prevention and Control of Pollution) Cess Act, 1977

I have also examined compliance with the applicable clauses of the following:I) Listing agreement entered into by the Company with BSE Limited (“BSE”)

During the period under review and as confirmed to me by the Management, the Company has complied with the applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, Listing Agreement etc. mentioned above. I have relied on the

judgement of Statutory Auditors and company Management declaration with regard to compliance of Tax Laws both Direct and Indirect and other compliances covered in the ambit of Annual Statutory Audit.

I further report that The Board of Directors is duly constituted with proper balance of Executive Directors, Non Executive Directors, Women Director and Independent Directors. The change in the composition of the Board of Directors that took place during the period under review was carried out in compliance with the provisions of the Act.

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

At the Board Meetings majority decisions are carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Board of Directors at their meeting held on 14th November, 2014 has approved the conduct of Postal Ballot process for getting the shareholders’ approval and decided the cut-off date i.e. 29th December, 2014 for voting including e-voting for the matter as stated below:

(a) Passed a special resolution under Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions thereof, for creation of charges/ mortgages on any one or more undertakings of the company for an amount not exceeding H300 crores at any one time.

Sunita Mathur Company Secretary in Practice Place: New Delhi FCS No. 1743Date: 29th June, 2015 C P No.: 741

ANNEXURE - 3 TO DIRECTORS’ REPORT (CONTD...)

Annual Report 2014-15 13

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ANNEXURE - 4 TO DIRECTORS’ REPORT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoThe details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy: Optimising lighting requirements in both the factories.

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

NIL

(iii) The capital investment on energy conservation equipments:

NIL

B) Technology absorption:

(i) The efforts made towards technology absorption:

a) Improved process control in the extrusion line.

b) Reduction in seal size of the finished packets.

c) Automation of product handling.

d) Reconstitution of flavours.

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

Lower raw material costs and lower factory costs.

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

NIL

(iv) The expenditure incurred on Research and Development:

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

C) Foreign exchange earnings and Outgo:H in Lakhs

Foreign Exchange earned in terms of actual inflows NilForeign Exchange outgo in terms of actual outflows 28.00

14 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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ANNEXURE - 5 TO DIRECTORS’ REPORT

I. Registration and Other Details:

i. CIN L15311DL1993PLC052624

ii. Registration Date 17th March, 1993

iii. Name of the Company DFM Foods Limited

iv. Category / Sub-Category of the Company Public Company / Limited by shares

v. Address of the Registered office and contact details

8377, Roshanara Road, Delhi-110007Tel. No.: +91-11-23826445Fax No.: +91-11-23822409

vi. Whether listed company Yes / No Yes

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

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

II. Principal Business Activities of the Company :All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

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

1. Extruded or expanded products, savour or salted / Namkeen

19059030 / 21069099 100%

III. Particulars of Holding, Subsidiary and Associate Companies:

Sl. No.

Name and Address of the Company CIN/GLN Holding/Subsidiary/Associate

% of sharesheld

Applicable Section

1. DFM Agro Limited 8377, Roshanara Road, Delhi 110 007

U15311DL2005PLC135388 Associate 49.50 2(6)

Form No. MGT-9

EXTRACT OF ANNuAL RETuRNAs on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

Annual Report 2014-15 15

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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 %Changeduring

the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/HUF 707194 - 707194 7.07 707194 - 707194 7.07 -

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

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

d) Bodies Corp. 3711676 - 3711676 37.11 3711676 - 3711676 37.11 -

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

f) Any Other…. - - - - - - - - -

Sub-total (A) (1):- 4418870 - 4418870 44.18 4418870 4418870 44.18 -

(2) Foreign

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

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

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

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

e) Any Other…. - - - - - - - - -

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

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

4418870 - 4418870 44.18 4418870 4418870 44.18 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - 1200 1200 0.01 - 700 700 0.01 -*

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

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

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

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

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

g) FIIs 995166 - 995166 9.95 995166 - 995166 9.95 -

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

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

Sub-total (B)(1):- 995166 1200 996366 9.96 995166 700 995866 9.96 -*

2. Non-Institutions

a) Bodies Corp.

i) Indian 116878 12300 129178 1.29 114164 12300 126464 1.26 -0.03

ii) Overseas 1495251 - 1495251 14.95 1495251 - 1495251 14.95 -

b Individuals

i) Individual shareholders holding nominal share capital upto H 1 Lakh

601363 493178 1094541 10.94 602345 466898 1069243 10.69 -0.25

ii) Individual shareholders holding nominal share capital in excess of H 1 Lakh

1851407 - 1851407 18.51 1852748 - 1852748 18.53 +0.02

c) Others (specify)

(i) NRI 16063 - 16063 0.16 43234 - 43234 0.43 +0.27

Sub-total (B)(2):- 4080962 505478 4586440 45.86 4107742 479198 4586940 45.86 -*

Total Public Shareholding (B)=(B)(1)+(B)(2)

5076128 506678 5582806 55.82 5102908 479898 5582806 55.82 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 9494998 506678 10001676 100.00 9521778 479898 10001676 100.00 -

* The percentage change is negligible

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

16 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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ii) Shareholding of PromotersSlNo.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year %changein shareholdingduring

the year

No. of Shares % of totalShares of the

company

% of SharesPledged /

encumberedto total shares

No. of Shares % of total Shares of the

company

% of SharesPledged /

encumberedto total shares

1 Mohit Jain 170725 1.71 - 170725 1.71 - -

2 Rohan Jain 19200 0.19 - 19200 0.19 - -

3 Rashad Jain 6400 0.06 - 6400 0.06 - -

4 Surekha Jain 510869 5.11 - 510869 5.11 - -

5 The Delhi Flour Mills Co. Ltd. 3711676 37.11 - 3711676 37.11 - -

Total 4418870 44.18 - 4418870 44.18 - -

Shareholding Cumulative Shareholding during the year (01-04-14

to 31-03-15)

Sl. No.

Name No. of Shares at the beginning (01-04-14) /

end of the year (31-03-15)

% of total shares of the

Company

Date Increase / Decrease in

shareholding

Reason No. of Shares

% of total shares of the

Company

1 WestBridge Crossover Fund LLC

1495251 14.95 01-04-14 0 Nil movement during the year

1495251 14.95 31-03-15 1495251 14.95

2 HSBC Bank (Mauritius) Ltd - A/c Jwalamukhi Investment Holdings

995166 9.95 01-04-14 0 Nil movement during the year

995166 9.95 31-03-15 995166 9.95

3 Man Mohan Singh 1008250 10.08 01-04-14

18-04-14 -250 Transfer 1008000 10.08

25-04-14 -250 Transfer 1007750 10.08

02-05-14 850 Transfer 1008600 10.08

09-05-14 1 Transfer 1008601 10.08

23-05-14 1899 Transfer 1010500 10.10

30-05-14 700 Transfer 1011200 10.11

06-06-14 72 Transfer 1011272 10.11

13-06-14 228 Transfer 1011500 10.11

20-06-14 500 Transfer 1012000 10.12

iii) Change in Promoters’ Shareholding

Shareholder’s Name Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of Shares % of total shares of the Company

At the beginning of the year 4418870 44.18

Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

# #

At the End of the year 4418870 44.18 4418870 44.18

# There is no change in the total shareholding of the promoters between 01-04-2014 and 31-03-2015

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

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

Annual Report 2014-15 17

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Shareholding Cumulative Shareholding during the year (01-04-14

to 31-03-15)

Sl. No.

Name No. of Shares at the beginning (01-04-14) /

end of the year (31-03-15)

% of total shares of the

Company

Date Increase / Decrease in

shareholding

Reason No. of Shares

% of total shares of the

Company

30-06-14 2000 Transfer 1014000 10.14

25-07-14 -1505 Transfer 1012495 10.12

01-08-14 -995 Transfer 1011500 10.11

08-08-14 500 Transfer 1012000 10.12

15-08-14 75 Transfer 1012075 10.12

22-08-14 475 Transfer 1012550 10.12

29-08-14 49 Transfer 1012599 10.12

05-09-14 -99 Transfer 1012500 10.12

19-09-14 -2000 Transfer 1010500 10.10

30-09-14 -1 Transfer 1010499 10.10

03-10-14 5 Transfer 1010504 10.10

10-10-14 -604 Transfer 1009900 10.10

17-10-14 10 Transfer 1009910 10.10

24-10-14 -10 Transfer 1009900 10.10

31-10-14 -1900 Transfer 1008000 10.08

07-11-14 -600 Transfer 1007400 10.07

14-11-14 -400 Transfer 1007000 10.07

12-12-14 -300 Transfer 1006700 10.07

09-01-15 300 Transfer 1007000 10.07

16-01-15 -5 Transfer 1006995 10.07

23-01-15 -2595 Transfer 1004400 10.04

30-01-15 5 Transfer 1004405 10.04

06-02-15 42 Transfer 1004447 10.04

13-06-15 203 Transfer 1004650 10.04

20-02-15 -1906 Transfer 1002744 10.03

27-02-15 1316 Transfer 1004060 10.04

06-03-15 -160 Transfer 1003900 10.04

13-03-15 -578 Transfer 1003322 10.03

31-03-15 -622 Transfer 1002700 10.03

1002700 10.03 31-03-15 1002700 10.03

4 Anuradha Sharma 277449 27.74 01-04-14

25-04-14 14000 Transfer 291449 2.91

291449 2.91 31-03-15 291449 2.91

5 Sunil Rungta 61377 0.61 01-04-14 0 Nil movement during the year

61377 0.61 31-03-15 61377 0.61

6 Nitu Kawaljit Singh 51212 0.51 01-04-14 0 Nil movement during the year

51212 0.51 31-03-15 51212 0.51

7 Parag Jayanti Bhai Shah 34075 0.34 01-04-14

11-04-14 1 Transfer 34076 0.34

18-04-14 -1132 Transfer 32944 0.33

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

18 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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Shareholding Cumulative Shareholding during the year (01-04-14

to 31-03-15)

Sl. No.

Name No. of Shares at the beginning (01-04-14) /

end of the year (31-03-15)

% of total shares of the

Company

Date Increase / Decrease in

shareholding

Reason No. of Shares

% of total shares of the

Company

25-04-14 -3060 Transfer 29884 0.30

02-05-14 -286 Transfer 29598 0.30

09-05-14 461 Transfer 30059 0.30

16-05-14 -7260 Transfer 22799 0.23

23-05-14 -20272 Transfer 2527 0.03

30-06-15 328 Transfer 2855 0.03

31-03-15 -2855 Transfer 0 0.00

0 0.00 31-03-15 0 0.00

8 Sanjay Gupta 30000 0.30 01-04-14 0 Nil movement during the year

30000 0.30 31-03-15 30000 0.30

9 Ajay Relan 0 0 01-04-14

27-02-15 28800 Transfer 28800 0.29

28800 0.29 31-03-15 28800 0.29

10 Jayanti M Shah 28902 0.29 01-04-14

04-04-14 -143 Transfer 28759 0.29

11-04-14 -1626 Transfer 27133 0.27

18-04-14 -1890 Transfer 25243 0.25

16-05-14 -3147 Transfer 22096 0.22

23-05-14 -19321 Transfer 2775 0.03

13-06-14 -1525 Transfer 1250 0.01

30-06-14 4978 Transfer 6228 0.06

04-07-14 -5538 Transfer 690 0.01

31-03-15 -690 Transfer 0 0.00

0 0.00 31-03-15 0 0.00

11 Rural Engineering Co. Pvt. Ltd.

25248 0.25 01-04-14

04-04-14 -555 Transfer 24693 0.25

24693 0.25 31-03-15 24693 0.25

12 Lalitha Krishnan 24750 0.25 01-04-14 0 Nil movement during the year

24750 0.25 31-03-15 24750 0.25

13 Dinero Wealth Advisors Pvt. Ltd.

22323 0.22 01-04-14

13-03-15 4187 Transfer 26510 0.27

20-03-15 7516 Transfer 34026 0.34

34026 0.34 31-03-15 34026 0.34

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

Annual Report 2014-15 19

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Shareholding Cumulative Shareholding during the year (01-04-14

to 31-03-15)

Sl. No.

