NOTICE - Bombay Stock Exchange · 2016-07-05 · Mr. Mohit Jain, whose re-appointment is being...

Annual Report 2015-16 1

Notice is hereby given that the 23rd Annual General Meeting of the Members of DFM FOODS LIMITED will be held on Monday, the 1st day of August, 2016 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, 2016, 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. Mohit Jain (DIN 00079452), who retires by rotation and, being eligible, offers himself for re-appointment.

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

“RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, the Rules framed thereunder as amended from time to time and as recommended by the Audit Committee and the Board of Directors, the Company hereby ratifies the appointment of M/s. Deloitte Haskins & Sells, (Regn. No. 015125N), Chartered Accountants as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty fourth 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 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 197 and other applicable provisions of the Companies Act, 2013, read with Schedule V to the Act (including any statutory modification or re-enactment thereof, for the time being in force) and in partial modification of the special resolution passed at the Annual General Meeting held on 31st July, 2014, approval of the Company be and is hereby accorded for the revision in remuneration and perquisites / benefits of Mr. Mohit Jain, Managing Director of the Company (DIN: 00079452) with effect from

1st June, 2016 for the remaining tenure of his appointment as detailed in the statement forming part of this notice.

RESOLVED FURTHER THAT all other terms and conditions of appointment of Mr. Mohit Jain, as already approved by the shareholders shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

6. 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 197 and other applicable provisions of the Companies Act, 2013, read with Schedule V to the Act (including any statutory modification or re-enactment thereof, for the time being in force) and in partial modification of the special resolution passed at the Annual General Meeting held on 31st July, 2014, approval of the Company be and is hereby accorded for the revision in remuneration and perquisites / benefits of Mr. Rohan Jain, Dy. Managing Director of the Company (DIN: 02644896) with effect from 1st June, 2016 for the remaining tenure of his appointment as detailed in the statement forming part of this notice.

RESOLVED FURTHER THAT all other terms and conditions of appointment of Mr. Rohan Jain, as already approved by the shareholders shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By order of the Board For DFM Foods Limited

Place: New Delhi Raju Singh TomerDated: 11th May, 2016 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409

NOTICE

DFM Foods Limited2

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 setting out the material facts pursuant to Section 102 (1) of the Companies Act, 2013, in respect of Special Business under Item no(s). 5 & 6 set out above are annexed hereto.

5. The Register of Members and Share Transfer Books of the Company will remain closed from 16th July, 2016 to 1st August, 2016 both days inclusive.

6. The dividend on Equity Shares, if declared at the Meeting, will be credited / dispatched between 2nd August, 2016 and 12th August, 2016 to those members whose names shall appear on the Company’s Register of Members on 15th July, 2016; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

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, 2009 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 and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or its Registrar & Transfer Agent M/s. MCS Share Transfer Agent Ltd.

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 2016-17.

13. At the ensuing Annual General Meeting, Mr. Mohit Jain retires by rotation and being eligible offers himself for reappointment..

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

Mr. Mohit Jain, whose re-appointment is being considered, is the father of Mr. Rohan Jain, Dy. Managing 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. Registers under Section 170 and 189 of the Companies Act, 2013 will be available for inspection at the AGM of the Company.

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 23rd 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 23rd AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the General Meeting but shall not be entitled to cast their vote again at the General Meeting.

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

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Friday, 29th July, 2016 at 10:00 A.M. and ends on Sunday, 31st July, 2016

at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 25th July, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting at 5:00 P.M. on 31st July, 2016.

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

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

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

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

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.

(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)

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

before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

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

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

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

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

company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

DFM Foods Limited4

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

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

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

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

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

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

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

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

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

emailed to [email protected] and on approval of the accounts they would be able to cast their vote.

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.

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

(xxii) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 25th July, 2016 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. 5Mr. Mohit Jain was last appointed as the Managing Director for a period of 5 years w.e.f. 28th February, 2014 with the approval of the Shareholders of the Company at the Annual General Meeting held on 31st July 2014. Further as required under Schedule V to the Companies Act, 2013, the shareholders had approved payment of remuneration and also minimum remuneration payable to him in the event of absence or inadequacy of profits in any year for a period of 3 years from the date of his appointment.

Taking into consideration his present remuneration and future revisions, if any, and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors on 11th May, 2016 decided to revise the salary applicable to Mr. Mohit Jain w.e.f. 1st June, 2016 for the remaining tenure of his appointment as under:

I. Remuneration1. Salary :

� 5,50,000 per month

2. Commission : 4% (Four percent) of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013, after the profits of the Company are ascertained in each year.

3. Perquisites :

Category A a) Payment of expenditure on gas, electricity, water,

furnishing and servants at residence and office of the Managing Director.

b) Reimbursement of medical expenses actually incurred in India or abroad (inclusive of air fare, boarding/lodging for the patient and the attendant) for self and family.

c) Furniture allowance as per rules of the Company.

d) Leave travel allowance for self and family as per rules


of the Company.

e) Subscription fees of clubs subject to a maximum of two clubs excluding admission and life membership fees.

f) Personal Accident Insurance as per rules of the Company.

g) Helper allowance as per rules of the Company.

Category B a) Company’s contribution towards Provident Fund as

per rules of the Company.

b) Gratuity as per rules of the Company.

c) Company’s contribution towards superannuation fund or annuity fund as per rules of the Company.

Category C a) Free use of car and driver, both for official and

personal purposes.

b) Free telephone facility at residence. However long distance personal calls to be billed by the Company.

c) Encashment of earned/ privilege leave on full pay and allowance as per rules of the Company at the end of tenure.

d) Reimbursement of entertainment and all other expenses incurred for the purpose of the Company’s business.

e) The Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Details of remuneration paid to Mr. Mohit Jain during the Financial Year 2015-16 have been disclosed in the annexure to the Directors’ Report and in the Corporate Governance Report.

Except for the aforesaid revision in remuneration, all other terms and conditions of his appointment as the Managing Director of the Company and the minimum remuneration as approved earlier, shall remain unchanged for the remaining tenure of his appointment.

The total remuneration drawn from the Company including perquisites shall not exceed in aggregate 5% of the net profits of the Company computed in the manner laid down in Section 197(8) of the Companies Act, 2013. For the purposes of this computation, the perquisites shall be valued on the basis laid down under the rules framed under the Income Tax Act.

Further, the remuneration drawn by Mr. Mohit Jain from the Company and from The Delhi Flour Mills Co. Ltd., of which he is the Managing Director, put together shall not exceed the higher of the maximum

limit admissible from any of the Companies.

II. In the event of termination of the appointment of the Managing Director by the Company he shall be entitled to receive compensation in accordance with the provisions of Section 202 of the Companies Act, 2013.

In compliance with the provisions of Section 196 and 197 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013, the payment of the remuneration to the Managing Director as set out above is now being placed before the members for their approval.

The draft supplemental agreement based on the terms with respect to the payment of the aforesaid remuneration as approved by the Nomination & Remuneration Committee and the Board, between the Company and Mr. Mohit Jain is available for inspection by the members of the Company at its Registered office between 11.00 A.M. to 1.00 P.M. on any working day of the Company.

Besides Mr. Mohit Jain, Managing Director, Mr. Rohan Jain, Dy. Managing Director being son of Mr. Mohit Jain is concerned or interested in this resolution.

The contents of Item no. 5 of the notice and the relevant Statement may be treated as written Memorandum under Section 190 of the Companies Act, 2013

ITEM NO. 6

Mr. Rohan Jain was last appointed as a Whole Time Director for a period of 5 years w.e.f. 1st June, 2014 with the approval of the Shareholders of the Company at the Annual General Meeting held on 31st July 2014. Thereafter he was re-designated as Dy. Managing Director w.e.f. 22nd January 2015. Further as required under Schedule V to the Companies Act, 2013, the shareholders had approved payment of remuneration and also minimum remuneration payable to him in the event of absence or inadequacy of profits in any year for a period of 3 years from the date of his reappointment.

Taking into consideration his present remuneration and future revisions, if any, and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors on 11th May, 2016 decided to revise the salary applicable to Mr. Rohan Jain, Dy. Managing Director w.e.f. 1st June, 2016 for the remaining tenure of his appointment as under:

I. Remuneration1. Salary :

� 6,50,000 per month

2. Commission : 4% (Four percent) of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013, after the profits of the Company are ascertained in each year.

DFM Foods Limited6

3. Perquisites :

Category A a) Company maintained rent free accommodation.

b) Payment of expenditure on gas, electricity, water, furnishing and servants at residence and office of the Dy. Managing Director.

c) Reimbursement of medical expenses actually incurred in India or abroad (inclusive of air fare, boarding/lodging for the patient and the attendant) for self and family.

d) Furniture allowance as per rules of the Company.

e) Leave travel allowance for self and family as per rules of the Company.

f) Subscription fees of clubs subject to a maximum of two clubs excluding admission and life membership fees.

g) Personal Accident Insurance as per rules of the Company.

h) Helper allowance as per rules of the Company.

Category B a) Company’s contribution towards Provident Fund as

per rules of the Company.

b) Gratuity as per rules of the Company.

c) Company’s contribution towards superannuation fund or annuity fund as per rules of the Company.

Category C a) Free use of car and driver, both for official and

personal purposes.

b) Free telephone facility at residence. However long distance personal calls to be billed by the Company.

c) Encashment of earned/ privilege leave on full pay and allowance as per rules of the Company at the end of tenure.

d) Reimbursement of entertainment and all other expenses incurred for the purpose of the Company’s business.

e) The Dy. Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Details of remuneration paid to Mr. Rohan Jain during the Financial Year 2015-16 have been disclosed in the annexure to the Directors’ Report and in the Corporate Governance Report.

Except for the aforesaid revision in remuneration, all other terms and conditions of his appointment as the Dy. Managing Director of the Company and the minimum remuneration as approved earlier, shall remain unchanged for the remaining tenure of his appointment.

The total remuneration drawn from the Company including perquisites shall not exceed in aggregate 5% of the net profits of the Company computed in the manner laid down in Section 197 (8) of the Companies Act, 2013. For the purposes of this computation, the perquisites shall be valued on the basis laid down under the rules framed under the Income Tax Act.

II. In the event of termination of the appointment of the Dy. Managing Director by the Company he shall be entitled to receive compensation in accordance with the provisions of Section 202 of the Companies Act, 2013.

In compliance with the provisions of Section 196 and 197 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013, the payment of the remuneration to the Dy. Managing Director as set out above is now being placed before the members for their approval.

The draft supplemental agreement based on the terms with respect to the payment of the aforesaid remuneration as approved by the Nomination & Remuneration Committee and the Board, between the Company and Mr. Rohan Jain is available for inspection by the members of the Company at its Registered office between 11.00 A.M. to 1.00 P.M. on any working day of the Company.

Besides Mr. Rohan Jain, Mr. Mohit Jain, Managing Director being father of Mr. Rohan Jain is concerned or interested in this resolution.

The contents of Item no. 6 of the notice and the relevant Statement may be treated as written Memorandum under Section 190 of the Companies Act, 2013.

By order of the Board For DFM Foods Limited

Place: New Delhi Raju Singh TomerDated: 11th May, 2016 Company SecretaryRegistered Office:8377, Roshanara Road, Delhi-110 007CIN: L15311DL1993PLC052624E-mail: [email protected]: www.dfmfoods.comTel: 011-23826445Fax: 011-23822409


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

ATTENDANCE SLIP

23rd ANNUAL GENERAL MEETING - 1st August, 2016 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 23rd ANNUAL GENERAL MEETING of the Company at Air Force Auditorium, Subroto Park, New

Delhi - 110 010 on Monday, 1st August, 2016.

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

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 ______________________ 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

23rd Annual General Meeting of the Company, to be held on Monday, 1st August, 2016 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

DFM Foods Limited8

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Resolutions For Against

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

2. Declaration of dividend on equity shares.

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

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

5. Revision of remuneration of Mr. Mohit Jain, Managing Director.

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

Signed this ……………………. day of …………………… 2016.

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

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

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

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

Affix aRe.1/-

RevenueStamp

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

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

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

Creating value

annual report2015-16

regd. and Corporate office8377, Roshanara Road, Delhi - 110007

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

Email: [email protected]

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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.

Corporate Information 01

Financial Highlights 02

Five Year Analysis 03

Board of Directors 04

Chairman’s Letter 05

Corporate Overview

Independent Auditors’ Report

48

Balance Sheet 54

Statement of Profit and Loss

55

Cash Flow Statement 56

Notes Forming part of the Financial Statements

58

Financial Statements

Management Discussion and Analysis

06

Directors’ Report 08

Report on Corporate Governance

31

Statutory Section

CRAX Corn Rings is a unique corn-based, non-fried snack available in six unique flavours - Chatpata, Tangy Tomato, Masala Mania, Mast Cheese, Pudina Punch and Thai Sweet Chilli. This pioneering product comes in two affordable packs, which retail at H5 and H10 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, Bikaneri Bhujia, Navratan, Moong Dal, Matar Heeng Zeera, Mast Matar, Khatta Meetha, Lacha Mixture, Corn Flakes, Double Mazza, Mast Moongphali and salted peanuts which are retail at H 5 and H 10.

NATKHAT, is a light-weight, crunchy wheat puff with low fat percentage. Priced at H2 and H5, it extends our franchise to younger age groups and a wider market.

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

Financial Highlights

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

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

0

50

100

150

200

300

250

350

400

291.40 267.13

228.06

172.19

391.16

2015-162011-12 2012-13 2013-14 2014-15

0

250

500

1000

750

1250

1500

335.36308.29

160.17217.04

1461.24

2015-162011-12 2012-13 2013-14 2014-15

0

5

10

20

15

25

30

11.01

7.106.31

10.36

25.04

2015-162011-12 2012-13 2013-14 2014-15

0

5

10

20

15

25

30

11.01

7.106.31

10.36

25.04

2015-162011-12 2012-13 2013-14 2014-15

Corporate Overview Statutory Section Financial Statements

dFm Foods Limited2

Five Year Analysis(H in crore)

2011-12 2012-13 2013-14 2014-15 2015-16

INCOME

Sales and Other Income 172.19 228.06 267.13 291.40 391.16

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

22.77 23.84 26.52 32.87 48.74

As % of Sales & Other Income 13.22% 10.45% 9.93% 11.28% 12.46%

Depreciation & Amortisation Expense 2.38 4.38 8.22 5.91 6.57

Net Profit for the year 10.36 6.31 7.10 11.01 25.04

ASSETS EMPLOYED

Net Fixed Assets 88.45 97.36 91.12 88.24 112.52

Investments 0.02 0.02 0.02 0.02 -

Net Current Assets (10.86) (11.96) (9.35) (1.18) 5.95

Total 77.61 85.42 81.79 87.08 118.47

EQUITY FUNDS AND EARNINGS

Shareholders funds:

Equity Share Capital 10.00 10.00 10.00 10.00 10.00

Reserves and Surplus 20.15 23.55 27.73 35.73 54.84

Total 30.15 33.55 37.73 45.73 64.84

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

ROSF (Return of Shareholders Funds)** 39% 20% 20% 26% 45%

Per Equity Share of H10/-

Book Value (H) 30.15 33.55 37.73 45.73 64.84

Earnings (H) 10.36 6.31 7.10 11.01 25.04

Dividend (H) 2.50 2.50 2.50 2.50 5.00

Dividend Including DDT as % of Earnings 28% 46% 41% 27% 24%

Closing Market Price as on 31st March (H) 217.00 160.14 308.24 335.30 1461.00

Market Capitalization as on 31st March 217.04 160.17 308.29 335.36 1461.24

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

** PAT/ Average Shareholders funds


Board of Directors

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


dFm Foods Limited4

Dear Shareholders,

It gives me great pleasure to write to you at the end of

an extremely eventful and successful year.

