Agro Tech Foods Limited: Annual Report 2019

Annual Report 2019
Agro Tech Foods Limited
Making the food India loves.

1111
Board of Directors
Directors Jill Ann Rahman Chairperson
(DIN 07693684)
Denise Lynn Dahl
(DIN 07583110)
Hendrik Gerhardus Myburgh @
(DIN 07938406)
Lt Gen D B Singh
(DIN 00239637)
Sanjaya Kulkarni
(DIN 00102575)
Arun Bewoor
(DIN 00024276)
Narendra Ambwani
(DIN 00236658)
Veena Vishindas Gidwani
(DIN 06890544)
Sachin Gopal Managing Director & CEO
(DIN 07439079)
Leadership Team Arijit Datta Chief Financial Officer
Asheesh Sharma Vice President - Marketing
Dharmesh K Srivastava Vice President – Supply Chain & Procurement
Gulshan Gandhi Head of Research, Quality & Innovation
Lalit Vij Head of Procurement & Business Development
N Narasimha Rao Sr. Vice President–Human Resources & Corporate Communication
Nilesh Agarwal Head of Sales@
Rikesh Ramesh Kotwal Head of Sales *
Sanjay Srivastava Head of Manufacturing
Company Secretary Jyoti Chawla
Auditors M/s. B S R & Associates LLP
Chartered Accountants
Hyderabad
Registered Office 31, Sarojini Devi Road
Secunderabad - 500 003, India
Website: www.atfoods.com
Tel No. 66650240, Fax No. 27800947
CIN No. L15142TG1986PLC006957
Registrars & Share Karvy Fintech Private Limited (formerly known as Karvy Computershare Pvt. Ltd.)
Transfer Agents Karvy Selenium Tower B, Plot 31-32, Gachibowli
Financial District, Nanakramguda, Hyderabad-500032
@ Mr. Hendrik Gerhardus Myburgh has resigned as Director with effect from 6th December, 2018.
@ Mr. Nilesh Agarwal has resigned as Head of Sales with effect from 31st May 2019.
* Mr. Rikesh Ramesh Kotwal has been promoted as Head of Sales with effect from 1st June 2019.
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NOTICE TO MEMBERS
Notice is hereby given that the Thirty Second (32nd) Annual [“Listing Regulations”], Mr. Sanjaya Kulkarni be and is hereby
General Meeting of the Members of Agro Tech Foods Limited re-appointed as a non-executive Independent Director of
will be held on Wednesday, the 17th July, 2019 at 10.00 A.M. at the Company for a second term of five years from the date
Hotel Green Park, 7-1-25, Green Lands, Begumpet, Hyderabad of Annual General Meeting i.e. 17th July, 2019 to 16th July,
- 500 016, Telangana, India to transact the following businesses: 2024, not be liable to retire by rotation”.
ORDINARY BUSINESS 7. To appoint Mr. Arun Bewoor (DIN No.00024276), an
independent Director of the Company, who has already
1. To receive, consider and adopt the Audited Financial
attained the age of 75 years, as a non-executive
Statements for the Financial Year Ended 31st March, 2019,
Independent Director of the Company. Mr. Arun Bewoor
the Consolidated Financial Statements for the said Financial
has filed his consent pursuant to the provisions of Section
Year and the Report of the Directors and Auditors thereon.
152(5) of the Companies Act, 2013 to act as Director if
2. To declare a dividend for the Financial Year ended 31st appointed.
March, 2019.
To consider and, if thought fit, to pass with or without
3. To appoint a Director in place of Ms. Jill Ann Rahman who modification(s) the following resolution as a Special
retires by rotation and being eligible, offers herself for Resolution:
reappointment.
“RESOLVED that notwithstanding anything to the contrary
4. To appoint M/s Deloitte Haskins & Sells LLP as the Statutory contained in the Articles of Association of the Company
Auditors of the Company, to hold office from the conclusion and in terms of Section 149 read with Schedule IV and other
of this 32nd Annual General Meeting until the conclusion of applicable provisions of the Companies Act, 2013 and
the 37th Annual General Meeting of the Company, in place pursuant to Securities and Exchange Board of India (Listing
of M/s. B S R & Associates LLP., who were not eligible to be Obligations and Disclosure Requirements) Regulations, 2015,
reappointed as Auditors of the Company and to authorize Mr. Arun Bewoor be and is hereby re-appointed as a non-
the Board of Directors to fix their remuneration. executive Independent Director of the Company for a
SPECIAL BUSINESS second term of five years from the date of Annual General
Meeting i.e. 17th July, 2019 to 16th July, 2024, not be liable to
5 To re-appoint Lt. Gen D B Singh (DIN No.00239637), an retire by rotation”.
independent Director of the Company, who has already
attained the age of 75 years, as a non-executive 8. To re-appoint Mr. Narendra Ambwani (DIN No.00236658),
Independent Director of the Company. as a non-executive Independent Director of the Company.
Mr. Narendra Ambwani has filed his consent pursuant to
Lt. Gen D B Singh has filed his consent pursuant to the the provisions of Section 152(5) of the Companies Act, 2013
provisions of Section 152(5) of the Companies Act, 2013 to to act as Director if appointed.
act as Director if re-appointed.
To consider and, if thought fit, to pass with or without
To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special
modification(s) the following resolution as a Special Resolution:
Resolution:
“RESOLVED that notwithstanding anything to the contrary
“RESOLVED that notwithstanding anything to the contrary contained in the Articles of Association of the Company
contained in the Articles of Association of the Company and in terms of Section 149 read with Schedule IV and other
and in terms of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and
applicable provisions of the Companies Act, 2013, and pursuant to Securities and Exchange Board of India (Listing
pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”], Mr. Narendra Ambwani be and is
[“Listing Regulations”], Lt. Gen D B Singh, who has already hereby re-appointed as a non-executive Independent
attained the age of 75 years, be and is hereby re-appointed Director of the Company for a second term of five years
as a non-executive Independent Director of the Company from the date of Annual General Meeting i.e. 17th July, 2019
for a second term of five years from the date of Annual to 16th July, 2024, not be liable to retire by rotation”.
General Meeting i.e. 17th July, 2019 to 16th July, 2024, not be
liable to retire by rotation”. 9. To re-appoint Ms. Veena Vishindas Gidwani (DIN
No.06890544), as a non-executive Independent Director of
6. To re-appoint Mr. Sanjaya Kulkarni (DIN No.00102575), as a the Company. Ms. Veena Vishindas Gidwani has filed her
non-executive Independent Director of the Company. Mr. consent pursuant to the provisions of Section 152(5) of the
Sanjaya Kulkarni has filed his consent pursuant to the Companies Act, 2013 to act as Director if appointed.
provisions of Section 152(5) of the Companies Act, 2013 to
act as Director if appointed. To consider and, if thought fit, to pass with or without
modification(s) the following resolution as a Special
To consider and, if thought fit, to pass with or without Resolution:
modification(s) the following resolution as a Special
Resolution: “RESOLVED that notwithstanding anything to the contrary
contained in the Articles of Association of the Company
“RESOLVED that notwithstanding anything to the contrary and in terms of Section 149 read with Schedule IV and other
contained in the Articles of Association of the Company applicable provisions of the Companies Act, 2013 and
and in terms of Section 149 read with Schedule IV and other pursuant to Securities and Exchange Board of India (Listing
applicable provisions of the Companies Act, 2013, and Obligations and Disclosure Requirements) Regulations, 2015
pursuant to Securities and Exchange Board of India (Listing [“Listing Regulations”], Ms. Veena Vishindas Gidwani be and
Obligations and Disclosure Requirements) Regulations, 2015 is hereby re-appointed as a non-executive Independent
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Director of the Company for a second term of five years 5. The business of the Meeting will also be transacted through
from the date of Annual General Meeting i.e. 17th July, 2019 electronic voting system and your Company is providing
to 16th July, 2024, not be liable to retire by rotation”. the facility for voting by electronic means. For more details
and instructions on e-voting please refer to the separate
10. To consider and if thought fit, to pass, with or without
sheet provided along with the Annual Report.
modification, the following Resolution as an ORDINARY
RESOLUTION: 6. Pursuant to Section 108 of the Companies Act, 2013, read
with Rule 20 of the Companies (Management and
“RESOLVED that pursuant to the provisions of Section 148
Administration) Rules, 2014, as substituted by the Companies
and all other applicable provisions of the Companies Act,
(Management and Administration) Rules, 2015 and
2013 and the Companies (Audit and Auditors) Rules, 2014
Regulation 44 of the Securities and Exchange Board of India
including any modification(s) or re-enactment thereof,
(Listing Obligations and Disclosure Requirements)
M/s. Vajralingam & Co., Cost Accountants, the Cost Auditors
Regulations, 2015, the Company is pleased to provide the
appointed by the Board of Directors of the Company to
facility to Members to exercise their right to vote on the
conduct the audit of the cost records of the Company for
resolution proposed to be passed at AGM by electronic
the Financial year 2019-20, be paid remuneration as set out
means. The Members, whose names appear in the Register
in the Statement annexed to the Notice convening this
of Members / List of Beneficial Owners as on Tuesday, 9th
Meeting”.
July, 2019, i.e. the date prior to the commencement of book
BOOK CLOSURE closure, being the cut-off date, are entitled to vote on
The Register of Members and Share Transfer Books of the Resolutions set forth in this Notice. Members may cast their
Company shall remain closed from Wednesday, 10th July, votes on electronic voting system from any place other than
2019 to Wednesday, 17th July, 2019 (both days inclusive). the venue of the meeting (remote e-voting). The remote e-
Share Transfers received in order by 6.00 p.m. on 9th July, voting period will commence at 9.00 A.M. on Saturday, 13th
2019, will be in time to be passed for payment of dividend, July, 2019 and will end at 5.00 P.M. on Tuesday 16th July, 2019.
if declared, to the transferees or to their mandatees and The Members attending the AGM who have not cast their
the dividend, if declared, will be paid within 30 days of the vote by remote e-voting shall be eligible to vote at the AGM.
approval of the shareholders at this Annual General Meeting The Company has appointed M/s. Tumuluru & Company,
to those Members entitled thereto and whose names shall Company Secretaries Firm, to act as the Scrutinizer, to
appear on the Register of Members of the Company on scrutinize the entire e-voting process in a fair and transparent
10 th July, 2019, or to their mandatees. In respect of manner. The Members desiring to vote through remote e-
dematerialized shares, the dividend will be payable on the voting are requested to refer to the detailed procedure
basis of beneficial ownership as on 9th July, 2019, as per given hereinafter.
details to be furnished by National Securities Depository 7. Members whose shareholding is in the electronic mode are
Limited (NSDL) and Central Depository Services (India) requested to direct change of address notifications and
Limited (CDSL) for this purpose. updates of savings bank account details to their respective
NOTES: Depository Participant(s). Members are encouraged to
utilize the Electronic System (ECS) for recovering dividends.
1. In accordance with the Provisions of Section 102 of the
Companies Act, 2013 and the SEBI (Listing Obligations and 8. The Register of Directors and Key Managerial Personnel and
Disclosure Requirements) Regulations, 2015, an Explanatory their shareholding, maintained under Section 170 of the
Statement in respect of item No. 4, as required under Companies Act, 2013 and Register of Contracts or
Regulation 36 (5) of Listing Regulations and in respect of Arrangements in which Directors are interested, maintained
item Nos. 5 to 10 being items of Special Business is annexed. under Section 189 of the Companies Act, 2013, will be
available for inspection by the Members at the Annual
2. A Member entitled to attend and vote on a poll is entitled General Meeting.
to appoint a Proxy to attend and vote instead of himself
and the Proxy need not be a Member. Proxies in order to 9. Members are requested to notify any change in their
be effective must be received by the Company not less address immediately to Karvy Fintech Private Limited, Karvy
than forty eight hours before the Annual General Meeting. Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Proxy form is enclosed towards the end of the notice. Nanakramguda, Hyderabad – 500 032.
A person can act as a proxy on behalf of Members not 10. The Securities and Exchange Board of India (SEBI) has
exceeding fifty and holding in the aggregate not more than mandated the submission of Permanent Account Number
ten percent of the total share capital of the Company (PAN) by every participant in securities market. Members
carrying voting rights. A Member holding more than ten holding shares in electronic form are, therefore, requested
percent of the total share capital of the Company carrying to submit their PAN to their Depository Participants with
voting rights may appoint a single person as proxy and such whom they are maintaining their demat accounts. Members
person shall not act as a proxy for any other person or holding shares in physical form can submit their PAN to the
Shareholder. Company / Karvy.
3. Members are requested to bring their copies of the Reports 11. The Annual Report for financial year 2018-19 including the
and Accounts to the Meeting. Notice for the 32nd Annual General Meeting is being sent
through electronic mode only to members whose email
4. For the convenience of Members and for proper conduct addresses are registered with the Company / Depository
of the meeting, entry to the venue of the meeting will be Participant(s), unless any member has requested for a
regulated by Attendance Slip, which is enclosed with this physical copy of the report. For Members who have not
Annual Report. Members are requested to sign at the place registered their email addresses, physical copies of the
provided on the Attendance Slip and hand it over at the Annual Report for financial year 2018-19 are being sent by
entrance to the venue. Members and proxies are also the permitted mode.
requested to carry a valid ID proof.
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12. In case of joint holders attending the meeting only such financial year ended 31st March, 2018 are available on the
joint holder who is higher in the order of names, will be Company’s website www.atfoods.com under Investor
entitled to vote at the meeting. Relations.
13. Unclaimed dividend for the financial year ended 31st March, The unclaimed shares pertaining to the year 2011-12 will
2012 will be due for transfer to the Investor Education and also be transferred to IEPF of the Central Government on or
Protection Fund of the Central Government (‘IEPF’) on 30th before 29th September, 2019.
August, 2019, pursuant to the provisions of Section 124 of
14. Members are requested to contact M/s. Karvy Fintech
the Companies Act, 2013. In respect of the said unclaimed
Private Limited for encashing the unclaimed dividends
dividend, it will not be possible to entertain claims received
standing to the credit of their account. The detailed
by Karvy Fintech Private Limited, Registrar and Share Transfer
dividend history and due dates for transfer to IEPF are
Agents after 30th August, 2019.
available on the website of the Company
Details of unclaimed dividend in respect of the financial www.atfoods.com.
year ended 31st March, 2012 and up to and including the