Name No. of Shares at the beginning (01-04-14) /

end of the year (31-03-15)

% of total shares of the

Company

Date Increase / Decrease in

shareholding

Reason No. of Shares

% of total shares of the

Company

A Directors:

1 Mr. Mohit Jain, Chairman & Managing Director

170725 1.71 01-04-14 0 Nil movement during the year

170725 1.71 31-03-15 170725 1.71

2 Mr. Rohan Jain, Dy. Managing Director

19200 0.19 01-04-14 0 Nil movement during the year

19200 0.19 31-03-15 19200 0.19

3 Mr. Sarat Chandra Nanda, Independent Director

2700 0.03 01-04-14

07-04-14 100 Transfer 2800 0.03

2800 0.03 31-03-15 2800 0.03

4 Mr. Pradeep Dinodia, Independent Director

10200 0.10 01-04-14 0 Nil movement during the year

10200 0.10 31-03-15 10200 0.10

5 Mr. Mohit Satyanand, Independent Director

71647 0.72 01-04-14 0 Nil movement during the year

71647 0.72 31-03-15 71647 0.72

6 Mr. Sandeep Singhal, Director

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

7 Ms. Hiroo Mirchandani*, Additional Director (Independent)

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

B Key Managerial Personnel (KMP’s):

8 Mr. Rajiv Bhambri**, Chief Financial Officer

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

9 Mr. Davinder Dogra***, Chief Financial Officer

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

10 Mr. Nand Kishore Arora**, Company Secretary

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

11 Mr. Parvinder Singh Arora***, Company Secretary

0 0 01-04-14 0 Nil Holding / movement

during the year

0 0 31-03-15 0 0

* Ms. Hiroo Mirchandani was appointed on 30th March, 2015

** Mr. Rajiv Bhambri, CFO held office upto 30.09.2014 and Mr. N.K. Arora, Company Secretary held office upto 20.01.2015

*** Mr. Davinder Dogra, appointed as CFO w.e.f. 02.03.2015 and Mr. P. S. Arora, appointed as Company Secretary w.e.f. 22.01.2015

v) Shareholding of Directors and Key Managerial Personnel:

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

20 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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

(H in Lakhs)

Secured Loansexcluding deposits

unsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 4544.67 81.43 681.12 5307.22

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 46.52 51.81 98.33

Total (i+ii+iii) 4591.19 81.43 732.93 5405.55

Change in Indebtedness during the financial year

• Addition 1883.04 38.45 0 1921.49

• Reduction 1481.87 63.12 647.83 2192.81

Net Change 401.17 (24.67) (647.83) (271.32)

Indebtedness at the end of the financial year

i) Principal Amount 4945.85 56.76 27.37 5029.98

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 33.31 0 5.92 39.23

Total (i+ii+iii) 4979.16 56.76 33.29 5069.21

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

Name of MD/WTD/Manager

Sl. No.

Particulars of Remuneration Mr. Mohit JainManaging Director

Mr. Rohan JainDy. Managing

Director

TotalAmount

1 Gross salary

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

15,00,000 26,40,000 41,40,000

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

12,74,784 12,88,101 25,62,885

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

0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission

- as % of profit 50,00,000 51,00,000 1,01,00,000

- others, specify… 0 0 0

5 Others, please specify 0 0 0

Total (A) 77,74,784 90,28,101 1,68,02,885

Ceiling as per the Act 1,88,83,931

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

Annual Report 2014-15 21

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B. Remuneration to other Directors:

Sl. No.

Particulars of Remuneration Name of Directors

Independent Directors Mr. Pradeep Dinodia

Mr. Sarat Chandra Nanda

Mr. Mohit Satyanand

Ms. Hiroo Mirchandani

TotalAmount

• Fee for attending board / committee meetings

5,50,000 6,00,000 10,00,000 - 21,50,000

• Commission - - - - -

• Others, please specify - - - - -

Total (1) 5,50,000 6,00,000 10,00,000 - 21,50,000

Other Non-Executive Directors Mr. Sandeep Singhal

• Fee for attending board / committee meetings

- - - - -

• Commission - - - - -

• Others, please specify - - - - -

Total (2) - - - - -

Total (B)=(1+2) 5,50,000 6,00,000 10,00,000 - 21,50,000

Total Managerial Remuneration 1,68,02,885

Overall Ceiling as per the Act 2,07,72,324

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

Sl. No.

Particulars of Remuneration Key Managerial Personnel

*Mr. Rajiv BhambriC.F.O.

**Mr. Davinder

DograC.F.O.

*Mr. N.K.Arora

Company Secretary

**Mr. P. S. Arora

Company Secretary

Total

1 Gross salary

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

30,55,332 3,32,291 1,80,000 4,90,742 40,58,365

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

19,800 Nil Nil Nil 19,800

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

Nil Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil Nil

4 Commission Nil Nil Nil Nil Nil

- as % of profit

- others, specify…

5 Others, please specify Nil Nil Nil Nil Nil

Total 30,75,132 3,32,291 1,80,000 4,90,742 40,78,165

* Mr. Rajiv Bhambri, CFO held office upto 30th September, 2014 and Mr. N.K. Arora, Company Secretary held office upto 20th January, 2015

** Mr. Davinder Dogra, appointed as CFO w.e.f. 2nd March, 2015 and Mr. P. S. Arora, appointed as Company Secretary w.e.f. 22nd January, 2015

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

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VII. Penalties / Punishment/ Compounding of Offences:

Type Section of the Companies Act BriefDescription

Details of Penalty /

Punishment/Compounding fees imposed

Authority [RD /NCLT/

COuRT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers In Default

Penalty

Punishment

Compounding

NIL

ANNEXURE - 5 TO DIRECTORS’ REPORT (CONTD..)

Annual Report 2014-15 23

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ANNEXURE - 6A TO DIRECTORS’ REPORT

Details Pertaining to Remuneration as Required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial

year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.

Name of Director / KMP and Designation

Remuneration of Director /KMP for

financial year 2014-15 (J in

Lakhs)

% increase in Remuneration in the Financial Year 2014-15

Ratio of Remuneration of each

Director/to median remuneration of

employees

Comparison of the Remuneration of the KMP

against the performance of the Company

1 Mr. Mohit Jain, Chairman and

Managing Director

79.55 103.05% 36.14 Profit before Tax increased

by 75.23% and Profit After

Tax increased by 55.07% in

financial year 2014-152 Mr. Rohan Jain, Deputy Managing

Director

93.45 73.08% 42.46

3 Mr. Pradeep Dinodia, Independent

Director

5.50 150.00% 2.5

Not Applicable

4 Mr. Sarat Chandra Nanda,

Independent Director

6.00 233.33% 2.73

5 Mr. Mohit Satyanand,

Independent Director

10.00 354.55% 4.54

6 Mr. Sandeep Singhal, Non-

Executive Director

- N.A. Nil

7 Ms. Hiroo Mirchnadani,

Independent Director

- N.A. Nil

8 Mr. Rajiv Bhambri, Chief Financial

Officer

16.25 * Not Applicable

Profit before Tax increased

by 75.23% and Profit After

Tax increased by 55.07% in

financial year 2014-15

9 Mr. Davinder Dogra, Chief

Financial Officer

3.83 ** Not Applicable

10 Mr. Nand Kishore Arora, Company

Secretary

1.80 # Not Applicable

11 Mr. Parvinder Singh Arora,

Company Secretary

5.91 ## Not Applicable

* Details not given as Mr. Rajiv Bhambri was CFO only for part of the financial year 2014-15 i.e. upto 30th September, 2014

** Details not given as Mr. Davinder Dogra was CFO only for part of the financial year 2014-15 i.e. w.e.f. 2nd March, 2015

# Details not given as Mr. Nand Kishore Arora was Company Secretary only for part of the financial year 2014-15 i.e. upto 20th January, 2015

## Details not given as Mr. Parvinder Singh Arora was Company Secretary only for part of the financial year 2014-15 i.e. w.e.f. 22nd January, 2015

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(ii) The median remuneration of employees of the Company during the financial year was H 2.20 lakhs;

(iii) In the financial year, there was an increase of 12.95% in the median remuneration of employees;

(iv) There were 452 permanent employees on the rolls of Company as on 31st March, 2015;

(v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended 31st March, 2015 increased by 75.23% whereas the increase in median remuneration was 12.95%. The average increase in median remuneration was in line with the performance of the Company;

(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel increased by 66.13% from H 120.89 Lakhs in 2013-14 to H 200.83 Lakhs in 2014-15 whereas the Profit before Tax increased by 75.23% to H 1101 Lakhs in 2014-15 (H 710 Lakhs in 2013-14);

vii) a) Variations in the market capitalisation of the Company : The market capitalisation as on 31st March, 2015 was H 335.36 Crores (H 308.30 Crores as on 31st March, 2014).

b) Price Earnings ratio of the Company was 30.45 as at 31st March, 2015 and was 43.42 as at 31st March, 2014.

c) Percent increase over/ decrease in the market

quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The Company had come out with initial public Issue in 1995. An amount of H 1,000/- invested in the said Public Issue would be worth H 33,530/- as on 31st March, 2015 indicating a Compounded Annual Growth Rate of 19.20%. This is excluding the dividend accrued thereon;

(viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 17.91% whereas the increase in the managerial remuneration for the same financial year was 85.70%;

(ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees;

(x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: There was one employee (employed during the year) who was drawing 27.85% in excess of salary drawn by highest paid director; and

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

ANNEXURE - 6A TO DIRECTORS’ REPORT (CONTD...)

Annual Report 2014-15 25

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Sl. No.

Name Designation Remu-neration

Qualifications Experi-ence (In

years)

Date of commencement of employment

Age Last employment

Percentage of equity

shares held

Relationship with

Directors

1 Jain Mohit Chairman & Managing Director

79,54,788 B.A. Honours (Economics)

40 17.03.1993 60 The Delhi Flour Mills Co. Limited

1.71 Father of Mr. Rohan Jain, Dy.

Managing Director

2 Jain Rohan Dy. Managing Director

93,44,905 B.Sc. (Economics)

10 01.06.2009 32 The Delhi Flour Mills Co. Limited

0.19 Son of Mr. Mohit Jain, Chairman & Managing Director

3 Khurana Shailesh Kumar *

Chief Operating

Officer

30,93,665 MBA 20 26.12.2014 44 Godfrey Phillips India

Limited

NIL N.A.

4 Raina Rajiv Executive Director

86,14,893 MBA 31 01.09.1995 55 The Delhi Flour Mills Co. Limited

Nil N.A.

* Mr. Shailesh Kumar Khurana had joined the Company w.e.f. 26th December, 2014Note : Employment of all the above mentioned persons is contractual in nature.

ANNEXURE - 6B TO DIRECTORS’ REPORT

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

For and on behalf of the Board

Place: Delhi (Mohit Jain)Date : 29th June 2015 Chairman & Managing Director

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REPORT ON CORPORATE GOVERNANCE 1. Company’s Philosophy on Corporate Governance Corporate Governance is a set of systems and practices for the ethical conduct of business of the company. It ensures accountability, transparency, equity and commitment to values to meet its stakeholder’s aspirations.

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

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

We are committed to continuously strengthen Corporate Governance practices.