The turnover of the Company grew by 34.7% to H 388.95 Crores and the Profit After Tax more than doubled to H 25.04 Crores from H 11.01 Crores in the previous year. Consequent to this stellar performance, the market capitalization of the Company increased from H 335 Crores as at 31st March, 2015 to H 1461 Crores as at the end of this financial year.

The major milestones achieved during the year are as under:-

• Theinnovationinmarketingwasthekeydriverofthe business.

• The sales and distribution operations wereconsolidated in all the areas.

• Thesalesinthe3principalcitiesoftheSouthZonewere stabilized.

• Thenewproductionlinewithacapacityof5000MT per annum was commissioned in December 15 and stabilized soon thereafter.

Chairman’s Letter

• Work on adding a new production line withcapacity of 10000 MT per annum at Greater Noida factory was initiated.

Going forward, we shall continue to invest in our products, sales and distribution footprint and organizational capability. The management team will strive to achieve similar growth in the new financial year as has been achieved in the year gone by. However, the actual outcome will depend on many factors such as overall economic growth, the impact of the marketing efforts, cost of raw materials and the competitive landscape in the marketplace. I am hopeful that our continued efforts will help realize the growth of our business in line with our vision of being a national player.

I would also like to thank and congratulate the entire management team for their untiring efforts which has made this excellent performance possible.

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

With best wishes,

Sincerely,

Mohit JainChairman & Managing Director11th May, 2016


dfm foods Limited6


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

2. Economic Scenario The Government continued its efforts to achieve macro

economic stability.

Consequently the GDP growth increased from 7.2% in 2014-15 to an estimated 7.6% in 2015-16. The manufacturing and services sectors grew at a faster rate, however a second year of poor monsoon resulted in low agricultural growth. Inflation remained under control and foreign exchange reserves rose smartly during the year.

The second consecutive year of poor monsoon has created rural stress in various parts of the country and has also resulted in low rural demand.

Market reports and corporate news suggest that the demand cycle has yet to pick up momentum in the FMCG sector.

3. Industry Structure and Its Development The snack food industry consists of two principal segments

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

The traditional ethnic snacks segment consists largely of the unorganized sector alongwith few organized players.

Of late there has been a shift in this market from the unorganized to the organized sector.

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

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

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

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

H 389.51 crores thereby growing by 34.7%.

The cost of materials remained relatively stable but showed a declining trend in the second half of the year thereby improving margins and profitability. However there are some signs now that the raw material prices may have bottomed out.

The EBITDA margins improved from 11.4% to 12.5% and the Profit After Tax more than doubled to H 25.04 crores and improved from 3.8% to 6.4% as a percentage of sales.

MANAGEMENT DISCUSSION & ANALYSIS

(H in Lakhs)

2015-16 2014-15 % ChangeSales 38951 28925 34.7Other Income 165 215 (23.3)Cost of materials 23804 17552 35.6

Employees benefits expenses 3331 2616 27.3Other Expenses 7107 5685 25.0EBITDA 4874 3287 48.3Finance Costs 567 571 (0.7)Depreciation 657 591 11.2Exceptional item - 406 -PBT 3650 1719 112.3Tax 1146 618 85.4PAT 2504 1101 127.4Diluted EPS (H) 25.03 11.01 127.3As % of SaleCost of materials 61.1 60.7Employees 8.6 9.0Other expenses 18.3 19.7EBITDA 12.5 11.4Exceptional item - 1.4PBT 9.4 5.9PAT 6.4 3.8

The table showing the comparison of the Profit and Loss statement is given below:


• ThedividendproposedfortheyearamountstoH 6.02 Crores as compared to H 3.01 Crores for the previous year. This includes the dividend distribution tax.

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

• Implementationofinnovationinthemarketingeffortsof the Company. This was instrumental in delivering the sales growth during the year.

• Consolidatingthesalesanddistributionoperationsinthe existing geographies.

• Commencement of sales and distribution in the 3metro cities of the South Zone.

• Continued investment in theorganizational capacityof the business.

• Commissioning of the brownfield expansion at theGreater Noida facility in December 2015. This added capacity of 5000 MT per annum thereby taking the total capacity available to 25308 MT per annum.

• Rationalization of the various pack sizes of thenamkeen portfolio.

• The rawmaterial prices remained stable during theyear but are now showing signs of having bottomed out.

• Initiationof the2nd brownfield at Greater Noida for adding further capacity of 10,000 MT per annum at an approximate cost of H 75 crores. This would be financed by a combination of internal accruals and debt.

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

• To further invest in the organizational capacity andcapability of the business.

• To expand the distribution footprint in all thegeographies.

• Tocompletethe2nd brownfield expansion at Greater Noida.

• Toworkonnewproductdevelopment.

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

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

In order to capture this growth efforts are being made

through innovation in marketing, expanding the distribution footprint and working on new product development.

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

7. Risks and Concern Risk relates touncertaintyabouteventsandthepossible

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

8. Outlook The continued efforts to develop the business should

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

9. Internal Controls and their Adequacy The Company has proper and adequate internal control

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

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

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

YourCompanyendeavorstofollowbestHRpracticesacrossall 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 452 in the previous year to 491 as on 31st March 2016.

dfm foods Limited8


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, 2016.

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

(H in Lakhs)

Year ended 31st March, 2016


Revenuefromoperations 38,951 28,925

Profit before interest, financial expenses and depreciation 4,874 3,287

Interest & financial expenses 567 571

Depreciation and amortization 657 591

Profit before exceptional items and tax 3,650 2,125

Exceptional items - 406

Profit before tax 3,650 1,719

Tax expense 1,146 618

Net profit for the year 2,504 1,101

Add Surplus brought forward 483 283

Available for appropriation 2,987 1,384

Appropriations

Dividend 500 250

Tax on proposed dividend 102 51

TransfertoGeneralReserve 250 600

Balance Carried forward 2,135 483

DividendYour Directors have recommended the payment of dividend of H 5/- per equity share of H 10/- each for the financial year ended 31st March, 2016 amounting to H 6.02 Crores inclusive of dividend distribution tax of H 1.02 Crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names would appear ontheRegisterofMembersason15th July, 2016.

Transfer to ReservesThe Company proposes to transfer R 2.50 Crores to the General Reserveoutoftheamountavailableforappropriation.

Operational Review and the State of Company’s AffairsThe details on operational review and the state of Company’s affairs are provided in the Management’s Discussion and AnalysisReportformingpartofthisAnnualReport.

Management’s Discussion and Analysis ReportManagement’s Discussion and Analysis Report for the yearunder review, as stipulated under Regulation 34(2)(e) ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015 ispresented inaseparatesectionformingpartoftheAnnualReport.

Subsidiaries, Joint Ventures and Associate CompaniesDuring the year the Company disposed off its investment in DFM Agro Limited. As at the end of the financial year, the Company does not have any subsidiary, Joint Ventures or Associate Company.

Directors Responsibility StatementYour Directors state that:a) in the preparation of the annual accounts for the year ended 31st

March, 2016 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, 2016 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015formsan integralpartofthisReport.Therequisitecertificatefrom 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. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit Committee for review and approval.

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

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

Corporate Social Responsibility (CSR)The Corporate Social Responsibility Committee of the BoardhasformulatedandrecommendedaCSRPolicytotheBoardindicating the activities to be undertaken by the Company. The same has been approved by the Board.

TheCSRPolicycanbeaccessedatthefollowingweblinkhttp://www.dfmfoods.com/download/corporate/CSR-Policy.pdf

The Company has spent a sum of H 25.00 Lakhs during the year onCSRactivities,whichamountsto2.02%oftheaveragenetprofits of last three financial years.

TheAnnualReportonCSRactivitiesisenclosedasAnnexure1.

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.

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 PersonnelDirectorsMr. Mohit Jain 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 the SEBI (Listing Obligations and DisclosureRequirements)Regulations,2015.

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 familiarization 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. Raju Singh Tomer has been appointed as CompanySecretary of the Company with effect from 10th February, 2016, in place of Mr. Parvinder Singh Arora who ceased to be the Company Secretary on 31st December, 2015.

Employees Stock Option SchemeDuring the financial year, the Company had granted 2,00,000 Employee Stock options to 2 employees. Out of them 1 employee resigned from the services of the Company during the year and as such 1,00,000 unvested options granted to him stands terminated.

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

dfm foods Limited10


The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2016 with regard to the Employee Stock Option Plan – 2014 of the Company are provided in Annexure3tothisReport.

Auditors and Auditors’ Report

Statutory AuditorM/s.DeloitteHaskins&Sells,(FirmRegistrationNo.015125N),Chartered Accountants had been appointed as statutory auditors of the Company from the conclusion of the 21st Annual General Meeting of the Company held on 31st July, 2014 till the conclusion of the 4th consecutive Annual General Meeting therefrom, subject to ratification of their appointment at every Annual General Meeting.

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

Secretarial AuditorThe Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the FinancialYear2015-16.TheSecretarialAuditReportisannexedasAnnexure4.TheSecretarialAuditReportdoesnotcontainany qualification, reservation or adverse remark.

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

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.

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 GovernancewhichformspartofthisAnnualReport.

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.

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 inAnnexure5tothisReport.

Extract of Annual ReturnTheextractofAnnualReturnof theCompany isprovided inAnnexure6tothisReport.

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 andRemunerationofManagerialPersonnel)Rules2014aregivenin Annexure 7A.

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 Section 197(12) of the Companies Act 2013 readwith Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules2014areattachedasAnnexure7B.

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 RegulatorsorCourtsorTribunalswhichimpactthegoingconcern 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 atWorkplace(Prevention,ProhibitionandRedressal)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: New Delhi Mohit JainDate: 11th May, 2016 Chairman


ANNEXURE - 1 TO DIRECTORS’ REPORT

1. AbriefoutlineoftheCompany’sCSRpolicy,includingoverviewofprojects or programs proposed to be undertaken and a reference totheweb-linktotheCSRpolicyandprojectsorprograms.

Refersection“CorporateSocialResponsibility”column in the report

2. TheCompositionoftheCSRCommittee. Mr. Mohit Jain, Chairman ; Mr. Mohit Satyanand, Member; and Mr. Sarat Chandra Nanda, Member

3. Average net profit of the Company for last three financial years H 1240.33 Lakhs

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

H 24.81 Lakhs

5. DetailsofCSRspentduringthefinancialyear.

a. Total amount to be spent for the financial year; H 24.81 Lakhs

b. Amount unspent, if any; Not applicable

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

Sl.

No

CSR project

or activity

identified

Sector in

which the

Project is

covered

Projects or programs

(1) Local area or other

(2) Specify the State

and district where

projects or programs

was undertaken

Amount

outlay

(budget)

project or

programs

wise (H)

Amount spent on the


Sub – heads:

(1) Direct expenditure on


(2) Overheads (H)

Cumulative

expenditure

upto to the

reporting

period (H)

Amount spent:

Direct or through

implementing agency*

i Rural

Development

Project

Eradicating

Hunger,

poverty and

malnutrition

Odisha -Sundergarh,

Deogarh & Sambalpur

Distt.

10.00 Lakhs (1) 10.00 Lakhs

(2) Nil

10.00 Lakhs Through Implementing

agency – Atmashakti

Trust*

ii Promoting

education and

healthcare

Education Chattisgarh–Raigarh

Distt.

3.00 Lakhs (1) 3.00 Lakhs

(2) Nil


agency – Tapaswini Nav

Sadhna**

iii Promoting

education

Education Uttar Pradesh - Bijnor 12.00 Lakhs (1)12.00 Lakhs

(2) Nil


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.

**TapaswiniNavSadhnaisaRegisteredSociety,whichwasestablishedin2006forprovidingeducation,healthfacilitiesandvocationaltrainingtoupliftthepoor.

***ShriVardhamanEducationalSocietyisaRegisteredSociety,whichwasestablishedintheyear1960topromoteeducationbyestablishingschool/collegesetc.

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

Not Applicable

Responsibility Statement:TheimplementationandmonitoringofCorporateSocialResponsibility(CSR)Policy,isincompliancewithCSRobjectivesandpolicyof the Company.

(Mohit Jain)ManagingDirectorandChairmanofCSRCommittee

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2015-16

dfm foods Limited12


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&RemunerationCommittee (NRC)may take intoaccount factors, such as:

• Educationalandprofessionalbackground;

• General understanding of the Company’s businessdynamics;

• Standingintheprofession;

• Personalandprofessionalethics,integrityandvalues;and

• Willingnesstodevotesufficienttimeandenergyincarryingout their duties and responsibilities effectively.

Criteria of Independence• TheNRCshallassesstheindependenceofDirectorsatthe

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

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

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

Remuneration 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 recommendsthe sitting fees to be paid for both the Board and Committee there of 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 theremuneration payable to the Executive Directors and Key Managerial Personnel.

TheBoardandNRCconsiderstheprovisionsoftheCompaniesAct, 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 organization.

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


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



Disclosure with respect to Employee Stock Option Plan – 2014 of the Company

Details of Options

Date of Grant 1st April, 2015

Total Number of Options Granted 2,00,000

Exercise price per option H 291.00

Options vested 20,000

Options exercised N.A.

Total Number of Shares arising as result of exercise of options N.A

Options Lapsed 1,00,000

Variation in terms of options N.A

Money realized by exercise of options N.A.

Total number of options in force 1,00,000

Pricing formula Intrinsic value

Employee wise details of options Granted to:

Senior managerial personnel:

Mr.RajivRaina,ExecutiveDirector 1,00,000

Mr. Shailesh Kumar Khurana, Chief Operating Officer* 1,00,000

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

None

Employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

None

The Company introduced Employee Stock Option Plan – 2014 in the Financial Year 2014-15, after approval by the Shareholders by wayofSpecialResolutiondated31st July, 2014. The first grant was made on 1stApril,2015bytheNominationandRemunerationCommittee (also known as Compensation Committee) as per the terms & conditions of Employee Stock Option Plan – 2014. The Company calculates employee compensation cost using intrinsic value of option.

