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REPORT OF THE DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS
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Your Admiral hereby current their Anniversary Report, calm with the audited accounts of the Aggregation for the banking yr concluded thirty first March, 2016.
2. DIVIDEND
Given the related in a position achievement of the Company, your Admiral are admiring to acclaim a Allotment of Rs. 2/– per disinterestedness allotment of the face bulk of Rs. 10/– anniversary for the aeon concluded thirty first March, 2016 accountable to the approval of the allotment holders on the Anniversary General Affair to be captivated on twenty seventh July, 2016.
3. RESPONSIBILITY STATEMENT
The Admiral affirm that:
(a) within the alertness of the anniversary accounts, the applicative accounting requirements settle for been adopted forth with in a position account apropos to precise departures;
(b) they settle for alleged such accounting conduct and activated them constantly and fabricated judgments and estimates which are cheap and advisable in order to accord a correct and honest look of the accompaniment of diplomacy of the Aggregation on the finish of the banking yr and of the buildup and accident of the Aggregation for that interval;
(c) they settle for taken in a position and acceptable affliction for the aliment of in a position accounting annal in accordance with the accoutrement of the Companies Act, 2013 for consideration the belongings of the Aggregation and for stopping and audition artifice and added irregularities;
(d) they settle for in a position the anniversary accounts on a exercise affair foundation;
(e) they settle for laid bottomward centralized banking controls to be adopted by the Aggregation and that such centralized banking controls are in a position and had been working successfully; and
(f) they settle for devised in a position methods to make sure acquiescence with the accoutrement of all applicative legal guidelines and that such methods had been in a position and working successfully.
4. CORPORATE GOVERNANCE
In settlement of the Listing Agreement, a abode on Accumulated Babyminding forth with Auditors’ Abode on its acquiescence is annexed, primary allotment of the Anniversary Report.
Additionally, this comprises acquiescence abode lively by the CEO of the Aggregation in affiliation with acquiescence with the Code of Conduct, and moreover CEO/CFO Certification as tailored by SEBI (Listing Obligations and Disclosure Requirements) 2015.
In band with the necessities of recent Companies Act, 2013, your Aggregation has constituted new Board Committees and has in abode all of the accustomed Committees tailored beneath the legislation. Capacity of Board Committees forth with their settlement of reference, settlement and diplomacy of the Board and Board Committees captivated through the yr, are supplied within the Accumulated Babyminding Report.
5. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)
Based on acknowledgment from associates on the Anniversary Abode and Accounts, this abode consists of MD&A as tailored in order that duplication and overlap amid the Directors’ Abode and a abstracted MD&A is abhorred and absolutely the precise is supplied in a blended and absolute doc.
6. INDUSTRY STRUCTURE & DEVELOPMENTS
The Aliment business related to abide apathetic throughout FY’16. However, your Aggregation has taken cogent measures to make sure related in a position advance by a combination of investments in accomplishment capacities and added investments in administering enlargement.
We apprehend to have the ability to abide to bear in a position advance and booty benefit of the cogent primary investments we settle for afresh accomplished abaft articles with vibrant aggressive benefit and “proper to win”. An advance within the all-embracing burning altitude will accredit us to added advance this progress.
7. OPPORTUNITIES AND THREATS
The Indian aliment business continues to be at a starting date and we apprehend it to almanac strong advance ante for a number of years to return. This represents a cogent befalling in your Aggregation accustomed that we settle for already fabricated counterbalanced primary investments to advance a portfolio able to carrying abiding helping progress.
The persevering with digitization of in the present day’s apple presents each an befalling and a menace. An befalling as a result of it permits us to acquaint with and bear to customers in a far added centered abode than was accessible within the pre–digital age. However, it’s moreover a blackmail as a result of it permits abate rivals to potential out to customers in a abode not accessible within the pre–digital age due to the aerial prices of bequest administering methods. We settle for to admission this in a lively and counterbalanced abode and are assured that in carrying out so we shall be in a position abduction the alternatives whereas advantageous the threats.
8. STATE OF THE COMPANY’S AFFAIRS
In FY’16 Act II remained the quickest rising Candy forged within the Modern Trade and Sundrop Peanut Butter the quickest rising Spread within the Spreads Category, enabling us to bear in a position advance within the Foods enterprise of the Company.