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

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

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

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

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

• Development of business strategy

• Operational review and control

• Risk assessment

• Legal compliance

• Code of Conduct

• Code of Conduct for prohibition of insider trading

• Vigil mechanism / whistle blower policy

• Policy on related party transactions

• Corporate Social Responsibility policy

• Policies for selection of Directors and determining Directors independence

• Remuneration policies for Directors, key managerial personnel and other employees

• Policies for shareholders communication

Annual Report 2014-15 27

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The composition of the Board as on 31st March, 2015 is as follows:

Name of Director Category Directorship in other

Companies

Chairmanship/ Membership in specified

Committees#

Mr. Mohit Jain, Chairman & Managing Director Promoter & Executive Director 4 1

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

Mr. Pradeep Dinodia Non-Executive Independent Director 6 6

Mr. S.C. Nanda Non-Executive Independent Director 3 1

Mr. Mohit Satyanand Non-Executive Independent Director 6 1

Mr. Sandeep Singhal Non-Executive Director 6 -

Ms. Hiroo Mirchandani** Non-Executive Independent Director 5 3

# In accordance with clause 49 of the listing agreement membership/ chairmanship of only Audit Committee and Stakeholders’ Relationship Committee in all Public Limited Companies (excluding DFM Foods Limited) have been considered.

* Mr. Rohan Jain, Executive Director was re-designated as Deputy Managing Director w.e.f. 22nd January, 2015. ** Ms. Hiroo Mirchandani was appointed as an Additional Independent Director of the Company w.e.f. 30th March, 2015.

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

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

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

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

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

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

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

The Board consists of 7 Directors of whom 2 are Whole-time Directors.

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

The information regularly provided to the Board includes:1. Annual operating plans and budgets and any updates.

2. Capital budgets and any updates.

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

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

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

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

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

8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.

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

10. Details of any joint venture or collaboration agreement.

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

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

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

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

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

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

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

Number of Board Meetings held, the dates on which held and attendance thereat5 Board meetings were held during the year 2014-15 on 12th

May, 2014, 31st July, 2014, 14th November, 2014, 22nd January, 2015 and 30th March, 2015.

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

Name of Director No. of Board meetings attended

Attendance at the last

A.G.M.

Mr. Mohit Jain 5 Yes

Mr. Rohan Jain 5 Yes

Mr. Pradeep Dinodia 4 Yes

Mr. S.C. Nanda 5 Yes

Mr. Mohit Satyanand 5 Yes

Mr. Sandeep Singhal 2 No

Ms. Hiroo Mirchandani - N.A.*

* Appointed as an Additional Director (Independent) w.e.f. 30th

March, 2015

Re-appointment of DirectorMr. Sandeep Singhal shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The details and profile of Mr. Sandeep Singhal seeking reappointment are furnished in this report.

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

(i) Audit CommitteeComposition: The Audit Committee of the Board comprises three independent directors namely Mr. Pradeep Dinodia (Chairman), Mr. S.C. Nanda and Mr. Mohit Satyanand.

Terms of Reference: The terms of reference of this Committee cover the matters specified for it under the Clause 49 of the Listing Agreement with Stock Exchange and Section 177 of the Companies Act, 2013 read with rules made thereunder:

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

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

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

Role of the Audit CommitteeThe role of the Audit Committee are broadly as follows:

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

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

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

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

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

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

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

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

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

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

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

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

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

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

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

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

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

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

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

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

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15. Scrutiny of inter-corporate loans and investments.

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

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

18. To provide adequate safeguards against victimisation of employees / directors who avail of the vigil mechanism.

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

Apart from above, the Committee also reviews other matters as may be required to be reviewed by the Audit Committee under the Listing Agreement and other laws, rules and regulations.

Meetings and attendance thereat4 meetings of the Audit Committee were held during the year 2014-15 on 12th May, 2014, 31st July, 2014, 14th November, 2014 and 22nd January, 2015.

Attendance details

Name of Director No. of meetings attended

Mr. Pradeep Dinodia 3

Mr. S.C. Nanda 4

Mr. Mohit Satyanand 4

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

(ii) Banking & Finance CommitteeComposition: The Banking & Finance Committee of the Board comprises of Mr. Mohit Jain (Chairman) and Mr. Rohan Jain.

Terms of Reference: 1. Review and approve banking arrangements and cash

managements.

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

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

4. Delegate authorities to the authorised persons to implement the decisions of the Committee.

Meetings and attendance thereat4 meetings of the Banking & Finance Committee were held during the year 2014-15 on 30th May, 2014, 29th July, 2014, 5th November, 2014 and 17th January, 2015.

Attendance details

Name of the Committee Member No. of meetings attended

Mr. Mohit Jain 4

Mr. Rohan Jain 4

(iii) Nomination & Remuneration Committee

Reconstitution:The remuneration Committee of the Company was renamed as Nomination & Remuneration Committee in the Board Meeting dated 12th May, 2014. The Committee was reconstituted in the Board meeting held on 14th November, 2014.

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

Terms of Reference: 1. Identification of persons who are qualified to become

directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

2. Formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees, ensuring that

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

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

(c) the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

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

Meetings and attendance thereat4 meetings of the Nomination & Remuneration Committee were held during the year 2014-15 on 12th May, 2014, 14th November, 2014, 22nd January, 2015 and 30th March, 2015.

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Attendance details

Name of the Committee Member No. of meetings attended

Mr. Mohit Satyanand 4

Mr. Pradeep Dinodia 3

Mr. Sandeep Singhal 2

Mr. Mohit Jain* 3

* co-opted as member of the Committee w.e.f. 14th November, 2014

(iv) Stakeholders’ Relationship CommitteeShareholders & Investors Grievance Committee of the Company was renamed as Stakeholders’ Relationship Committee in the Board meeting dated 12th May, 2014.

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

Terms of Reference: 1. Redressal of the shareholders / Investors complaints in

respect of any matter.

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

Meetings and attendance thereat4 meetings of the Stakeholders’ Relationship Committee were held during the year 2014-15 on 30th May, 2014, 29th July, 2014, 5th November, 2014 and 17th January, 2015.

Attendance details

Name of the Committee Member No. of meetings attended

Mr. Mohit Satyanand 4

Mr. Mohit Jain 4

Investor Grievance Redressal:During the year 2014-15, the Company did not receive any complaint from investor. No request for share transfers received during the year was pending beyond the normal service time of a fortnight from the date of receipt of duly completed documents required to effect the transfer.

(v) Corporate Social Responsibility CommitteeIn compliance of the provisions of section 135 of Companies Act, 2013 and rules made thereunder, Corporate Social Responsibility Committee (CSR) was formed in the Board meeting held on 12th May, 2014.

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

Mohit Satyanand and Mr. S C Nanda.

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

1. Formulating a CSR policy as per Schedule VII and recommending the same to the Board;

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

3. Monitoring the CSR policy of the Company.

Meetings and Attendance thereat 2 meetings of the Corporate Social Responsibility Committee were held during the year 2014-15 on 15th November, 2014 and 17th March, 2015.

Attendance details

Name of the Committee Member No. of meetings attended

Mr. Mohit Jain 2

Mr. Mohit Satyanand 2

Mr. S C Nanda 2

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

Apart from the above a meeting of Independent Directors was held on 20th March, 2015 in which Mr. Pradeep Dinodia, Mr. S C Nanda and Mr. Mohit Satyanand were present.

Directors’ RemunerationRemuneration policyThe Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure 2 to the Directors’ Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.

The Company’s remuneration policy is directed towards rewarding achievements based on review of individual and corporate performance periodically. The remuneration policy is in consonance with the existing industry practice.

Details of remuneration and other terms of appointment of Directors:Non Executive Directors are being paid sitting fee only within the limits prescribed under the Companies Act, 2013.

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Details of remuneration paid to the Directors during the year 2014-15:(H in Lakhs)

Salary, allowances & perquisites

Commission Sitting fee for attending Board/ Committee meetings

Whole Time Directors

Mr. Mohit Jain 29.55 50.00 -

Mr. Rohan Jain 42.45 51.00 -

Non-Executive Directors

Mr. Pradeep Dinodia - - 5.50

Mr. S.C. Nanda - - 6.00

Mr. Mohit Satyanand - - 10.00

Mr. Sandeep Singhal - - -

Ms. Hiroo Mirchandani - - -

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

period of 5 years.

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

c) The Company does not have any direct pecuniary relationship/transaction with any of its Non-executive Directors. However, a sum of H 3 Lakhs has been paid to S.R. Dinodia & Co. LLP in which Mr. Pradeep Dinodia is a Partner and H 5 Lakhs to Magic Mountain Retreat Private Ltd. in which Mr. Mohit Satyanand is a Director towards fees for legal services and management consultancy services respectively during the financial year 2014-15. The above payments do not affect independence of either Mr. Pradeep Dinodia or Mr. Mohit Satyanand as the same are not material.

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

All Board members and senior management personnel have confirmed compliance with the Code for the year 2014-15. A declaration to this effect signed by the Managing Director of the Company is provided elsewhere in the Annual Report.

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

Annual Report 2014-15 33

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

A. Annual General Meeting:

Date of A.G.M. Time Venue Special Resolution

1st August, 2012 10.00 A.M. Airforce Auditorium, Subroto Park, New Delhi 110010

- Continuation of payment of remuneration to Mr. Mohit Jain, Managing Director for the remaining tenure of his appointment

- Continuation of payment of remuneration to Mr. Rohan Jain, Executive Director for the remaining tenure of his appointment

1st August, 2013 10.00 A.M. -Do- NIL

31st July, 2014 10.00 A.M. -Do- - Appointment of Mr. Mohit Jain as Managing Director for a period of five years

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

- Authorisation to borrow money upto H 300 Crores.

- Authorisation to issue Employee Stock Options under ESOP

B. Extra Ordinary General Meeting:There was no Extra Ordinary General Meeting held during the financial year 2014-15.

C. Special Resolution(s) passed through Postal BallotDuring the year, the members of the Company have authorised the Board to create Charge/ Mortgage on Movable and Immovable properties of the Company by passing a Special Resolution through postal ballot effective 30th December, 2014.

The Board had appointed Mr. Pradeep Debnath (FCS-6654) of M/s. Pradeep Debnath & Co., Practicing Company Secretaries as the Scrutiniser to conduct the postal ballot voting process in a fair and transparent manner.

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The details of the voting pattern in respect of the Special Resolution passed to authorise the Board to create Charge/ Mortgage on Movable and Immovable properties of the Company was as under:

Promoter / Public

No. of Shares held

No. of votes polled

% of votes polled on

outstanding shares

No. of votes in favour

No. of votes against

% of votes in favour on votes polled

% of votes against on

votes polled

[1] [2] [3]=[(2)/(1)]*100

[4] [5] [6]= [(4)/ (2)]* 100

[7]= [(5) /(2)]* 100

Promoter and Promoter Group

4418870 4418870 100 4418870 NIL 100 NIL

Public – Institutional holders

996366 - - - - - -

Public -others 4586440 1368577 29.84 1368177 400 99.97 0.03

Total 10001676 5787447 57.86 5787047 400 99.99 0.01

4. Disclosures

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

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

Attention is drawn to the disclosure of related party transactions set out in Note 34 to the financial statements.

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

There has been no instance of non-compliance by the Company on any matter related to capital markets during the last 3 years. However, during 2012-13, SEBI issued a show cause notice citing denial by the BSE of the receipt of disclosure sent to it by the Company regarding share transactions by a Director and imposed a penalty of H 0.50 Lakh, which had been paid.

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

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

There is no immediate proposal for passing any resolution through Postal Ballot. None of the businesses proposed to be transacted at the ensuing Annual General Meeting require passing a resolution through Postal Ballot.

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5. Adoption of Mandatory and Non-Mandatory Requirements The Company has complied with all mandatory requirements and has adopted following non-mandatory requirements of Clause 49.

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

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

Reporting of Internal AuditorsThe Internal Auditor directly reports to the Audit Committee.

Audit QualificationThe Company is in the regime of unqualified financial statements.

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

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

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

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

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

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

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

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

(f) BSE Corporate Compliance & Listing Centre (LISTING

CENTRE): The Listing Centre of BSE is a web based application designed by BSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases etc. are also filed electronically on the Listing Centre.