The relevant information with respect to Company’s stock option plan as on 31st March, 2016 is given below:

*Since ceased to be in employment of the Company.

dfm foods Limited14


(In H Lakhs)

Pro forma adjusted Net Income (Loss) and Earning per Share

Net Profit as reported 2504

Add: Intrinsic Value compensation cost 9

Less: Fair Value compensation cost 39

Adjusted pro forma Net Profit 2474

Underlying Price 327.68

Exercise Price 291.00

Option life (Years) 3.5

Historical Volatility 59.12%

RiskFreeRate 7.71%

Dividend Yield 0.76%

Particulars Basic Diluted

As reported 25.04 25.03

Adjusted pro forma 24.74 24.73

Particulars Exercise Price (H) Fair Value (H)

Exercise price equals Market price N.A. N.A.

Exercise price is greater than Market price N.A. N.A.

Exercise price is less than Market price 291.00 194.96

Difference between intrinsic value and fair value of stock options and impact of this difference on net profit and EPS for the year:

Earnings Per Share (in H)

Weighted average exercise price and Weighted average fair value of Options Granted during the year: -

Description of method and significant assumptions used to estimate the fair value of options granted during the year:

The Company is following intrinsic value of method to amortize the compensation expense. The fair value of options granted during the year has been estimated using Black-Scholes Option Pricing Model after considering the following assumptions:


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 March 31, 2016 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 DFM Foods Limited for the financial year ended on March 31, 2016 according to the provisions of:

(i) TheCompaniesAct,2013 (theAct)and theRulesmadeunder the Act;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)andtheRulesmadeundertheAct;

(iii) TheDepositoriesAct,1996andtheRegulationsandBye-laws framed under the Act;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made under the Act to the

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

(v) The Regulations and Guidelines prescribed under theSecurities andExchangeBoardof IndiaAct, 1992 (‘SEBIAct’) viz:-

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

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

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

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

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

f) TheSecuritiesandExchangeBoardofIndia(RegistrarstoanIssueandShareTransferAgents)Regulations,1993regarding the Companies Act and dealing with client;

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

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

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


Form No. MR-3

SECRETARIAL AUDIT REPORTFORTHEFINANCIALYEARENDED31stMARCH,2016

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

CIN: L15311DL1993PLC052624

ToThe Members DFM FOODS LIMITED 8377,ROSHANARAROADDELHI-110007

dfm foods Limited16


• FoodSafetyandStandardAct,2006,RulesandRegulations

• LegalMetrologyAct,2009

I have also examined compliance with the applicable clauses of the following:I) Secretarial Standards issued by The Institute of Company

Secretaries of India.

II) Listing agreement entered into by the Company with BSE Limited (“BSE”)

During the period under review the Company has complied withtheapplicableprovisionsoftheActs,Rules,Regulations,Guidelines, Standards, Listing Agreement etc. mentioned above

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 meaning ful participation at the meeting.

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

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

I further report that during the audit period the Company has received the Open offer for acquisition of 26,10,836 equity shares (as defined below) from the equity shareholders of DFM Foods Limited (“Target Company”) by Aravali Investment Holdings (“Acquirer”) along with Jwalamukhi Investment Holdings (PAC1) and Westbridge Crossover Fund, LLC (PAC2) as the Persons Acting in Concert with the Acquirer (“persons acting in concert” / “PACS”). pursuant to and in compliance with, amongst others, Regulation3(1)andotherapplicableregulationsoftheSecuritiesand Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations,2011andsubsequentamendmentsthereto(the“SEBI(SAST)Regulations”)

SunitaMathur Company Secretary in Practice Place: New Delhi FCS No.: 1743Date: 11th May, 2016 C P No.: 741

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


To,The MembersDFM FOODS LIMITED 8377,ROSHANARAROADDELHI-110007

Our report of even date is to be read alongwith this letter

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

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

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

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

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

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

Sunita Mathur Company Secretary in Practice Place: New Delhi FCS No.: 1743Date: 11th May, 2016 C P No.: 741

‘Annexure A’

dfm foods Limited18



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

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

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

• Introductionofvariablefrequencydrivesintheairhandling units of the air conditioning plant.

• ChangingoftheSewageTreatmentPlantblowermotor to a VFD motor.

• ConversionofnormalCFLlightingtoLED.

• Installation of an air compressorwhich ismoreenergy efficient.

• Installationofanenergyefficientchillerfortheairconditioning plant for the new line.

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

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

(iii) The capital investment on energy conservation equipments:

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

B) Technology absorption: (i) The efforts made towards technology absorption:

a) Development of a semi-automated gift sorting conveyor.

b) Development of a new flavour.

c) Development of a new carton for packaging.

d) The commissioning of the new extrusion line.

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

a) The use of the gift sorting conveyor resulted in lower manpower costs and higher efficiency.

b) The new flavour launch has given a wider choice to the consumer there by helping in the growth of sales.

c) The new carton development has lowered costs.

d) The new extrusion line is more efficient in output, energy consumption and packaging accuracy.

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

Not Applicable

(iv) The expenditure incurred on Research andDevelopment:

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

C) Foreign exchange earnings and Outgo:

(H in Lakhs)

Foreign Exchange earned in terms of actual inflows NIL

Foreign Exchange outgo in terms of actual outflows 1974.00



Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March, 2016

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

I. Registration and Other Details:

II. Principal Business Activities of the Company :

III. Particulars of Holding, Subsidiary and Associate Companies:

i. CIN L15311DL1993PLC052624

ii. RegistrationDate 17th March, 1993

iii. Name of the Company DFM Foods Limited

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

v. AddressoftheRegisteredofficeandcontactdetails 8377,RoshanaraRoad,Delhi-110007 Tel. No.: +91-11-23826445 Fax No.:+91-11-23822409

vi. Whether listed Company Yes / No Yes

vii. Name,AddressandContactdetailsofRegistrarandTransferAgent, if any

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

Sl. No.

Name and Description of main products / services

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

1. Extruded snacks foods & Namkeen 1079 100%

Sl. No.

Name and Address of the Company

CIN/GLN Holding/Subsidiary/Associate

% of sharesheld

Applicable Section

NA

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

dfm foods Limited20


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

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

during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 707194 - 707194 7.07 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 - 700 700 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 700 995866 9.96 995166 700 995866 9.96 -

2. Non-Institutions -

a) Bodies Corp.

i) Indian 114164 12300 126464 1.26 118286 12300 130586 1.31 0.04

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

b) Individuals

i) Individual shareholders holding

nominal share capital upto

H2 lakh

602345 466898 1069243 10.69 764026 426718 1190744 11.91 1.22

ii) Individual shareholders holding

nominal share capital in excess of

H2 lakh

1852748 - 1852748 18.53 1668693 - 1668693 16.68 -1.85

c) Others (specify)

(i) NRI 43234 - 43234 0.43 101666 - 101666 1.01 0.58

Sub-total (B)(2):- 4107742 479198 4586940 45.86 4147922 439018 4586940 45.86 -

Total Public Shareholding

(B)=(B)(1)+(B)(2)

5102908 479898 5582806 55.82 5143088 439718 5582806 55.82 -

C. Shares held by Custodian for GDRs

& ADRs

- - - - - - - - -

Grand Total (A+B+C) 9521778 479898 10001676 100.00 9561958 439718 10001676 100.00 -


ii) Shareholding of Promoters

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

iii) Change in Promoters’ Shareholding

Sl

No.

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

change

in share

holding

during

the year

No. of

Shares

% of total

Shares

of the

Company

% of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of

total

Shares

of the

Company

% of Shares

Pledged /

encumbered

to total

shares

Mohit Jain 170725 1.71 - 170725 1.71 - -

RohanJain 19200 0.19 - 19200 0.19 - -

RashadJain 6400 0.06 - 6400 0.06 - -

Surekha Jain 510869 5.11 - 510869 5.11 - -

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

Total 4418870 44.18 - 4418870 44.18 - -

Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason

Cumulative Shaholding

during the year (01-04-15 to

31-03-16)

No of Shares at the

Beginning (01-04-15) /end

of the Year (31-03-16)

% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

1 Westbridge Crossover

Fund, LLC

1495251 14.95 01-04-2015 0 Nil movement

during the year

1495251 14.95 31-03-2016 1495251 14.95

2 HSBC Bank (Mauritius) Ltd. A/c

Jwalamukhi Investment Holdings

995166 9.95 01-04-2015 0 Nil movement

during the year

995166 9.95 31-03-2016 995166 9.95

3 Man Mohan Singh 1002700 10.03 01-04-2015

10-04-2015 -100 Transfer 1002600 10.02

17-04-2015 -100 Transfer 1002500 10.02

24-04-2015 -700 Transfer 1001800 10.02

01-05-2015 -1000 Transfer 1000800 10.01

08-05-2015 -300 Transfer 1000500 10.00

15-05-2015 -300 Transfer 1000200 10.00

22-05-2015 -200 Transfer 1000000 10.00

29-05-2015 -600 Transfer 999400 9.99

05-06-2015 -1621 Transfer 997779 9.98

12-06-2015 -29 Transfer 997750 9.98

19-06-2015 -250 Transfer 997500 9.97

10-07-2015 -2100 Transfer 995400 9.95

17-07-2015 -900 Transfer 994500 9.94

28-08-2015 975 Transfer 995475 9.95

04-09-2015 775 Transfer 996250 9.96

11-09-2015 5 Transfer 996255 9.96

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

No. of Shares % of total Shares

Wof 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 4418870

# There is no change in the total shareholding of the promoters between 01-04-2015 and 31-03-2016

dfm foods Limited22


Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason



31-03-16)

No of Shares at the



% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

09-10-2015 -1005 Transfer 995250 9.95

16-10-2015 -750 Transfer 994500 9.94

23-10-2015 -50 Transfer 994450 9.94

30-10-2015 -500 Transfer 993950 9.94

06-11-2015 300 Transfer 994250 9.94

13-11-2015 999 Transfer 995249 9.95

20-11-2015 756 Transfer 996005 9.96

27-11-2015 50 Transfer 996055 9.96

04-12-2015 945 Transfer 997000 9.97

11-12-2015 -1000 Transfer 996000 9.96

08-01-2016 -1000 Transfer 995000 9.95

15-01-2016 -350 Transfer 994650 9.94

22-01-2016 -50 Transfer 994600 9.94

29-01-2016 -100 Transfer 994500 9.94

05-02-2016 -300 Transfer 994200 9.94

12-02-2016 -149 Transfer 994051 9.94

19-02-2016 -903 Transfer 993148 9.93

04-03-2016 -1648 Transfer 991500 9.91

11-03-2016 -1523 Transfer 989977 9.90

18-03-2016 -77 Transfer 989900 9.90

31-03-2016 -2500 Transfer 987400 9.87

987400 9.87 31-03-2016 987400 9.87

4 Anuradha Sharma 293529 2.93 01-04-2015

17-04-2015 7200 Transfer 300729 3.01

24-04-2015 9900 Transfer 310629 3.11

01-05-2015 2425 Transfer 313054 3.13

08-05-2015 1475 Transfer 314529 3.14

15-05-2015 1100 Transfer 315629 3.16

22-05-2015 1300 Transfer 316929 3.17

29-05-2015 770 Transfer 317699 3.18

05-06-2015 1930 Transfer 319629 3.20

12-06-2015 45 Transfer 319674 3.20

19-06-2015 378 Transfer 320052 3.20

26-06-2015 7 Transfer 320059 3.20

03-07-2015 195 Transfer 320254 3.20

10-07-2015 -2460 Transfer 317794 3.18

17-07-2015 -4850 Transfer 312944 3.13

24-07-2015 285 Transfer 313229 3.13

31-07-2015 25 Transfer 313254 3.13

07-08-2015 134 Transfer 313388 3.13

14-08-2015 391 Transfer 313779 3.14

21-08-2015 646 Transfer 314425 3.14

28-08-2015 1479 Transfer 315904 3.16

04-09-2015 597 Transfer 316501 3.16

11-09-2015 528 Transfer 317029 3.17

18-09-2015 100 Transfer 317129 3.17

25-09-2015 61 Transfer 317190 3.17

30-09-2015 39 Transfer 317229 3.17

06-11-2015 97 Transfer 317326 3.17

13-11-2015 838 Transfer 318164 3.18

20-11-2015 2365 Transfer 320529 3.20

27-11-2015 91 Transfer 320620 3.21


Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason



31-03-16)

No of Shares at the



% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

04-12-2015 -1091 Transfer 319529 3.19

11-12-2015 -2000 Transfer 317529 3.17

18-12-2015 -14 Transfer 317515 3.17

25-12-2015 64 Transfer 317579 3.18

31-12-2015 100 Transfer 317679 3.18

08-01-2016 -850 Transfer 316829 3.17

15-01-2016 462 Transfer 317291 3.17

22-01-2016 478 Transfer 317769 3.18

29-01-2016 -240 Transfer 317529 3.17

05-02-2016 300 Transfer 317829 3.18

19-02-2016 500 Transfer 318329 3.18

26-02-2016 -75 Transfer 318254 3.18

04-03-2016 -1725 Transfer 316529 3.16

11-03-2016 -462 Transfer 316067 3.16

18-03-2016 500 Transfer 316567 3.17

31-03-2016 -2500 Transfer 314067 3.14

314067 3.14 31-03-2016 314067 3.14

5 Ashish Kacholia 0 0.00 01-04-2015

04-12-2015 55348 Transfer 55348 0.55

11-12-2015 1026 Transfer 56374 0.56

18-12-2015 4651 Transfer 61025 0.61

25-12-2015 946 Transfer 61971 0.62

31-12-2015 20409 Transfer 82380 0.82

08-01-2016 3479 Transfer 85859 0.86

04-03-2016 20472 Transfer 106331 1.06

106331 1.06 31-03-2016 106331 1.06

6 Nitu Kawaljit Singh 51212 0.51 01-04-2015

08-01-2016 2448 Transfer 53660 0.54

53660 0.54 31-03-2016 53660 0.54

7 SunilRungta 61377 0.61 01-04-2015

30-06-2015 -2000 Transfer 59377 0.59

03-07-2015 -5043 Transfer 54334 0.54

10-07-2015 -3957 Transfer 50377 0.5

21-08-2015 2500 Transfer 52877 0.53

18-09-2015 3500 Transfer 56377 0.56

08-01-2016 -7252 Transfer 49125 0.49

15-01-2016 -1000 Transfer 48125 0.48

22-01-2016 -238 Transfer 47887 0.48

29-01-2016 -1520 Transfer 46367 0.46

46367 0.46 31-03-2016 46367 0.46

8 Kiran Navinchandra Asher 0 0.00 01-04-2015

04-12-2015 8000 Transfer 8000 0.08

11-12-2015 900 Transfer 8900 0.09

18-12-2015 200 Transfer 9100 0.09

25-12-2015 3900 Transfer 13000 0.13

31-12-2015 1800 Transfer 14800 0.15

08-01-2016 6500 Transfer 21300 0.21

15-01-2016 250 Transfer 21550 0.22

29-01-2016 3700 Transfer 25250 0.25

05-02-2016 1750 Transfer 27000 0.27

04-03-2016 3250 Transfer 30250 0.3

11-03-2016 6750 Transfer 37000 0.37

dfm foods Limited24


Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason



31-03-16)