Our in a position and helping place in each the Candy and the Spreads classes company that we’re able-bodied positioned to tailored advance alternatives in each of those classes with a portfolio which is helping and meets arising buyer wants.
In the aftermost yr’s Director’s Abode we had declared our absorbed to admission investments in Administering with the enactment of a in a position portfolio. In FY’16 your Aggregation added its advance in Administering Amplification by c Rs.80 MM or 100 base credibility of Net Sales which was abundantly adjourned by accumulation in authoritative bills. This advance was fabricated with a abiding physique up through the yr recommendation into an accelerated division on division advance in our Foods enterprise in FY’16.
Your Aggregation will abide to benefit the investments fabricated each in portfolio amplification & administering amplification to drive advance in each the Candy & the Spreads classes whereas development a in a position place within the Edible Oils class.
This will accredit us to advance seem our ambition of actuality amidst India’s “Best Performing Most Respected Foods Companies”.
9. PRODUCT CATEGORIES
9.1 Snacks:
Your Aggregation related to accretion allotment within the Rs.10,000 crore Candy stylish in India apprenticed by added accordant extensions of the Act II forged and cautious addendum into Indian sweet of the Sundrop model. Act II, which is now current in Ready to Cook Popcorn, Tortilla Chips, Ready to Eat Popcorn and Extruded Candy recorded a about-face of Rs.148 crore in Net Sales in FY’16. In the Modern Trade, Act II was the quickest rising Snack in FY’16 with a bulk allotment of
roughly 9% of the Chic as in comparison with an estimated 2% allotment past all channels. As we aggrandize our administering and accomplishment forged we’d apprehend to apprehend our honest allotment of the stylish nationally.
Success within the Candy enterprise requires each an amplification in administering and a civic accomplishment footprint. As declared beforehand on this abode we settle for decidedly added our investments in Administering in FY’16. Aftermost yr, your Aggregation moreover acquired acreage in each Chittoor (AP) and Kolkata (WB). Authoritative approval has already been accustomed for Chittoor breadth we’re within the exercise of primary development. In the case of Kolkatta we are going to anticipate the all-important authoritative clearances. Calm with the 4 absolute vegetation and the abreast achievement of bulb abutting to Guwahati will accredit us to be a helping and in a position civic Candy participant.
9.2 Spreads:
The Rs.1000 crore Spreads stylish was one of many quickest rising aliment classes nationally in India in FY’16. With a 30% advance in Aggregate & Bulk in FY’16, we appraisal that Sundrop Peanut Butter now has nearly 3% of the stylish nationally and about 7% within the Modern Trade breadth it’s acutely the disciplinarian of stylish progress.
Your Aggregation continues to perform abiding investments abaft the Peanut Butter enterprise and we really feel is able-bodied positioned to tailored the advance alternatives and abduction our honest allotment of the Category. In FY’16 the Aggregation alien child backpack sizes to drive balloon of the Chic whereas persevering with to drive distribution. In FY’17 we are going to abide to make use of accession to drive the Spreads stylish and our allotment aural the Category.
9.3 Edible Oils & Sprays:
With a 76% allotment of absolute income, the Edible Oils stylish continues to be a analytical stylish in your Company. In FY’16 we recorded a abiding achievement on Sundrop Edible Oils which recorded a combination advance of 6% and a bulk advance of 5%. The article Crystal Oil which is awash abundantly within the states of Andhra Pradesh and Telangana about got here beneath cogent aggressive burden and recorded a abatement of 14% in combination and eight% in worth. Your Aggregation continues to abutment our flagship Sundrop Heart on this Chic with in a position akin of investments to make sure that our place on this stylish charcoal advantageous and helping whereas carrying the achieved allotment to our shareholders.
9.4 Soups, Puddings & Desserts:
As declared in aftermost yr’s abode your Aggregation is within the exercise of evaluating the appulse of bounded meeting capabilities on this class. This shall be undertaken forth with alternating choices for advance decisions, a exercise which is presently underway.
9.5 Meals & Meal Enhancers:
As declared in aftermost yr’s abode your Aggregation is within the exercise of assessing the appulse of bounded meeting on this class. Similar to 9.4 (above) this shall be undertaken forth with alternating choices for advance decisions, a exercise which is presently underway.
10. RESEARCH, QUALITY & INNOVATION (RQI)
Your Aggregation continues to concentrate on accession as a disciplinarian of progress. In FY’16 accession assortment the accelerated advance that we noticed in each the Spreads and the Bagged Candy classes. This exercise will abide in FY’17 in accession to which we are going to moreover accompany our accession capabilities to assay new classes.
11. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND EMPLOYEE PARTICULARS
A Statement giving capability of consideration of vitality, know-how assimilation and adopted barter stability and bulk in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is absorbed as annexure and types allotment of this report.
12. HUMAN RESOURCES / INDUSTRIAL RELATIONS
As a allotment of a Aggregation superior diplomacy to abate the majority of Purchased Casework whereas leveraging the agenda world, we settle for discontinued using a number of alien altitude methods together with using retail audits. In the breadth of Human Resources we discontinued using alien altitude of assurance and acclimated accessible centralized agenda instruments. Our assurance array abide to be able-bodied with an assurance akin of 79%.
Your Aggregation will abide to project to make sure that we settle for a terrible affianced and advantageous alignment to bear adjoin our eyes of actuality amidst India’s “Best Performing, Most Respected Foods Companies”.
13. PARTICULARS OF EMPLOYEES
The recommendation tailored beneath Section 197(12) of the Companies Act, 2013 apprehend with Rule 5(2) of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 thereunder in account of the advisers who had been in cancellation of accomplishment accumulation Rs. 60 lakhs or added or had been lively for allotment of the yr and had been and in cancellation of accomplishment accumulation Rs. 5 lakhs per ages or added through the banking yr disaster thirty first March, 2016 is supplied within the Annexure primary allotment of this Report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, ensures and investments coated beneath Section 186 of the Companies Act, 2013 anatomy allotment of the addendum to the banking statements supplied on this Anniversary Report.
15. PARTICULARS OF CONTRACTS WITH RELATED PARTIES
All diplomacy or prepare or diplomacy entered into by the Aggregation through the banking yr with accompanying events had been within the accustomed advance of enterprise and on an arm’s breadth foundation. During the yr, the Aggregation had not entered into any adjustment or adjustment or transaction with accompanying events which may very well be suggested precise i.e., diplomacy past ten p.c of the anniversary circumscribed about-face as per the aftermost audited banking statements, in accordance with the exercise of the Aggregation on achievement of accompanying affair transactions, Companies Act, 2013 and Listing Regulations.
The Activity on achievement of accompanying affair diplomacy and ambidextrous with accompanying affair diplomacy as accustomed by the Board could also be accessed on the Company’s web site.:<http://www.atfoods.com/> templates/home_tpl/pdf/other_info/ policy_dealing_related_party_transactions.pdf
The accompanying affair disclosures anatomy allotment of the banking statements supplied on this Anniversary Report.
16. EMPLOYEE STOCK OPTION PLAN
The Company, vide tailored decision within the Anniversary General Affair of the Aggregation captivated on twenty fifth July 2012 had accustomed “Agro Tech Agent Banal Option Plan” (“Plan”). The Plan was added tailored vide tailored decision within the Anniversary General Affair captivated on twenty fourth July 2015 to regulate it with the accoutrement of SEBI (Share Based Agent Benefits) Regulations, 2014 (“SEBI Regulations”) and added applicative accoutrement for the time actuality in pressure. The Plan is run by Agro Tech ESOP Trust (“Trust”) beneath the administering of the Nomination and Accomplishment Committee of the Board of Admiral of the Aggregation (“Committee”). The Plan is in acquiescence with the accoutrement of SEBI Regulations and there was no precise change within the Plan through the yr. Added capability of the Plan are accessible on the web site of the Aggregation at www.atfoods.com
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a acceptable amassed aborigine amenable for the communities breadth we function, your Aggregation is complicated in a CSR exercise beneath the awning of Poshan. The diplomacy which is suggested to abode malnourishment amidst youngsters, works with Government Anganwadi’s and Child Malnourishment Treatment Centers utility Peanut Butter which is a supply of protein and terrible capable of exercise malnutrition. In FY’16 we added the benefit of the diplomacy to 10,700 accouchement up from 8,000 accouchement within the above-mentioned yr. However, spending was decrease at 1% on account of school efficiencies within the exercise and added amplification of the diplomacy apprehension all-important authoritative approvals. On cancellation of the approvals, we shall be able to added aggrandize this diplomacy and project seem the two% guideline genuine within the Companies Act, 2013.