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

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

Annual General MeetingDay FridayDate 7th August, 2015Time 10.00 A.M.Venue Airforce Auditorium, Subrato Park, New Delhi – 110 010Financial Calendar (tentative)Financial Year : 1st April, 2015 to 31st March, 2016

Results for the quarter ending:30th June, 2015 – First week of August, 2015

30th September, 2015 – First week of November, 2015

31st December, 2015 – First week of February, 2016

31st March, 2016 – Third week of May, 2016

Annual General Meeting – August, 2016

Date of Book ClosureSaturday, 25th July, 2015 to Friday, 7th August, 2015 (both days inclusive)

Dividend PaymentCredit /dispatch between 8th August, 2015 and 17th August, 2015 subject to the approval of shareholders

Listing on Stock ExchangeBSE Limited (BSE),Phiroze Jeejeebhoy Towers, Dalal Street, FortMumbai - 400 001Scrip Code : 519588ISIN : INE456C01012

Payment of Listing Fees: Annual listing fee for the year 2015-16 (as applicable) has been paid by the Company to BSE.

Payment of Depository Fees: Annual custody / Issuer fee for the year 2015-16 to NSDL and CDSL will be paid once their invoices are received.

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

BSE Monthly High and Lows

Month High (J) Low (J)

April ‘14 338.40 295.00

May ‘14 321.00 228.25

June ‘14 275.25 227.00

July ‘14 320.00 240.00

August ‘14 307.00 260.15

September ‘14 390.00 284.00

October ‘14 360.00 306.50

November ‘14 354.95 282.10

December ‘14 327.30 270.00

January ‘15 377.10 274.05

February ‘15 413.70 319.00

March ‘15 425.00 298.00

Stock performance vis-a-vis BSE Sensex

Com

pany

’s s

hare

pri

ce (

J)

Apr ‘14 May ‘14 Jun ‘14 Jul ‘14 Aug ‘14 Sep ‘14 Oct ‘14 Nov ‘14 Dec ‘14 Jan ‘15 Feb ‘15 Mar ‘15

BSE

Sens

ex

0.00

5000.00

10000.00

15000.00

20000.00

25000.00

30000.00

35000.00

0.00

50.00

100.00

150.00

200.00

250.00

300.00

350.00

400.00

DFM Foods share price BSE Sensex

Annual Report 2014-15 37

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Registrar and Transfer Agent : M/s. MCS Share Transfer Agent Ltd. (w.e.f. 1st June, 2015), F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

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

Distribution of shareholding as on 31st March, 2015

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

From To

0 500 6017 602350 6.02

501 1000 96 79850 0.80

1001 2000 64 101383 1.01

2001 3000 33 83324 0.83

3001 4000 19 65406 0.65

4001 5000 11 48770 0.49

5001 10000 28 195472 1.95

10001 and above 36 8825121 88.24

Total 6304 10001676 100.00

Shareholding pattern as on 31st March, 2015

Sl. No. Category No of shares held %

1 Shareholding of Promoter and Promoter Group 4418870 44.18

2 Public shareholding

A Institutions

(a) Mutual Funds 700 0.01

(b) Foreign Institutional Investor 995166 9.95

Sub-Total (A) 996366 9.96

B Non-institutions

(a) Bodies Corporates 126464 1.26

(b) Individuals 2921991 29.22

(c) NRIs 43234 0.43

(d) Foreign Companies 1495251 14.95

Sub-Total (B) 4586940 45.86

GRAND TOTAL 10001676 100.00

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Dematerialisation of shares and : As on 31st March, 2015, 95.2% of the total paid-up equity shares of the Company have liquidity been dematerialised by the shareholders.

The number of beneficiaries as on 31st March, 2015 is 6304.

During the year 5.88 Lakhs shares were traded on Bombay Stock Exchange with a total value of H 18.26 Crores.

Outstanding GDRs/ADRs/ : None issued/ outstandingwarrants or any convertible instruments, Conversion date and likely impact on equity

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

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

Address for correspondence : Shareholders correspondence may be addressed to: 1. M/s. MCS Share Transfer Agent Ltd. (w.e.f. 1st June, 2015) F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

2. The Company Secretary DFM Foods Ltd. 8377, Roshanara Road, Delhi-110007

Transfer of unclaimed amounts to Investor and Education Protection Fund The investors are advised to claim the un-encashed dividends lying in the unpaid dividend account of the company as indicated in the Notes to the Notice and the matured deposits before the same become due for crediting to the Investor Education and Protection Fund.

8. Compliance Certificate of the AuditorsCertificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to the Directors’ Report forming part of the Annual Report.

9. CEO and CFO CertificationThe Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49. They also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

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

Mr. Mohit Jain is a promoter Director of the Company and the Chairman & Managing Director of the promoter Company The Delhi Flour Mills Co. Ltd. He joined The Delhi Flour Mills Co.

Ltd. in 1975 and has been involved in the flour milling industry since then. He had the pivotal role in establishing the snack food division of the Company in 1984 and has been involved in its development since then. He has intimate knowledge of both the flour milling and snack food industry.

Other Directorships:

Sl. No.

Name of the Company Designation

1. The Delhi Flour Mills Co. Ltd Chairman & Managing Director

2. DFM Agro Ltd Director

3. Jain Farms and Industries Pvt. Ltd Director

4. Ravi Mohit Enterprises Pvt. Ltd Director

Membership of specified Committees:

Sl. No.

Name of the Company

Name of the Committee

Designation

1. The Delhi Flour Mills Co. Limited

Audit Committee Member*

* Upto 29th January, 2015

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

Shareholding:He holds 1,70,725 shares of the Company as on 31st March, 2015.

Mr. Rohan Jain, Dy. Managing DirectorMr. Rohan Jain is the Dy. Managing Director of DFM Foods Ltd. He graduated with B.Sc. in Economics with concentration in Finance from the Wharton School, University of Pennsylvania, U.S.A. in May, 2005.

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

He has been the Executive Director of the Company since 1st

June, 2009 and was re-designated as Dy. Managing Director w.e.f. 22nd January, 2015.

Other Directorships: Sl. No.

Name of the Company Designation

1. DFM Agro Ltd Director

2. Jain Farms and Industries Private Limited

Additional Director*

* Appointed as an Additional Director w.e.f. 27th November, 2014.

Membership of specified Committees:- NIL -

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

Shareholding:He holds 19,200 shares of the Company as on 31st March, 2015.

Mr. Pradeep Dinodia, Non-Executive Independent DirectorMr. Pradeep Dinodia is a leading Chartered Accountant and taxation expert. He is practicing as a partner of S.R. Dinodia & Co. LLP, a Chartered Accountant firm in New Delhi. He has been associated with the Federation of Indian Chambers of

Commerce & Industry (FICCI), New Delhi, Institute of Chartered Accountants of India and International Fiscal Association, India Chapter in various capacities.

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

Other Directorships:

Sl. No.

Name of the Company Designation

1. Shriram Pistons & Rings Ltd. Chairman/Director

2. DCM Shriram Ltd. Director

3. Hero MotoCorp Ltd. Director

4. Hero Corporate Services (P) Ltd. Director

5. SPR International Auto Exports Ltd. Director

6. JK Lakshmi Cement Ltd. Director

Membership of specified Committees:

Sl. No.

Name of the Company

Name of the Committee

Designation

1. DCM Shriram Ltd.

Stakeholders’ Relationship Committee

Chairman

Audit Committee

Member

2. Hero MotoCorp Ltd.

Audit Committee

Chairman

3. Hero Corporate Services (P) Ltd.

Audit Committee

Chairman

4. Shriram Pistons & Rings Ltd.

Audit Committee

Member

Stakeholders’ Relationship Committee

Member

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

Shareholding:He holds 12,700 shares of the Company as on 31st March, 2015.

Mr. S.C. Nanda, Non-Executive Independent DirectorMr. S.C. Nanda is a renowned Advocate with more than 37 years of legal experience. In 1977, he joined Khaitan & Co., a renowned Solicitors Firm in Delhi and during his tenure

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handled the litigation work in the various High Courts and the Supreme Court. Subsequently he started doing more of non-litigation work including drafting of document, deeds, Foreign Collaborations, international business transaction, conveyancing etc.

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

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

Other Directorships:

Sl. No.

Name of the Company Designation

1. Samniti Corporate Consultants Pvt. Ltd.

Director

2. Achilles Retail Ventures Pvt. Ltd. Director

3. The Delhi Flour Mills Co. Ltd. Director

Membership of specified Committees:

Sl. No.

Name of the Company

Name of the Committee

Designation

1. The Delhi Flour Mills Co. Ltd

Audit Committee Member

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

Shareholding:He holds 2,800 shares of the Company as on 31st March, 2015.

Mr. Mohit Satyanand, Non-Executive Independent DirectorMr. Mohit Satyanand is a management Consultant. He started his career with Hindustan Lever Ltd. in 1977 and served them as an Area Sales Manager (Foods) till 1981. Then he joined The Delhi Flour Mills Co. Ltd., where he was instrumental in establishing the present snack food business of the Company. Subsequently, he set up and ran an event management company Team Work Films Pvt. Ltd. He was a key member of the team responsible for the success of UNCLE CHIPS. He is a promoter Director of Inlingua School of Language, New Delhi, for language training.

He has an extensive knowledge in sales and marketing of consumer goods including the snack food market.

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

Other Directorships:

Sl. No.

Name of the Company Designation

1. Team Work Films Pvt. Ltd. Chairman

2. Amrit Learning Ltd. Director

3. Amrit Corp. Ltd. Director

4. Amrit Banaspati Company Ltd. Director

5. Magic Mountain Retreat Pvt. Ltd. Director

6. Teamwork Arts Pvt. Ltd. Director

Membership of specified Committees:

Sl. No.

Name of the Company

Name of the Committee

Designation

1. Amrit Corp. Ltd. Audit Committee Member

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

Shareholding:He holds 71,647 shares of the Company as on 31st March, 2015.

Mr. Sandeep Singhal, Non-Executive DirectorMr. Sandeep Singhal is a co-founder and Managing Director of WestBridge Capital India Advisors Pvt. Ltd. He has vast venture capital and private equity investing experience in India.

He was a Co-Founder and Managing Director of Sequoia Capital India. Earlier, he worked at the Boston Consulting Group (BCG) where he advised several mid-market Indian Companies on their product and marketing strategies. Prior to BCG he had worked with Hindustan Lever Ltd. where he was instrumental in eleven product launches targeting Indian consumer segments that contributed significantly to the Company’s business.

He has an MBA from IIM Ahmedabad, an MS in molecular simulation from the University of Illinois, and a B. Tech. in Chemical Engineering from IIT Delhi.

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

Other Directorships:

Sl. No.

Name of the Company Designation

1. Dr. Lal Pathlabs Pvt. Ltd. Nominee Director

2. Nazara Technologies Pvt. Ltd. Nominee Director

3. People Interactive (India) Pvt. Ltd. Nominee Director

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Membership of specified Committees:- NIL -

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

Shareholding:He holds NIL shares of the Company as on 31st March, 2015.

Ms. Hiroo Mirchandani, Non-Executive Independent DirectorMs. Hiroo Mirchandani has more than 30 years of industry experience in diverse sectors with focus with consumer goods and healthcare. She was Executive Committee member and Business Unit Director at Pfizer and has held sales and marketing roles at Dabur, World Gold Council and Asian Paints.

She has been on the governing body of two Delhi University colleges and Spring Dales school. She has also served on the Advisory panel of the Central Board of Film Certification (Censor Board). She has been a speaker at several events.

She is a Chevening Gurukul Scholar and has studied leadership and globalisation at London School of Economics. She holds an MBA in Marketing and Finance from the Faculty of Management Studies, Delhi.

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

Other Directorships:

Sl. No.

Name of the Company Designation

1. Nilkamal Ltd Additional Director

2. Premium Transmission Ltd. Additional Director

3. Tata Teleservices (Maharashtra) Ltd

Additional Director

4. Tata Communications Payment Solutions Ltd.

Additional Director

5. Religare Health Insurance Co. Ltd. Additional Director

Membership of specified Committees:

Sl. No.