No of Shares at the



% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

18-03-2016 500 Transfer 37500 0.37

25-03-2016 550 Transfer 38050 0.38

31-03-2016 -1000 Transfer 37050 0.37

37050 0.37 31-03-2016 37050 0.37

9 Shiv Nadar 24597 0.25 01-04-2015 0 Nil movement

during the year

24597 0.25 31-03-2016 24597 0.25

10 Lalitha Krishnan 24750 0.25 01-04-2015

18-12-2015 -500 Transfer 24250 0.24

25-12-2015 -399 Transfer 23851 0.24

31-12-2015 -55 Transfer 23796 0.24

15-01-2016 -200 Transfer 23596 0.24

18-03-2016 -100 Transfer 23496 0.23

31-03-2016 -100 Transfer 23396 0.23

23396 0.23 31-03-2016 23396 0.23

11 RuralEngineeringCo.Pvt.Ltd 24693 0.25 01-04-2015

04-12-2015 -5506 Transfer 19187 0.19

19187 0.19 31-03-2016 19187 0.19

12 Dinero Wealth Advisors Private

Limited

34026 0.34 01-04-2015

16-10-2015 -34000 Transfer 26 0.00

23-10-2015 34000 Transfer 34026 0.34

34026 0.34 31-03-2016 34026 0.34

13 Sanjay Gupta 30000 0.29 01-04-2015

07-08-2015 -30000 Transfer 0 0.00

0 0.00 31-03-2016 0 0.00

14 AjayRelan 28800 0.28 01-04-2015

17-04-2015 -22743 Transfer 6057 0.06

24-04-2015 -6005 Transfer 52 0.00

01-05-2015 -52 Transfer 0 0.00

0 0.00 31-03-2016 0 0.00

15 RadhikaSharma 25872 0.26 01-04-2015

10-04-2015 -25872 Transfer 0 0.00

0 0.00 31-03-2016 0 0.00

Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason



31-03-16)

No of Shares at the

Beginning (01-04 15) /end


% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

A Directors:

1 Mr. Mohit Jain,

Chairman & Managing Director

170725 1.71 01-04-15 0 Nil movement

during the year

170725 1.71 31-03-16 170725 1.71

2 Mr.RohanJain

Dy. Managing Director

19200 0.19 01-04-15 0 Nil movement

during the year

19200 0.19 31-03-16 19200 0.19

3 Mr. Sarat Chandra Nanda

Independent Director

2800 0.03 01-04-15 0 Nil movement

during the year

2800 0.03 31-03-16 2800 0.03

v) Shareholding of Directors and Key Managerial Personnel:


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

*Mr.ParvinderSinghArora,CompanySecretaryheldofficeupto31.12.2015andMr.RajuSinghTomer,appointedasCompanySecretaryw.e.f.10.02.2016.

Sl

No.

Name Shareholding

Date

Increase /

Decrease in

Shareholding Reason



31-03-16)

No of Shares at the

Beginning (01-04 15) /end


% of total

Shares of the

Company

No. of

Shares

% of total

Shares of the

Company

4 Mr. Pradeep Dinodia


10200 0.10 01-04-15 0 Nil movement

during the year

10200 0.10 31-03-16 10200 0.10

5 Mr. Mohit Satyanand


71647 0.72 01-04-15 0

0 10-04-15 775 Transfer 72422 0.72

0 17-04-15 166 Transfer 72588 0.72

0 04-12-15 -8500 Transfer 64088 0.64

64088 0.64 31-03-16 64088 0.64

6 Mr. Sandeep Singhal

Director

0 0 01-04-15 0 Nil Holding

/ movement

during the year

0 0 31-03-16 0 0

7 Ms. Hiroo Mirchandani


0 0 01-04-15 0 Nil Holding

/ movement

during the year

0 0 31-03-16 0 0

B Key Managerial Personnel (KMP’s):

8 Mr. Davinder Dogra

Chief Financial Officer

0 0 01-04-15 0 Nil Holding

/ movement

during the year

0 0 31-03-16 0 0

9 Mr.RajuSinghTomer*

Company Secretary

0 0 01-04-15 0 Nil Holding

/ movement

during the year

0 0 31-03-16 0 0

10 Mr. Parvinder Singh Arora*

Company Secretary

0 0 01-04-15 0 Nil Holding

/ movement

during the year

0 0 31-03-16 0 0

(R in Lakhs)Secured Loans

excluding depositsUnsecured

LoansDeposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 4,945.85 56.76 27.37 5,029.98

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) 4,979.16 56.76 33.29 5,069.21

Change in Indebtedness during the financial year

• Addition 2,408.52 140.93 0 2,549.45

• Reduction 1,813.18 53.34 33.29 1,899.81

Net Change 595.35 87.59 (33.29) 649.64

Indebtedness at the end of the financial year

i) Principal Amount 5,541.20 144.35 0 5,685.55

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 44.15 0 0 44.15

Total (i+ii+iii) 5,585.35 144.35 0 5,729.70

dfm foods Limited26


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

B. Remuneration to other Directors:

Sl. No.

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

Managing Director

Mr. Rohan JainDy. Managing

Director1 Gross salary

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

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

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 11,99,197 12,21,921 24,21,118

(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 1,23,00,803 1,11,38,079 2,34,38,882

- others, specify… 0 0 0

5 Others, please specify 0 0 0

Total (A) 1,50,00,000 1,50,00,000 3,00,00,000

Ceiling as per the Act 3,96,99,776

Sl. No.

Particulars of Remuneration Name of Directors TotalAmountIndependent Directors Mr. Pradeep

DinodiaMr. Sarat Chandra Nanda

Mr. Mohit Satyanand

Ms. HirooMirchandani

•Feeforattendingboard/committeemeetings

6,50,000 6,00,000 12,00,000 4,50,000 29,00,000

•Commission - - - - -

•Others,pleasespecify - - - - -

Total (1) 6,50,000 6,00,000 12,00,000 4,50,000 29,00,000

Other Non-Executive Directors Mr. Sandeep Singhal

•Feeforattendingboard/committeemeetings

- - - - -

•Commission - - - - -

•Others,pleasespecify - - - - -

Total (2) - - - - -

Total (B)=(1+2) 6,50,000 6,00,000 12,00,000 4,50,000 29,00,000

TotalManagerialRemuneration 3,00,00,000

Overall Ceiling as per the Act 4,36,69,754


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

VII. Penalties / Punishment/ Compounding of Offences:

Sl. No.

Particulars of Remuneration Key Managerial PersonnelMr. Davinder

DograC.F.O.

*Mr. Parvinder

Singh AroraCompany Secretary

*Mr. Raju Singh Tomer

Company Secretary

Total

1 Gross salary

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

51,95,532 12,74,706 2,78,498 67,48,736

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

Nil Nil Nil Nil

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

Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission Nil Nil Nil Nil

- as % of profit

- others, specify…

5 Others, please specify Nil Nil Nil Nil

Total (A) 51,95,532 12,74,706 2,78,498 67,48,736

Type Section of the Companies Act Brief Description Details of Penalty

/ Punishment/

Compounding

fees imposed

Authority[RD/

NCLT/COURT]

Appeal made, if

any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

* Mr. P.S.Arora, Company Secretary held office upto 31stDecember,2015andMr.RajuSinghTomer,appointedasCompanySecretaryw.e.f.10th February, 2016.

NIL

dfm foods Limited28


ANNEXURE - 7A 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 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 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 2015-16 (H In

Lakhs)

% increase in Remuneration

in the financial year

2015-16

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

151.80 90.83% 67.44 Profit before Tax increased by 112.33% and Profit After Tax increased by 127.43% in financial year 2015-162 Mr.RohanJain

Deputy Managing Director153.17 63.91% 68.05

3 Mr. Pradeep Dinodia Independent Director

6.50 18.18% 2.89

Not Applicable

4 Mr. Sarat Chandra Nanda Independent Director

6.00 - 2.67

5 Mr. Mohit Satyanand Independent Director

12.00 20.00% 5.33

6 Mr. Sandeep SinghalNon-Executive Director

- N.A. NIL

7 Ms. Hiroo Mirchandani Independent Director

4.50 N.A. 2.00

8 Mr. Davinder DograChief Financial Officer

51.96 N.A. 23.08 Profit before Tax increased by 112.33% and Profit After Tax increased by 127.43% in financial year 2015-16

9 Mr. Parvinder Singh Arora Company Secretary*

- - N.A.

10 Mr.RajuSinghTomer Company Secretary*

2.78 - N.A.

*Mr. Parvindr Singh Arora held office upto 31stDecember,2015andMr.RajuSinghTomerappointedasCompanySecretaryw.e.f.10th February, 2016.


(ii) The median remuneration of employees of the Company during the financial year was H 2.25 Lakhs;

(iii) In the financial year, there was an increase of 9.52% in the median remuneration of employees;

(iv) There were 491 permanent employees on the rolls of Company as on 31st March, 2016;

(v) Relationship between average increase in remunerationand Company performance:

The Profit before Tax for the financial year ended 31st March, 2016 increased by 112.33% whereas the increase in median remuneration was 9.52%. The average increase in median remuneration was in line with the performance of the Company;

(vi) Comparison of Remuneration of the Key ManagerialPersonnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 85% from H 201.32 Lakhs in 2014-15 to H 372.46 Lakhs in 2015-16 where as the Profit before Tax increased by 112.33% to H 3,650 Lakhs in 2015-16 (H 1,719 Lakhs in 2014-15);

vii) a) Variations in the market capitalisation of the Company:

The market capitalisation as on 31st March, 2016 was H 1,461.24 Crores (335.36 Crores as on 31st March, 2015).

b) Price Earnings ratio of the Company was 58.35 as at 31st March, 2016 and was 30.45 as at 31st March, 2015.

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 1,46,100/- as on 31st March, 2016 indicating a Compounded Annual GrowthRateof26.79%.Thisisexcludingthedividendaccrued thereon;

(viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 10.98% whereas the increase in the managerial remuneration for the same financial year was 76.29%;

(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 theNominationandRemunerationCommitteeasperthe Remuneration Policy for Directors, Key ManagerialPersonnel 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 no employee (employed during the year) who was drawing a salary in excess of that drawn by the highest paid Director; and

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

dfm foods Limited30


ANNEXURE - 7B TO DIRECTORS’ REPORT

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

Sl. No

Name Designation Remunera-

tion (H)

Qualifications Expe-rience

(In years)

Date of commencement of employment

Age Last employment

Percentage of equity

shares held

Relationship with Directors

1 Jain Mohit Chairman & Managing Director

1,51,80,000 B.A. Honours (Economics)

41 17.03.1993 61 The Delhi Flour Mills Co.

Limited

1.71 Father of Mr. RohanJain,

Dy. Managing Director

2 JainRohan Dy. Managing Director

1,53,16,800 B.Sc. (Economics)

11 01.06.2009 33 The Delhi Flour Mills Co.

Limited

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

3 Khurana Shailesh Kumar*

Chief Operating

Officer

69,66,944 MBA 21 26.12.2014 45 Godfrey Phillips India

Limited

NIL N.A.

4 RainaRajiv Executive Director

1,35,91,987 MBA 32 01.09.1995 56 The Delhi Flour Mills Co.

Limited

NIL N.A.

*Mr. Shailesh Kumar Khurana held office upto 9th October, 2015

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

For and on behalf of the Board

Place: New Delhi (Mohit Jain)Date: 11th May, 2016 Chairman & Managing Director


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

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

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

We are committed to continuously strengthen Corporate Governance practices.

Governance Structure

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

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

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

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

Governance Policies

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

• Developmentofbusinessstrategy

• Operationalreviewandcontrol

• Riskassessment

• Legalcompliance

• CodeofConduct

• CodeofConductforprohibitionofinsidertrading

• Vigilmechanism/whistleblowerpolicy

• Policyonrelatedpartytransactions

• CorporateSocialResponsibilitypolicy

• PoliciesforselectionofDirectorsanddeterminingDirectorsindependence

• Remuneration policies for Directors, key managerialpersonnel and other employees

• Policiesforshareholderscommunication

dfm foods Limited32


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

The Board consists of 7 Directors of whom 2 are Whole-time Directors.The composition of the Board as on 31st March, 2016 is as follows:

Name of Director Category Directorship in other

Companies

Chairmanship/ Membership in spec-ified Committees#

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

Mr.RohanJainDy.ManagingDirector Promoter & Executive Director 2 -

Mr. Pradeep Dinodia Non-Executive Independent Director 7 5

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

Mr. Mohit Satyanand Non-Executive Independent Director 8 1

Mr. Sandeep Singhal Non-Executive Director 5 -

Ms. Hiroo Mirchandani Non-Executive Independent Director 6 4

#Inaccordancewithregulation26ofSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015,membership/chairmanshipofonlyAuditCommitteeandStakeholders’RelationshipCommitteeinallPublicLimitedCompanies(excludingDFMFoodsLimited)havebeenconsidered.

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

Selection of Independent 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 / professionareconsideredbytheNominationandRemunerationCommittee for appointment as Independent Directors on the Board. The Committee, inter-alia, considers educational and professional background, area of expertise, personal and professional ethics, integrity and values and Directorships of other companies of such person for selection of Directors and determining Directors independence. The Board considers the recommendation by the Committee and takes appropriate decision.

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

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

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

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

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

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

2. Capital budgets and any updates.

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

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

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

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

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

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

9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of


the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

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/IndustrialRelationsfrontlikesigningofwageagreement,implementationofVoluntaryRetirementSchemeetc.

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 2015-16 on 21st May, 2015, 29th June, 2015, 12th August, 2015, 29th October, 2015 and 10th February, 2016.

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 YesMr.RohanJain 5 NoMr. Pradeep Dinodia 4 YesMr. S C Nanda 3 YesMr. Mohit Satyanand 5 Yes

Mr. Sandeep Singhal 2 NoMs. Hiroo Mirchandani 4 Yes

Re-appointment of DirectorsMr. Mohit Jain shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

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

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 ListingAgreementwithStockExchange,Regulation18ofSEBI (ListingObligationsandDisclosureRequirements)Regulations,2015 and Section 177 of the Companies Act, 2013 read with rules made thereunder:

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

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

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

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

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

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

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

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

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

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

dfm foods Limited34


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,withthemanagement,thequarterlyfinancialstatements before submission to the board for approval

6. Reviewing,withthemanagement,thestatementofuses/ 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 ofstatutory and internal auditors, and adequacy of the internal control systems.

8. Reviewingtheadequacyofinternalauditfunction,ifany,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, ifany, by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

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

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

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

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

15. Scrutiny of inter-corporate loans and investments.

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

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

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

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

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

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

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

Meetings and attendance thereat 4 meetings of the Audit Committee were held during the year 2015-16 on 21st May, 2015, 12th August, 2015, 29th October, 2015 and 10th February, 2016.

Attendance details

Name of Director No of meetings attended

Mr Pradeep Dinodia 3Mr S C Nanda 3Mr Mohit Satyanand 4

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

(ii) Operations Committee

Reconstitution:The Banking and Finance Committee of the Company was renamed as Operations Committee in the Board Meeting dated 29th June, 2015.