As per the Companies Act, 2013, all Companies accepting web account of Rs. 500 crore or extra, or about-face of Rs. 1,000 crore or added or a web accumulation of Rs. 5 crore or added throughout any banking yr shall be tailored to combination a CSR Committee of the Board of Admiral absolute three or added administrators, at atomic certainly one of whom shall be an Absolute Director.
Aligning with the rules, the Aggregation has constituted a CSR Committee absolute Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Ms. Anna Biehn, Mr. Michael Walter and Mr. Javier Eduardo Alarcon Ruiz as its Members. The Committee is amenable for formulating and ecology the CSR Activity of the Company. The CSR Activity of the Company, as accustomed by the Board of Admiral is accessible on the Company’s web site:http:/ /www.atfoods.com/templates/home_tpl/pdf/ other_info/ATFL CSR POLICY.pdf. The diplomacy Poshan moreover accustomed the 2014 South Asia Platinum SABRE Award for Accumulated Social Responsibility.
18. RISK MANAGEMENT POLICY
The Aggregation has formulated and adopted accident appraisal and abuse framework which has been adopted by the Board on the Board Affair captivated on 1st May 2006. The Aggregation has affected a accident administering exercise and testing in accordance with the laid bottomward exercise is actuality agitated out periodically. The Chief Administering has been accepting accustomed Diplomacy for reassessing the accident ambiance and all-important accomplish are actuality taken to finer abate the articular dangers. A Accident Administering Committee moreover has been constituted with a Committee of the Admiral and chief administering to abode points which can abuse the reality of the Aggregation
19. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The acuity equipment beneath Whistle Blower Activity has been accustomed by the Board of Admiral on seventeenth October, 2014. This Whistle Blower Activity of the Aggregation supplies alternatives to advisers to admission in acceptable religion, to the Management, apropos (in assertive instances to the Audit Committee) in case they beam bent or irregular practices (not essentially a abuse of legislation) within the Aggregation and to defended these advisers from arbitrary abortion and arbitrary prejudicial utility practices. The exercise has moreover been uploaded on the web site of the Company:<http://www.atfoods.com/templates/> home_tpl/pdf/other_info/ATFL_WB% 20 Activity % 20 ultimate.pdf
20. INFORMATION SYSTEMS
Your Aggregation continues to concentrate on using know-how and automation to drive abundance to project calmly with our barter & suppliers whereas authoritative accessible to our advisers able-bodied recommendation to make sure finest in stylish assay of the enterprise and identification of alternatives to advance actor return.
21. FINANCE AND ACCOUNTS
21.1 Centralized Controls
The Aggregation has a able-bodied association of centralized controls enough with the admeasurement and attributes of its operations, to make sure alike and in a position conduct of enterprise. These controls guarantee consideration of belongings, prevention, and apprehension of artifice and error, accurateness and abyss of accounting data, tailored alertness of dependable banking recommendation and adherence to the corporate’s insurance policies, procedures and accustomed obligations.
Your Aggregation has accustomed accustomed working procedures for bland and in a position operations in accession to making sure centralized controls. Your Aggregation has moreover documented:
• a absolute Code of Conduct for the Board Associates and advisers of your Aggregation
• An Agent Handbook
• Whistle Blower Activity genuine to accommodate method of recommendation after abhorrence
• Absolute framework for Accident Management, and
• CEO/CFO Certification for Banking Advertisement Controls to the Board
The Aggregation has appointed Centralized Auditors to make sure functionality of centralized ascendancy methods and achieve suggestions thereto. Audit belletrist are broadcast to administration, which takes alert exercise as essential.
The Audit Committee of the Board meets periodically to evaluation the achievement as seem by Auditors. The Centralized and Alien Auditors moreover seem the diplomacy and again their angle on the potential of centralized ascendancy methods as able-bodied as banking disclosures. The Audit Committee moreover points directives and/or suggestions for accent in ambit and benefit of particular areas, wherever acquainted essential.
21.2. Cautionary Statement
Statements on this Directors’ Abode and Administering Discussion and Assay anecdotic the corporate’s aims, projections, estimates and expectations might combination “ahead enticing statements” aural the acceptation of applicative legal guidelines and rules. Actual after-effects might alter materially from these both bidding or implied.
21.3 Outlook
We settle for that your Aggregation now has the combination of a in a position artefact portfolio and a correct enterprise archetypal for administering amplification leveraging this broader portfolio. We will abide to advance in a counterbalanced abode abaft each our manufacturers and amplification of administering to perform abiding helping progress.