Name of the Company

Name of the Committee

Designation

1. Tata Communication Payment Solutions Limited

Audit Committee Chairperson

2. Tata Teleservices (Maharashtra) Limited

Audit Committee Member

3. Religare Health Insurance Co. Ltd.

Audit Committee Member

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

Shareholding:She holds NIL shares of the Company as on 31st March, 2015.

Sl. No.

Name of the Company Designation

4. Carzonrent (India) Pvt. Ltd. Nominee Director

5. WestBridge Capital India Advisors Pvt. Ltd.

Managing Director

6. Kajaria Ceramics Ltd. Director

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Declaration by the Managing Director

It is hereby declared that all the Board members and senior management personnel have complied with the Code of conduct laid down by the Board under clause 49 of the Listing Agreement.

Further, they have affirmed compliance with the said code of conduct as on 31st March, 2015.

Place: Delhi Mohit JainDate : 29th June, 2015 Managing Director

CEO / CFO Certification

As required under sub clause IX of Clause 49 of the Listing Agreement with the Stock Exchange, we have certified to the Board that for the Financial Year ended 31st March, 2015, the Company has complied with the requirements of the said sub-clause.

Place: Delhi Davinder Dogra Mohit Jain Date : 29th June, 2015 Chief Financial Officer Managing Director

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Auditors’ Certificate

To the Members of DFM Foods Ltd.

1. We have examined the compliance of conditions of Corporate Governance by DFM Foods Ltd. (“the Company”) for the year ended 31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange.

2. The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

4. 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.

For Deloitte Haskins & SellsChartered Accountants

ICAI Regn. No.015125N

Vijay AgarwalPlace : Gurgaon PartnerDate : 29th June, 2015 M. No. 094468

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FINANCIAl SECTION

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Independent Auditor’s Report

TO THE MEMBERS OF DFM FOODS LTD

Report on the Financial StatementsWe have audited the accompanying financial statements of DFM Foods Ltd (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

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Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government in terms of

Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards 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 as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f. 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 financial position in its financial statements - Refer Note 30 and 31 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses – Refer Note 40 to the financial statements;

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

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

Vijay Agarwal(Partner)(Membership No. 094468)

Gurgaon, 21st May, 2015

Annual Report 2014-15 47

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Annexure to the Auditors’ Report

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

Having regard to the nature of the Company’s business / activities / results during the year, clauses (vi) of paragraph 3 of the Order are not applicable to the Company.

(i) In respect of its fixed assets:

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

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

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods. There is no sale of services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act.

(vi) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Excise Duty, Wealth Tax, Service Tax, Customs Duty and Cess which have not been deposited as on 31st March, 2015 on account of disputes. Detail of dues of Sales Tax/Value Added Tax which have not been deposited as on 31st March, 2015 on account of dispute is given below:

Name of Statute Nature of the Dues

Forum where Dispute is Pending

Period to which the amount relates

Amount involved (H in Lakhs)

West Bengal Value Added Tax Act, 2003

Value Added Tax

Commissioner Commercial Tax Officer

(F.Y.) 2012-13 to 2014-15

358*

*The amount mentioned as per demand order including interest wherever indicated in the Order, also refer Note 31 to the financial statements.

48 DFM Foods Limited

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(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time.

(vii) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks. The Company has not issued any debentures.

(ix) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions.

(x) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

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

Vijay Agarwal(Partner)(Membership No. 094468)

Place: Gurgaon Date: 21st May, 2015

The following matter has been decided in favor of the Company, although the department has preferred appeal at higher level:

Name of Statute Nature of the Dues

Forum where Dispute is Pending

Period to which the amount relates

Amount involved (H in Lakhs)

Central Excise Act, 1944 Excise Duty Custom, Excise and Service Tax Appellate Tribunal

(F.Y.) 2007-08 to 2014-15

6,369#

# The amount mentioned as per demand order including interest wherever indicated in the Order, also refer Note 30(i) to the financial statements.

Annual Report 2014-15 49

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BAlANCE SHEET AS AT 31ST MARCH, 2015

(H in Lakhs)

Particulars Note No.

As at31st March, 2015

As at31st March, 2014

I. EQuITY AND LIABILITIES

1. Shareholders’ funds

(a) Share capital 3 1,000 1,000

(b) Reserves and surplus 4 3,573 2,773

4,573 3,773

2. Non-current liabilities

(a) Long-term borrowings 5 2,803 3,245

(b) Deferred tax liabilities (net) 6 749 648

(c) Other long-term liabilities 7 766 702

(d) Long-term provisions 8 87 41

4,405 4,636

3. Current liabilities

(a) Short-term borrowings 9 1,114 491

(b) Trade payables 10 1,434 1,315

(c) Other current liabilities 11 2,146 2,034

(d) Short-term provisions 12 507 410

5,201 4,250

Total 14,179 12,659

II. ASSETS

1. Non-current assets

(a) Fixed assets

(i) Tangible assets 13 8,818 9,082

(ii) Intangible assets 13 4 4

(iii) Capital work-in-progress 2 26

(b) Non-current investments 14 2 2

(c) Long-term loans and advances 15 254 139

(d) Other non-current assets 16 16 91

9,096 9,344

2. Current assets

(a) Current investments 17 3,079 1,400

(b) Inventories 18 1,825 1,491

(c) Trade receivables 19 3 1

(d) Cash and cash equivalents 20 86 226

(e) Short-term loans and advances 21 82 174

(f) Other current assets 22 8 23

5,083 3,315

Total 14,179 12,659

See accompanying notes forming part of the financial statements 1 - 42

For Deloitte Haskins & Sells For and on behalf of the Board of Directors Chartered Accountants Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing DirectorVijay Agarwal DIN 00079452 DIN 02644896 Partner Membership no: 094468 Rajiv Bhambri Parvinder Singh Arora Group Chief Financial Officer Company Secretary

Place : Gurgaon Place : Delhi Davinder DograDate : 21st May, 2015 Date : 21st May, 2015 Chief Financial Officer

50 DFM Foods Limited

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Particulars Note No.

Year ended31st March, 2015

Year ended31st March, 2014

1. Revenue from operations 23 28,925 26,325

2. Other income 24 215 388

3. Total revenue (1+2) 29,140 26,713

4. Expenses

a. Cost of materials consumed 25 17,605 16,532

b. Changes in inventories of finished goods 26 (53) (23)

c. Employee benefits expense 27 2,616 2,303

d. Finance costs 28 571 849

e. Depreciation and amortisation expense 13 591 579

f. Other expenses 29 5,660 5,249

Total expenses 26,990 25,489

5. Profit before corporate social responsibility expense, exceptional items and tax (3 - 4)

2,150 1,224

6. Corporate social responsibility expense 25 -

7. Exceptional items (Refer Note 31) 406 243

8. Profit before tax (5-6-7) 1,719 981

9. Tax expense:

a. Current tax expense 520 269

b. Excess provision of earlier year taxation (3) -

c. Add: MAT credit - 52

d. Deferred tax 101 (50)

Net tax expense 618 271

10. Profit for the year (8 - 9) 1,101 710

11. Earning/(loss) per equity share (face value J 10/- each)

a. Basic 33 11.01 7.10

b. Diluted 33 11.01 7.10

See accompanying notes forming part of the financial statements 1 - 42

STATEMENT OF PROFIT AND lOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(H in Lakhs)

For Deloitte Haskins & Sells For and on behalf of the Board of Directors Chartered Accountants Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing DirectorVijay Agarwal DIN 00079452 DIN 02644896 Partner Membership no: 094468 Rajiv Bhambri Parvinder Singh Arora Group Chief Financial Officer Company Secretary

Place : Gurgaon Place : Delhi Davinder DograDate : 21st May, 2015 Date : 21st May, 2015 Chief Financial Officer

Annual Report 2014-15 51

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Particulars Year ended31st March, 2015

Year ended31st March, 2014

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation 1,719 981

Adjustments for:

Depreciation and amortisation of fixed assets 591 822

(Profit)/Loss on sale of fixed assets (net) (1) 2

Income from investment (154) -

Interest income on loans and advances - (353)

Interest on bank deposits (12) (21)

Interest on borrowings 562 774

Net loss on foreign exchange fluctuation on transactions and translation - 46

Provision for commission to Directors 101 26

Provision for performance incentives 80 78

Operating profit before working capital changes 2,886 2,355

Adjustment for changes in working capital:

Increase / (Decrease) in trade payables 119 (328)

Increase / (Decrease) in short-term provisions (93) (27)

Increase / (Decrease) in long-term provisions 46 12

Increase / (Decrease) in other current liabilities 439 160

Increase / (Decrease) in other long term liabilities 64 109

(Increase) / Decrease in trade receivables (2) 3

(Increase) / Decrease in inventories (334) (211)

(Increase) / Decrease in Long-term loans and advances (4) (5)

(Increase) / Decrease in Short-term loans and advances 92 93

(Increase) / Decrease in other current assets 6 88

Cash generated from operations 3,219 2,249

Taxes paid (net of refunds) (596) (276)

Net cash flow from operating activities 2,623 1,973

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets including capital advances (net of capital creditors) (382) (206)

Proceeds from sale of fixed assets 29 10

Bank deposits not considered as cash and cash equivalents - matured 75 171

Bank balances not considered as cash and cash equivalents- Unpaid Dividend (5) (4)

Purchase of current investments (3,465) (1,400)

Sale proceeds of Investment 1,939 -

Loans realised from related party - 1,900

Interest received 21 386

Net cash flow from / (used in) investing activities (1,788) 857

CASH FlOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

(H in Lakhs)

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Particulars Year ended31st March, 2015

Year ended31st March, 2014

C. CASH FLOW FROM FINANCING ACTIVITIES

Dividends paid (250) (250)

Dividend Distribution Tax (42) (41)

Interest paid (620) (816)

Proceeds of borrowings 1,180 100

Repayment of borrowings (1,248) (1,682)

Net cash flow used in Financing Activities (980) (2,689)

Net increase/ (decrease) in cash and cash equivalents (145) 141

Cash and Cash equivalents at the beginning of the year 197 56

Cash and Cash equivalents at the end of the year (Refer Note 20) 52 197

Net increase/ (decrease) in cash and cash equivalents (145) 141

CASH FlOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

(H in Lakhs)

For Deloitte Haskins & Sells For and on behalf of the Board of Directors Chartered Accountants Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing DirectorVijay Agarwal DIN 00079452 DIN 02644896 Partner Membership no: 094468

Rajiv Bhambri Parvinder Singh Arora Group Chief Financial Officer Company Secretary

Place : Gurgaon Place : Delhi Davinder DograDate : 21st May, 2015 Date : 21st May, 2015 Chief Financial Officer

Annual Report 2014-15 53

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

1 Corporate Information

2 Significant accounting policies

DFM FOODS LIMITED (‘the Company’) is a public limited company incorporated under the provisions of the Companies Act, 1956 on 17th March, 1993. The shares of the Company are listed on Bombay Stock Exchange (BSE). The Company is engaged in manufacturing and sale of Snack Foods. The Company has manufacturing facilities in India and sells its products under the brand name “CRAX” & “NATKHAT”.

2.1. Basis of accounting and preparation of financial statements The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting

Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2. use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

2.3. Fixed assets (Tangible/ Intangible) Fixed assets are stated at acquisition cost less accumulated depreciation/ amortisation and impairment losses, if any. The

cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.

Subsequent expenditures related to an item of fixed asset are added to its book value only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. Losses arising from the retirement of and gains or losses arising from the disposal of fixed assets are recognised in the Statement of Profit and Loss.

2.4. Depreciation and amortisation Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual

value.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on the estimated usage of the asset and past history of replacement etc.:

Assets useful life Vehicles 5 years

Leasehold land is amortised over the duration of the lease.

Intangible assets are amortised over their estimated useful life on straight line method as follows:

Assets useful life Trade Mark 10 years Computer software 3 years

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year.