Composition: The Operations Committee of the Board comprisesofMr.MohitJain(Chairman)andMr.RohanJain.

Terms of Reference:

1. Review and approve banking arrangements and cashmanagements.

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. Reviewandapprovestatutorycompliances.

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


Meetings and attendance thereat 3 meetings of the Operations Committee were held during the year 2015-16 on 16th May, 2015, 21st October, 2015 and 2nd February, 2016.

Attendance details

Name of the Committee Member No of meetings attended

Mr Mohit Jain 3

MrRohanJain 3

(iii) Nomination & Remuneration CommitteeComposition: The Nomination & Remuneration Committeeof 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 thereat 3 meetings of the Nomination & Remuneration Committeewere held during the year 2015-16 on 1st April, 2015, 29th October, 2015 and 10th February, 2016.

Attendance details


Mr Mohit Satyanand 3

Mr Pradeep Dinodia 2

Mr Sandeep Singhal 2

Mr Mohit Jain 3

(iv) Stakeholders’ Relationship CommitteeComposition: The Stakeholders’ Relationship Committeecomprises 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 thereat 4meetingsoftheStakeholders’RelationshipCommitteewereheld during the year 2015-16 on 16th May, 2015, 4th August, 2015, 21st October, 2015 and 2nd February, 2016.

Attendance details


Mr Mohit Satyanand 4Mr Mohit Jain 4

Investor Grievance Redressal: During the year 2015-16, the Company did not receive any complaint from Investor and no request for share transfers received was pending beyond the normal service time of a fortnight from the date of receipt of duly completed documents required to effect the transfer.

Compliance Officer:Mr.RajuSinghTomer,CompanySecretray

(v) Corporate Social Responsibility CommitteeComposition:TheCorporateSocialResponsibilityCommitteecomprises of three members - Mr. Mohit Jain (Chairman), Mr. Mohit Satyanand and Mr. S C Nanda.

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

a. Formulating a CSR policy as per Schedule VII andrecommending the same to the Board;

b. Recommendingtheamountofexpendituretobeincurredon the social activities; and

c. MonitoringtheCSRpolicyoftheCompany.

dfm foods Limited36


Meetings and attendance thereat2meetingsof theCorporateSocialResponsibilityCommitteewere held during the year 2015-16 on 10th June, 2015 and 10th March, 2016.

Attendance detailsName of the Committee Member No of meetings

attendedMr 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 10th February, 2016 in which Mr. S C Nanda, Mr. Mohit Satyanand and Ms. Hiroo Mirchandani were present.

Directors’ RemunerationRemuneration policyThe Company’s Remuneration Policy for Directors, KeyManagerial Personnel and other employees is annexed as Annexure2totheDirectors’Report.Further,theCompanyhasdevised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.

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

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

Note:-

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

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

c) The Company does not have any direct pecuniary relationship/transaction with any of its Non-executive Directors. However, a sum of H 3 Lakhs has been paid

toS.R.Dinodia&Co.LLPinwhichMr.PradeepDinodiaisaPartnerandH 5LakhstoMagicMountainRetreatPrivateLtd.inwhichMr.MohitSatyanandisa

Director towards fees for legal services and management consultancy services respectively during the financial year 2015-16. 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 2015-16. A declarationtothiseffectsignedbytheManagingDirectoroftheCompanyisprovidedelsewhereintheAnnualReport.

Insider Trading - Code of Conduct

PursuanttorequirementofSEBI(ProhibitionofInsiderTrading)Regulations,2015,theCompanyhasadopteda‘CodeofConduct’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.

( H in Lakhs)Salary, allowances &

perquisitesCommission Sitting fee for attending Board/

Committee meetingsWhole Time Directors

Mr. Mohit Jain 26.99 123.00 -

Mr.RohanJain 38.61 111.38 -

Non-Executive Directors

Mr. Pradeep Dinodia - - 6.50

Mr. S.C. Nanda - - 6.00

Mr. Mohit Satyanand - - 12.00

Mr. Sandeep Singhal - - -

Ms. Hiroo Mirchandani - - 4.50

Details of remuneration paid to the Directors during the year 2015-16:


Date of A.G.M. Time Venue Special Resolution1st August, 2013 10.00 A.M. Air Force Auditorium, Subroto

Park, New Delhi-110010 NIL

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

- AppointmentofMr.RohanJainasExecutiveDirectorfor a period of five years

- Authorisation to borrow money upto H 300 Crores.- Authorisation to issue Employee Stock Options under

ESOP

7th August, 2015 10.00 A.M. -Do- - Adoption of Memorandum of Association- Adoption of Articles of Association- KeepingtheRegister/IndexofMembersandAnnualReturns together with the copies of certificates anddocuments required to be annexed thereto at the officeoftheRegistrarandShareTransferAgent.

- 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.

The policy on dealing with related party transactions can be accessed at:http://www.dfmfoods.com/download/corporate/policy-on-related-party-transactions-and-materiality-of-related-party-transactions.pdf

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

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

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

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

3. General Body Meetings Thedate,timeandvenueoftheGeneralMeetingsheldduringthepreceding3yearsandtheSpecialResolution(s)passedthereatare as follows:

A. Annual General Meeting:

B. Extra Ordinary General Meeting:There was no Extra Ordinary General Meeting held during the financial year 2015-16.

C. Special Resolution(s) passed through Postal BallotDuring the year ended 31st March, 2016, no special resolution has been passed through postal ballot. Further, none of the businessesproposedtobetransactedintheensuingAnnualGeneralMeetingrequirepassingaSpecialResolutionthroughPostalBallot.

4. Disclosures

dfm foods Limited38


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

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:QuarterlyResultsof theCompanyare

published in ‘Financial Express’ and ‘Jansatta’ and aredisplayed 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. OfficialMediaReleasesaresenttotheStockExchange.

(c) Website: The Company’s website www.dfmfoods.com containsanexclusivesectionon‘Investors’whichenablesthem 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 tomembers and others entitled thereto.

TheManagementDiscussionandAnalysis(MD&A)ReportformspartoftheAnnualReport.

TheAnnualReportoftheCompanyisalsoavailableonthewebsite in a user-friendly and downloadable form.

(e) SEBI Complaints Redress System (SCORES):SCORESisawebbasedcomplaintredresssystem.ActionTakenReports(ATRs)on the investor complaint(s)areuploadedon theSCORESforonlineviewingbyinvestorsofactionstakenonthe 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 MondayDate 1st August, 2016Time 10.00 A.M.Venue Airforce Auditorium, Subrato Park, New Delhi – 110 010

Financial Calendar (tentative)Financial Year : 1st April, 2016 to 31st March, 2017

Results for the quarter ending:30th June, 2016 – First week of August, 2016

30th September, 2016 – First week of November, 2016

31st December, 2016 – First week of February, 2017

31st March, 2017 – Third week of May, 2017

Annual General Meeting - August, 2017

Date of Book ClosureSaturday, 16th July, 2016 to Monday, 1st August, 2016 (both days inclusive)

Dividend PaymentCredit /dispatch between 2nd August, 2016 and 12th August, 2016 subject to the approval of shareholders

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

Payment of Listing Fees: Annual listing fee for the year 2016-17 (as applicable) has been paid by the Company to BSE.

Payment of Depository Fees: Annual custody / Issuer fee for the year 2016-17 to NSDL and CDSL will be paid.


BSE Monthly High and Lows

Month High (H) Low (H)

April'15 383.90 310.00

May'15 515.00 348.20

June'15 554.00 450.00

July'15 746.50 534.00

August'15 697.50 500.00

September'15 575.00 472.00

October'15 625.00 471.00

November'15 817.00 550.00

December'15 922.00 795.50

January'16 1,130.00 836.00

February'16 1,116.00 881.25

March'16 1,519.00 957.00

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

0.00

Apr’ 15 May’ 15 Jun’ 15

DFM Foods share price BSE Sensex

Jul’ 15 Aug’ 15 Sep’ 15 Oct’ 15 Nov’ 15 Dec’ 15 Jan’ 16 Feb’ 16 Mar’ 16

200.00

400.00

600.00

800.00

1,000.00

1,200.00

1,400.00

Stock Performance vis-a-vis BSE Sensex

Com

pany

’s s

hare

pri

ce (

H)

BSE

Sens

ex

21000.00

22000.00

23000.00

24000.00

25000.00

26000.00

27000.00

28000.00

29000.00

dfm foods Limited40


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 dematerialization received are processed and approved every fortnight.

Distribution of shareholding as on 31st March, 2016

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

0 500 5942 567028 5.67

501 1000 104 86967 0.87

1001 2000 59 88637 0.89

2001 3000 37 90680 0.91

3001 4000 17 61550 0.62

4001 5000 18 82271 0.82

5001 10000 33 229141 2.29

10001 and above 32 8795402 87.94

Total 6242 1,00,01,676 100.00

Sl. No.

Category No of shares held %

1 Shareholding of Promoter and Promoter Group 44,18,870 44.18

2 Public shareholding

A Institutions

(a) Mutual Funds 700 0.01

(b) Foreign Institutional Investor 9,95,166 9.95

Sub-Total (A) 9,95,866 9.96

B Non-institutions

(a) Bodies Corporates 1,30,586 1.31

(b) Individuals 28,59,437 28.58

(c) NRIs 1,01,666 1.02

(d) Foreign Companies 14,95,251 14.95

Sub-Total (B) 45,86,940 45.86

GRAND TOTAL 1,00,01,676 100.00

Shareholding pattern as on 31st March, 2016


8. Compliance Certificate of the AuditorsCertificate from the Auditors of the Company, M/s. Deloitte Haskins & Sells, confirming compliance with the conditions of Corporate Governance as stipulated in erstwhile Clause 49 of the Listing Agreement and part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 isattachedtotheDirectors’ReportformingpartoftheAnnualReport.

9. CEO and CFO CertificationThe Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8)read with part B of schedule II SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They also givequarterly certification on financial results while placing the financialresultsbeforetheBoardintermsofRegulation33(2)

of SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015.

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

Dematerialization of shares and : As on 31st March, 2016, 95.6% of the total paid- up equity sharesliquidity of the Company have been dematerialized by the shareholders. The number of beneficiaries as on 31st March, 2016 is 2536. During the year 12.51 Lakhs shares were traded on Bombay Stock Exchange with a total value of H94.40 Crores.

OutstandingGDRs/ADRs/ : Noneissued/outstandingwarrants or any convertible instruments, Conversion date and likely impact on equity

Commodity price risk or : In order to mitigate the foreign exchange risk related to imports, theForeign exchange risk and Company enters into forward exchange contracts for the sameHedging activities

Plant locations : The plants of the Company are located at: 1. C - 40, Site III, MeerutRoadIndustrialArea, 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,RoshanaraRoad, Delhi-110007

Transfer of unclaimed amounts to Investor Education and Protection Fund

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

dfm foods Limited42


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. RaviMohitEnterprisesPvt.Ltd. Director

Membership of specified committees:- NIL -

Disclosure of Relationship:Mr.MohitJainisthefatherofMr.RohanJain,Dy.ManagingDirector of the Company.

Shareholding:He holds 1,70,725 shares of the Company as on 31st March, 2016.

Mr. Rohan Jain, Dy. Managing DirectorMr.RohanJainistheDy.ManagingDirectorofDFMFoodsLtd.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 redesignated as Dy Managing Director w.e.f. 22nd January, 2015.



1. DFM Agro Ltd. Director

2. Jain Farms and Industries Pvt. Ltd.

Director

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, 2016.

Mr. Pradeep Dinodia, Non-Executive Independent DirectorMr. Pradeep Dinodia is a leading Chartered Accountant and taxationexpert.He ispracticingasapartnerof 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.



1. ShriramPistons&RingsLtd. Chairman / Director

2. DCM Shriram Ltd. Director

3. Hero MotoCorp Ltd. Director

4. Hero Corporate Services (P) Ltd. Director

5. SPRInternationalAutoExportsLtd. Director

6. JK Lakshmi Cement Ltd. Director

7. ShriRamVeritechSolutionsPrivateLimited

Director

Membership of specified Committees:Sl. No.

Name of the Company

Name of the Committee

Designation

1. DCM Shriram Ltd.

Stakeholders’ RelationshipCommittee

Chairman

Audit Committee

Member

2. Hero MotoCorp Ltd.

Audit Committee

Chairman

3. Hero Corporate Services Pvt. Ltd.

Audit Committee

Chairman

4. Shriram Pistons &RingsLtd.

Audit Committee

Member

Stakeholders’ RelationshipCommittee

Member

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


Mr. S.C. Nanda, Non-Executive Independent DirectorMr. S.C. Nanda is a renowned Advocate with more than 38 years of legal experience. In 1977, he joined Khaitan & Co., a renowned Solicitors Firm in Delhi and during his tenure


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

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

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



1. Samniti Corporate Consultants Pvt. Ltd.

Director

2. AchillesRetailVenturesPvt.Ltd. Director

3. The Delhi Flour Mills Co. Ltd. Director


Name of the Company


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.


Mr. Mohit Satyanand, Non-Executive Independent DirectorMr. Mohit Satyanand is an entrepreneur and advisor. 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 Ltd., where he was instrumental in establishing the snack food business - which is now owned by DFM Foods. Subsequently, he set up and ran an event management Company, Teamwork Films Pvt. Ltd. He is a promoter director of Inlingua, New Delhi, a leader in language training.

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

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



1. Team Work Films Pvt. Ltd. Chairman

2. Amrit Learning Ltd. Director

3. Amrit Corp. Ltd. Director

4. Amrit Banaspati Company Ltd. Director

5. MagicMountainRetreatPvt.Ltd. Director

6. Teamwork Arts Pvt. Ltd. Director

Sl. No.


7. Medhavi Professional Services Pvt Ltd

Additional Director

8. Transformative Learning Solutions Pvt Ltd

Additional Director


Name of the Company


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


Mr. Sandeep Singhal, Non-Executive DirectorMr. Sandeep Singhal is a Co-founder and Managing Director of WestBridge Capital India Advisors Private Limited. He has previously served on the Boards of Just Dial Private Limited, eClerx Services Limited, Applabs Technologies Private Limited, Market Rx, Sequoia Capital India Advisors Private Limited,People Infocom Private Limited, GVK Biosciences Private Limited, What’s on Media India Private Limited, Stovekraft Private Limited, Strand Life Sciences Private Limited, Just Dial Global Private Limited,Celon Laboratories Limited, Reametrixand Carzonrent India Private Limited.

He has also 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 worked with Hindustan Lever Limited 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.



1. Dr. Lal Pathlabs Ltd. Nominee Director

2. Nazara Technologies Pvt. Ltd. Nominee Director

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

4. WestBridge Capital India Advisors Pvt. Ltd.

Managing Director

5. Kajaria Ceramics Ltd. Director

dfm foods Limited44


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, 2016.

Ms. Hiroo Mirchandani , Non-Executive Independent Director

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

Ms. Mirchandani was mentored under the ‘Women onCorporate Boards’ program of the FICCI Centre for Corporate Governance. She now serves on several Boards as an Independent Non-Executive Director. She has also been on the governing bodies of three educational institutions.