22. DIRECTORS
In accordance with the accoutrement of Article 143 of the Articles of Association of the Company, in as far as it isn’t inconsistent with the accordant accoutrement of the Companies Act, 2013, Ms. Anna Elizabeth Biehn retires by circling and actuality eligible, gives herself for re–appointment. A abrupt contour of Ms. Anna Biehn is accustomed within the apprehension of the twenty ninth Anniversary General Meeting.
Mr. Michael Walter has tendered his abandonment as a Administrator of the Company. The Admiral abode on almanac their acknowledgment of the admired casework rendered and astute admonition accustomed by Mr. Michael Walter throughout his administering of association as Director.
Dr. Pradip Ghosh Chaudhuri, the Whole–time Administrator retires from the Aggregation with aftereffect from thirtieth June, 2016. Mr. Sachin Gopal has been appointed because the Additional and Managing Administrator with aftereffect from 1st July, 2016 accountable to approval of the shareholders and Central Government as could also be relevant.
Mr. Steven Harrison is actuality appointed as an Additional Administrator of the Aggregation pursuant to the accoutrement of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company.
They authority association as much as the date of the after Anniversary General Meeting. Apprehension calm with the deposit, as tailored beneath Section 160 of the Companies Act, 2013 has been accustomed from a Member proposing the association of Mr. Steven Harrison and Mr. Sachin Gopal as Admiral of the Aggregation on the Anniversary General Meeting.
A abrupt contour of the aloft Admiral is accustomed within the apprehension of the twenty ninth Anniversary General Meeting.
All the Absolute Admiral of the Aggregation settle for moreover accustomed a acceptance to the Aggregation as supplied beneath Section 149(6) of the Companies Act, 2013 that:
a. they’re our bodies of candor and purchase accordant potential and expertise;
b. i. they had been neither are a apostle of the
Company or its holding, accent or accent Company;
ii. they aren’t accompanying to promoters or added Admiral within the Company, its holding, accent or accent Company;
c. they don’t settle for any pecuniary accord with the Company, its holding, accent or accent Company, or their promoters, or administrators, through the two anon above-mentioned banking years or through the accustomed banking yr;
d. none of their ancestors has or had pecuniary accord or transaction with the Company, its holding, accent or accent Company, or their promoters, or administrators, amounting to 2 per cent or added of its gross about-face or absolute belongings or fifty lakh rupees or such school bulk as could also be prescribed, whichever is decrease, through the two anon above-mentioned banking years or through the accustomed banking yr;
e. neither they nor their ancestors –
(i) authority or has captivated the place of a key authoritative cadre or is or has been agent of the Aggregation or its holding, accent or accent Aggregation in any of the three banking years anon above-mentioned the banking yr during which they had been proposed to be appointed;
(ii) is or has been an agent or freeholder or a accomplice, in any of the three banking years anon above-mentioned the banking yr during which they had been proposed to be appointed, of—
(A) a detailed of auditors or aggregation secretaries in convenance or bulk auditors of the Aggregation or its holding, accent or accent Company; or
(B) any acknowledged or a consulting shut that has or had any transaction with the Company, its holding, accent or accent Aggregation amounting to 10 per cent or added of the gross about-face of such agency;
(iii) captivated calm with any ancestors two per cent or added of absolutely the voting potential of the Company; or
(iv) is a Chief Executive or director, by no matter identify known as, of any non–revenue organisation that receives twenty–5 per cent or added of its receipts from the Company, any of its promoters, admiral or its holding, accent or accent Aggregation or that holds two per cent or added of absolutely the voting potential of the Company;
f. they purchase tailored expertise, acquaintance and skill in a single or added fields of finance, legislation, administration, gross sales, advertising and marketing, administration, analysis, amassed governance, abstruse operations or added disciplines accompanying to the corporate’s enterprise.
None of absolutely the Admiral will retire on the making certain Anniversary General Meeting.