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS
Item No. 4 five (75) years and is currently 77 years old. He joined the Board
As per the provisions of Section 139 (2)(b) of the Companies of Directors of Agro Tech Foods Limited in 2002. Lt. Gen. D B
Act, 2013, no audit firm shall be eligible for appointment/ Singh has filed his consent and declarations pursuant to the
reappointment for more than two terms of five consecutive years provisions of Section 149 and 152 of the Companies Act, 2013
and it is mandatory for the Company to rotate the current and the provisions of the Companies (Appointment &
Statutory Auditors on completion of the maximum term Qualification of Directors) Rules, 2014 and he is not disqualified
permitted under the said section. Accordingly, M/s. B S R & to be re-appointed as a Director and meets the criteria of
Associates LLP, Chartered Accountants shall not be eligible for independence to be appointed as an Independent Director.
reappointment as statutory auditor as it has completed the two The Board of Directors is of the opinion that Lt. Gen D.B. Singh is
terms of five consecutive years. Hence, the Board of Directors person of integrity; possess relevant expertise and vast
recommend to the Shareholders, the appointment of M/s experience. His association as non-executive Independent
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm directors will be beneficial and in the best interest of the
Registration Number: 117366W/W-100018) as the Statutory Company and this will enable the Board to discharge its functions
Auditors of the Company from the conclusion of this 32nd Annual and duties effectively. In terms of Section 149 read with Schedule
General Meeting until the conclusion of the 37th Annual General IV and any other applicable provisions of the Companies Act,
Meeting of the Company, in place of M/s. B S R & Associates 2013 and pursuant to Regulation 17(1A) of SEBI (Listing
LLP., who were not eligible to be reappointed as Auditors of the Obligations and Disclosure Requirements) Regulations, 2015, Lt.
Company. Gen. D B Singh, being eligible, is proposed to be re-appointed
Pursuant to Regulations 36(5) of Securities Exchange Board of as an Independent Director of your Company for a second term
India (Listing Obligations and Disclosure Requirements) “SEBI of 5 years. His period of office shall not be liable to determination
(LODR)” Regulations, 2015, the following additional disclosures by retirement of Directors by rotation.
are being made: The Resolution seeks the approval of the Members for re-
(a) M/s Deloitte Haskins & Sells LLP, is proposed to be appointed appointment of Lt. Gen. D B Singh as an Independent Director
as the Statutory Auditors of the Company from the up to 16th July, 2024. In the opinion of your Board, Lt. Gen. D B
conclusion of the 32nd Annual General Meeting till the Singh, fulfils the conditions stipulated under the Act and the Rules
conclusion of the 37 th Annual General Meeting at a made thereunder and he is independent of the Management.
remuneration of ` 2.76 Million (excluding taxes and other A Copy of the draft letter for the re-appointment of Lt. Gen D B
out of pocket/reimbursement expenses) towards statutory Singh as an Independent Director setting out the terms and
audit fee. conditions is available for inspection, without any fee, by the
Members at the Company’s registered office during normal
(b) Deloitte Haskins and Sells LLP is one of the leading audit business hours on all working days up to the date of the Annual
firms in India. Deloitte Haskins and Sells LLP and its affiliate General Meeting.
firms in India (collectively referred to as ‘Deloitte India’)
leverage global tools, technology, and best practices of Your Board considers his continued association would be of
Deloitte to provide a consistent and high quality audit. immense benefit to the Company and it is desirable to continue
Deloitte India has audited more than half of the largest 2018 to avail the services of Lt. Gen. D B Singh as an Independent
BT500 Companies by market capitalization. Deloitte India Director.
has extensive experience in serving clients in the Food and Interest of Directors:
Beverages sector and also serves a large array of clients
across various sectors. They have the right team with Lt. Gen. D B Singh may be deemed to be interested in the above
relevant industry experience to serve the Company as Resolution in so far as the same relates to him. No other Director,
statutory auditors. Based on above credentials, your Key Managerial Personnel or their relatives, of your Company is
Directors recommend the Resolution for the appointment concerned or interested in this Resolution.
of M/s Deloitte Haskins & Sells LLP, Chartered Accountants Your Directors recommend the Resolution for your approval.
(Firm Registration Number: 117366W/W-100018) as the
Item No. 6
Statutory Auditors of your Company.
Mr. Sanjaya Kulkarni is a Non-Executive Independent Director
Item No. 5
of the Company. He joined the Board of Directors in 2005. Mr.
Lt. Gen. D B Singh is a Non-Executive Independent Director of Sanjaya Kulkarni has filed his consent and declarations pursuant
the Company and has already attained the age of seventy- to the provisions of Section 149 and 152 of the Companies Act,
4
2013 and the provisions of the Companies (Appointment & up to 16th July, 2024. In the opinion of your Board, Mr. Arun Bewoor,
Qualification of Directors) Rules, 2014 and he is not disqualified fulfils the conditions stipulated under the Act and the Rules made
to be re-appointed as a Director and meets the criteria of thereunder and he is independent of the Management. A Copy
independence to be appointed as an Independent Director. of the draft letter for the appointment of Mr. Arun Bewoor as an
The Board of Directors is of the opinion that Mr. Sanjaya Kulkarni Independent Director setting out the terms and conditions is
is person of integrity; possess relevant expertise and vast available for inspection, without any fee, by the Members at
experience. His association as non-executive Independent the Company’s registered office during normal business hours
directors will be beneficial and in the best interest of the on all working days up to the date of the Annual General
Company and this will enable the Board to discharge its functions Meeting.
and duties effectively. In terms of Section 149 read with Schedule Your Board considers his continued association would be of
IV and any other applicable provisions of the Companies Act, immense benefit to the Company and it is desirable to continue
2013, Mr. Sanjaya Kulkarni, being eligible, is proposed to be re- to avail the services of Mr. Arun Bewoor as an Independent
appointed as an Independent Director of your Company for a Director.
second term of 5 years. His period of office shall not be liable to
determination by retirement of Directors by rotation. Interest of Directors:
The Resolution seeks the approval of the Members for the re- Mr. Arun Bewoor may be deemed to be interested in the above
appointment of Mr. Sanjaya Kulkarni as an Independent Director Resolution in so far as the same relates to him. No other Director,
up to 16th July, 2024. In the opinion of your Board, Mr. Sanjaya Key Managerial Personnel or their relatives, of your Company is
Kulkarni, fulfils the conditions stipulated under the Act and the concerned or interested in this Resolution.
Rules made thereunder and he is independent of the Your Directors recommend the Resolution for your approval.
Management. A Copy of the draft letter for the appointment of
Item No. 8
Mr. Sanjaya Kulkarni as an Independent Director setting out the
terms and conditions is available for inspection, without any fee, Mr. Narendra Ambwani is a Non-Executive Independent Director
by the Members at the Company’s registered office during of the Company. He joined the Board of Directors in 2011. Mr.
normal business hours on all working days up to the date of the Narendra Ambwani has filed his consent and declarations
Annual General Meeting. pursuant to the provisions of Section 149 and 152 of the
Companies Act, 2013 and the provisions of the Companies
Your Board considers his continued association would be of
(Appointment & Qualification of Directors) Rules, 2014 and he is
immense benefit to the Company and it is desirable to continue
not disqualified to be re-appointed as a Director and meets the
to avail the services of Mr. Sanjaya Kulkarni as an Independent
criteria of independence to be appointed as an Independent
Director.
Director.
Interest of Directors:
The Board of Directors is of the opinion that Mr. Narendra
Mr. Sanjaya Kulkarni may be deemed to be interested in the Ambwani is person of integrity; possess relevant expertise and
above Resolution in so far as the same relates to him. No other vast experience. His association as non-executive Independent
Director, Key Managerial Personnel or their relatives, of your directors will be beneficial and in the best interest of the
Company is concerned or interested in this Resolution. Company and this will enable the Board to discharge its functions
Your Directors recommend the Resolution for your approval. and duties effectively. In terms of Section 149 read with Schedule
IV and any other applicable provisions of the Companies Act,
Item No. 7 2013, Mr. Narendra Ambwani, being eligible, is proposed to be
Mr. Arun Bewoor is a Non-Executive Independent Director of the re-appointed as an Independent Director of your Company for
Company and has already attained the age of seventy-five a second term of 5 years. His period of office shall not be liable
(75) years and is currently 76 years old. He joined the Board of to determination by retirement of Directors by rotation.
Directors in 2009. Mr. Arun Bewoor filed his consent and The Resolution seeks the approval of the Members for the re-
declarations pursuant to the provisions of Section 149 and 152 appointment of Mr. Narendra Ambwani as an Independent
of the Companies Act, 2013 and the provisions of the Companies Director up to 16th July, 2024. In the opinion of your Board, Mr.
(Appointment & Qualification of Directors) Rules, 2014 and he is Narendra Ambwani fulfils the conditions stipulated under the
not disqualified to be appointed as a Director and meets the Act and the Rules made thereunder and he is independent of
criteria of independence to be appointed as an Independent the Management. A Copy of the draft letter for the appointment
Director. of Mr. Narendra Ambwani as an Independent Director setting
The Board of Directors is of the opinion that Mr. Arun Bewoor is out the terms and conditions is available for inspection, without
person of integrity; possess relevant expertise and vast any fee, by the Members at the Company’s registered office
experience. His association as non-executive Independent during normal business hours on all working days up to the date
directors will be beneficial and in the best interest of the of the Annual General Meeting.
Company and this will enable the Board to discharge its Your Board considers his continued association would be of
functions and duties effectively. In terms of Section 149 read immense benefit to the Company and it is desirable to continue
with Schedule IV and any other applicable provisions of the to avail the services of Mr. Narendra Ambwani as an
Companies Act, 2013 and pursuant to Regulation 17(1A) of SEBI Independent Director.
(Listing Obligations and Disclosure Requirements) Regulations,
2015, Mr. Arun Bewoor, being eligible, is proposed to be re- Interest of Directors :
appointed as an Independent Director of your Company for a Mr. Narendra Ambwani may be deemed to be interested in the
second term of 5 years. His period of office shall not be liable to above Resolution in so far as the same relates to him. No other
determination by retirement of Directors by rotation. Director, Key Managerial Personnel or their relatives, of your
The Resolution seeks the approval of the Members for the re- Company is concerned or interested in this Resolution.
appointment of Mr. Arun Bewoor as an Independent Director Your Directors recommend the Resolution for your approval.
5
Item No. 9 on all working days up to the date of the Annual General
Meeting.
Ms. Veena Vishindas Gidwani is a Non-Executive Independent
Director of the Company. She joined the Board of Directors in Your Board considers her association would be of immense
2014. Ms. Veena Vishindas Gidwani, has filed her consent and benefit to the Company and it is desirable to avail the services
declarations pursuant to the provisions of Section 149 and 152 of Ms. Veena Vishindas Gidwani as an Independent Director.
of the Companies Act, 2013 and the provisions of the Companies Interest of Directors :
(Appointment & Qualification of Directors) Rules, 2014 and she
is not disqualified to be re-appointed as a Director and meets Ms. Veena Vishindas Gidwani may be deemed to be interested
the criteria of independence to be appointed as an in the above Resolution in so far as the same relates to her. No
Independent Director. other Director, Key Managerial Personnel or their relatives, of
your Company is concerned or interested in this Resolution.
The Board of Directors is of the opinion that Ms. Veena Vishindas
Gidwani is person of integrity; possess relevant expertise and Your Directors recommend the Resolution for your approval.
vast experience. Her association as non-executive Independent Item No. 10
directors will be beneficial and in the best interest of the
Company and this will enable the Board to discharge its functions The Board, on the recommendation of the Audit Committee,
and duties effectively. In terms of Section 149 read with Schedule has approved the appointment and remuneration of the Cost
IV and any other applicable provisions of the Companies Act, Auditor to conduct the audit of the cost records of the Company
2013, Ms. Veena Vishindas Gidwani, being eligible, is proposed for the financial year 2019-20 at a fee not exceeding Rs. 1,40,000/
to be re-appointed as an Independent Director of your - (excluding taxes) and out of pocket expenses.
Company for a second term of 5 years. Her period of office In accordance with the provisions of Section 148 of the
shall not be liable to determination by retirement of Directors Companies Act, 2013 read with the Companies (Audit and
by rotation. Auditors) Rules, 2014, the remuneration payable to the Cost
The Resolution seeks the approval of the Members for the re- Auditors has to be ratified by the shareholders of the Company.
appointment of Ms. Veena Vishindas Gidwani as an Accordingly, consent of the Members is sought for passing an
Independent Director up to 16th July, 2024. In the opinion of your Ordinary Resolution as set out at Item No. 10 of the Notice for
Board, Ms. Veena Vishindas Gidwani fulfils the conditions ratification of the remuneration payable to the Cost Auditor for
stipulated under the Act and the Rules made thereunder and the financial year 2019-20.
she is independent of the Management. A Copy of the draft None of the Directors, Key Managerial Personnel or their relatives,
letter for the appointment of Ms. Veena Vishindas Gidwani as of your Company is concerned or interested in the said
an Independent Director setting out the terms and conditions is Resolution.
available for inspection, without any fee, by the Members at
the Company’s registered office during normal business hours Your Directors recommend the Resolution for your approval.
Dated: 24th April, 2019 By Order of the Board

for Agro Tech Foods Limited
Sachin Gopal
Managing Director & CEO
DIN 07439079
Registered Office:
31, Sarojini Devi Road,
Secunderabad - 500 003
Telangana, India.
6
ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT

/ RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING AS REQUIRED UNDER
REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
Ms. Jill Ann Rahman A qualified engineer with management skills, Lt. Gen Singh has
Jill Rahman has more than 21 years of progressive brand building held multifarious assignments in the Indian Army. He is a graduate
and P&L leadership experience with blue chip brands at Kraft of the Defence Services Staff College and the National Defence
Foods, Newell Rubbermaid and currently Conagra Brands. She College. He was awarded the prestigious awards of Param
has extensive experience in building brand strategies, innovation Vishisht Sewa Medal and Ati Vishisht Sewa Medal by the President
and leading P&L’s for growth. In her current role as President of of India for exemplary service. After retirement from Defence
International for Conagra Brands, Jill leads a team of Services on 31st May 2001, he was President of an engineering
professionals in Canada, Mexico, India and Chicago across an concern manufacturing EOT cranes and construction
$850 million portfolio. Her business responsibility is comprised of equipment for two and half years. The General is presently
four business models: 1) local operations in Canada and Mexico, engaged in consultancy services on re-structuring logistics and
2) global export, 3) joint venture partnerships in Mexico and engineering support.
Philippines, 4) an India affiliate. She sits on the boards of the His DIN is 00239637
joint ventures and the affiliate, Verde Valle (Mexico) and Agro Companies (other than Agro Tech Foods Limited) in which Lt.
Tech Foods Limited (India). Gen. D B Singh holds Directorship and Committee Membership:
Directorship:
Jill received her undergraduate degree in Marketing from None
Howard University. After four years with the Kroger Company, Chairman of Board Committees
Jill was awarded a full fellowship from the Consortium for
None
Graduate Study in Management and earned her MBA from
Indiana University with a concentration in Marketing. Member of Board Committees
None
Upon receiving her MBA, Jill started her brand management Shareholding in the Company:
career at Kraft Foods. Leading the strategy and profit delivery Lt. Gen. D B Singh does not hold any equity shares in the
on brands such as Kraft Salad Dressing, Stove Top Stuffing and Company.
Kraft Mayonnaise, Jill built 16 years of progressive experience at
Sanjaya Kulkarni
Kraft Foods. Jill left Kraft Foods in 2006 to join Newell Rubbermaid
as the Vice President of North America for the Office Products Sanjaya Kulkarni graduated with an Engineering Degree from
Group. In 2009, Jill accepted a newly created role as Vice the Indian Institute of Technology, Mumbai and an MBA from
President of Strategy for ConAgra Foods, Consumer Foods Indian Institute of Management, Ahmedabad. He then
Division. In this role, Jill supported the President of Consumer embarked upon a career in finance as a member of Citibank
Foods in the development of division strategies, investor facing N.A.'s Merchant Banking department in 1973. After working in
presentations and the development of board presentations. the Merchant Banking and Corporate Banking Division of
One year later, Jill became Vice President/General Manager Citibank in both New Delhi and Mumbai for 7 years, Sanjaya
at ConAgra Foods within the Snacks portfolio where the snacks Kulkarni founded 20th Century Leasing Corporation along with
brands were among the fastest growing within the ConAgra a number of his colleagues. Sanjaya Kulkarni was responsible
Foods portfolio. Jill led this portfolio until her appointment to for setting up the merchant banking division of 20th Century
President of International in 2016. Finance Corporation Limited in the early 1980's and had oversight
of this department, which included public issue management
Her DIN is 07693684
and underwriting, private equity, venture capital and advisory
Companies (other than Agro Tech Foods Limited) in which Jill services.
Ann Rahman holds Directorship and Committee Membership:
20th Century grew to be one of India's largest finance
Directorship: companies and had interests in Car Finance, Retail Finance,
Verde Valle, Mexico Mutual Funds and Commercial Banking. 20th Century had tie-
Chairman of Board Committees ups with large Multinational like Zurich Insurance, GMAC, IFC
None Washington and Asian Development Bank.
Member of Board Committees 20th Century set up 20th Century Venture Capital Limited in the
early 90's, one of the first Venture Capital companies in India.
None
Sanjaya Kulkarni was heading this Company and was also
Shareholding in the Company: responsible for Private Equity Investments made by 20th Century
Jill Ann Rahman does not hold any equity shares in the from their proprietary funds. Sanjaya Kulkarni has hence been
Company. associated with the Venture Capital / Private Equity industry since
the outset.
Lt. Gen. D. B. Singh
Sanjaya Kulkarni has been appointed to various committees of
Lieutenant General D B Singh, PVSM, AVSM is a retired General the Bombay Chamber of Commerce, the Bombay
Officer of the Indian Army. He was commissioned through the Management Association and the Reserve Bank of India.
prestigious National Defence Academy and rose to virtually the Sanjaya Kulkarni has been Co-Chairman from 1989 to 1993 and
senior-most rank in the Army. then Chairman of the Equipment Leasing Association of India
7
from 1993 to 1995. Sanjaya Kulkarni has over 36 years of Chairman of Board Committees
experience in the Indian financial services sector. Jasmine Concrete Exports Pvt. Limited-Audit/ Nomination and
Sanjaya Kulkarni is the founder and Managing Director of India Remuneration
Direct Equity Advisors ("IDEA"), the local advisor to the IEP India Underwater Services Company Limited- Audit
Direct Fund, L.P. He represents IDEA as Chairman of the IDF
Member of Board Committees
Investment Committee since inception. He is also the Chairman
of the eTEC investment committee. Sanjaya Kulkarni co- BASF India Limited – Audit / CSR / Stakeholder Relationship
manages, eTEC ventures and IDEA which have corpuses of Committee
approximately $60M. Jasmine Concrete Exports Pvt. Limited- CSR Committee
His DIN is 00102575. Underwater Services Company Limited-Nomination and
Companies (other than Agro Tech Foods Limited) in which Mr. Remuneration/ CSR
Sanjaya Kulkarni holds Directorship and Committee Eternis Fine Chemicals Limited- Audit/Nomination and
Membership: Remuneration/ CSR
Directorship: Shareholding in the Company:
Indian Direct Equity Advisors Pvt. Ltd. Mr. Arun Bewoor does not hold any equity shares in the
Time Technoplast Limited Company.
TPL Plastech Limited Narendra Ambwani
NED Energy Limited Mr. Ambwani is a member of the Boards of leading corporations
Supreme Treves Private Limited and social organizations and supports them with his experience
Aspire Home Finance Corporation Limited and technical mastery accumulated over 25 years in his
leadership role at Johnson and Johnson Limited. He retired from
Chairman of Board Committees Johnson and Johnson Limited as its Managing Director.
TPL Plastech Limited- Audit /Nomination and Remuneration He was on the Board of Governors of the Advertising Standards
Aspire Home Finance Corporation Limited- Nomination and Council of India, on the Executive Council of the Indian Society
Remuneration Committee of Advertisers and Member – National and Western Region
FMCG Committee of CII. He also served as a Member of the
Member of Board Committees
Jury of Tata Innovista 2010 and served on the Evaluation
Time Technoplast Limited – Audit / Remuneration Committee of the Birla Sun Awards 2010.
Aspire Home Finance Corporation Limited- Audit/ Investor Mr. Ambwani holds a Bachelor’s Degree in Electrical Engineering
Grievances from the Indian Institute of Technology – Kanpur and holds a
Shareholding in the Company: Post Graduate Diploma in Business Administration from IIM –
Mr. Sanjaya Kulkarni does not hold any equity shares in the Ahmedabad.
Company. His DIN No. is 00236658.
Arun Bewoor Companies (other than Agro Tech Foods Limited) in which Mr.
Mr. Bewoor is currently a Management Consultant and had Narendra Ambwani holds Directorship and Committee
retired as Vice President – India Region from International Membership:
Flavours & Fragrances (IFF) which he held since 2001. Prior to Directorship:
this, he was Managing Director of Bush Boake Allen India which Godrej Consumer Products Limited
was subsequently taken over by IFF and held the position of
RPG Life Sciences Limited
Vice President (Sales & Marketing) with Procter & Gamble. He
also held various honorary industry positions at different points Parag Milk Foods Limited
in time as President - American Chamber of Commerce, Tamil UTV Software Communications Limited
Nadu, Madras Management Association, Madras Chamber of Zeus Career & Performance Coach Pvt Ltd.
Commerce & Industry, Chairman of different Committees at CII,
Chairman of Board Committees
Member-Advisory Council – IMA and was Board Member of
Dakshina Chitra, Chesire and Interface. Godrej Consumer Products Limited- Nomination and
Remuneration
Mr. Bewoor graduated from the Pune University with an Honors
Degree in Physics and Mathematics and holds a Post Graduate Member of Board Committees
Diploma from the Indian Institute of Management, Ahmedabad Godrej Consumer Products Limited – Audit/ CSR Committee
and attended Management Development Program at RPG Life Sciences Limited- Stakeholders Relationship
Columbia University, New York, USA.
Parag Milk Foods Limited- Audit/ CSR Committee
His DIN is 00024276.
UTV Software Communications Limited- Audit/ Nomination and
Companies (other than Agro Tech Foods Limited) in which Mr. Remuneration
Arun Bewoor holds Directorship and Committee Membership:
Shareholding in the Company:
Directorship:
Mr. Narendra Ambwani does not hold any equity shares in the
BASF India Limited Company.
Underwater Services Company Limited Veena Vishindas Gidwani
Jasmine Concrete Exports Pvt. Limited Veena Gidwani, a Management graduate with over 40 years’
Eternis Fine Chemicals Limited (Formerly Hindustan Polyamides experience in Marketing, Advertising & PR, is an independent
& Fibres Limited) Strategic PR Consultant, Corporate Trainer and Teacher at post-
graduate communication Institutes. Her corporate training
programmes cover Leadership Training for women managers,
8
Media handling workshops for senior corporate spokespersons Companies (other than Agro Tech Foods Limited) in which Ms.
and PR for Brand Building for brand managers. Veena retired as Veena Gidwani holds Directorship and Committee Membership:
CEO of Madison Public Relations, the specialist Reputation Directorship:
Management unit of Madison World, in 2012, after a successful
12 year tenure, in which she grew the agency’s client roster from None
one to an extensive list of blue-chip companies and brands; Chairperson of Board Committees
from a staff of four to a large team spread across four offices. None
At Madison, she grew the business through innovative PR Member of Board Committees
campaigns for MNC and Indian corporates & built a team of None
young, qualified & motivated professionals. Madison PR is
Shareholding in the Company:
recognized as a Brand PR specialist.
Ms. Veena Gidwani holds 500 equity shares in the Company.
Veena has rich & varied experience at both agency & client
ends. Since 1995, she was responsible for setting up & managing Attendance record of the Directors seeking appointment/ re-
communications consultancies. Before joining Madison, Veena appointment
was President & CEO of Pressman Advertising’s PR business,
which she set up and built. She also had a successful tenure as Number of Meetings
Director and CEO of the Creative agency of Tata Donnelly Ltd. Directors
Held Attended
She, represented India as Jury for the PR category at the Cannes
Jill Ann Rahman 4 4
Festival of Creativity 2011 and is the recipient of the Indira Super
Achievers Award for Woman Achievers. She is Professor Emeritus Lt. Gen D B Singh 4 4
at Symbiosis Institute of Media and Communication. She speaks Sanjaya Kulkarni 4 3
at industry forums and Communication Conferences regularly.
Arun Bewoor 4 4
Veena has served on several industry bodies in varied capacities
including as President of PRCAI and PRSI Mumbai Chapter, Vice Narendra Ambwani 4 4
President , ISB Mumbai Chapter and on various committees of
Veena Gidwani 4 4
the Advertising Club. Her other interests include Indian music,
playing bridge and cooking. Inter-se relationships between Board Members
She is a Food Artist with PING Digital Broadcast and is featured
There are no inter-se relationships between the Board Members.
on two channels IFN Sindhi and I’ve No Time To Cook on YouTube.
Her first book The ’I’ve No Time To Cook’ Book targeted at busy Instructions for electronic voting (e-voting)
working professionals has been very successful. Veena The complete details of the transactions to be conducted
contributes regularly to newspapers and magazines & has through e-voting is provided as an annexure to the Annual
appeared on food shows on leading TV channels. Report and is to be treated as an integral part of the Notice to
Her DIN is 06890544. the Annual General Meeting.
9
REPORT OF THE DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS

Your Directors hereby present their Annual Report, successfully offset the margin compression that was
together with the audited accounts of the Company seen on Edible Oils to continue to deliver profitable
for the financial year ended 31st March, 2019. growth.
1. PERFORMANCE OF THE COMPANY 2. DIVIDEND
1.1 Results
Given the continued strong cash flow of the Company
Your Company’s performance for the year ended relative to the limited ongoing Capital Expenditure of
31st March, 2019 is as follows: the Company, your Directors are pleased to
(` Millions) recommend a Dividend of ` 2.50 per equity share of
2018-19 2017-18 the face value of ` 10 each for the year ended March
Net Sales 8,230.56 8,106.31 31st, 2019 subject to the approval of the shareholders
Other Income* 42.55 19.78 at the Annual General Meeting to be held on
July 17th, 2019.
Total Income 8,273.11 8,126.09
(` Millions)
Operating Expenses 7,589.44 7,459.51
2018-19 2017-18
PBDIT 683.67 666.58
STATEMENT OF RETAINED EARNINGS
Depreciation 167.73 174.72
a) At the beginning of the year 2,634.90 2,374.86
Interest 0.94 2.53
b) Add: Profit for the year 339.07 316.48
Profit Before Tax (PBT) 515.00 489.33
c) Add: Other Comprehensive (0.50) (0.03)
Taxes 175.93 172.85
Income (net of tax)
Profit After Tax (PAT) 339.07 316.48
e) Less: Dividends* 58.42 46.49
Other Comprehensive income (0.50) (0.03)
f) Less: Dividends Distribution Tax 12.52 9.92
Total Comprehensive income 338.57 316.45
g) At the end of the year 2,902.53 2,634.90
*Includes other operating revenue
*Dividend given to Agro Tech ESOP Trust excluded of
Net Sales for the year were 2 % higher than Prior Year `2.51mm
with the Foods share of our business increasing by c300
basis points to 27% of the total business. The Foods 3. RESPONSIBILITY STATEMENT
business reached a new high of c ` 225 crore with a The Directors confirm that:
14% growth over Prior Year driven by robust growth in (a) in the preparation of the annual accounts, the
Act II Ready to Eat Snacks and Sundrop Peanut Butter applicable accounting standards have been
supporting steady growth in the Act II Ready to Cook followed along with proper explanation relating
business. The steady growth of the Foods business to material departures;
reflects the continued solid progress being made by (b) they have selected such accounting policies and
the Company to be amongst India’s best performing applied them consistently and made judgments
most respected Foods Companies. PBT was up 5% vs and estimates that are reasonable and prudent
PY and PAT was up 7% vs PY. so as to give a true and fair view of the state of
1.2 Key Indicators affairs of the Company at the end of the financial
For FY’19 the Gross Margin and A&P figures are not year and of the profit and loss of the Company
comparable with figures for FY’18 due to the for that period;
implementation of GST. Key indicators for FY’19 other (c) they have taken proper and sufficient care for the
than GM and A&P figures have been summarized maintenance of adequate accounting records in
below: accordance with the provisions of the Companies
(` Millions) Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud
2018-19 2017-18
and other irregularities;
EBITDA 8.3% 8.2% (d) they have prepared the annual accounts on a
Profit Before Tax 6.3% 6.0% going concern basis;
Profit After Tax 4.1% 3.9% (e) they have laid down internal financial controls to
be followed by the Company and that such
In FY’19 the Company was able to successfully
internal financial controls are adequate and were
increase the Foods share of Revenues up to 27% and
operating effectively; and
importantly the Foods share of Gross Margin reached
a level of 33%. Simultaneously the Company (f) they have devised proper systems to ensure
10
compliance with the provisions of all applicable 7. OPPORTUNITIES AND THREATS:

laws and that such systems were adequate and The continued growth of the Indian Foods market
operating effectively. represents an enormous opportunity for a steady
4. CORPORATE GOVERNANCE growth in Revenues and Profits.
In terms of the Listing Regulations, a report on To capture this opportunity, your Company has
Corporate Governance along with Auditors’ Report steadily built up a powerful portfolio including Ready
on its compliance is annexed, forming part of the to Cook Popcorn, Peanut Butter, Ready to Eat
Annual Report. Popcorn, Tortilla Chips and Extruded Snacks all of
Additionally, this contains compliance report signed which are registering steady growth enabling your
by the CEO of the Company in connection with Company to maintain a Foods Revenue CAGR of c
compliance with the Code of Conduct, and also 17% over the last decade. Going forward, the
CEO/CFO Certification as required by SEBI (Listing intention is to continue to grow the current businesses
Obligations and Disclosure Requirements) while accelerating growth through entry into new but
Regulations, 2015. related categories where we believe we have
competitive advantage and a “right to win”.
In line with the requirements of Companies Act, 2013,
your Company has constituted the Board The primary threat to your Company’s P&L remains
Committees and has in place all the statutory the significant contribution of the Edible Oils business.
Committees required under the law. Details of Board However, over time this has been significantly
Committees along with their terms of reference, reduced and in FY’19 the Foods business contributed
composition and meetings of the Board and Board to 27% of Sales and 33% of Gross Margin. We are
Committees held during the year, are provided in the therefore steadily moving towards a situation where
Corporate Governance Report. a dominant share of profits will come from our Foods
business and the potential adverse impact of this
5. MANAGEMENT DISCUSSION & ANALYSIS REPORT
threat is being steadily reduced.
(MD&A)
8. STATE OF THE COMPANY’S AFFAIRS:
Based on feedback from members on the Annual
Report and Accounts, this report includes MD&A as To take advantage of the steady growth of the
appropriate so that duplication and overlap between country’s Food Business it has been important for your
the Directors’ Report and a separate MD&A is Company to build a cost effective supply chain both
avoided and the entire material is provided in a in terms of Manufacturing Capabilities and in terms
composite and comprehensive document. of Retail Distribution which can support our growth
ambitions. Today your Company has a
6. INDUSTRY STRUCTURE & DEVELOPMENTS
manufacturing network of 5 plants across the country
The Food Industry continues to see robust growth as and retail distribution coverage of c 400,000 stores.
a consequence of continued economic progress. We
Our Manufacturing Capabilities today include plants
expect therefore that the Foods business which is the
at Jhagadia, Kashipur, Unnao, Kothur and Mangaldai
primary focus of your Company will continue to show
enabling us to reach out to significant parts of the
strong momentum driven by new consumers entering
country in a cost effective manner. The resultant
these categories.
significant in house manufacturing capabilities are
Key to capturing the benefits of this economic growth also ensuring a steady flow of innovation as reflected
will be on the one hand distribution capabilities to in products such as Act II Caramel Bliss and Peanut
reach out to consumers across the breadth of India Butter & Jelly. In addition the philosophy of in house
and on the other a low cost structure in terms of manufacturing also means that with continued
Capital and Operating Costs. This will enable growth of the Foods business we can be confident
Companies to benefit from the scale of acquiring of improved operating leverage translating into
millions of consumers at the entry level while also using superior margins.
the scale to deliver innovation to improve Margin.
Our goal is to have a 7 plant structure operational in
The emergence of on line food aggregators and on India which we believe will offer us the ability to reach
line entertainment are developments which are out to most markets in India in a cost effective
redefining the servicing of consumption opportunities manner. Our 6 th plant is to come up at Chittoor,
particularly at the top of the pyramid. Your Company Andhra Pradesh for which significant civil work has
recognizes the need to carefully monitor these as we already been completed. However, your Company
decide where to make our investments for the future deferred the startup of the facility in order to take
to ensure that we are able to leverage these advantage of available Capital subsidies in the state,
developments to our advantage while minimizing the approval for which was received in January 2019. We
threats.
11
are therefore now working on capital purchases and investments behind the business were lower as a result
expect that over the next 12 months this plant will of Gross Margin compression on the Oils business. We
become operational. In January 2019, your Company believe that with continued focus on Demonstration
also received approval from the West Bengal and Display and expansion of the Act II brand into
Government for conversion of land for industrial use, related RTC categories this growth rate will be
for a plot of land purchased by us near Kolkata for significantly accelerated.
our 7th plant and we will be initiating work on this in 9.2 Ready to Eat Snacks:
the coming year. Revenues from the RTE Snacks business increased by
In addition to the 5 plant network mentioned above 63% driven by an 83% increase in Volumes. All 3
in FY’19 your Company initiated commercial categories of RTE Popcorn, Extruded Snacks and
production at the plant in Dhaka, Bangladesh. Over Tortilla Chips performed well and contributed to the
time this plant will replace goods currently being growth, though the highest growth was in the area
imported into Bangladesh enabling us to offer of RTE Popcorn where we have the greatest
improved value to consumers in Bangladesh and competitive advantage. This category will remain
setting the foundation for a solid business in a fast critical to us in the long term since it offers the greatest
growing neighbor of India. expansion of profitability for our Distributor Partners
FY’19 saw an unfortunate incident of fire at our Unnao and naturally forces widespread retail coverage
Foods facility. The plant was fully insured and we have expansion on the back of which we are able to drive
already received a part of our claim from the insurer. products such as Ready to Cook Snacks & Spreads.
We are now working on rebuilding the plant which 9.3 Spreads:
we expect will be done in FY’20. Revenues from the Peanut Butter business increased
In terms of Distribution, the powerful retail distribution by 21% with a Volume growth of 33%. Whilst this
network that we have built up with a retail coverage segment saw significant competitive activity our in
of c 400,000 stores means that we have the ability to house manufacturing capabilities which resulted in
deliver profitable growth since retailing is critical to a competitive cost structure and high levels of
selling value added products with the promise of innovation enabled us to maintain clear leadership.
higher margin. In FY’19 we added approx. 100 In FY’20 we expect to widen our product offerings
Distributors to our FY’18 base of 925 Distributors. within this category with the introduction of other Nut
Importantly this network is being increasingly Butters and Chocolate Spreads.
strengthened because of our larger portfolio making 9.4 Edible Oils:
the sales infrastructure less dependent on Company
Subsidies and Company investment in Feet on Street. In FY’19, Revenues from the Sundrop Edible Oils
Going forward, this will be a significant competitive business were 4% lower than PY with Volumes lower
advantage since the cost of building a national by 5% reflecting the Price & Margin compression at
distribution network is going to increase the top end of the market. Revenues for the Crystal
disproportionately with higher labor costs and brand were however 10% higher (Volumes 2% lower)
therefore become a powerful advantage for those than PY reflecting the impact of imposition of import
Companies that have already built a sustainable duties on the lower end of the Edible Oils market. We
distribution network. will continue to manage the Edible Oils category with
minimal investments which enable us to support
The task of laying out the infrastructure to become strong growth of the Foods business.
one of India’s Best Performing Most Respected Foods
Companies is a continuous one. However, we believe 10. RESEARCH, QUALITY & INNOVATION (RQI)
that we are well placed today both in terms of The focus on in house manufacturing and resultant
Manufacturing & Distribution. An increasing share of flow of information and unlocking of possibilities
our output will now come from Brownfield projects including network effects, has meant that FY’19 was
making the task much easier in implementation terms. a year in which the Company was able to advance
Simultaneously the larger product portfolio now significantly in terms of portfolio diversification. Some
means that we go to new Distributors with the promise of these products have already been launched such
of immediate profitability again making the task as Peanut Butter & Jelly, Premium Caramel Bliss
easier and feasible at a lower cost than we have variants, “Better for You” variants in Peanut Butter and
incurred for the initial ramp up of Distribution. Ready to Eat Cereal Snacks.
9. PRODUCT CATEGORIES Innovation will continue to be the driver of growth
9.1 Ready to Cook Snacks: for your Company and we will make investments
Revenues from the RTC Snacks business increased by which ensure that we deliver to consumers products
5% during FY’19 with a Volume Growth of 3% as our which meet their changing needs.
12
11. CONSERVATION OF ENERGY, ABSORPTION, 17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES
TECHNOLOGY, FOREIGN EXCHANGE AND All contracts or arrangements or transactions entered
EMPLOYEE PARTICULARS into by the Company during the financial year with
A Statement giving details of conservation of energy, related parties were in the ordinary course of business
technology absorption and foreign exchange and on an arm’s length basis. During the year, the
earnings and outgo in accordance with Rule 8(3) of Company had not entered into any contract or
the Companies (Accounts) Rules, 2014 is attached arrangement or transaction with related parties which
as annexure and forms part of this report. could be considered material in accordance with the
12. HUMAN RESOURCES / INDUSTRIAL RELATIONS policy of the Company on materiality of related party
transactions, Companies Act, 2013 and Listing
Engaged Employees are critical to the success of your
Regulations. Form AOC-2 containing the note on the
Company. In FY’19 your Company successfully
aforesaid related party transactions is enclosed as
achieved an Engagement Score of 79%. The
Annexure and forms part of this Report.
continuing strong momentum in the Company driven
by solid Foods growth and Innovation has helped to The Policy on materiality of related party transactions
achieve this level. and dealing with related party transactions as
approved by the Board may be accessed on the
Your Company will continue to ensure that we have
Company’s website.:http://www.atfoods.com/
a highly engaged and productive organization to
templates/home_tpl/pdf/other_info/
deliver against our vision of being amongst “India’s
policy_dealing_related_party_transactions.pdf
Best Performing Most Respected Food Companies”
The related party disclosures, including detail of
13. KEY FINANCIAL RATIOS transaction with Promoter group, form part of the
The details of significant changes in the key financial financial statements provided in this Annual Report.
ratios are as follows: 18. EMPLOYEE STOCK OPTION PLAN
2018-19 2017-18 % Variance The Company, vide special resolution in the Annual
(i) Debtors Turnover 12.58 18.14 -30.63% General Meeting of the Company held on 25th July
(ii) Interest Coverage 2012 had approved “Agro Tech Employee Stock
Ratio 548.87 194.41 182.33% Option Plan” (“Plan”). The Plan was further modified
vide special resolution in the Annual General Meeting
(iii) Current Ratio 2.82 2.22 26.91%
held on 24th July 2015 to align it with the provisions of
14. RETURN ON NET WORTH SEBI (Share Based Employee Benefits) Regulations,
The Return on Net worth as compared to the 2014 (“SEBI Regulations”) and other applicable
immediately previous financial year is as follows: provisions for the time being in force. The Plan is
2018-19 2017-18 administered by Agro Tech ESOP Trust (“Trust”) under
the supervision of the Nomination and Remuneration
(i) Return on Net Worth 9.02% 9.31%
Committee of the Board of Directors of the Company
15. PARTICULARS OF EMPLOYEES (“Committee”). The Plan is in compliance with the
The information required under Section 197(12) of the provisions of SEBI Regulations and there has been no
Companies Act, 2013 read with Rule 5(2) of the material change in the Plan during the year. Further
Companies (Appointment and Remuneration of details of the Plan are available on the website of the
Managerial Personnel) Amendment Rules, 2016 Company at www.atfoods.com.
thereunder in respect of the top ten employees in 19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
terms of remuneration drawn and employees who
Your Company has continued to drive the Corporate
were in receipt of remuneration aggregating `1.02
Social Responsibility program under Poshan where we
crores or more or were employed for part of the year
provide Peanut Butter to under nourished children.
and were in receipt of remuneration aggregating
Major focus area for implementation of this program
`8.50 lakhs per month or more during the financial year
is Bharuch district in Gujarat, where our Peanut Butter
ending 31st March, 2019 is provided in the Annexure
factory is situated. Apart from Gujarat, the program
forming part of this Report.
is also under implementation in Delhi, Hyderabad,
16. PARTICULARS OF LOANS, GUARANTEES OR Kashipur and Kolkata where our offices and factories
INVESTMENTS are located. Anganwadi operations have got
Loans, guarantees and investments covered under stabilized and spending behind the program this year
Section 186 of the Companies Act, 2013 form part of has significantly increased by about 184% over the
the notes to the financial statements provided in this previous year. Spending for the year behind the
Annual Report. program remained lower than the 2% of average Net
13
Profit of last three financial years to be spent behind Company:http://www.atfoods.com/templates/