She is a Chevening Gurukul Scholar and has studied leadership and globalization 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.



1. Nilkamal Ltd. Director

Sl. No.


2. Tata Teleservices (Maharashtra) Ltd.

Director

3. Tata Communications Payment Solutions Ltd.

Director

4. ReligareHealthInsuranceCo.Ltd. Director

5. RootsCorporationLimited Director

6. Punjab National Bank Director


Name of the Company


Designation

1. Tata Communication Payment Solutions Limited

Audit Committee

Member

2. Tata Teleservices (Maharashtra) Limited

Audit Committee

Member

3. ReligareHealthInsurance Co. Ltd.

Audit Committee

Member

4. RootsCorporationLimited

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, 2016.


Declaration by the Managing Director

It is hereby declared under Regulation 34(3) readwith Schedule V of SEBI (ListingObligations andDisclosure Requirements)Regulations,2015thatalltheBoardmembersandseniormanagementpersonnelhavecompliedwiththeCodeofconductlaiddown by the Board.

Further, they have affirmed compliance with the said code of conduct as on 31st March, 2016.

Place: New Delhi Mohit JainDate :11th May, 2016 Managing Director

CEO / CFO Certification

As requiredunder Regulation17(8) readwithpart Bof schedule II of SEBI (ListingObligations andDisclosure Requirements)Regulations,2015,wehavecertifiedtotheBoardthatfortheFinancialYearended31st March, 2016, the Company has complied with the requirements of the said sub-clause.

Place: New Delhi Davinder Dogra Mohit Jain Date :11th May, 2016 Chief Financial Officer Managing Director

dfm foods Limited46


Independent 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, 2016, as stipulated in:

• Clause49(excludingclause49(VII)(E))oftheListingAgreementsoftheCompanywithstockexchange(s)fortheperiodfrom 1st April, 2015 to 30th November, 2015.

• Clause49(VII)(E)oftheListingAgreementsoftheCompanywiththestockexchange(s)fortheperiodfrom1st April, 2015 to 1st September, 2015.

• Regulation23(4)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015(theListingRegulations)for the period from 2nd September, 2015 to 31st March, 2016 and

• Regulations17to27(excludingregulation23(4))andclauses(b)to(i)ofregulation46(2)andparaC,DandEofScheduleVoftheListingRegulationsfortheperiodfrom1st December, 2015 to 31st March, 2016.

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

3. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India.

4. In our opinion and to the best of our information and according to our examination of the relevant records and 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 Clause 49 of the Listing Agreement and regulation 17 to 27 and clauses(b)to(i)ofregulation46(2)andparaC,DandEofScheduleVoftheListingRegulationsfortherespectiveperiodsofapplicability as specified under paragraph 1 above, during the year ended 31st March, 2016

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

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

Place : New Delhi Vijay AgarwalDate : 11th May, 2016 Partner

M.No.094468

Annual Report 2015-16 47Annual Report 2015-16 47

FINANCIAL STATEMENTS


dfm foods Limited48

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, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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

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

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 and the Order under Section 143 (11) of the Act.

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

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

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

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

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

necessary for the purposes of our audit.


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

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

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

e) On the basis of the written representations received from the Directors as on 31st March, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

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

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 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.

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

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

Vijay AgarwalPartner(Membership No. 094468)

Place: New DelhiDate: 11th May, 2016


dfm foods Limited50

Annexure A to the Independent Auditor’s Report

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

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

We have audited the internal financial controls over financial reporting of DFM FOODS LTD (“the Company”) as at 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

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

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

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

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

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


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

OpinionIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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




dfm foods Limited52

Annexure B to the Independent Auditor’s Report

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

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

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

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

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

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

(iv) The Company has not granted any loans, made investments or provide guarantees under Section 185 and Section 186 of the Companies Act, 2013 and hence reporting under Clause (iv) of the CARO 2016 is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year under Section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013.

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

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

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income - tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Income - tax, Sales Tax, Service tax, Customs Duty and Excise Duty which have not been deposited as on 31st March, 2016 on account of disputes. Detail of dues of Value Added Tax which have not been deposited as on 31st March, 2016 on account of dispute is given below:

Name of Statute Nature of the Dues Forum where Dispute is Pending

Period to which the amount relates

Amount involved

(H in Lakhs)

West Bengal Value Added Tax Act, 2003

Entry Tax High Court (F.Y.) 2015-16 11


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

Name of Statute Nature of the Dues Forum where Dispute is Pending

Period to which the amount relates

Amount involved (H in Lakhs)

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

(F.Y.) 2007-08 to 2015-16

11,273#

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

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

(ix) The Company has not raised moneys by way of further public offer (including debt instruments). Further, in our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under Clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under Clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non - cash transactions with its Directors or Directors of its holding, subsidiary or associate Company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

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




dfm foods Limited54

(H in Lakhs)

Particulars Note No.

As at 31st March, 2016


I. EQUITY AND LIABILITIES 1. Shareholders’ funds (a) Share capital 3 1,000 1,000 (b) Reserves and surplus 4 5,484 3,573 6,484 4,573 2. Non-current liabilities (a) Long-term borrowings 5 4,120 2,803 (b) Deferred tax liabilities (net) 6 935 749 (c) Other long-term liabilities 7 767 766 (d) Long-term provisions 8 165 87 5,987 4,405 3. Current liabilities (a) Short-term borrowings 9 369 1,114 (b) Trade payables 10 (i) Total outstanding dues of micro enterprises and small

enterprises 318 308

(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

2,910 1,126

(c) Other current liabilities 11 2,088 2,235 (d) Short-term provisions 12 939 418 6,624 5,201 TOTAL 19,095 14,179 II. ASSETS 1. Non-current assets (a) Fixed assets (i) Tangible assets 13 11,178 8,818 (ii) Intangible assets 13 9 4 (iii) Capital work - in - progress 65 2 (b) Non - current investments 14 - 2 (c) Long - term loans and advances 15 313 254 (d) Other non - current assets 16 311 16 11,876 9,096 2. Current assets (a) Current investments 17 4,231 3,079 (b) Inventories 18 1,503 1,825 (c) Trade receivables 19 1 3 (d) Cash and cash equivalents 20 1,279 86 (e) Short-term loans and advances 21 89 82 (f) Other current assets 22 116 8 7,219 5,083 TOTAL 19,095 14,179 See accompanying notes forming part of the financial statements 1 - 43

BALANCE SHEET AS AT 31st MARCH, 2016

In terms of our report attached For and on behalf of the Board of Directors

For Deloitte Haskins & Sells Mohit Jain Rohan Jain Chartered Accountants Chairman and Managing Director Dy. Managing Director DIN 00079452 DIN 02644896

Vijay Agarwal Rajiv Bhambri Raju Singh Tomer Partner Group Chief Financial Officer Company Secretary Membership No. 094468

Place : New Delhi Place : New Delhi Davinder Dogra Date : 11th May, 2016 Date : 11th May, 2016 Chief Financial Officer


(H in Lakhs)

Particulars Note No.



1. Revenue from operations 23 38,951 28,925

2. Other income 24 165 215

3. Total revenue (1+2) 39,116 29,140

4. Expenses

(a) Cost of materials consumed 25 23,834 17,605

(b) Changes in inventories of finished goods 26 (30) (53)

(c) Employee benefits expense 27 3,331 2,616

(d) Finance costs 28 567 571

(e) Depreciation and amortisation expense 13 657 591

(f) Other expenses 29 7,107 5,685

Total expenses 35,466 27,015

5. Profit before exceptional items and tax (3-4) 3,650 2,125

6. Exceptional items (Refer Note 31) - 406

7. Profit before tax (5-6) 3,650 1,719

8. Tax expense:

(a) Current tax expense 958 520

(b) Short / (Excess) provision for tax relating to prior years 2 (3)

(c) Deferred tax 186 101

Net tax expense 1,146 618

9. Profit for the year (7-8) 2,504 1,101

10. Earning per equity share (face value H10/- each)

(a) Basic 33 25.04 11.01

(b) Diluted 33 25.03 11.01

See accompanying notes forming part of the financial statements 1 - 43

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2016






dfm foods Limited56

(H in Lakhs)

Particulars Year ended 31st March, 2016


A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation 3,650 1,719

Adjustments for:

Depreciation and amortization of fixed assets 657 591

Profit on sale of fixed assets (net) (13) (1)

Profit on sale of current investments (net) (63) (154)

Expense on employee stock option (ESOP) scheme 9 -

Interest on bank deposits (72) (12)

Interest expense 494 562

Premium on forward exchange contract 35 -

Bank charges 38 9

Operating profit before working capital changes 4,735 2,714

Adjustment for changes in working capital:

Increase / (Decrease) in trade payables 1,794 119

Increase / (Decrease) in short - term provisions 146 88

Increase / (Decrease) in long - term provisions 78 46

Increase / (Decrease) in other current liabilities (310) 439

Increase / (Decrease) in other long term liabilities 1 64

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

(Increase) / Decrease in inventories 322 (334)

(Increase) / Decrease in Long - term loans and advances (7) (4)

(Increase) / Decrease in Short - term loans and advances (7) 92

(Increase) / Decrease in other current assets (61) 6

Cash generated from operations 6,693 3,228

Taxes paid (net of refunds) (829) (596)

Net cash flow from operating activities 5,864 2,632

B. CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditure on fixed assets including capital advances (3,196) (382)

Proceeds from sale of fixed assets 49 29

Bank deposits not considered as cash and cash equivalents - placed (1,227) 75

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

Purchase of current investments (3,312) (3,465)

Sale proceeds of current investment 2,223 1,939

Sale proceeds of non current investment 2 -

Interest received 25 21

Net cash flow from / (used in) investing activities (5,441) (1,788)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016


(H in Lakhs)



C. CASH FLOW FROM FINANCING ACTIVITIES

Dividends paid (250) (250)

Dividend Distribution Tax (51) (42)

Interest paid (468) (620)

Bank charges paid (38) (9)

Net increase / (decrease) in working capital borrowings (745) 623

Proceeds of long term borrowings 2,514 557

Repayment of long term borrowings (1,128) (1,248)

Net cash flow used in Financing Activities (166) (989)

Net increase / (decrease) in cash and cash equivalents 256 (145)

Cash and Cash equivalents at the beginning of the year 52 197

Cash and Cash equivalents at the end of the year (Refer Note 20) 308 52

Net increase / (decrease) in cash and cash equivalents 256 (145)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016






dfm foods Limited58

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

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

1 Corporate Information

2 Significant accounting policies

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

Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2. Use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

2.3. Fixed assets (Tangible / Intangible) Fixed assets are carried at cost less accumulated depreciation/ amortization and impairment losses, if any. The cost of fixed

assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets.

Subsequent expenditures related to an item of fixed asset are added to its book value only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. Losses arising from the retirement of and gains or losses arising from the disposal of fixed assets are recognized in the Statement of Profit and Loss.

Capital work - in - progress : Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

2.4. Depreciation and amortization Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on the estimated usage of the asset and past history of replacement etc.:

Assets Useful life Vehicles 5 years

Leasehold land is amortized over the duration of the lease.

Intangible assets are amortized over their estimated useful life on straight line method as follows:

Assets Useful life Trade Mark 10 years Computer software 3 years

The estimated useful life of the intangible assets and the amortization period are reviewed at the end of each financial year.

2.5. Impairment of Assets The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. An asset

is treated as impaired when the carrying cost of assets exceeds its recoverable value. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present



value based on an appropriate discount factor. An impairment loss is charged to the Statement of Profit and Loss in the year in which the asset is identified as impaired. When there is indication that an impairment loss recognized for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognized in the Statement of Profit and Loss.

2.6. Investments Current investments are carried individually at lower of cost and fair value, computed category wise. 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 realizable value after providing for obsolescence and other losses,

where considered necessary. The basis of determining cost for various categories of inventories, are as follows:

1. Raw Material : At material cost on weighted average basis 2. Finished goods : Cost of Raw Materials plus apportioned direct expenses 3. Stores and Spares : Weighted average cost

2.10. Revenue recognition Sale of goods : Revenue from sales of goods is recognized when all the substantial risks and rewards of ownership of the

goods have been passed to the buyer and are recognized net of claims. The Company collects value added taxes on behalf of the government and these taxes are not economic benefits flowing to the Company and as such these taxes are excluded from revenue.

Interest : Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Other Income” in the Statement of Profit and Loss.

Dividends : Dividend income is recognized when the right to receive dividend is established.

2.11. Borrowing costs Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign

currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.12. Employee benefits Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.

(i) Defined contribution plans : The Company’s contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees. Provident fund contributions are made to a Trust administered by the promoter Company.

(ii) Defined benefit plans : The Company provides for gratuity fund under a defined benefit plan for all employees. The gratuity fund is covered through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The gratuity fund provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of


dfm foods Limited60

employment of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in the Statement of Profit and Loss in the period in which they occur. The retirement benefit obligation recognized in the Balance Sheet represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the schemes.

(iii) Short-term employee benefits : The undiscounted amount of short - term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short - term compensated absences is accounted as under:

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

(b) in case of non - accumulating compensated absences, when the absences occur.

(iv) Long-term employee benefits : Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized as a liability at the present value of the defined benefit obligation as at the balance sheet date.

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 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 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 recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period i.e. the period for which the MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on “Accounting for credit available in respect of Minimum Alternative Tax under The Income Tax Act, 1961”, the said asset is created by way of credit to the Statement of Profit and Loss account and shown as “MAT Credit Entitlement”. The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal income tax during the specified period.

Deferred tax resulting from “timing differences” between taxable and accounting income is accounted for using the tax rates and laws that are enacted as on the balance sheet date. Deferred tax liabilities are recognised for all timing differences. Deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future.

Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

2.16. Foreign currency transactions

Initial recognition Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date

of the transaction or at rates that closely approximate the rate at the date of the transaction.




Measurement at the balance sheet date Foreign currency monetary items of the Company outstanding at the balance sheet date are restated at the year - end rates.

Treatment of exchange differences Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company

are recognized as income or expense in the Statement of Profit and Loss.

Accounting for forward contracts Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortized

over the period of the contracts if such contracts relate to monetary items as at the balance sheet date. Any profit or loss arising on cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

2.17. Provisions and contingent liabilities Provisions are recognized when there is present obligation as a result of past events and it is probable that there will be an

outflow of resources. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non - occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

2.18. Operating cycle Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their

realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

3 Share Capital

Particulars As at 31st March, 2016 As at 31st March, 2015 Number H in Lakhs Number H in Lakhs

(a) Authorised

Equity shares of H 10/- each (with voting rights) 1,30,00,000 1,300 1,30,00,000 1,300

10% Cumulative convertible preference shares of H 10 /- each

20,00,000 200 20,00,000 200

1,500 1,500

(b) Issued, Subscribed and Paid up#

Equity shares of H10/- each (with voting rights) fully paid up

1,00,01,676 1,000 1,00,01,676 1,000

Total 1,000 1,000

Particulars Equity Share Capital Equity Share Capital

As at 31st March, 2016 As at 31st March, 2015

Number of

shares

H in Lakhs Number of

shares

H in Lakhs

Opening balance 1,00,01,676 1,000 1,00,01,676 1,000

Movement during the year - - - -

Closing balance 1,00,01,676 1,000 1,00,01,676 1,000

#Refer to Note (i) to (iii) below

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:


dfm foods Limited62


(ii) Rights, preferences and restrictions attached to the equity shareholders:

The Company has one class of equity shares having a par value of H 10/- per share. Each shareholder is eligible for one vote per share held. In the event

of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in

proportion to their shareholding.