2.5. Impairment of Assets The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. An asset

is treated as impaired when the carrying cost of assets exceeds its recoverable value. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. An impairment loss is charged to the Statement of Profit and Loss in the year

54 DFM Foods Limited

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

2 Significant accounting policies (Contd...)

in which the asset is identified as impaired. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss.

2.6. Investments Current investments are carried individually at lower of cost and fair value, computed category wise. Long term investments

are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary.

2.7. Cash and cash equivalents Cash and cash equivalents for the purposes of Cash Flow Statement comprises cash on hand, demand deposits with banks

and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.8. Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.9. Inventories Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence, if any. The basis of

determining cost for various categories of inventories, are as follows:- 1. Raw Material : At material cost on weighted average basis 2. Finished goods : Cost of Raw Materials plus apportioned direct expenses 3. Stores and Spares : Weighted average cost

2.10. Revenue recognition Sale of goods: Revenue from sales of goods is recognised when all the substantial risks and rewards of ownership of the

goods have been passed to the buyer and are recognised net of claims. The Company collects value added taxes on behalf of the government and these taxes are not economic benefits flowing to the Company and as such these taxes are excluded from revenue.

Interest: Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Other Income” in the Statement of Profit and Loss.

Dividends: Dividend income is recognised when the right to receive dividend is established.

2. 11. Borrowing costs Borrowing costs, which are directly attributable to the acquisition /construction of fixed assets, till the time such assets are

ready for intended use, are capitalised as a part of the cost of assets. Other borrowing costs are recognised as an expense in the Statement of Profit and Loss.

2.12. Employee benefits Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.

i) Defined contribution plans: The Company’s contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees. Provident fund contributions are made to a Trust administered by the promoter company. The Company makes good the deficiency, if any, in its Provident Fund Trust on a year to year basis.

ii) Defined benefit plans: The Company provides for gratuity fund under a defined benefit plan for all employees. The gratuity fund is covered through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The gratuity fund provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the schemes.

Annual Report 2014-15 55

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

2 Significant accounting policies (Contd...)

iii) Short-term employee benefits: The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under:

a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

b) in case of non-accumulating compensated absences, when the absences occur.

iv) Long-term employee benefits: Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.

2.13. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the Lessor are classified as

operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss.

2.14. Earning Per Share Basic earnings per share is computed by dividing the net profit or loss after tax for the year by the weighted average number

of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the net profit or loss after tax for the year as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares by the weighted average number of equity shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

2.15. Provision for current and deferred tax Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions

of the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) paid in a year is charged to the statement of Profit and Loss as current tax. The company recognises MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period i.e. the period for which the MAT credit is allowed to be carried forward. In the year in which the company recognises MAT credit as an asset in accordance with the Guidance Note on “Accounting for credit available in respect of Minimum Alternative Tax under The Income Tax Act, 1961”, the said asset is created by way of credit to the Statement of Profit and Loss account and shown as “MAT Credit Entitlement”. The company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal income tax during the specified period.

Deferred tax resulting from “timing differences” between taxable and accounting income is accounted for using the tax rates and laws that are enacted as on the balance sheet date. Deferred tax liabilities are recognised for all timing differences. Deferred tax asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future.

2.16. Foreign currency transactions

Initial recognition Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date

of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement at the balance sheet date Foreign currency monetary items of the Company outstanding at the balance sheet date are restated at the year-end rates.

Treatment of exchange differences Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company

are recognised as income or expense in the Statement of Profit and Loss.

Accounting for forward contracts Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are

amortised over the period of the contracts if such contracts relate to monetary items as at the balance sheet date.

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

2 Significant accounting policies (Contd...)

3 Share Capital

2.17. Provisions and contingent liabilities Provisions are recognised when there is present obligation as a result of past events and it is probable that there will be

an outflow of resources. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

2.18. Operating Cycle Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their

realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

Notes: (i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:

(ii) Rights, prefrences and restrictions attached to the equity shareholders: The Company has one class of equity shares having a par value of H 10 per share. Each shareholder is eligible for one vote per

share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Particulars As at 31st March, 2015 As at 31st March, 2014

Number J in Lakhs Number J in Lakhs

(a) Authorised

Equity shares of H 10/- each (with voting rights) 13,000,000 1,300 13,000,000 1,300

10% Cumulative convertible preference shares of `10 /- each 2,000,000 200 2,000,000 200

1,500 1,500

(b) Issued, Subscribed and Paid up#

Equity shares of `10/- each (with voting rights) fully paid up 10,001,676 1,000 10,001,676 1,000

Total 1,000 1,000

#Refer to Note (i) to (iii) below

Particulars Equity Share Capital Equity Share Capital

As at 31st March, 2015 As at 31st March, 2014

Number of shares

J in Lakhs Number of shares

J in Lakhs

Opening balance 10,001,676 1,000 10,001,676 1,000

Additions during the year - - - -

Closing balance 10,001,676 1,000 10,001,676 1,000

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Particulars As at31st March, 2015

As at31st March, 2014

A. General reserve

Opening balance 2,464 1,964

Add: Transferred from surplus in Statement of profit and loss 600 500

Closing balance 3,064 2,464

B. Securities premium reserve

Opening balance 26 26

Addition during the year - -

Closing balance 26 26

C. Surplus in statement of profit and loss

Opening balance 283 365

Add: Profit for the year 1,101 710

Less:

- Dividends proposed to be distributed to equity shareholders (H 2.50 per share)

250 250

- Tax on dividend 51 42

- Transfer to general reserve 600 500

Closing Balance 483 283

Total (A+B+C) 3,573 2,773

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

4 Reserves and surplus (H in Lakhs)

Name of shareholder As at 31st March, 2015 As at 31st March, 2014

No. of shares held

% Holding No. of shares held

% Holding

The Delhi Flour Mills Co. Ltd. 3,711,676 37.11 3,711,676 37.11

WestBridge Crossover Fund, LLC 1,495,251 14.95 1,495,251 14.95

Mr. Man Mohan Singh 1,002,700 10.03 1,008,250 10.08

Jwalamukhi Investment Holdings 995,166 9.95 995,166 9.95

Mrs. Surekha Jain 510,869 5.11 510,869 5.11

(iii) Details of shares held by each shareholder holding more than 5% shares:

58 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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Particulars As at31st March, 2015

As at31st March, 2014

a) Term loans - secured

From banks 2,803 2,955

b) Deposits- unsecured

Public deposits - 290

Total 2,803 3,245

# Refer notes below for nature of security and terms of repayment of borrowings, including current maturities of long term debts.

5 Long-term borrowings# (H in Lakhs)

Notes: (i) Details of nature of security and terms of repayment

Nature of security Terms of repayment

1. Term loan from bank amounting to H Nil (31st March, 2014 H 210 Lakhs) are secured by:Hypothecation of all tangible fixed assets including plant and machinery, present as well as future, and equitable mortgage of lease hold property located at Plot No. C-40, Industrial Area, Meerut Road, Ghaziabad (U.P.)

Amount has been repaid. Due within 1 year H Nil (2013-14 H 210 Lakhs)

2. Term loan from bank amounting to H 2354 Lakhs (31st March, 2014 H 3201 Lakhs) are secured by:

Repayable in 22 equal quarterly instalments, with first instalment commencing on 30.09.2012. Interest paid on monthly rest. Due within 1 year H 846 Lakhs (2013-14 H 846 Lakhs)

a) Hypothecation of all tangible fixed assets including plant and machinery, present as well as future, and equitable mortgage of lease hold property located at Plot No. 49, 50, 53 & 54 Ecotech – I Extension, Greater Noida (U.P.)

3. Term loan from bank amounting to H 298 Lakhs (31st March, 2014 H 352 Lakhs) are secured by:

Repayable in 20 quarterly instalments, with first instalment commencing on 31.07.2013. Interest paid on monthly rest.Due within 1 year H 84 Lakhs (2013-14 H 54 Lakhs)

a) Pari- Passu Equitable mortgage on land and building Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari- Passu Hypothecation charge on building, plant and machinery and other fixed assets at Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

c) Collateral security of land and building at XII, 8380/1-4A (Part), Flour Mills Road, Roshanara Road, Delhi- 110007

4. Term loan from bank amounting to H 280 Lakhs (31st March, 2014 H Nil) are secured by:

Repayable in 14 quarterly instalments, with first instalment commencing on 31.03.2015. Interest paid on monthly rest.Due within 1 year H 88 Lakhs (2013-14 H 72 Lakhs)

a) Pari- Passu Equitable mortgage on land and building Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari- Passu hypothecation charge on building, plant and machinery and other fixed assets at Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

5. Term loan from bank amounting to H 680 Lakhs (31st March, 2014 H Nil) are secured by:

Repayable in 24 quarterly instalments, with first instalment to be commenced from 01.10.2015. Interest paid on monthly rest.Due within 1 year H 34 Lakhs (2013-14 H Nil)

a) Pari- Passu hypothecation Charge on the Industrial Project assets including plant and machinery, present and future located at Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

b) Pari- Passu Equitable mortgage on land and building Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

Annual Report 2014-15 59

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

5 Long-term borrowings# (Contd...)

Notes: (i) Details of nature of security and terms of repayment

(ii) Terms loans from banks are also guaranteed by Chairman and Managing Director.

Nature of security Terms of repayment

6. Term loan from bank amounting to H 220 Lakhs (31st March, 2014 H Nil) are secured by:

Repayable in 28 quarterly instalments, with first instalment to be commenced from 01.04.2016. Interest paid on monthly rest.Due within 1 year H Nil (2013-14 H Nil)

a) Exclusive charge on the assets financed through this Term Loan.

b) Pari- Passu Equitable mortgage on land and building Plot No 49, 50, 53 & 54 Ecotech - I Extension, Greater Noida (U.P.)

7. Vehicle Loan amounting to H 57 Lakhs (31st March, 2014 H 81 Lakhs) secured by hypothecation of vehicles.

Repayable in 36 monthly instalments commencing from the date of purchase.Due within 1 year H 33 Lakhs (2013-14 H 60 Lakhs)

8. As per the scheme framed under the provisions of Section 58A of the Companies Act, 1956, Fixed Deposit amount outstanding is H Nil (31st March, 2014 H 681 Lakhs).

Deposits were for a period of 1, 2 and 3 years. Interest was paid @ 11%, @12% and @12.5% p.a. for the respective periods.

Particulars As at31st March, 2015

As at31st March, 2014

Tax effect of items constituting deferred tax liabilities

- On difference between book balance and tax balance of fixed assets 783 667

Less:

Tax effect of items constituting deferred tax assets

- Provision for compensated absences and gratuity 34 19

Deferred tax liability (Net) 749 648

6 Deferred tax liabilities (net) (H in Lakhs)

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Particulars As at31st March, 2015

As at31st March, 2014

Provision for employee benefits:

- Compensated absences 69 41

- Gratuity 18 -

Total 87 41

Particulars As at31st March, 2015

As at31st March, 2014

Loans repayable on demand - secured# 1,114 194

Public deposits- Unsecured - 297

Total 1,114 491

# Working capital loan from banks are secured by hypothecation of inventories and book debts.

Particulars As at31st March, 2015

As at31st March, 2014

Other than acceptances

- Due to micro and small enterprises (refer note below) 308 270

- Others 1,126 1,045

Total 1,434 1,315

Particulars As at31st March, 2015

As at31st March, 2014

Security deposits 766 702

Total 766 702

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

8 Long term provisions(H in Lakhs)

9 Short-term borrowings(H in Lakhs)

10 Trade payables(H in Lakhs)

7 Other long-term liabilities (H in Lakhs)

Particulars As at31st March, 2015

As at31st March, 2014

1. Principal amount due and remaining unpaid - -

2. Interest due on above & the unpaid interest - -

3. Interest paid - -

4. Payment made beyond the appointed day during the year - -

5. Interest due & payable for the period of a day - -

6. Interest accrued & remaining unpaid - -

7. Amount of further interest remaining due and payable in succeeding years - -

Notes:

Annual Report 2014-15 61

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

Particulars As at31st March, 2015

As at31st March, 2014

(a) Current maturities of long-term debt

- Term loans 1,085 1,242

- Public deposits (Refer note (ii) below) - 94

(b) Interest accrued but not due on borrowings 33 98

(c) Advance from customers 362 347

(d) Statutory dues (includes PF/TDS/Service tax/ VAT) 484 96

(e) Creditors for capital goods 39 51

(f) Unclaimed dividend 34 29

(g) Unclaimed matured deposits 33 -

(h) Security deposits 50 52

(i) Employee benefits payable 26 25

Closing balance 2,146 2,034

Particulars As at31st March, 2015

As at31st March, 2014

(a) Provision for employees benefits:

- Commission to directors 101 26

- Provision for performance incentives 89 78

- Compensated absences 14 14

- Gratuity 2 -

(b) Other provisions:

- Proposed dividend 250 250

- Tax on proposed dividend 51 42

Total 507 410

11 Other current liabilities (H in Lakhs)

12 Short-term provisions (H in Lakhs)

Notes: (i) There are no amounts due for payment to the Investor Education and Protection Fund as at the year end.