CSR activities but with the increasing spends year on h o m e _ t p l / p d f / o t h e r _ i n f o / AT F L _ W B % 2 0 P o l i c y
year, we are progressing towards this goal. %20final.pdf
As per the Companies Act, 2013 as amended by 22. INFORMATION SYSTEMS
Companies (Amendment), Act, 2017, all Companies Your Company continues to focus on the use of
having net worth of `500 crore or more, or turnover of technology and automation to drive productivity to
`1,000 crore or more or a net profit of `5 crore or more work efficiently with our Customers & Suppliers while
during the immediately preceding financial year will making available to our Employees robust information
be required to constitute a CSR Committee of the to ensure best in class analysis of the business and
Board of Directors comprising three or more directors, identification of opportunities to improve shareholder
at least one of whom will be an Independent Director. return.
Aligning with the guidelines, the Company has 23. FINANCE AND ACCOUNTS
constituted a CSR Committee comprising Lt. Gen. D
23.1 Internal Controls
B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr.
Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena The Company has a robust system of internal controls
Gidwani, Ms. Denise Lynn Dahl, Ms. Jill Ann Rahman commensurate with the size and nature of its
and Mr. Hendrik Gerhardus Myburgh@ as its Members. operations, to ensure orderly and efficient conduct
The Committee is responsible for formulating and of business. These controls ensure safeguarding of
monitoring the CSR Policy of the Company. The CSR assets, prevention, and detection of fraud and error,
Policy of the Company, as approved by the Board of accuracy and completeness of accounting records,
Directors is available on the Company’s Website:http:/ timely preparation of reliable financial information and
/www.atfoods.com/templates/home_tpl/pdf/ adherence to the Company’s policies, procedures
other_info/ATFL%20CSR%20POLICY.pdf. The program and statutory obligations.
Poshan also received the 2014 South Asia Platinum Your Company has established standard operating
SABRE Award for Corporate Social Responsibility. procedures for smooth and efficient operations in
@ Mr. Hendrik Gerhardus Myburgh resigned as addition to ensuring internal controls. Your Company
Member on 6th December, 2018. has also documented:
20. RISK MANAGEMENT POLICY • a comprehensive Code of Conduct for the Board
Members and employees of your Company
The Company has formulated and adopted risk
assessment and minimization framework which has • An Employee Handbook
been adopted by the Board at the Board Meeting • Whistle Blower Policy defined to provide channel
held on 1st May 2006. The Company has framed a of communication without fear
risk management policy and testing in accordance • Comprehensive framework for Risk Management,
with the laid down policy is being carried out and
periodically. The Senior Management has been
• CEO/CFO Certification for Financial Reporting
having regular Meetings for reassessing the risk
Controls to the Board
environment and necessary steps are being taken to
effectively mitigate the identified risks. A Risk The Company has appointed Internal Auditors to
Management Committee also has been constituted ensure adequacy of internal control systems and
with a Committee of the Directors and senior make recommendations thereto. Audit reports are
management to address issues which may threaten circulated to management, which takes prompt
the existence of the company. action as necessary.
21. WHISTLE BLOWER POLICY (VIGIL MECHANISM) The Audit Committee of the Board meets periodically
to review the performance as reported by Auditors.
The vigil mechanism under Whistle Blower Policy has
The Internal and External Auditors also attend the
been approved by the Board of Directors on 17th
meetings and convey their views on the adequacy
October, 2014. This Whistle Blower Policy of the
of internal control systems as well as financial
Company provides opportunities to employees to
disclosures. The Audit Committee also issues directives
access in good faith, to the Management, concerns
and/or recommendations for enhancement in scope
(in certain cases to the Audit Committee) in case they
and coverage of specific areas, wherever felt
observe unethical or improper practices (not
necessary.
necessarily a violation of law) in the Company and to
secure those employees from unfair termination and 23.2. Cautionary Statement
unfair prejudicial employment practices. The policy Statements in this Directors’ Report and Management
has also been uploaded on the website of the Discussion and Analysis describing the Company’s
14
objectives, projections, estimates and expectations promoters, or directors, during the two
may constitute “forward looking statements” within immediately preceding financial years or during
the meaning of applicable laws and regulations. the current financial year;
Actual results may differ materially from those either d. none of their relatives -
expressed or implied.
(i) is holding any security of or interest in the
23.3 Outlook company, its holding, subsidiary or associate
Your Company is rapidly approaching an inflexion company during the two immediately
point where the natural profitable growth in the Foods preceding financial years or during the current
business will more than offset risks in the Edible Oils financial year:
business creating a P&L where tight control on costs Provided that the relative may hold security
can enable the improved margin to flow through to or interest in the company of face value not
the bottom line. We believe that the category choices exceeding fifty lakh rupees or two per cent of
that we have made and the relentless pursuit of the the paid-up capital of the company, its
Revenue and Margin goals on the Foods business will holding, subsidiary or associate company or
ensure that we will become a significant player in the such higher sum as may be prescribed;
Indian Foods Industry and join the ranks of India’s Best
(ii) is indebted to the company, its holding,
Performing Most Respected Food Companies.
subsidiary or associate company or their
24. DIRECTORS promoters, or directors, in excess of such
In accordance with the provisions of Article 143 of amount as may be prescribed during the two
the Articles of Association of the Company, in so far immediately preceding financial years or
as it is not inconsistent with the relevant provisions of during the current financial year;
the Companies Act, 2013, Ms. Jill Ann Rahman retires (iii) has given a guarantee or provided any security
by rotation and being eligible, offers herself for re- in connection with the indebtedness of any
appointment. A brief profile of Ms. Jill Ann Rahman is third person to the company, its holding,
given in the notice of the 32 nd Annual General subsidiary or associate company or their
Meeting. promoters, or directors of such holding
Mr. Hendrik Gerhardus Myburgh has resigned as company, for such amount as may be
Director of the Company. The Directors place on prescribed during the two immediately
record their appreciation of the valuable services preceding financial years or during the current
rendered and wise counsel given by Mr. Hendrik financial year; or
Gerhardus Myburgh during his tenure of Office as (iv) has or had any other pecuniary transaction or
Director. relationship with the company, its holding,
All the Independent Directors of the Company have subsidiary or associate company, or their
also given a confirmation to the Company as promoters, or directors, amounting to two per
provided under Section 149(6) of the Companies Act, cent or more of its gross turnover or total
2013 and Regulation 25 (8) of SEBI (LODR) Regulations, income or fifty lakh rupees or such higher
2015 that: amount as may prescribed from time to time,
a. they are persons of integrity and possess relevant whichever is lower, singly or in combination
expertise and experience; with the transactions referred to in sub-clause
(i), (ii) or (iii) during the two immediately
b. i. they are or were not a promoter of the
preceding financial years or during the current
Company or its holding, subsidiary or associate
financial year.
Company or member of the promoter group
of the company; e. neither they nor any of their relatives –
ii. they are not related to promoters or other (i) hold or has held the position of a key
directors in the Company, its holding, managerial personnel or is or has been
subsidiary or associate Company; employee of the Company or its holding,
subsidiary or associate Company in any of the
c. they do not have or had any pecuniary
three financial years immediately preceding
transaction or relationship other than
the financial year in which they were proposed
remuneration as such director or having
to be appointed;
transaction not exceeding ten per cent of their
total income or such amount as may be (ii) is or has been an employee or proprietor or a
prescribed with the company, its holding, partner, in any of the three financial years
subsidiary or associate Company, or their immediately preceding the financial year in
which they were proposed to be appointed,
15
of— were appointed as non-executive and Independent