Particulars As at 31st March, 2016 As at 31st March, 2015

No. of

shares held

% Holding No. of

shares held

% Holding

The Delhi Flour Mills Co. Ltd.# 37,11,676 37.11 37,11,676 37.11

West Bridge Crossover Fund, LLC 14,95,251 14.95 14,95,251 14.95

Mr. Man Mohan Singh 9,87,400 9.87 10,02,700 10.03

Jwalamukhi Investment Holdings 9,95,166 9.95 9,95,166 9.95

Mrs. Surekha Jain 5,10,869 5.11 5,10,869 5.11

Name of shareholder As at

31st March, 2016

As at

31st March, 2015

Ordinary shares of H 10/- each (Refer note 41) 1,00,000 -

1,00,000 -

(H in Lakhs)

Particulars As at 31st March, 2016


A. General reserve

Opening balance 3,064 2,464

Add: Transferred from surplus in Statement of profit and loss 250 600

Closing balance 3,314 3,064

B. Securities premium reserve

Opening balance 26 26

Addition during the year - -

Closing balance 26 26

C. Share Options Outstanding account

Opening balance - -

Amount recorded on grant during the year 9 -

Closing balance 9 -

D. Surplus in statement of profit and loss

Opening balance 483 283

Add: Profit for the year 2,504 1,101

Less:

- Dividends proposed to be distributed to equity shareholders (H 5/- per share (Previous year H 2.50 per share)

500 250

- Tax on dividend 102 51

- Transferred to general reserve 250 600

Closing Balance 2,135 483

Total (A+B+C+D) 5,484 3,573

(iii) Details of shares held by each shareholder holding more than 5% shares:

(iv) Shares reserved for issue under options towards outstanding employee stock options granted:

4 Reserves and surplus

#Enterprise that exercise significant influence over the Company.



Notes: (i) Details of nature of security and terms of repayment

(H in Lakhs)



a) Term loans - secured

From banks 3,887 2,803

From other party 233 -

Total 4,120 2,803

5 Long-term borrowings#

# Refer notes below for nature of security and terms of repayment of borrowings, including current maturities of long term debts. Also refer note 11.

Nature of security Terms of repayment

1. Term loan from bank amounting to H 1,508 Lakhs (31st March, 2015 H 2,354 Lakhs) are secured by hypothecation of all tangible fixed assets including plant and machinery, present as well as future, and equitable mortgage of lease hold property located at Plot No. 49, 50, 53 & 54 Ecotech – I Extension, Greater Noida (U.P.)

Repayable in 22 equal quarterly instalments, with first instalment commencing on 30th September, 2012. Interest paid on monthly rest. Due within 1 year H846 Lakhs (Previous year H 846 Lakhs)

2. Term loan from bank amounting to H 214 Lakhs (31st March, 2015 H 298 Lakhs) are secured by:

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

Repayable in 20 quarterly instalments, with first instalment commencing on 31st July, 2013. Interest paid on monthly rest. Due within 1 year H 88 Lakhs (Previous year H 84 Lakhs)

3. Term loan from bank amounting to H 192 Lakhs (31st March, 2015 H 280 Lakhs) are secured by:

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.)

Repayable in 14 quarterly instalments, with first instalment commencing on 31st March, 2015. Interest paid on monthly rest. Due within 1 year H 88 Lakhs (Previous year H 88 Lakhs)

4. Term loan from bank amounting to H 629 Lakhs (31st March, 2015 H680 Lakhs) are secured by:

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.)

Repayable in 24 quarterly instalments, with first instalment to be commenced from 1st October2015. Interest paid on monthly rest.

Due within 1 year H 93 Lakhs (Previous year H 34 Lakhs)

5. Term loan from bank amounting to H277 Lakhs (31st March, 2015 H220 Lakhs) are secured by:

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.)

Repayable in 28 quarterly instalments, with first instalment to be commenced from 1st April, 2016. Interest paid on monthly rest. Due within 1 year H 16 Lakhs (Previous year H Nil)

6. Term loan from bank amounting to H 2,112 Lakhs (31st March, 2015 H Nil) are secured by:

a) Exclusive Hypothecation charge over new line industrial assets incl., Plant & Machinery / other assets located at Plot No. 49,50,53 & 54 Ecotech Extension – I, Greater Noida, Gautam Budh Nagar (U.P.) to be created out of this Term Loan.

b) Include H 941 Lakhs (Previous year H Nil) buyers credit loan taken by the Company. These buyer credit loan would be repaid out of term loan sanctioned by the Indian Bank.

Repayable in 27 equal quarterly instalments, with first instalment to be commenced from 30th June, 2017. Interest paid on monthly rest. Due within 1 year H Nil (Previous year H Nil)

7. Interest free term loan from The Pradeshiya Industrial & Investment Corporation of U.P. Ltd (PICUP) amounting to H 233 Lakhs (31st March, 2015 H Nil) is secured by bank guarantee against which fixed deposit equivalent to 100% loan amount is placed as margin money.

Repayable in 1 instalment after seven years from the date of disbursement i.e. 15th June, 2022.

8. Vehicle Loan amounting to H 143 Lakhs (31st March, 2015 H 57 Lakhs) secured by hypothecation of vehicles.

Repayable in 36 monthly instalments commencing from the date of purchase. Due within 1 year H 57 Lakhs (Previous year H 33 Lakhs)

(ii) Term loans from banks are also guaranteed by Chairman and Managing Director.


dfm foods Limited64


(H in Lakhs)



Tax effect of items constituting deferred tax liabilities

- On difference between book balance and tax balance of fixed assets 1,002 783

Less:

Tax effect of items constituting deferred tax assets

- Provision for compensated absences and gratuity 67 34

Deferred tax liability (Net) 935 749

(H in Lakhs)



Security deposits 767 766

Total 767 766

(H in Lakhs)



Provision for employee benefits:

- Compensated absences 141 69

- Gratuity 24 18

Total 165 87

(H in Lakhs)



Loans repayable on demand - secured# 369 1,114

Total 369 1,114

6 Deferred tax liabilities (net)

7 Other long-term liabilities

8 Long-term provisions

9 Short-term borrowings

# Working capital loan from banks are secured by hypothecation of inventories and book debts.



(H in Lakhs)



Other than acceptances

- Total outstanding dues of micro enterprises and small enterprises (Refer note below)

318 308

- Total outstanding dues of creditors other than micro enterprises and small enterprises

2,910 1,126

Total 3,228 1,434

Particulars As at

31st March, 2016

As at

31st March, 2015

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 - -

10 Trade payables

Note:

Dues to Micro and Small enterprises have been determined to the extent such parties have been identifying on the basis of information collected by the management. This has been relied upon by the auditors.

(H in Lakhs)



(a) Current maturities of long-term borrowings

- Term loans 1,188 1,085

(b) Interest accrued but not due on borrowings 44 33

(c) Unclaimed dividend 39 34

(d) Unclaimed matured deposits - 33

(e) Other payables:

- Advance from customers 415 362

- Statutory dues 159 484

- Creditors for capital goods 88 39

- Security deposits 47 50

- Employee benefits payable 100 115

- Others 8 -

Closing Balance 2,088 2,235

11 Other current liabilities

Notes: (i) There are no amounts due for payment to the Investor Education and Protection Fund as at the year end.


dfm foods Limited66


(H in Lakhs)



(a) Provision for employees benefits:

- Commission to Directors 234 101

- Compensated absences 26 14

- Gratuity 4 2

(b) Other provisions:

- Proposed dividend 500 250

- Tax on proposed dividend 102 51

- Provision for tax (net of advance tax H 1,699 Lakhs) 73 -

Total 939 418

(H in Lakhs)

Particulars GROSS BLOCK DEPRECIATION NET BLOCK

Balance as at 31st March, 2015

Additions Deletions Balance as at 31st March, 2016

Balance as at 31st March, 2015

For the year

Eliminated on deletion

Balance as at 31st

March, 2016

Balance as at 31st

March, 2016

Balance as at 31st

March, 2015

(a) Tangible Assets

Leasehold land 906 - - 906 49 10 - 59 847 857

Freehold land 118 - - 118 - - - - 118 118

Leasehold Improvement 10 17 - 27 2 25 - 27 - 8

Building 3,297 65 - 3,362 392 124 - 516 2,846 2,905

Plant and machinery 5,798 2,734 20 8,512 1,280 376 17 1,639 6,873 4,518

Furniture and fixtures 269 11 - 280 77 30 - 107 173 192

Office equipments 94 5 - 99 73 7 - 80 19 21

Computers 85 4 1 88 59 12 1 70 18 26

Vehicles 342 214 130 426 169 70 97 142 284 173

Sub Total (a) 10,919 3,050 151 13,818 2,101 654 115 2,640 11,178 8,818

(b) Intangible assets

Trade marks 243 - - 243 243 - - 243 - -

Computer software 16 8 - 24 12 3 - 15 9 4

Sub Total (b) 259 8 - 267 255 3 - 258 9 4

(c) Capital work in progress

- - - - - - - - 65 2

Sub Total (c) - - - - - - - - 65 2

Total (a+b+c) 11,178 3,058 151 14,085 2,356 657 115 2,898 11,252 8,824

12 Short-term provisions

13 Fixed assets#

# All the above assets are owned assets except leasehold land.



(H in Lakhs)

Particulars GROSS BLOCK DEPRECIATION NET BLOCK

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

(a) Tangible Assets

Leasehold land 906 - - 906 39 10 - 49 857

Freehold land 118 - - 118 - - - - 118

Leasehold Improvement - 10 - 10 - 2 - 2 8

Building 3,127 170 - 3,297 270 122 - 392 2,905

Plant and machinery 5,717 93 12 5,798 961 325 6 1,280 4,518

Furniture and fixtures 259 12 2 269 49 29 1 77 192

Office equipments 85 9 - 94 58 15 - 73 21

Computers 75 12 2 85 44 17 2 59 26

Vehicles 373 46 77 342 157 68 56 169 173

Sub Total (a) 10,660 352 93 10,919 1,578 588 65 2,101 8,818

(b) Intangible assets

Trade marks 243 - - 243 243 - - 243 -

Computer software 13 3 - 16 9 3 - 12 4

Sub Total (b) 256 3 - 259 252 3 - 255 4

(c) Capital work in progress

- - - - - - - - 2

Sub Total (c) - - - - - - - - 2

Total (a+b+c) - - - - - - - - 8,824

13 Fixed assets continued. #

(H in Lakhs)



Other investment (valued at cost)

Unquoted equity investment in associates NIL Equity shares (31st March, 2015: 24,750) of H 10/- each of DFM Agro Ltd.

- 2

Total - 2

14 Non-current investments

(H in Lakhs)



Security deposits 119 112

Advance for capital goods 192 68

Balances with government authorities

- VAT Credit Receivable 2 2

Advance tax (Net of provision H 997 Lakhs in previous year) - 72

Total 313 254

15 Long - term loans and advances (Unsecured, considered good)

# All the above assets are owned assets except leasehold land.@ With effect from 1st April, 2014, depreciation on fixed assets for the previous year was computed in accordance with Schedule II of the Companies Act, 2013. Consequent thereto, depreciation charge for the previous year is higher by H 63 Lakhs.


dfm foods Limited68


(H in Lakhs)



Bank deposits held as margin money# 311 16

Total 311 16

16 Other non - current assets

# Includes H 16 Lakhs (Previous year H 16 Lakhs) pledged with Sales tax and Custom authority.

(H in Lakhs)

Particulars As at 31st March, 2016 As at 31st March, 2015Face value (per unit)

No. of units

Amount Face value (per unit)

No. of units

Amount

Mutual Funds - Debt

(a) Kotak Income opportunities - Growth 10 39,86,644 610 10 11,77,778 159

(b) Birla sun life cash manager - Growth - - - 100 66,348 223

(c) Birla sun life cash plus - Growth - - - 10 46 *

(d) UTI-Bond Fund - Growth - - - 10 12,88,287 530

(e) Kotak Medium Term Fund - Growth 10 27,71,747 300 10 27,71,747 300

(f) Reliance Regular Savings Fund Debt Plan- Growth 10 16,30,266 300 10 16,30,266 300

(g) Franklin India Government Securities Fund - Growth - - - 10 9,13,963 300

(h) Franklin India Income Builder Account - Growth - - - 10 3,13,123 150

(i) SBI Dynamic Bond Fund - Growth - - - 10 23,23,555 399

(j) Franklin India Short Term Income Retail - Growth 1,000 5,765 160 1,000 5,765 160

(k) Franklin India Ultra Short Bond Fund - Growth - - - 10 21,14,815 392

(l) Kotak Treasury Advantage Fund - Growth - - - 10 7,48,288 166

(m)Birla Sun Life Medium Term - Growth 10 30,17,800 550 - - -

(n) ICICI Pru Regular Income - Growth 10 34,10,129 500 - - -

(o) UTI Income Opportunities - Growth 10 42,31,517 561 - - -

(p) DHFL Pramerica Credit Opportunities Fund - Growth 10 39,01,881 450 - - -

(q) HDFC Short Term Plan - G 10 13,72,825 400 - - -

(r) L&T Income Opportunities - G 10 23,98,254 400 - - -

Total 4,231 3,079

Aggregate market value - quoted 4,418 3,136

Aggregate book value - quoted 4,231 3,079

17 Current investments (Non - trade) (Quoted, at cost or fair value, whichever is lower)

*Amount is below the rounding off norms adopted by the Company.

*At cost or net realizable value, whichever is lower.