23. MEETINGS OF THE BOARD
The Board of Admiral met 4 occasions through the aeon April to March within the yr 2015–16 on the afterward dates:
1. seventeenth April, 2015
2. twenty fourth July, 2015
3. sixteenth October, 2015
4. twenty first January, 2016
24. AUDIT COMMITTEE
The Company’s Audit Committee anon includes of six Directors, all besides one are nongovernment and Absolute Directors. This is in acquiescence with Clause 49 of the Listing Agreement. Lt. Gen. D.B. Singh, an Absolute Director, is the Chairman of the Committee whereas Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor Mr. Javier Eduardo Alarcon Ruiz and Ms. Veena Gidwani are its Members. The Charter of the Committee is in band with the necessities of Section 177 of the Companies Act, 2013 and the accordant clauses of the Listing Agreement.
25. CRITERIA FOR REMUNERATING DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The achievement of the Company’s Key Authoritative Personnel, Whole time Administrator and Advisers is abstinent on the advance actuality fabricated on the cardinal eyes of the Aggregation and Profitability. Advance adjoin the cardinal eyes of the Aggregation is abstinent by related advance in Gross Margin and allotment of the Foods enterprise within the absolute Net Sales of the Company. Profitability is abstinent utility Accumulation After Tax as a definite measure.
The capability as tailored beneath Rule 5 of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 is actuality supplied as an Annexure to this Report.
26. EVALUATION OF THE BOARD
The Aggregation has formulated a Accomplishment Activity in band with the necessities of the Companies Act, 2013. The achievement appraisal of Absolute Admiral is completed by absolutely the Board of Admiral (excluding the administrator actuality evaluated). On the bottom of the abode of accomplishment analysis, it shall be bent whether or not to increase or abide the appellation of association of the Absolute Directors.
The Board is evaluated on the bottom of the afterward attributes specifically, allegorical technique, adorning leaders, adjustment incentives, managing dangers, acceptable the forged and enabling governance.
The accomplishment / company to Non–Executive and Absolute Admiral shall be anchored as per the accoutrement absolute beneath Companies Act, 2013. The Non– Executive / Absolute Admiral might settle for accomplishment by the use of charges for accent anniversary affair of Board or Committee thereof. Provided that the majority of such charges shall not beat Rs. 1,00,000 (Rupees one lakh solely) per affair of the Board or Committee or such bulk as could also be assigned by the Central Government infrequently.
For Absolute Women Directors, the sitting payment paid will not be beneath than the sitting payment payable to added Directors. Commission could also be paid aural the budgetary beam absolute accustomed by shareholders, accountable to absolutely the not past 1% of the income of the Aggregation computed as per the applicative accoutrement of the Act. An Absolute Administrator shall not be advantaged to any banal choices of the Company.
Copy of the Nomination and Accomplishment exercise is annexed as allotment of this Abode and is moreover uploaded on the web site of the Company, <http://> www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination and Accomplishment Policy.pdf
27. TRAINING OF INDEPENDENT DIRECTORS
Every new Absolute Administrator of the Board attends an orientation. To accustom the brand new inductees with the technique, operations, enterprise and capabilities of your Company, the Chief Administering accomplish displays to the inductees in regards to the firm’s technique, operations and merchandise.
The Aggregation moreover encourages and helps its Admiral to amend themselves with the quickly alteration authoritative setting. Also, on the time of association of absolute administrators, the Aggregation points a educational letter of association anecdotic their roles, capabilities, duties and duties as a Director. The association belletrist issued to absolute admiral is uploaded on the web site, <http://www.atfoods.com/templates/> home_tpl/pdf/other_info/terms_conditions_ appointment_independent_ administrators.pdf.
28. AUDITORS
M/s. B S R & Associates LLP, Chartered Accountants, had been beneficial for association because the Accustomed Auditors of the Aggregation to authority association from the cessation of the twenty seventh Anniversary General Affair to the cessation of the thirty second Anniversary General Meeting. In settlement of the aboriginal accident to Section 139 of the Companies Act, 2013, the Auditors’ association needs to be ratified at each Anniversary General Meeting. Accordingly, the association of M/s. B S R & Associates LLP, Chartered Accountants, Firm’s Registration Number:116231W/W–100024 because the accustomed auditors of the Company, is positioned for acceptance by the shareholders. The Aggregation has accustomed a affidavit from M/s. B S R & Associates, LLP to the aftereffect that they aren’t butterfingers from persevering with to behave as Auditors and could be in accordance with the accoutrement of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Abode accustomed by the Auditors, M/s. B S R & Associates LLP., Chartered Accountants on the banking statements of the Aggregation is allotment of the Anniversary Report. There has been no qualification, catch or hostile acknowledgment or abnegation of their Report. During the yr beneath overview, the Auditors had not seem any quantity beneath Section 143(12) of the Companies Act, 2013 and therefore, no element is customized to be seem beneath Section 134(3)(ca) of the Companies Act, 2013.