(ii) Include H Nil (31st March, 2014 H 2.10 Lakhs) guaranteed by the Chairman and Managing Director in his personal capacity.

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Particulars As at31st March, 2015

As at31st March, 2014

Other investment (valued at cost)

Unquoted equity investment in associates 24,750 Equity shares (31st March, 2014: 24,750) of H 10/- each of DFM Agro Ltd.

2 2

Total 2 2

Particulars As at31st March, 2015

As at31st March, 2014

Security deposits 112 106

Advance for capital goods 68 29

Balances with government authorities

- VAT Credit Receivable 2 4

Advance tax (Net of Provision for tax of H 997 Lakhs (Previous year H 801 Lakhs) 72 -

Total 254 139

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

14 Non-current investments (H in Lakhs)

15 Long-term loans and advances (Unsecured, considered good) (H in Lakhs)

13 Fixed assets (H in Lakhs)

GROSS BLOCK DEPRECIATION NET BLOCKParticulars Balance

as at 31st

March, 2014

Additions Deletions Balance as at 31st

March, 2015

Balance as at 31st

March, 2014

For the year@

Eliminated on deletion

Balance as at 31st

March, 2015

Balance as at 31st

March, 2015

Balance as at 31st

March, 2014

Leasehold land 906 - - 906 39 10 - 49 857 867

Freehold land 118 - - 118 - - - - 118 118 Leasehold Improvement - 10 - 10 - 2 - 2 8 - Building 3,127 170 - 3,297 270 122 - 392 2,905 2,857 Plant and machinery 5,717 93 12 5,798 961 325 6 1,280 4,518 4,756 Furniture and fixtures 259 12 2 269 49 29 1 77 192 210 Office equipments 85 9 - 94 58 15 - 73 21 27 Computers 75 12 2 85 44 17 2 59 26 31 Vehicles 373 46 77 342 157 68 56 169 173 216 Current year 10,660 352 93 10,919 1,578 588 65 2,101 8,818 Previous year 10,508 184 32 10,660 1,022 576 20 1,578 9,082

# All the above assets are owned assets except leasehold land.

@ With effect from 1st April, 2014, depreciation on fixed assets is computed in accordance with Schedule II of the Companies Act 2013. Consequent thereto, depreciation charge for the year is higher by H 63 Lakhs.

(a) Tangible Assets#

GROSS BLOCK AMORTISATION NET BLOCK

Particulars Balance as at 31st

March, 2014

Additions Deletions Balance as at 31st

March, 2015

Balance as at 31st

March, 2014

For the year Eliminated on deletion

Balance as at 31st

March, 2015

Balance as at 31st

March, 2015

Balance as at 31st

March, 2014

Trade marks ** 243 - - 243 243 - - 243 - -

Computer software 13 3 - 16 9 3 - 12 4 4

Current year 256 3 - 259 252 3 - 255 4

Previous year 256 - 256 6 246 - 252 4

* All the above assets are owned assets ** During the previous year, the Company had changed its accounting policy for amortisation of Trade marks in accordance with Accounting Standard -26 “Intangible Assets”. Accordingly, H 243 Lakhs had been amortised as an exceptional item in the Statement of Profit and Loss.

(b) Intangible assets*

Annual Report 2014-15 63

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Particulars As at31st March, 2015

As at31st March, 2014

Bank deposits held as margin money 16 91

Total 16 91

Particulars As at31st March, 2015

As at31st March, 2014

Raw materials 1,176 914

Finished goods 427 374

Stores and spares 222 203

Total 1,825 1,491

*At cost or net realisable value, whichever is lower.

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

16 Other non-current assets (H in Lakhs)

17 Current investments Current (Non-trade) (Quoted, at cost or fair value, whichever is lower) (H in Lakhs)

18 Inventories* (H in Lakhs)

Particulars As at 31st March, 2015 As at 31st March, 2014

Face value (per unit)

No. of units

Amount Face value (per unit)

No. of units

Amount

Mutual Funds - Debt

(a) Axis short term fund - Growth - - - 10 1,462,694 200

(b) Kotak Income opportunities - Growth 10 1,177,778 159 10 1,115,806 150

(c) Templeton India short term Income - Growth - - - 10 13,658 350

(d) UTI short term Income - Growth - - - 10 1,325,214 200

(e) Birla sun life cash manager - Growth 100 66,348 223 100 48,723 150

(f) Birla sun life short term opportunities - Growth - - - 10 975,025 200

(g) Templeton India ultra short term bond super - Growth - - - 10 891,038 150

(h) Birla sun life cash plus - Growth 10 46 * 10 46 *

(i) UTI-Bond Fund-Growth 10 1,288,287 530 - - -

(j) Kotak Medium Term Fund - Growth 10 2,771,747 300 - - -

(k) Reliance Regular Savings Fund Debt Plan- Growth 10 1,630,266 300 - - -

(l) Franklin India Government Securities Fund - Growth 10 913,963 300 - - -

(m) Franklin India Income Builder Account - Growth 10 313,123 150 - - -

(n) SBI Dynamic Bond Fund - Growth 10 2,323,555 399 - - -

(o) Franklin India Short Term Income Retail - Growth 1,000 5,765 160 - - -

(p) Franklin India Ultra Short Bond Fund - Growth 10 2,114,815 392 - - -

(q) Kotak Treasury Advantage Fund - Growth 10 748,288 166 - - -

Total 3,079 1,400

Aggregate market value - quoted 3,136 1,404

Aggregate book value - quoted 3,079 1,400

* Amount is below the rounding off norms adopted by the company.

64 DFM Foods Limited

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Particulars As at31st March, 2015

As at31st March, 2014

A. Cash and cash equivalents

(a) Cash on hand 7 5

(b) Bank balances:

- In current accounts 45 192

Total - Cash and cash equivalents (As per AS-3 Cash Flow Statements) 52 197

B. Other bank balances:

(a) In deposit accounts - -

(b) In earmarked accounts

- Unpaid dividends 34 29

Total- Other bank balances 34 29

Total (A+B) 86 226

Particulars As at31st March, 2015

As at31st March, 2014

Prepaid expenses 56 53

Balances with government authorities

- VAT credit receivable 4 55

Other loans and advances 22 66

Total 82 174

Particulars As at31st March, 2015

As at31st March, 2014

Accruals

- Interest accured but not due on fixed deposits 5 14

Others

- Insurance claim receivable - 5

Advance to vendors 3 4

Total 8 23

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

20 Cash and cash equivalents (H in Lakhs)

21 Short-term loans and advances (Unsecured considered good, unless otherwise stated)(H in Lakhs)

22 Other current assets (H in Lakhs)

Particulars As at31st March, 2015

As at31st March, 2014

Outstanding for a period not exceeding six months from the date they were due for payment.

3 1

Total 3 1

19 Trade Receivables (Considered good, unless otherwise stated) (H in Lakhs)

Annual Report 2014-15 65

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Particulars Year ended31st March, 2015

Year ended31st March, 2014

(a) Sale of manufactured food products 28,873 26,290

(b) Other operating revenue

- Scrap Sales 52 35

Total 28,925 26,325

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Interest on loans and advances - 353

Interest on bank deposits 12 21

Profit on sale of current investments (net) 154 -

Profit on sale of fixed assets (net) 1 -

Miscellaneous income 48 14

Total 215 388

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Raw material consumed

Opening stock 914 780

Add: Purchase of raw material 17,867 16,666

18,781 17,446

Less : Closing Stock 1,176 914

Net consumption (refer note (a) below) 17,605 16,532

(a) Raw material consumed comprises:

Refined Oil 1,968 1,804

Laminates 4,920 3,770

Toys 3,868 2,856

Others 6,849 8,102

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

23 Revenue from operations(H in Lakhs)

24 Other income (H in Lakhs)

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Stock at the beginning of the year 374 351

Less: Stock at the end of the year (427) (374)

(Increase)/ Decrease in stock (53) (23)

26 Changes in inventory of finished goods(H in Lakhs)

25 Cost of material consumed(H in Lakhs)

66 DFM Foods Limited

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

27 Employee benefit expenses(H in Lakhs)

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Salaries and wages 2,385 2,127

Contribution to provident and other funds (Refer Note (a) below) 92 78

Gratuity expense # (Refer Note below) 91 51

Workmen and staff welfare expenses (Refer Note (a) below) 48 47

Total 2,616 2,303

# Includes prior period expense of H Nil (Previous year H 27 Lakhs).

Note:

a) Defined contribution plans The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the

schemes, the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined contribution schemes. The Company recognised H 92 Lakhs (31st March, 2014 H 78 Lakhs) as provident fund and H 17 Lakhs (31st March, 2014 H 16 Lakhs) as employees’ state insurance plan during the year as expense towards contribution to these plans.

b) Defined benefit plans

Gratuity scheme The amount of gratuity has been computed based on respective employee’s salary and the years of employment with the

Company. Gratuity has been accrued based on actuarial valuation as at the balance sheet date, carried out by an independent actuary. The amount is funded through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The Company is contributing to trusts towards the payment of premium of such group gratuity schemes.

Compensated absences Compensated absences include earned leaves and sick leaves. Long term compensated absences have been provided on accrual

basis based on year end actuarial valuation and short term compensated absences on actual basis.

Annual Report 2014-15 67

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

27 Employee benefit expenses (Contd...)(H in Lakhs)

Particulars As at 31st March, 2015 As at 31st March, 2014

Gratuity Scheme#

Compensated absences

Gratuity Scheme#

Compensated absences

A Expenses recognised in the statement of profit and loss for the year ended 31st March, 2015

Current Service Cost 30 32 20 26

Interest Cost 16 1 17 -

Expected return on plan assets (22) - (17) -

Actuarial (gains)/losses 67 48 4 46

Total Expenses 91 81 24 72

B Net liabilities recognised in the Balance Sheet as at 31st March, 2015

Present value of defined benefit obligation as at 31st March, 2015

281 83 223 55

Fair value of plan assets (261) - (235) -

Funded status - unfunded 20 83 (12) 55

C Change in the obligation during the year ended 31st March, 2015

Present value of defined benefit obligation at the beginning of the year

223 55 189 36

Current Service Cost 30 32 20 26

Interest Cost 16 1 17 -

Actuarial (gains)/losses 62 48 1 46

Benefit payments (50) (53) (4) (53)

Present value of defined benefit obligation at the end of the year

281 83 223 55

D Change in assets during the year ended 31st March, 2015

Plan assets at the beginning of the year 235 - 163 -

Expected return on plan assets 22 - 17 -

Contribution by the company 59 - 62 -

Actuarial (gains)/losses (5) - (3) -

Actual benefits paid (50) - (4) -

Plan assets at the end of the year 261 - 235 -

E Main actuarial assumptions

Discount rate 7.85% 7.85% 9.10% 9.10%

Rate of increase in compensation levels 8.00% 8.00% 6.00% 6.00%

Rate of return on plan assets 9.00% 0.00% 8.75% 0.00%

Mortality rate IAL 2006-08 Ultimate

IAL 2006-08 Ultimate

5.00% 5.00%

68 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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# The plan assets are maintained with Life Insurance Corporation of India. The details of the investment maintained by these insurance companies are not available with the company and have not been disclosed.