(H in Lakhs)



Raw materials 940 1,176

Finished goods 457 427

Stores and spares 106 222

Total 1,503 1,825

18 Inventories*



(H in Lakhs)



Outstanding for a period not exceeding six months from the date they were due for payment

1 3

Total 1 3

(H in Lakhs)



A. Cash and cash equivalents

(a) Cash on hand 8 7

(b) Bank balances:

- In current accounts 67 45

- In deposit accounts 233 -

Total - Cash and cash equivalents (As per AS - 3 Cash Flow Statements) 308 52

B. Other bank balances:

(a) In deposit accounts 932 -

(b) In earmarked accounts

- Unpaid dividends 39 34

Total - Other bank balances 971 34

Total (A+B) 1,279 86

19 Trade Receivables (Considered good, unless otherwise stated)

20 Cash and cash equivalents

(H in Lakhs)



Prepaid expenses 68 56

Balances with government authorities

- VAT credit receivable 4 4

Other loans and advances 17 22

Total 89 82

21 Short-term loans and advances (Unsecured considered good, unless otherwise stated)

(H in Lakhs)



Accruals

- Interest accrued but not due on fixed deposits 52 5

Advance to vendors 30 3

Premium on foreign forward exchange cover 34 -

Total 116 8

22 Other current assets


dfm foods Limited70


(H in Lakhs)



(a) Sale of manufactured food products 38,895 28,873

(b) Other operating revenue

- Scrap Sales 56 52

Total 38,951 28,925

(H in Lakhs)



Interest on bank deposits 72 12

Profit on sale of current investments (net) 63 154

Profit on sale of fixed assets (net) 13 1

Miscellaneous income 17 48

Total 165 215

23 Revenue from operations

24 Other income

(H in Lakhs)



Raw material consumed

Opening stock 1,176 914

Add : Purchase of raw material 23,598 17,867

24,774 18,781

Less : Closing Stock 940 1,176

Net consumption (refer note (a) below) 23,834 17,605

(a) Raw material consumed comprises:

Refined Oil 2,270 1,968

Laminates 6,022 4,920

Toys 6,520 3,868

Others 9,022 6,849

25 Cost of material consumed

(H in Lakhs)



Stock at the beginning of the year 427 374 Less: Stock at the end of the year (457) (427)(Increase) / Decrease in stock (30) (53)

26 Changes in inventory of finished goods



(H in Lakhs)



Salaries and wages 3,118 2,385

Expense on employee stock option (ESOP) scheme (Refer Note 41) 9 -

Contribution to provident and other funds (Refer Note (a) below) 123 109

Gratuity expense (Refer Note (b) below) 44 91

Workmen and staff welfare expenses 37 31

Total 3,331 2,616

27 Employee benefit expenses

Note:

a) Defined contribution plans The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes, the Company

is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined contribution schemes. The Company recognized H 108 Lakhs (31st March, 2015 H 92 Lakhs) as provident fund and H 15 Lakhs (31st March, 2015 H 17 Lakhs) as employees’ state insurance plan during the year as expense towards contribution to these plans.

b) Defined benefit plans

Gratuity scheme The amount of gratuity has been computed based on respective employee’s salary and the years of employment with the Company. Gratuity has been

accrued based on actuarial valuation as at the balance sheet date, carried out by an independent actuary. The amount is funded through trusts’ group gratuity schemes managed by Life Insurance Corporation of India. The Company is contributing to trusts towards the payment of premium of such group gratuity schemes.

Compensated absences Compensated absences represent earned leaves. Long term compensated absences have been provided on accrual basis based on year end actuarial

valuation and short term compensated absences on actual basis.

(H in Lakhs)

Particulars As at 31st March, 2016 As at 31st March, 2015Gratuity

Scheme#

Compensated absences

Gratuity Scheme#


A Expenses recognized in the statement of profit and loss for the year ended 31st March, 2016

Current Service Cost 35 103 30 32

Interest Cost 21 3 16 1

Expected return on plan assets (24) - (22) -

Actuarial (gains) / losses 12 33 67 48

Total Expenses 44 139 91 81

B Net liabilities recognized in the Balance Sheet as at 31st March, 2016

Present value of defined benefit obligation as at

31st March, 2016

326 167 281 83

Fair value of plan assets (298) - (261) -

Funded status - unfunded 28 167 20 83

C Change in the obligation during the year ended 31st March, 2016

Present value of defined benefit obligation at the

beginning of the year

281 83 223 55

Current Service Cost 35 103 30 32

Interest Cost 21 3 16 1


Benefit payments (22) (55) (50) (53)

Present value of defined benefit obligation at the end of the year 326 167 281 83


dfm foods Limited72






F Experience adjustments* @

Gratuity


year end

326 281 223 189

Fair value of plan assets 298 261 235 163


Net liability / (asset) recognised in balance sheet 28 20 (12) 27



year end

167 83 55 29


Net liability / (asset) recognised in balance sheet 167 83 55 29

# The plan assets are maintained with Life Insurance Corporation of India. The details of the investment maintained by these insurance companies are not available with the Company and have not been disclosed.

* The experience adjustments arising on plan liabilities and plan assets and the employer’s best estimate of contributions expected to be paid in next financial year is not ascertained and hence not disclosed above.

@ To the extent informations available with the Company.

(H in Lakhs)

Particulars As at 31st March, 2016 As at 31st March, 2015Gratuity

Scheme#


Gratuity Scheme#


D Change in fair value of plan assets during the year ended 31st March, 2016

Plan assets at the beginning of the year 261 - 235 -

Expected return on plan assets 24 - 22 -

Contribution by the Company 36 - 59 -

Actuarial (gains) / losses (1) - (5) -

Actual benefits paid (22) - (50) -

Plan assets at the end of the year 298 - 261 -

E Main actuarial assumptions

Discount rate 7.90% 7.90% 7.85% 7.85%

Rate of increase in compensation levels 8.00% 8.00% 8.00% 8.00%

Rate of return on plan assets 9.00% 0.00% 9.00% 0.00%

Mortality rate IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

IAL 2006-08

Ultimate

(H in Lakhs)



Interest on

- borrowings 455 555

- delayed payment of income tax 15 7

- others 24 -

Premium on forward exchange contract 35 -

Bank charges 38 9

Total 567 571

28 Finance costs



(H in Lakhs)



Consumption of stores and spares 88 91

Delivery expenses 3,182 2,243

Power and fuel 624 581

Rent 379 356

Repair and maintenance

- Buildings 13 19

- Machinery 26 17

- Others - 4

Selling and marketing expenses 1,460 1,188

Rates and taxes 13 6

Insurance 53 40

Payment to auditors (Refer Note (i)) 24 21

Directors fees 29 22

Production expenses 97 70

Commission 339 231

Travelling expenses 263 208

Legal and professional charges 160 104

Obsolete inventory written off 27 166

Corporate social responsbility expenses (Refer note 42) 25 25

Donation 1 -

Miscellaneous expenses 304 293

Total 7,107 5,685

(H in Lakhs)



(i) Payments to the auditors comprise (inclusive of service tax):

As statutory auditors (Audit Fee) 13 11

As tax auditors (Audit Fee) 1 1

In other capacities

Limited review 9 8

Others 1 1

Total 24 21

29 Other expenses

Note (i)


dfm foods Limited74


(H in Lakhs)



In respect of claims not acknowledged as debts

(i) Sales Tax 2 2

(ii) Excise Duty (Refer Note (i) below) 11,273 6,369

Total 11,275 6,371

(H in Lakhs)



A) Capital Commitments

Estimated value of contracts in capital account remaining to be executed (net of advances)

467 466

(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 1,191 1,190

30 Contingent liabilities

32 Capital and other commitments

31 Exceptional Item

(i) During the year, the Excise Department has raised a demand against the Company amounting to H 4,904 Lakhs (Previous Year H 2,214 Lakhs) on account of excise duty payable on the products of the Company. The total demand outstanding as on 31st March, 2016 is H 11,273 Lakhs (Previous year H 6,369 Lakhs). As per reclassification of the products filed by the Company, Nil excise duty is leviable on its products from 1st December, 2007. The Excise Department had contested the reclassification filed by the Company. The Commissioner of Excise Duty (Appeals) had upheld the reclassification in favour of the Company. Further, the Excise Department has filed an appeal with Custom, Excise and Service Tax Appellate Tribunal against the order of Commissioner of Excise Duty (Appeals). Based on the favourable judgment by Commissioner (Appeals) and on legal advice with reference to Supreme Court’s judgement on the similar matter, the Company has not created any provision in the books of accounts and has treated these amounts as contingent liability. Accordingly, CENVAT credit for the year amounting to H 864 Lakhs (Previous year H 920 Lakhs) has also not been claimed as a credit by the Company and has been charged as a part of purchase cost / expense for the year. Had the Company claimed the unavailed CENVAT credit, the balance of cenvat credit would be of H 4,192 Lakhs (Previous year H 3,328 Lakhs) as on 31st March, 2016 and thus the net liability of the Company after availing CENVAT credit would be H 7,081 Lakhs (Previous Year H 3,041 Lakhs).

During the previous year, the commercial tax department had 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 had estimated the tax liability till 31st March, 2015 of H 406 lakhs and charged it as an exceptional item in statement of profit and loss during the previous year.


(H in Lakhs)



Profit / (Loss) attributable to equity shareholders (A) 2,504 1,101

Weighed average number of equity shares (Nos.) (B) 1,00,01,676 1,00,01,676

Weighed average number of dilutive equity shares (Nos.) (C) 1,00,04,318 1,00,01,676

Basic earning / (loss) per share (face value of H 10/- each) (A/B) 25.04 11.01

Diluted earning / (loss) per share (face value of H 10/- each) (A/C) 25.03 11.01

33 Earning per share


34 Related party disclosures

1. Names of related parties and nature of relationship:

a) Enterprise that exercise significant influence over the Company : The Delhi Flour Mills Co. Ltd.

b) Other related parties where transactions have taken place during the year:

(i) Key managerial personnel (a) Mr. Mohit Jain (Managing Director) (b) Mr. Rohan Jain (Dy. Managing Director) (ii) Enterprise over which key managerial personnel is able to exercise significant influence (a) Shri Vardhman Educational Society - Mr. Mohit Jain is member in society (b) Jain Farms and Industries Pvt. Ltd.- Mr. Mohit Jain & Mr. Rohan Jain are Directors

(H in Lakhs)Particulars Enterprise that exercise

significant influence over the

Company

Key managerial personnel Enterprise over which key

managerial personnel is able to

exercise significant influence

Current Year Previous Year Current Year Previous Year Current Year Previous Year

Transactions during the year

Purchase of raw materials

(i) The Delhi Flour Mills Co. Ltd. - 37 - - - -

Rent paid

(i) The Delhi Flour Mills Co. Ltd. 287 283 - - - -

Managerial remuneration paid

(i) Shri Mohit Jain - - 152 80 - -

(ii) Shri Rohan Jain - - 153 93 - -

Reimbursement of expenses recovered


(ii) Shri Vardhman Educational Society - - - - - 4

(iii) Jain Farms and Industries Pvt. Ltd. - - - - - 4

Corporate social responsibility expense

(i) Shri Vardhman Educational Society - - - - 12 15

Dividend paid


Balance outstanding at the end of the

year

Security deposits outstanding


2. Disclosure of transactions between the Company and related parties during the year and outstanding balances as on 31st March, 2016:


dfm foods Limited76


CIF value of imports (H in Lakhs)



Store and spare parts 27 20

Capital goods 1,937 -

Total 1,964 20

Particulars Year ended 31st March, 2016 Year ended 31st March, 2015 H in Lakhs % of

ConsumptionH in Lakhs % of

ConsumptionRaw Materials Consumed

- Imported - - - -

- Indigenous 23,834 100 17,605 100

23,834 100 17,605 100

Stores and Spares Consumed

- Imported 4 4 17 19

- Indigenous 84 96 74 81

88 100 91 100

Total 23,922 17,696

37 Additional information

38 Value of raw materials and stores & spares consumed

39 Segment reporting

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.

35 Leases

The Company has operating lease arrangements for office premises and depots. The lease arrangements are cancellable in nature by giving notice in writing. The rent charged to Statement of Profit and Loss relating to operating leases aggregating to H 379 Lakhs (Previous year H 356 Lakhs).

(H in Lakhs)



Foreign travel 10 8

Total 10 8

36 Expenditure in foreign currency



40 Long-term contracts

41 Employee share based payments

The Company does not have any long term contracts including derivative contracts for which there is any material foreseeable losses as at 31st March, 2016.

The Compensation Committee of Board of Directors of the Company has granted options to the employees pursuant to DFM Foods Employee Stock Option Plan-2014 (‘the plan’) on 31st July, 2014. These options were granted at H 291 per share, being the latest available closing market price prior to the date of grant of options in accordance with SEBI guidelines. The quoted price of share on grant date and the exercise price of option were H 335.30 and H 291 respectively. The Company is following intrinsic value of method to amortise the compensation expense and accordingly recognised an expense of H 9 lakhs for the year ended 31st March, 2016.

In respect of options granted under the Employees’ Stock Option Plan, 2014 in accordance with Guidance Note on Accounting for Employee Share - based Payment issued by the Institute of Chartered Accountants of India, the details of Options outstanding is as under:

Particulars Detail

ESOP grant date 1st April, 2015

Exercise period under the ESOP 5 Years form the respective dates of vesting

Exercise price H 291 per option

Vesting period under the ESOP

End of first year 20%

End of Second year 20%

End of third year 20%

End of fourth year 20%

End of fifth year 20%

Total number of options granted 2,00,000

Total number of options accepted 2,00,000

Options lapsed because of resignations 1,00,000

Options exercised -

Options lapsed because of ending of exercise period -

Options outstanding at the end of the year 1,00,000


dfm foods Limited78


(H in Lakhs)

Particulars Year ended 31st March,2016

Year ended 31st March,2015

a) Prescribed CSR expenditure as per Section 135 of the Companies Act, 2013 25 25

b) Amount spent during the year # 25 25

c) Amount unspent during the year (a-b) - - # Amount paid for:

Construction / acquisition of any assets 12 15

Other purpose 13 10

42 Corporate social responsbility (CSR) expense

43 Previous year’s figures

Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

For and on behalf of the Board of Directors

Mohit Jain Rohan Jain Chairman and Managing Director Dy. Managing Director DIN 00079452 DIN 02644896

Rajiv Bhambri Raju Singh Tomer Group Chief Financial Officer Company Secretary

Place : New Delhi Davinder Dogra Date : 11th May, 2016 Chief Financial Officer

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.

Corporate Information 01

Financial Highlights 02

Five Year Analysis 03

Board of Directors 04

Chairman’s Letter 05

Corporate Overview

Independent Auditors’ Report

48

Balance Sheet 54

Statement of Profit and Loss

55

Cash Flow Statement 56

Notes Forming part of the Financial Statements

58

Financial Statements

Management Discussion and Analysis

06

Directors’ Report 08

Report on Corporate Governance

31

Statutory Section

CRAX Corn Rings is a unique corn-based, non-fried snack available in six unique flavours - Chatpata, Tangy Tomato, Masala Mania, Mast Cheese, Pudina Punch and Thai Sweet Chilli. This pioneering product comes in two affordable packs, which retail at H5 and H10 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, Bikaneri Bhujia, Navratan, Moong Dal, Matar Heeng Zeera, Mast Matar, Khatta Meetha, Lacha Mixture, Corn Flakes, Double Mazza, Mast Moongphali and salted peanuts which are retail at H 5 and H 10.

NATKHAT, is a light-weight, crunchy wheat puff with low fat percentage. Priced at H2 and H5, it extends our franchise to younger age groups and a wider market.

Creating value

annual report2015-16

regd. and Corporate office8377, Roshanara Road, Delhi - 110007

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

Email: [email protected]

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NOTICE - Bombay Stock Exchange · 2016-07-05 · Mr. Mohit Jain, whose re-appointment is being...

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Transcript of NOTICE - Bombay Stock Exchange · 2016-07-05 · Mr. Mohit Jain, whose re-appointment is being...