(A) a firm of auditors or company secretaries in Directors by the shareholders’ at the 27 th Annual
practice or cost auditors of the Company or General Meeting held on July 17, 2014, for a
its holding, subsidiary or associate Company; consecutive term of five years till July 2019, not liable
or to retire by rotation.
(B) any legal or a consulting firm that has or had On 24th April, 2019, the Nomination and Remuneration
any transaction with the Company, its holding, Committee recommended and Board of Directors
subsidiary or associate Company amounting accorded their consent for the re-appointment of Lt.
to ten per cent or more of the gross turnover Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra
of such firm; Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani
as non-executive and Independent Directors for one
(iii) held together with any relatives two per cent
more consecutive term of 5 years not liable to retire
or more of the total voting power of the
by rotation, subject to the Shareholders' approval.
Company; or
A brief profile of all the above Directors is given in the
(iv) is a Chief Executive or director, by whatever
notice of the 32nd Annual General Meeting.
name called, of any non-profit organisation
that receives twenty-five per cent or more of 25. MEETINGS OF THE BOARD
its receipts from the Company, any of its The Board of Directors met 4 times during the period
promoters, directors or its holding, subsidiary April to March in the year 2018-2019 on the following
or associate Company or that holds two per dates:
cent or more of the total voting power of the 1. 25th April, 2018
Company;
2. 26th July, 2018
(v) is a material supplier, service provider or
3. 24th October, 2018
customer or a lessor or lessee of the Company;
4. 22nd January, 2019
f. they are not a non-independent director of any
other company on the board of which any non- 26. AUDIT COMMITTEE
independent director of the Company is an The Company’s Audit Committee presently comprises
independent director. of six Directors, all except one are non-executive and
g. they are not aware of any circumstance or Independent Directors. This is in compliance with
situation, which exist or may be reasonably Companies Act, 2013 and the SEBI (Listing Obligations
anticipated, that could impair or impact their and Disclosure Requirements) Regulations, 2015. Lt.
ability to discharge their duties with an objective Gen. D.B. Singh, an Independent Director, is the
independent judgment and without any external Chairman of the Committee while Mr. Sanjaya
influence. Kulkarni, Mr.Narendra Ambwani, Mr. Arun Bewoor, Ms.
Denise Lynn Dahl and Ms. Veena Gidwani are its
h. they possess appropriate skills, experience and
Members. The Charter of the Committee is in line with
knowledge in one or more fields of finance, law,
the requirements of Section 177 of the Companies Act,
management, sales, marketing, administration,
2013 and the relevant clauses of the Listing
research, corporate governance, technical
Regulations.
operations or other disciplines related to the
company’s business. 27. CRITERIA FOR REMUNERATING DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Companies Act, 2013 provides for appointment
of Independent Directors. Section 149(10) and (11) of The performance of the Company’s Key Managerial
the Act provides that Independent Directors shall hold Personnel, Whole time Director and Employees is
office for a term of up to five consecutive years on measured on the progress being made on the
the Board of a Company, but shall be eligible for strategic vision of the Company and Profitability.
reappointment on passing of a special resolution by Progress against the strategic vision of the Company
the company. However no Independent Director shall is measured by continued improvement in Gross
be eligible for more than two consecutive terms of Margin and share of the Foods business in the total
five years. The Act also specifies that the provisions of Net Sales of the Company. Profitability is measured
retirement by rotation as defined under Section 152 using Profit After Tax as a single measure.
(6) and (7) shall not apply to such Independent The details as required under Rule 5 of the Companies
Directors. (Appointment and Remuneration of Managerial
Lt. Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Personnel) Rules, 2014 is being provided as an
Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani Annexure to this Report.
16
28. EVALUATION OF THE BOARD changing regulatory environment. Also, at the time
The Company has formulated a Remuneration Policy of appointment of independent directors, the
in line with the requirements of the Companies Act, Company issues a formal letter of appointment
2013. The performance evaluation of independent describing their roles, functions, duties and
directors is done by the entire Board of Directors responsibilities as a Director. The appointment letters
(excluding the director being evaluated). On the basis issued to independent directors is uploaded on the
of the report of performance evaluation, it shall be website,http://www.atfoods.com/templates/
determined whether to extend or continue the term h o m e _ t p l / p d f / o t h e r _ i n f o /
of appointment of the independent directors. terms_conditions_appointment_independent_directors.pdf
The annual evaluation of the Board is done at three 30. AUDITORS
levels as (i) Board as a whole; (ii) Committees of the As per the provisions of Section 139 (2)(b) of the
Board and (iii) Individual Directors and Chairperson. Companies Act, 2013, no audit firm shall be eligible
A detailed Questionnaire is circulated to all individual for appointment/reappointment for more than two
directors. The Directors are evaluated on the basis of terms of five consecutive years. Accordingly, M/s B S
the following performance evaluation criteria namely R & Associates LLP, has completed its term as per
Knowledge and Competency, Fulfillment of functions, Section 139 (2)(b) and shall not be eligible for re-
Ability to function as a team, Initiative, Availability and appointment as auditor.
attendance, Commitment, Contribution and Integrity. M/s. Deloitte Haskins & Sells LLP, Chartered
The Additional criteria for Independent directors are Accountants, are recommended for appointment as
Independence, Independent views and judgment. the Statutory Auditors of the Company to hold office
The remuneration / commission to Non-Executive and from the conclusion of the 32 nd Annual General
Independent Directors shall be fixed as per the Meeting to the conclusion of the 37th Annual General
provisions contained under Companies Act, 2013. The Meeting in place of M/s. B S R & Associates LLP, retiring
Non- Executive / Independent Director may receive auditors who were not eligible to be reappointed. The
remuneration by way of fees for attending each Company has received a certificate from M/s.Deloitte
meeting of Board or Committee thereof. Provided that Haskins & Sells LLP to the effect that their appointment,
the amount of such fees shall not exceed `1,00,000/- if made, would be within the limits prescribed under
(Rupees one lakh only) per meeting of the Board or Section 139 of the Companies Act, 2013 and
Committee or such amount as may be prescribed by Companies (Audit and Audit Rules), 2014. The
the Central Government from time to time. Company has received a certificate from M/s. Deloitte
For Independent Women Directors, the sitting fee paid Haskins & Sells LLP to the effect that they are not
is not less than the sitting fee payable to other disqualified to be appointed and to act as Auditors in
directors. accordance with the provisions of Section 139 and
141 of the Companies Act, 2013 and Companies
Commission may be paid within the monetary ceiling
(Audit and Audit Rules), 2014.
limit approved by shareholders, subject to the limit not
exceeding 1% of the profits of the Company The Report given by the existing Auditors, M/s. B S R &
computed as per the applicable provisions of the Act. Associates LLP., Chartered Accountants on the
financial statements of the Company for financial year
An Independent Director shall not be entitled to any
2018-19 is part of the Annual Report. There has been
stock options of the Company.
no qualification, reservation or adverse remark or
Copy of the Nomination and Remuneration policy is disclaimer in their Report. During the year under
annexed as part of this Report and is also uploaded review, the Auditors had not reported any matter
on the website of the Company,http:// under Section 143(12) of the Companies Act, 2013 and
www.atfoods.com/templates/home_tpl/pdf/ hence, no detail is required to be disclosed under
other_info/Nomination%20and%20Remuneration Section 134(3)(ca) of the Companies Act, 2013.
%20Policy.pdf
31. COST AUDIT
29. TRAINING OF INDEPENDENT DIRECTORS
The Company is required to maintain the cost records
Every new Independent Director of the Board attends as specified by the Central Government under Section
an orientation. To familiarize the new inductees with 148 (1) of the Companies Act, 2013 and accordingly
the strategy, operations, business and functions of your such accounts and records are made and
Company, the Senior Management make maintained by the Company. An Audit of the Cost
presentations to the inductees about the Company’s Accounts maintained by the Company is also
strategy, operations and products. conducted by a Cost Auditor appointed by the Board
The Company also encourages and supports its subject to the approval of Shareholders.
Directors to update themselves with the rapidly 32. SECRETARIAL AUDIT
17
M/s. Tumuluru & Company, Company Secretaries, 35. GENERAL

have been appointed to conduct the Secretarial Your Directors state that no disclosures or reporting are
Audit of the Company as required under the provisions being made in respect of the following items as there
of Section 204 of the Companies Act, 2013 and Rule 9 were no applicable transactions or events on these
of the Companies (Appointment and Remuneration items during the year under review:
of Managerial Personnel) Rules, 2014 and Regulation
1. Details relating to deposits covered under Chapter
24A of the SEBI (LODR) Regulations, 2015 for the
V of the Act.
financial year 2018-19. Copy of the Secretarial Audit
Report in Form MR-3 is given as an Annexure to this 2. Issue of equity shares with differential rights as to
Director’s Report. The Secretarial Audit Report does dividend, voting or otherwise.
not contain any qualification or adverse remarks. 3. Issue of shares (including sweat equity shares) to
33. SUBSIDIARY COMPANIES employees of the Company under any scheme
save and except under the ESOP scheme referred
Your subsidiary, Sundrop Foods India Private Limited to in this Report.
has continued to perform the role of aiding the
4. The Managing Director of the Company does not
expansion of distribution and display of your products.
receive any remuneration or commission from any
At the end of FY’19 the number of sales staff on the
of its subsidiaries.
rolls of the Company were 424.
5. No significant or material orders were passed by
Your company’s wholly owned subsidiary Agro Tech the Regulators or Courts or Tribunals which impact
Foods (Bangladesh) Pvt. Ltd has commenced the going concern status and Company’s
production in FY’18. This has enabled the Company operations in future.
to build scale in Bangladesh and benefit from the
economic growth of a neighboring emerging market. 6. The Company has complied with the provisions
relating to constitution of Internal Complaints
Your Company will also be working towards Committee and no cases reported or filed during
leveraging your Company’s wholly-owned subsidiary the year pursuant to the Sexual Harassment of
Sundrop Foods Lanka (Private) Limited and seek to Women at Workplace (Prevention, Prohibition and
establish a local low cost production model which will Redressal) Act, 2013.
enable us to benefit from the growth of our
7. During the year, your Company has not accepted
neighboring countries.
any public deposits under Chapter V of
During the year, the Board of Directors reviewed the Companies Act, 2013.
affairs of the subsidiary Companies. The Company has 8. In terms of provisions of Investor Education and
published the audited consolidated financial Protection Fund (Awareness and Protection of
statements for the financial year 2018-19 and the Investors) Rules, 2001, Rs.4,30,813.25/- (as on 31st
same forms part of this Annual Report. This Annual March, 2019) of unpaid /unclaimed dividends will
Report does not contain the financial statements of be transferred to Investor Education and
our subsidiaries. The statements highlighting the Protection Fund.
summary of the financial per formance of the
subsidiaries in the prescribed format is annexed to this 9. During the year the Company has transferred
Report. The audited financial statements and related 7,657 unclaimed shares to IEPF account on 30th
information of subsidiaries are available for inspection October, 2018. The detailed list of unclaimed
during business hours at our registered office and will shares transferred to IEPF Authority is available in
be provided to any shareholder on demand. The the Company’s website www.atfoods.com
separate audited financial statements in respect of 36. APPRECIATION
each subsidiary Companies is also available on the The Board places on record their appreciation for the
website of your Company. http://www.atfoods.com/ contribution of its customers, employees, distributors,
investor-relations/annual-reports.html. co-packers, suppliers and all other stakeholders
34. ANNUAL RETURN towards performance of the Company during the
year under review.
An extract of the Annual Return in Form MGT-9 as
provided under Section 92(3) of the Companies Act, On Behalf of the Board
2013 and Rule 12 of the Companies (Management & Sachin Gopal Lt. Gen. D.B. Singh
Administration) Rules, 2014 prepared as on 31st March, Managing Director & CEO Director
2019 is attached as an Annexure to this Directors'
DIN 07439079 DIN 00239637
Report.
Dt: 24th April, 2019
18
ANNEXURES TO DIRECTOR’S REPORT

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Information under Rule 8(3) of the Companies (Accounts) Rules, 2014
1. CONSERVATION OF ENERGY 3. RESEARCH & DEVELOPMENT (R&D)

Energy conservation is an indicator of how efficiently Your Company has spent about `19.26 Million
a company can conduct its operations. ATFL (including capital R&D of ` 0.12 Million), this year
recognizes the importance of energy conservation towards Research and Development totaling to about
and has undertaken various energy efficient practices 0.23% of the Company’s turnover. Specific areas in
that have strengthened the Company’s commitment which R & D was carried out by the Company include
towards becoming an environment friendly development of chocolate and peanut butter based
organization. products, gourmet popcorn range in sweet and
savory both categories, shelf stable sweet corn snack,
Your Company continues to use energy efficient and
Roasted Chickpeas and Nut Butters including almond
sustainable HVAC programs at manufacturing facilities
and cashew butter. There are also new variants
established at Kothur, Hyderabad, Kashipur,
developed for launch in tortilla chips, extruded savory
Uttarakhand, Unnao, Uttar Pradesh and Jhagadia,
snacks, Ready to Eat Popcorn and Indian snacks.
Gujarat and the new plant at Mangaldai, Assam. In
addition the Company has ensured that all new 4. FOREIGN EXCHANGE EARNINGS AND OUTGO
lighting is moving to LED lamps together with a phasing (Accrual basis)
out of all non LED lighting through a phased
` MM
replacement program.
Foreign Exchange earned
2. TECHNOLOGY ABSORPTION in terms of inflows 8.67
In FY’19 your Company continued to use Technology Foreign Exchange outgo
to drive Competitive Advantage and provide high in terms of outflows 33.44
quality food products to our consumers. This included
the launch of peanut butter with jelly designed to give
consumers a unique option of healthy and tasty
On Behalf of the Board
spread in an easy to use format and launch of
Sundrop Popz a chocolate filled extruded cereal
snack which can be a breakfast cereal as well as Sachin Gopal Lt. Gen. D.B. Singh
snacks. Your company also invested in in-house Managing Director & CEO Director
roasting of peanuts and bulk production of Indian DIN 07439079 DIN 00239637
snacks at the Jhagadia facility.
19
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) and (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014
(A) The percentage increase in remuneration of each Director and KMPs during the financial year 2018-19 and
ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2018-19:
S.No. Name of the Director/KMP Remuneration of % age increase in the Ratio of the remuneration of
and Designation Directors remuneration in the each Director to the median
/ KMP for Financial FY 2018-19 remuneration of the employees
year 2018-19 in `
1. Ms. Jill Ann Rahman
Chairperson - - -
2. Ms. Denise Lynn Dahl
Non-Executive Director - - -
3. Mr. Hendrik Gerhardus Myburgh*
Non-Executive Director - - -
4. Lt. Gen. D B Singh
Non-Executive Director 1,265,000 -3.80% 2.32:1
5. Mr. Sanjaya Kulkarni
6. Mr. NarendraAmbwani
7. Mr. ArunBewoor
8. Ms. VeenaGidwani
9. Mr. Sachin Gopal
Managing Director & CEO 27,517,466 -3.47% 50.49:1
10. Mr. Arijit Datta
Chief Financial Officer 6,317,329 6.32% Not Applicable
11. Mr. Jyoti Chawla**
Company Secretary 1,733,307 - Not Applicable
th
* Mr. Hendrik Gerhardus Myburgh resigned as Director on 6 December, 2018.
** Comparative details of Ms. Jyoti Chawla is not being provided as she was not the Company Secretary for full
year in the previous year.
Remuneration as given above does not include long-term compensated absences benefit accrued and gratuity
benefit accrued since the same are computed based on actuarial valuation for all the employees and the
amounts attributable to the managerial personnel cannot be ascertained separately.
In the financial year, there was an increase of 8% in the median remuneration of employees;
- There were 449 permanent employees on the rolls of Company as on 31st March , 2019;
- The Company follows a practice of bench marking the salaries of positions in similar Companies and adjusts
the salaries of employees to make those competitive in the market. Other factors considered for salary revision
are salary inflation in the market, reward for performance and retention risk. The average increase in the
remuneration of employees was 9% reflecting the efforts put in by the employees for a steady growth in the
core consumer foods business by 17 % and overall business grew by 2%.
- Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year i.e. 2018-19 was 9% whereas the increase in the managerial remuneration for the same
20
financial year was 7%. Both increase are in line with the market bench marking and there are no exceptional
circumstances and increases for managerial remuneration.
- There was 2% increase in the remuneration of Key Managerial Personnel.
- It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
B) Information under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report
for the financial year ended 31st March, 2019.
A. Employed throughout the year top ten employees in terms of remuneration drawn and employees who were
in receipt of remuneration aggregating ` 1.02 crores or more
SR. NAME OF THE EMPLOYEE AGE QUALIFICATIONS DESIGNATION/ DATE OF EXPERIENCE REMU- % OF LAST EMPLOYMENT
NO. NATURE OF DUTIES COMMENCEMENT (YEARS) NERATION EQUITY
OF EMPLOYMENT ` SHARES HELD
1. Sachin Gopal 59 B.A., MBA Managing Director& CEO 02.04.2007 37 27,517,466 0.19 Procter & Gamble
2. N Narasimha Rao 59 B.Sc., Master of Sr VP HR & Corporate 24.07.2006 33 16,287,638 - Reliance Infocom
Personnel Mgmt. Communications
3. Asheesh Kumar Sharma 49 B.Sc., PGDBM VP- Marketing 02.07.2007 26 12,391,294 - Gillete India Ltd
4. Nilesh Agarwal 42 B.Com, PGDBM Head of Sales 08.06.2008 21 9,267,729 - Print-O-Graphics
5. Dharmesh Kumar 55 M.Tech. MBA VP Supply Chain 08.07.2008 29 5,125,110 - Procter & Gamble
Srivastava
6. Arijit Datta 41 M.Com, CA Chief Financial Officer 01.11.2006 15 6,317,329 - Eveready Industries India Ltd.
7. Sanjay K Srivastava 49 B.Sc., B.Tech. Head of Manufacturing 12.06.2000 28 6,094,245 - Siel Food & Fertilizers Industries
8. Lalit Vij 56 B.Com, MBA ICWA Head of Procurement and 16.04.2005 26 5,896,164 - Siel Food & Fertilizers Industries
Packing Material
9. Rikesh Ramesh Kotwal 36 BE Civil, MBA General Manager Sales-West 23.04.2012 15 4,038,120 - Wipro Consumer Care
10. J Kalpalatha 50 B.Com General Manager Finance 05.07.1988 30 3,613,186 - Nil
B. Employees employed partly during the year and who were in receipt of remuneration of ` 8,50,000/- and above per month
SR. NAME OF THE EMPLOYEE AGE QUALIFICATIONS DESIGNATION/ DATE OF EXPERIENCE REMU- % OF LAST EMPLOYMENT DATE OF
NO. NATURE OF DUTIES COMMENCEMENT (YEARS) NERATION EQUITY LEAVING
OF EMPLOYMENT ` SHARES HELD
--- --- --- --- --- --- --- --- --- --- ---
*Please refer MGT-9 Remuneration of Directors and Key Managerial Personnel:
NOTES
1. All appointments are contractual.
2. No director is related to any other director or employee of the Company listed above.
3. Remuneration received includes salary, bonus, commission, medical expenses, contribution to Provident Fund, Company’s contribution to Superannuation Funds, rent/
allowance paid for providing residential accommodation and where it is not possible to ascertain the actual expenditure incurred by the Company in providing a perquisite,
the monetary value of such perquisites calculated in accordance with the Income Tax Act, 1961, and rules made there under.
Sachin Gopal Lt. Gen. D.B. Singh