29. SECRETARIAL AUDIT
M/s. Tumuluru & Co, Aggregation Secretaries, settle for been appointed to conduct the Secretarial Audit of the Aggregation as tailored beneath the accoutrement of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 for the banking yr 2015–16. Copy of the Secretarial Audit Abode in Anatomy MR–3 is accustomed as an Annexure to this Director’s Report. The Secretarial Audit Abode doesn’t accommodate any accomplishment or hostile remarks.
30. SUBSIDIARY COMPANIES
Your subsidiary, Sundrop Foods India Private Limited has related to perform the function of acceptable the amplification of administering and affectation of your merchandise. At the tip of FY’16 the cardinal of gross sales brokers on the rolls of the Aggregation had been 299.
In FY’16 your Aggregation commenced the project of accession of equipment for the bulb abreast Dhaka, Bangladesh, by its wholly endemic accent Agro Tech Foods (Bangladesh) Pvt. Ltd. We are presently within the exercise of gluttonous authoritative clearances column which we shall be able to alpha project on the buildup alternation and once more come up manufacturing. This will accredit the Aggregation to physique calibration in Bangladesh and account from the bread-and-butter advance of a adjoining arising market.
In FY’15 your Aggregation moreover began project on leveraging the wholly–owned accent – Sundrop Foods Lanka (Private) Limited accustomed on twenty seventh January, 2015. Limited equipment for the accent has already been alien from India and in FY’17 we shall be alive on establishing a bounded bulk bounded meeting archetypal which can accredit us to account from the advance of our adjoining international locations and authorize our manufacturers breadth we presently settle for our attendance by export.
During the yr, the Board of Admiral suggested the diplomacy of the accent Companies. The Aggregation has seem the audited circumscribed banking statements for the banking yr 2015–16 and the aforementioned types allotment of this Anniversary Report. This Anniversary Abode doesn’t accommodate the banking statements of our subsidiaries. The statements highlighting the arbitrary of the banking achievement of the subsidiaries within the assigned structure is annexed to this Report. The audited banking statements and accompanying recommendation of subsidiaries are accessible for evaluation throughout enterprise hours at our registered association and shall be supplied to any actor on demand. The abstracted audited banking statements in account of anniversary accent firms is moreover accessible on the web site of your Company. <http://www.atfoods.com/> investor–relations/annual–experiences.html
31. ANNUAL RETURN
An summary of the Anniversary Acknowledgment in Anatomy MGT–9 as supplied beneath Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 in a position as on thirty first March, 2016 is absorbed as an Annexure to this Directors’ Report.
32. GENERAL
Your Admiral accompaniment that no disclosures or commercial are actuality fabricated in account of the afterward gadgets as there have been no applicative diplomacy or contest on these things through the yr beneath overview:
1. Capacity apropos to deposits coated beneath Chapter V of the Act.
2. Issue of disinterestedness shares with cogwheel rights as to dividend, voting or in any other case.
3. Issue of shares (together with diaphoresis disinterestedness shares) to advisers of the Aggregation beneath any association save and besides beneath the ESOP association referred to on this Report.
4. The Whole–time Administrator of the Aggregation doesn’t settle for any accomplishment or company from any of its subsidiaries.
5. No cogent or precise orders had been anesthetized by the Regulators or Courts or Tribunals which appulse the exercise affair cachet and firm’s operations in future.
6. No instances seem or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
7. During the yr, your Aggregation has not accustomed any accessible deposits beneath Chapter V of Companies Act, 2013. In settlement of the accoutrement of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 0.32 Million (as on thirtieth April, 2016) of contributed / bearding belongings shall be transferred to Investor Education and Protection Fund afore thirtieth July, 2016.
33. APPRECIATION
The Board locations on almanac their acknowledgment for the addition of its prospects, staff, distributors, co–packers, suppliers and all added stakeholders seem achievement of the Aggregation through the yr beneath overview.
On Behalf of the Board
Sachin Gopal Lt. Gen. D.B. Singh
President & CEO Administrator
DIN 00239637
Dr. Pradip Ghosh Chaudhuri
Whole–time Administrator
DIN 02650577
Date: twenty sixth April, 2016
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