Never miss a great news story!
Get instant notifications from Economic Times
AllowNot now

You can switch off notifications anytime using browser settings.
ET Markets
Stock Analysis, IPO, Mutual Funds, Bonds & More
Add to your PortfolioFollow DFM Foods Ltd. on etspeed

DFM Foods Ltd.

BSE:519588  |  NSE:DFMFOODSEQ  |  58888:dfmf  |  IND:FMCG Food & Beverages  |  ISIN code:INE456C01020  |  SECT:FMCG






Prv. Close:


DFM Foods Ltd.


DFM Foods Ltd.









Prv. Close:


DFM Foods Ltd.


DFM Foods Ltd.





You can view full text of the Director's Report for DFM Foods Ltd.
Director Report
Mar2016   Mar 2017 Mar2018

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2017.

Financial Results

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

(Rs. in Lakhs)

Year ended

Year ended

31st March, 2017

31st March, 2016

Revenue from operations



Profit before interest, financial expenses and depreciation



Interest & financial expenses



Depreciation and amortization



Profit before exceptional items and tax



Exceptional items



Profit before tax



Tax expense



Net profit for the year



Dividend Distribution Policy & Dividend

During the year, the Board has adopted a Dividend Distribution Policy. This policy is attached as Annexure - 1 and can also be accessed on the Company''s website at http://www.dfmfoods. com/download/corporate/dividend-distribution-policy.pdf.

Your Directors have recommended the payment of dividend of Rs. 5/- per equity share of H 10/- each for the financial year ended 31st March, 2017 amounting to Rs. 6.02 crores inclusive of dividend distribution tax of Rs. 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 on the Register of Members as on 21st July, 2017.

Transfer to Reserves

During the year under review, no amount is proposed to be transferred to General Reserves.

Operational Review and the State of Company''s Affairs

The details on operational review and the state of Company''s affairs are provided in the Management''s Discussion and Analysis Report forming part of this Annual Report.

Corporate Governance

The 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, 2015 forms an integral part of this Report. The requisite certificate from the auditors of the Company confirming compliance is attached to the Report on Corporate Governance.

Business Responsibility Report

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - 2.

Directors and Key Managerial Personnel Directors

Mr. Rohan Jain retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. His brief resume and other details are provided in the Report on Corporate Governance.

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 Disclosure Requirements) Regulations, 2015.

Policy on Directors appointment and Policy on Remuneration

The policy on appointment of Board members, including criteria for determining qualifications, positive attributes and independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure - 3.

The details of familiarization programmes to Independent Directors with the Company are put up on the website of the Company at the weblink corporate/familiarization-programme-for-Independent-Directors.pdf.

Performance Evaluation of the Board, its Committees and Individual Directors

The Company has devised a formal process for the annual evaluation of the performance of its Board, its Committees and Individual Directors including Independent Directors.

A structured questionnaire covering various aspects of the functioning of the Board and its Committees as well as for evaluating the individual Directors performance is in place.

Further, the Independent Directors had also met separately and evaluated the performance of the Non-Independent Directors, Board and the performance of the Chairman of the Company.

The NRC Committee too has carried out an evaluation of every Directors performance.

Particulars of Remuneration of Directors / KMP / Employees

There has been no change in the Key Managerial Personnel of the Company during the year.

The particulars of remuneration under Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - 3A and Annexure - 3B.

Employees Stock Option Scheme

Out of the 1,00,000 options granted, 20,000 options were vested to 1 employee during the year.

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.

During the year, there has been no change in the DFM Foods Employees Stock Option Plan - 2014 of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2017 with regard to the DFM Foods Employee Stock Option Plan - 2014 of the Company are available on the website of the Company at www.dfmfoods. com and web link for the same is download/corporate/ESOP.pdf.

Meetings of the Board

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

Directors Responsibility Statement Your Directors state:

a) That in the preparation of the annual accounts for the year ended 31st March, 2017 the applicable accounting standards have been followed and there are no material departures from the same;

b) That 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, 2017 and of the profit of the Company for the year ended on that date;

c) That 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) That 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; and

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.

Auditors and Auditors'' Report Statutory Auditor

M/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants had been appointed as statutory auditors of the Company for a period of 4 consecutive years from the conclusion of the Annual General Meeting held on 31st July, 2014, subject to ratification of their reappointment at every Annual General Meeting.

The Auditors'' Report on the financial statement of the Company for the year forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer by the Auditors in their Audit Report.

Secretarial Auditor

The Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report is annexed as Annexure - 4. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Financial Control System

The Directors have laid down internal financial controls to be followed by the Company 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 the completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically and no reportable material weaknesses in the design or operation were observed during the year.

Risk Management

Your 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.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint Ventures or Associate Company.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure - 5 to this Report.

Corporate Social Responsibility (CSR)

The Company has adopted a CSR Policy which can be accessed at the following web link corporate/CSR-Policy.pdf.

The Company has spent above 2% of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities attached as Annexure - 6.

Change in Capital Structure and Listing of Shares

There has been no change in the capital structure of the Company.

The Company''s shares were listed on the National Stock Exchange of India Ltd. (NSE) during the year and admitted for trading with effect from 29th December, 2016. The Company''s shares are also listed on the BSE Ltd.

Extract of Annual Return

The extract of Annual Return of the Company is provided in Annexure - 7 to this Report.

Particulars of loans and guarantees given, securities provided and investments made

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

Loan from Director

During the year under review, the Company had borrowed a loan from a Director which was repaid during the year.

Your Directors draw attention of the members to Note 36 to the financial statements which sets out the detail of the aforesaid loan.

Contracts and Agreements with Related Parties

All 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

Your Directors draw attention of the members to Note 32 to the financial statements which sets out related party disclosures.

Disclosures Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand, Mr. Sarat Chandra Nanda and Ms. Hiroo Mirchandani as members.

Public Deposits

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

Vigil Mechanism

The 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.

Sexual Harassment

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

Significant and Material Orders passed by the Regulators / Courts / Tribunals

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


Your Directors 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 Jain

Date: 25th May, 2017 Chairman

Date Sources:Live BSE and NSE Quotes Service: TickerPlant | Corporate Data, F&O Data & Historical price volume data: Dion Global Solutions Ltd.
BSE Quotes and Sensex are real-time and licensed from the Bombay Stock Exchange. NSE Quotes and Nifty are also real time and licenced from National Stock Exchange. All times stamps are reflecting IST (Indian Standard Time).
By using this site, you agree to the Terms of Service and Privacy Policy.

Other useful Links

Copyright © 2020 Bennett, Coleman & Co. Ltd. All rights reserved. For reprint rights: Times Syndication Service