Managing Director & CEO Director
th
Dt: 24 April, 2019 DIN 07439079 DIN 00239637
21
FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction
under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis – Not Applicable
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship

b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including
the value, if any
e) Justification for entering into such contracts or arrangements or
transactions’
f) Date of approval by the Board
g) Amount paid as advances, if any
h) Date on which the special resolution was passed in General meeting
as required under first proviso to section 188
2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship

b) Nature of contracts/arrangements/transaction * Please refer the
c) Duration of the contracts/arrangements/transaction note given below
d) Salient terms of the contracts or arrangements or transaction including

the value, if any
e) Date of approval by the Board
f) Amount paid as advances, if any
* The detail of transactions between the Company and its related parties, names, nature of such contracts/
arrangements/transaction and other detail is set out in Notes to Accounts under serial number 38 forming part of
the standalone Financial Statements.
Sachin Gopal Lt.Gen.D.B. Singh

DIN 07439079 DIN 00239637
Place: Gurugram
Date: 24 April 2019
22
FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019
(Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014)
To, a. The Securities and Exchange Board of India
The Members, (Substantial Acquisition of Shares and Takeovers)
Agro Tech Foods Limited Regulations, 2011;
31, Sarojini Devi Road b. The Securities and Exchange Board of India
Secunderabad-500003 (Prohibition of Insider Trading) Regulations, 2015;
We have conducted the secretarial audit of the c. The Securities and Exchange Board of India (Issue
compliance of applicable statutory provisions and of Capital and Disclosure Requirements)
the adherence to good corporate practices by Regulations, 2009; Not Applicable for the Audit
Agro Tech Foods Limited (hereinafter called the Period
Company). Secretarial Audit was conducted in
d. The Securities and Exchange Board of India (Share
a manner that provided us a reasonable basis for
Based Employee Benefits) Regulations, 2014;
evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon. e. The Securities and Exchange Board of India (Issue
and listing of Debt Securities) Regulations, 2008;
Based on our verification of the Company's books,
Not Applicable for the Audit Period
papers, minute books, forms and returns filed and
other records maintained by the Company and f. The Securities and Exchange Board of India
also the information provided by the Company, (Registrars to an Issue and Share Transfer Agents)
its officers, agents and authorized representatives Regulations, 1993 regarding the Companies Act
during the conduct of secretarial audit, we hereby and dealing with client;
report that in our opinion, the Company has, g. The Securities and Exchange Board of India
during the audit period covering the financial year (Delisting of Equity Shares) Regulations, 2009 and
ended on March 31, 2019 (herein after called as Not Applicable for the Audit Period
Audit Period) complied with the statutory h. The Securities and Exchange Board of India
provisions listed hereunder and also that the (Buyback of Securities) Regulations, 1998; Not
Company has proper Board-processes and Applicable for the Audit Period
compliance-mechanism in place to the extent,
vi. We further report that having regard to the
in the manner and subject to the reporting made
compliance system prevailing in the Company
hereinafter:
and on examination of the relevant documents
We have examined the books, papers, minute and records in pursuance thereof, on test- check
books, forms and returns filed and other records basis, the Company has complied with the
maintained by the Company for the financial year following laws applicable specifically to the
ended on March 31, 2019 according to the Company:
provisions of:
(a) Food Safety and Standards Act, 2006
i. The Companies Act, 2013 (the Act) and the rules
made there under; (b) Agricultural Produce Grading and Marking Act,
1937
ii. The Securities Contracts (Regulation) Act, 1956
('SCRA') and the rules made there under; We have also examined compliance with the
iii. The Depositories Act, 1996 and the Regulations applicable clauses of the following:
and Bye-laws framed there under; (i) Secretarial Standards issued by The Institute of
iv. Foreign Exchange Management Act, 1999 and Company Secretaries of India.
the rules and regulations made there under to the (ii) The Securities and Exchange Board of India (Listing
extent of Obligations and Disclosure Requirements)
a) Foreign Direct Investment Regulations, 2015.
b) Overseas Direct Investment and During the period under review the Company has
c) External Commercial Borrowings (not complied with the provisions of the Act, Rules,
applicable during the Audit period) Regulations, Guidelines, Standards, etc.
v. The following Regulations and Guidelines mentioned above.
prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act'):-
23
We further report that - monitor and ensure compliance with applicable

(i) The Board of Directors of the Company is duly laws, rules, regulations and guidelines.
constituted with proper balance of Executive We further report that during the audit period:
Directors, Non-Executive Directors and a. The Company has spent a sum of ` 4.62 Million
Independent Directors. The changes in the towards Corporate Social Responsibility
composition of the Board of Directors that took representing 1.06 % of its average net profits made
place during the period under review were carried during the three-immediate preceding financial
out in compliance with the provisions of the Act. years. 2% of the average net profits of the three
(ii) Adequate notice is given to all directors to preceding financial years are ` 8.69 Million.
schedule the Board Meetings agenda and
detailed notes on agenda were sent at least
for Tumuluru & Company
seven days in advance, and a system exists for
Company Secretaries
seeking and obtaining further information and
clarifications on the agenda items before the B V Saravana Kumar
meeting and for meaningful participation at the Partner
meeting. ACS No. 26944
(iii) Majority decision is carried through while the C. P. No. 11727
dissenting members' views are captured and Place : Hyderabad
recorded as part of the minutes. Date : 24th April, 2019
We further report that there are adequate systems
Note : This report is to be read with our letter of even
and processes in the Company commensurate
date by the Secretarial Auditors, which is available
with the size and operations of the Company to
on the website of the Company www.atfoods.com.
24
Enclosure - A
To compliance of laws, rules and regulations and

The Members happening of events etc.
5. The compliance of the provisions of Corporate
31, Sarojini Devi Road
and other applicable laws, rules, regulations,
Secunderabad-500003
standards is the responsibility of management. Our
Our report of even date is to be read along with this examination was limited to the verification of
letter. procedures on test basis.
1. Maintenance of secretarial record is the 6. The Secretarial Audit report is neither an assurance
responsibility of the management of the company. as to the future viability of the company nor of
Our responsibility is to express an opinion on these the efficacy or effectiveness with which the
secretarial records based on our audit. management has conducted the affairs of the
company.
2. We have followed the audit practices and
processes as were appropriate to obtain
reasonable assurance about the correctness of for Tumuluru & Company
the contents of the Secretarial records. The Company Secretaries
verification was done on test basis to ensure that B V Saravana Kumar
correct facts are reflected in secretarial records.
Partner
We believe that the processes and practices, we
followed provide a reasonable basis for our ACS No. 26944
opinion. C. P. No. 11727
3. We have not verified the correctness and Place : Hyderabad
appropriateness of financial records and Books of Date : 24th April, 2019
Accounts of the company.
Note : This report is to be read with our letter of even
4. Where ever required, we have obtained the date by the Secretarial Auditors, which is available
Management representation about the on the website of the Company www.atfoods.com.
25
ANNUAL REPORT ON CSR ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013)
Objectives:
Your Company contributes to the society in addressing social issues like Malnourishment. Being in Foods business
and the manufacturers of healthy foods like Peanut Butter etc., the Company strongly believes that we have an
opportunity to play a key role in addressing one of serious social issues; Malnourishment.
Programs:
We have developed a program on the name of Poshan and under this program, the Company continues to
partner with Government to provide Peanut Butter at Anganwadis run by the Government and Child Malnourishment
Treatment Centers. Peanut Butter is rich in good quality Protein and it supplements the food given to the children
at Anganwadis. Major focus area for implementation of this program is Bharuch district in Gujarat, where our
Peanut Butter factory is situated. Apart from Gujarat, the program is also under implementation in Delhi, Hyderabad,
Kashipur and Kolkata where our offices and factories are located. In the current financial year we have covered
33,500 children as against 9,500 children previous year under this program. On the spent side, we have spent an
amount of 46 lac as against 16 lac previous year. The details of the policy are available on the website,
www.atfoods.com
CSR Committee:
The Committee consists of the following Board Members:
1. Lt. Gen. D B Singh - Chairman
2. Mr. Sanjaya Kulkarni
3. Mr. Narendra Ambwani
4. Mr. Arun Bewoor
5. Ms. Veena Gidwani
6. Ms. Denise Lynn Dahl
7. Ms. Jill Ann Rahman
8. Mr. Hendrik Gerhardus Myburgh*
* Mr. Hendrik Gerhardus Myburgh has resigned as Director w.e.f. 6th December, 2018
Financial Details:
Section 135 of the Companies Act, 2013 and the Rules made thereunder prescribe that every Company having a
net worth of ` 500/- crores or more, or turnover of ` 1,000/- crores or more or a net profit of ` 5 crores or more during
immediately preceding financial year shall ensure that the Company spends, in every financial year, at least 2% of
the average net profits made during the three immediately preceding financial years, in pursuance of its Corporate
Social Responsibility policy. The provisions pertaining to CSR as prescribed under the Companies Act, 2013 are
applicable to your Company. The financial details as required to be disclosed are as follows:
` Millions
Particulars
Average net profit of the company for last three financial years 434.35
Prescribed CSR Expenditure (2% of the average net profit as computed above) 8.69
Details of CSR spent during the financial year:
Total amount to be spent for the financial year 8.69
Total amount spent during the year (1.06% of avg. net profit) 4.62
Amount unspent 4.07
26
Details of amount spent on CSR activities during the financial year 2018-19
CSR project or Sector in Projects or Amount Amount Cumulative Amount spent:
activity which the programs outlay spent on the expenditure Direct or
identified Project is (1)Local area or other (budget) projects up to the through
covered (2) Specify the State reporting implementing
and district where period agency
projects or programs
was undertaken
Poshan: Under Malnutrition The program is currently 8.69 4.62 million 4.62 million Entire amount
this program, we and hunger running in the Bharuch district Million spent directly
are providing eradication of Gujarat ,Delhi, Kolkata in by the
Peanut Butter as West Bengal, Hyderabad in Company
additional Telangana, Vijayawada in
nutritious Andhra Pradesh and
supplement to Kashipur in Uttarakhand and
the children at is being extended to several
Anganwadis states in India on a
and schools. progressive basis.
The Poshan program is designed to address malnourishment amongst children, working with Government
Anganwadi’s and Child Malnourishment Treatment Centers using Peanut Butter which is a rich source of protein
and highly effective to fight malnutrition. Major focus area for implementation of this program is Bharuch district in
Gujarat, where our Peanut Butter factory is situated. Apart from Gujarat, the program is also under implementation
in Delhi, Hyderabad, Kashipur and Kolkata where our offices and factories are located. Anganwadi operations
have got stabilized and spending behind the program this year has significantly increased by about 184% over the
previous year. Spending for the year behind the program remained lower than the 2% of average Net Profit of last
three financial years to be spent behind CSR activities but with the increasing spends year on year, we are progressing
towards this goal.
CSR Committee Responsibility Statement
The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in
compliance with the CSR objectives and CSR Policy of the Company.
Sachin Gopal Lt. Gen. D.B. Singh