* The experience adjustments arising on plan liabilities and plan assets and the employer’s best estimate of contributions expected to be paid in next financial year is not ascertained and has accordingly not disclosed above.

2014-15 2013-14 2012-13

F Experience adjustments*

Gratuity

Present value of defined benefit obligation as at year end

281 223 189

Fair value of plan assets 261 235 163

Actuarial (gains)/losses 67 4 81

Net liability/ (asset) recognised in balance sheet 20 (12) 27

Compensated absences

Present value of defined benefit obligation as at year end

83 55 29

Actuarial (gains)/losses 48 46 3

Net liability/ (asset) recognised in balance sheet 83 55 29

28 Finance costs(H in Lakhs)

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Interest on borrowings 555 774

Interest on delayed payment on income tax 7 -

Net loss on foreign currency transactions and translations - 46

Bank charges 9 29

Total 571 849

27 Employee benefit expenses (Contd...)(H in Lakhs)

Annual Report 2014-15 69

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

29 Other expenses(H in Lakhs)

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Consumption of stores and spares 91 105

Delivery expenses 2,243 1,962

Power and fuel 581 609

Rent 356 347

Repair and maintenance

- Buildings 19 12

- Machinery 17 25

- Others 4 1

Selling and marketing expenses 1,188 1,259

Rates and taxes 6 4

Insurance 40 24

Payment to auditors (Refer Note (i)) 21 18

Directors fees 22 8

Production expenses 70 58

Net loss on sale of fixed assets - 2

Commission 231 157

Travelling expenses 208 248

Legal and professional charges 104 115

Obsolete inventory written off 166 10

Charity & Donation - 10

Miscellaneous expenses 293 275

Total 5,660 5,249

Particulars Year ended31st March, 2015

Year ended31st March, 2014

(i) Payments to the auditors comprise (inclusive of service tax):

As statutory auditors (Audit Fee) 10 9

As tax auditors (Audit Fee) 1 1

In other capacities

Limited review 8 7

Others 2 1

Total 21 18

(H in Lakhs)Note (i)

70 DFM Foods Limited

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

30 Contingent liabilities (H in Lakhs)

32 Capital and other commitments (H in Lakhs)

31 Exceptional Item

Particulars As at31st March, 2015

As at31st March, 2014

In respect of claims not acknowledged as debts

(i) Sales Tax 2 2

(ii) Excise Duty (Refer Note (i) below) 6,369 4,155

Total 6,371 4,157

Particulars As at31st March, 2015

As at31st March, 2014

A) Capital Commitments

Estimated value of contracts in capital account remaining to be executed (net of advances)

466 67

(B) Other commitments

The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India, at concessional rates of duty on an undertaking to fulfill quantified exports.

724 724

Total 1,190 791

33 Earning per share(H in Lakhs)

Particulars As at31st March, 2015

As at31st March, 2014

Profit / (Loss) attributable to equity shareholders (A) 1,101 710

Weighted average number of equity shares (Nos.) (B) 10,001,676 10,001,676

Weighted average number of dilutive equity shares (Nos.) (C) 10,001,676 10,001,676

Basic earning/(loss) per share (face value of H 10 each) (A/B) 11.01 7.10

Diluted earning/(loss) per share (face value of H 10 each) (A/C) 11.01 7.10

(i) During the year, the Excise Department has raised a demand against the Company amounting to H 2,214 Lakhs (Previous Year H 2,414 Lakhs) on account of excise duty payable on the products of the Company. The total demand outstanding as on 31.03.2015 is H 6,369 Lakhs (Previous year H 4,155 Lakhs). As per reclassification of the products filed by the Company, Nil excise duty is leviable on its products from 01.12.2007. The Excise Department had contested the reclassification filed by the Company. The Commissioner of Excise Duty (Appeals) had upheld the reclassification in favour of the Company. Further, the Excise Department has filed an appeal with Custom, Excise and Service Tax Appellate Tribunal against the order of Commissioner of Excise Duty (Appeals). Based on the favourable judgment by Commissioner (Appeals) and on legal advice, the Company has not created any provision in the books of accounts and has treated these amounts as contingent liability. Accordingly, CENVAT credit for the year amounting to H 920 Lakhs (Previous year H 842 Lakhs) has also not been claimed as a credit by the Company, but has been charged as part of purchase cost/expense for the year. The balance unavailed CENVAT credit as on 31.03.2015 is H 3,328 Lakhs (Previous year H 2,408 Lakhs). The net liability of the Company after availing CENVAT credit would be H 3,041 Lakhs (Previous Year H 1,747 Lakhs).

“The Commercial Tax department has raised a demand of H 358 Lakhs (including interest of H 42 Lakhs) on account of difference in VAT rates against the classification of products. The demand pertains to the period September 2012 till December 2014. The Company has decided to appeal to higher authority against the order of classification. The Company has in mean time estimated the liability till 31st March, 2015 of H 406 Lakhs and charged it as an exceptional item in Statement of profit and loss.”

Annual Report 2014-15 71

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34 Related party disclosures

1. Names of related parties and nature of relationship: a) Enterprise where control exists : Enterprise that controls the Company The Delhi Flour Mills Co. Ltd.

b) Other related parties where transactions have taken place during the year: (i) Key managerial personnel (a) Mr. Mohit Jain (Managing Director) (b) Mr. Rohan Jain (Whole time Director)

(ii) Enterprise over which key managerial personnel is able to exercise significant influence (a) Shri Vardhman Educational Society-Mr. Mohit Jain is member in society (b) Jain Farms and Industrise Pvt Ltd.- Mr. Mohit Jain & Mr. Rohan Jain are directors

2. Disclosure of transactions between the Company and related parties during the year and outstanding balances as on 31st March, 2015. (H in Lakhs)

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

Particulars Enterprise that controls the Company

Key managerial personnel Enterprise over which key managerial personnel is

able to exercise significant influence

Current Year Previous Year Current Year Previous Year Current Year Previous Year

Transactions during the year

Purchase of raw materials

(i) The Delhi Flour Mills Co. Ltd. 37 313 - - - -

Sale of namkeen

(i) The Delhi Flour Mills Co. Ltd. - 35 - - - -

Rent paid

(i) The Delhi Flour Mills Co. Ltd. 283 283 - - - -

Managerial remuneration paid

(i) Shri Mohit Jain - - 80 39 - -

(ii) Shri Rohan Jain - - 93 54 - -

Sitting fees paid

(i) Shri R. P. Jain - - - 2 - -

Interest received

(i) The Delhi Flour Mills Co. Ltd. - 353 - - - -

Inter company deposits given:

(i) The Delhi Flour Mills Co. Ltd. - 1,255 - - - -

Inter company deposits repaid:

(i) The Delhi Flour Mills Co. Ltd. - 3,155 - - - -

Reimbursement of expenses incurred

(i) The Delhi Flour Mills Co. Ltd. - 78 - - - -

Reimbursement of expenses recovered

(i) The Delhi Flour Mills Co. Ltd. 212 96 - - - -

(ii) Shri Vardhman Education Society - - - - 4 7

(iii) Jain Farms and Industrise Pvt Ltd - - - - 4 7

Corporate social responsibility expense

(i) Shri Vardhman Educational Society - - - - 15 -

Dividend paid

(i) The Delhi Flour Mills Co. Ltd. 93 93 - - - -

Balance outstanding at the end of the year

Security deposits outstanding

(i) The Delhi Flour Mills Co. Ltd. 42 42 - - - -

72 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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NOTES FORMING PART OF THE FINANCIAl STATEMENTS

35 Leases

The disclosure in respect of Accounting for Leases as per Accounting Standard-19 is as under:-(H in Lakhs)

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Operating lease payments recognised during the year (Refer Note 29) 356 347

Minimum Lease obligation:

Not later than 1 year 266 344

Later than 1 year but not later than 5 years - 583

36 Expenditure in foreign currency (H in Lakhs)

37 Additional information

CIF value of imports

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Interest - 10

Foreign travel 8 66

Total 8 76

Particulars Year ended31st March, 2015

Year ended31st March, 2014

Store and spare parts 20 57

Capital goods - 3

Total 20 60

38 Value of raw materials and stores & spares consumed

Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

J in Lakhs % of Consumption

Gratuity Scheme#

% of Consumption

Raw Materials Consumed

- Imported - - - -

- Indigenous 17,605 100 16,532 100

17,605 100 16,532 100

Stores and Spares Consumed

- Imported 17 19 21 20

- Indigenous 74 81 84 80

91 100 105 100

Total 17,696 16,637

Annual Report 2014-15 73

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39 Segment reporting

40 Long-term contracts

41 Employee share based payments

42 Previous year’s figures

As the Company’s business activity falls within a single business segment, namely Snacks Food, the disclosure requirements in terms of Accounting Standard (AS) 17 on segment reporting are not applicable

The Company does not have any long term contracts including derivative contracts for which there is any material foreseeable losses.

During the current year, the Company has introduced DFM Foods Employee Stock Option Plan 2014 (‘the plan’) after getting the approval of shareholders in their meeting held on 31st July, 2014. Subsequent to year end, the Compensation Committee of the Board of Directors of the Company at its meeting held on 1st April, 2015 has granted 200,000 options to the specified employees pursuant to DFM Foods Employee Stock Option Plan 2014 (‘the plan’) with specified lock in period at the exercise price equivalent to the grant price.

Previous year’s figures have been regrouped/ reclassified wherever necessary to correspond with the current year’s classification/ disclosure.

NOTES FORMING PART OF THE FINANCIAl STATEMENTS

For Deloitte Haskins & Sells For and on behalf of the Board of Directors Chartered Accountants Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing DirectorVijay Agarwal DIN 00079452 DIN 02644896 Partner Membership no: 094468 Rajiv Bhambri Parvinder Singh Arora Group Chief Financial Officer Company Secretary

Place : Gurgaon Place : Delhi Davinder DograDate : 21st May, 2015 Date : 21st May, 2015 Chief Financial Officer

74 DFM Foods Limited

Corporate Overview Statutory Section Financial Statements

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NOTES

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NOTES

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Corporate Information 01

Financial Highlights 02

Five Year Analysis 03

Management Discussion and Analysis

04

Directors’ Report 06

Report on Corporate Governance

27

Independent Auditors’ Report

46

Balance Sheet 50

Statement of Profit and Loss

51

Cash Flow Statement 52

Notes Forming part of the Financial Statements

54

Corporate Overview

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

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

Statutory Section Financial Statements

CRAX Corn Rings is a unique corn-based, non-fried snack available in five unique flavours - Chatpata, Tangy Tomato, Masala Mania, Mast Cheese and Pudina Punch. This pioneering product comes in two affordable packs, which retail at `5 and `10 respectively. With a special appeal to the young, CRAX Corn Rings have been an enduring success story.

Our business group has over one century’s experience in procuring and processing food raw materials. CRAX Namkeens are made from the finest ingredients, delivering high quality traditional snacks across a wide range of flavours, mixtures and pack sizes. The CRAX Namkeen range offers Aloo Bhujia, Navratan, Moong Dal, Matar Heeng Zeera, Khatta Meetha, Lacha Mixture, Corn Flakes, Mast Moongphali and salted peanuts. Our smaller packs retail at `2 and `5; intermediate packs are priced at `10 and `15; and packs for household consumption have a net weight of 300 grams.

NATKHAT, is a light-weight, crunchy wheat puff with low fat percentage. Priced at `2 and `5, it extends our franchise to younger age groups and a wider market.

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Regd. and Corporate Office8377, Roshanara Road, Delhi - 110007

Tel: +91 11 23826445| Fax: +91 11 23822409CIN: L15311DL1993PLC052624

Email: [email protected]

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