DIN 07439079 DIN 00239637
27
NOMINATION AND REMUNERATION POLICY 4. To lay down criteria and terms and conditions with
regard to identifying persons who are qualified to
1. Introduction
become Directors (Executive and Non-executive)
The purpose of Nomination and Remuneration and persons who may be appointed in Senior
Committee is as under: Management, Key Managerial positions and to
determine their remuneration.
- to identify persons who are qualified to become
directors and who may be appointed in senior 5. Ensuring a transparent board nomination process
management in accordance with the criteria laid with the diversity of thought, experience,
down, and recommend to the Board their knowledge, perspective and gender in the Board.
appointment and removal ;
6. To determine remuneration based on the
- to carry out evaluation of every director’s Company’s size and financial position and trends
performance ; and practices on remuneration prevailing in peer
companies, in the industry.
- to formulate the criteria for determining
qualifications, positive attributes and 7. To carry out evaluation of the performance of
independence of a director ; Directors, as well as Key Managerial and Senior
Management Personnel and to provide for
- to recommend to the Board a policy, relating to
reward(s) linked directly to their effort,
the remuneration for the directors, key managerial
per formance, dedication and achievement
personnel and other employees.
relating to the Company’s operations.
In terms of Section 178 of the Companies Act, 2013
8. To retain, motivate and promote talent and to
and Regulation 19 of SEBI (LODR) Regulations 2015,
ensure long term sustainability of talented
as amended from time to time, this policy on
managerial persons and create competitive
nomination and remuneration of Directors, Key
advantage.
Managerial Personnel (KMP), Senior Management
and other employees of the Company has been 9. To lay down criteria for appointment, removal of
formulated by the Nomination and Remuneration directors, Key Managerial Personnel and Senior
Committee of the Company and approved by the Management Personnel and evaluation of their
Board of Directors vide its resolution dated 17th performance.
October, 2014. This policy shall act as a guideline for
10. To meet the requirement of the disclosure of
determining, inter-alia, qualifications, positive
remuneration policy and the evaluation criteria
attributes and independence of a Director, matters
in its Annual Report.
relating to the remuneration, appointment, removal
and evaluation of performance of the Directors, Key In the context of the aforesaid criteria the following
Managerial Personnel, Senior Management and other policy has been formulated by the Nomination and
employees. Remuneration Committee and adopted by the Board
of Directors at its meeting held on 17th October, 2014.
2. Objective of the Policy
3. Definitions:
The policy is framed with the objective(s):
In this Policy unless the context otherwise requires:
1. That the level and composition of remuneration is
reasonable and sufficient to attract, retain and 1. ‘Act’ means Companies Act, 2013 and rules
motivate directors of the quality required to run thereunder.
the Company successfully.
2. ‘Board of Directors’ or ‘Board’, in relation to the
2. That the relationship of remuneration to Company, means the collective body of the
performance is clear and meets appropriate directors of the Company.
performance benchmarks.
3. ‘Committee’ means Nomination and
3. That the remuneration to Directors, Key Remuneration Committee of the Company as
Managerial Personnel (KMP), and other constituted or reconstituted by the Board.
employees of the Company involves a balance
4. 'Company' means Agro Tech Foods Limited.
between fixed and incentive pay reflecting short
and long-term per formance objectives 5. ‘Directors’ means Directors of the Company.
appropriate to the working of the Company and
6. ‘Independent Director’ means a director referred
its goals.
to in Section 149 (6) of the Companies Act, 2013.
28
7. ‘Key Managerial Personnel’ (KMP) means: is considered for appointment. The Committee has
discretion to decide whether qualification,
a. Chief Executive Officer and / or Managing
expertise and experience possessed by a person
Director
is sufficient / satisfactory for the concerned
b. Whole-time Director position.
c. Chief Financial Officer
c) The company shall not appoint or continue the
d. Company Secretary employment of any person as managing director,
e. Such other officer as may be prescribed whole-time director or manager who is below the
age of twenty-one years or has attained the age
8. ‘Ministry’ means the Ministry of Corporate Affairs.
of seventy years provided that appointment of a
9. ‘Regulations’ refers to and comprise of Companies person who has attained the age of seventy years
Act, 2013, and related Rules, Listing Agreement may be made by passing a special resolution in
and such other rules and provisions as applicable which case the explanatory statement annexed
to the matters dealt in by this Policy. to the notice for such motion shall indicate the
justification for appointing such person.
10. ‘Senior Management Personnel’ for this purpose
shall mean employees of the company who are d) Appointment of Independent Directors is subject
members of its core management team excluding to compliance of provisions of Section 149 of the
Board of Directors. It would comprise all members Companies Act, 2013, read with schedule IV and
of management one level below the executive rules thereunder and provisions of Regulation 17
director(s), including the functional / vertical and 17A of SEBI (LODR) Regulations, 2015.
heads.
Term / Tenure
Unless the context otherwise requires, words and
a) Managing Director/Whole-time Director:
expressions used in this policy and not defined herein
but defined in the Companies Act, 2013 as may be The Company shall appoint or re-appoint any
amended from time to time shall have the meaning person as its Managing Director / Whole-time
respectively assigned to them therein. Director for a term not exceeding five years at a
time. No re-appointment shall be made earlier
4. Nomination and Remuneration Committee
than one year before the expiry of term.
The Nomination and Remuneration Committee will
b) Independent Director:
consist of three or more non-executive directors, out
of which at least one-half shall be independent - Subject to provisions of Section 152, an
director(s), provided that chairperson of the Independent Director shall hold office for a term
Company may be appointed as a member of this up to five consecutive years on the Board of the
Committee but shall not chair such Committee. Company and will be eligible for re-appointment
on passing of a special resolution by the Company
The chairperson of the committee or, in his absence, and disclosure of such appointment in the Board's
any other member of the committee authorised by report.
him in this behalf shall attend the general meetings
of the company. - No Independent Director shall hold office for more
than two consecutive terms, but such
The Nomination and Remuneration Committee shall Independent Director shall be eligible for
meet as often as required. appointment after expiry of three years of ceasing
5. Policy for appointment, removal and performance to become an Independent Director. Provided
evaluation of Director, KMP and Senior that an Independent Director shall not, during the
Management said period of three years, be appointed in or be
associated with the Company in any other
Appointment criteria and qualifications capacity, either directly or indirectly.
a) The Committee shall identify and ascertain the - At the time of appointment of Independent
integrity, qualification, expertise, experience and Director it should be ensured that number of
independence of the person for appointment as Boards on which such Independent Director serves
Director, KMP or at Senior Management level and is restricted to seven listed companies as an
recommend to the Board his / her appointment. Independent Director and three listed companies
b) A person should possess adequate qualification, as an Independent Director in case such person
expertise and experience for the position he / she is serving as a Whole-time Director of a listed
company.
29
Evaluation 6. Matters relating to the Remuneration for the Whole-

time Director, KMP, Senior Management Personnel
1. Performance evaluation of Independent Directors
a. The Committee shall lay down the evaluation a) The remuneration / compensation /
criteria for per formance evaluation of commission etc. to the Whole-time Director,
independent directors. KMP, Senior Management Personnel and other
b. The Company shall disclose the criteria for Employees will be determined by the
performance evaluation, as laid down by the Committee and recommended to the Board
Nomination Committee, in its Annual Report. for approval. The remuneration /
compensation / commission etc. shall be
c. The performance evaluation of independent subject to the prior/post approval of the
directors shall be done by the entire Board of shareholders of the Company and Central
Directors (excluding the director being Government, wherever required.
evaluated).
d. On the basis of the report of performance b) The remuneration to be paid to the Managing
evaluation, it shall be determined whether to Director/Whole-time Director shall be in
extend or continue the term of appointment accordance with the conditions laid down in
of the independent directors. the provisions of the Companies Act, 2013 &
the rules made thereunder.
2. The Committee shall also lay down the evaluation
criteria for performance evaluation of directors c) Increments to the existing remuneration/
other than independent directors and Senior compensation structure may be
management. recommended by the Committee to the
3. The Committee shall carry out evaluation of Board which should be within the slabs
performance of every Director, KMP and Senior approved by the Shareholders in the case of
Management Personnel at regular interval Managing Director/ Whole-time Director.
(yearly). d) Where any insurance is taken by the Company
4. Independent Director shall hold at least one on behalf of its Managing Director / Whole-
meeting in a year, without attendance of non- time Director, Chief Executive Officer, Chief
independent directors (Non-ID’s) and members of Financial Officer, the Company Secretary and
management to review : any other employees for indemnifying them
a. performance of Non-IDs and BOD as a whole against any liability, the premium paid on such
insurance shall not be treated as part of the
b. performance of the Chairperson taking into remuneration payable to any such personnel.
consideration views of NEDs/ EDs Provided that if such person is proved to be
c. quantity/quality/flow of information from the guilty, the premium paid on such insurance
management to the Board to effectively shall be treated as part of the remuneration.
perform their duties
7. Remuneration to Managing Director / Whole-time
Removal Director, KMP, Senior Management Personnel
Due to reasons for any disqualification mentioned in a) Fixed pay:
the Act or under any other applicable Act, rules and
regulations thereunder, the Committee may The Managing Director/Whole-time Director/ KMP
recommend, to the Board with reasons recorded in and Senior Management Personnel shall be
writing, removal of a Director, KMP or Senior eligible for a monthly remuneration as may be
Management Personnel subject to the provisions and approved by the Board on the recommendation
compliance of the said Act, rules and regulations. of the Committee. The breakup of the pay scale
and quantum of perquisites and other benefits
Retirement
including, employer’s contribution to P.F, pension
The Director, KMP and Senior Management Personnel scheme, medical expenses, club fees etc. shall
shall retire as per the applicable provisions of the be decided and approved by the Board/ the
Companies Act, 2013 and the rules made thereunder Person authorized by the Board on the
and the prevailing policy of the Company. The Board recommendation of the Committee and
will have the discretion to retain the Director, KMP, approved by the shareholders and Central
Senior Management Personnel in the same position/ Government, wherever required.
remuneration or otherwise even after attaining the
retirement age, for the benefit of the Company.
30
b) Minimum Remuneration: meeting of the Board or Committee or such

If, in any financial year, the Company has no profits amount as may be prescribed by the Central
or its profits are inadequate, the Company shall Government from time to time.
pay remuneration to its Managing Director/Whole- For Independent Women Directors, the sitting fee
time Director in accordance with the provisions shall not be less than the sitting fee payable to
of Schedule V of the Companies Act, 2013 and if other directors.
it is not able to comply with such provisions, with
the previous approval of the Central Government. c) Commission:
c) Provisions for excess remuneration: Commission may be paid within the monetary
ceiling limit approved by shareholders, subject to
If any Managing Director/Whole-time Director the limit not exceeding 1% of the profits of the
draws or receives, directly or indirectly by way of Company computed as per the applicable
remuneration any such sums in excess of the limits provisions of the Act.
prescribed under the Companies Act, 2013 or
without the prior sanction of the Central d) Stock Options:
Government, where required, he / she shall refund An Independent Director shall not be entitled to
such sums to the Company and until such sum is any stock options of the Company.
refunded, hold it in trust for the Company. The
Company shall not waive recovery of such sum 9. Disclosure
refundable to it unless permitted by the Central The above Policy needs to be disclosed in the
Government. Board’s report.
8. Remuneration to Non- Executive / Independent 10. Amendments to the Policy
Director:
The Board of Directors on its own and / or as per the
a) Remuneration / Commission: recommendations of Nomination and Remuneration
The remuneration / commission shall be fixed as Committee can amend this Policy, as and when
per the provisions contained under Companies deemed fit.
Act, 2013. In case of any amendment(s), clarification(s),
b) Sitting Fees: circular(s) etc. issued by the relevant authorities, not
being consistent with the provisions laid down under
The Non- Executive / Independent Director may this Policy, then such amendment(s), clarification(s),
receive remuneration by way of fees for attending circular(s) etc. shall prevail upon the provisions
each meeting of Board or Committee thereof. hereunder and this Policy shall stand amended
Provided that the amount of such fees shall not accordingly from the effective date as laid down
exceed ` 1,00,000 (Rupees one lakh only) per under such amendment(s), clarification(s), circular(s)
etc.
31
Statement containing salient features of the financial statement of subsidiaries
[Pursuant to First Proviso to subsection (3) of Section 129, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014-AOC-1]
As at 31 March 2019 For the year ended 31 March 2019 Refer note (c)
Sl. Name of Reporting Exchange Share Share Reserves Total Total liabilities Invest Turn- Profit/ Tax Profit Other Total Pro- % of Country
No. Subsidiary currency rates capital application and assets (Excluding share ments over/ (loss) expe- for com- com- posed Share
Company money surplus capital, share Total before nse/ the pren- pren- Divi- holding
pending application Income tax (gain) year sive sive dend
allotment money pending inco inco
allotment and me me
Reserves and for the
surplus) year
1 Sundrop Foods India INR MM 20.00 - 36.07 68.98 12.92 - 143.80 11.64 (3.44) 15.08 0.76 15.84 - 100.00 India
Private Limited
2 Agro Tech Foods INR MM Refer note (a) 123.97 8.26 (22.67) 110.66 1.09 - 0.09 (11.27) (3.17) (8.10) - (8.10) -
100.00 Bangladesh
(Bangladesh) Pvt. Ltd. Taka MM 150.00 10.00 (27.43) 133.89 1.32 - 0.11 (13.47) (3.79) (9.68) - (9.68) -
3 Sundrop Foods Lanka INR MM Refer note (b) 19.76 - (8.58) 11.99 0.80 - 2.02 (4.32) (0.69) (3.63) - (3.63) - 100.00 Sri Lanka
(Private) Limited LKR MM 50.00 - (21.70) 33.43 5.12 - 4.84 (10.53) (1.67) (8.86) - (8.86) -
Notes:
a) The exchange rate used to convert Taka to Rupees "0.826446281/Taka" for Agro Tech Foods (Bangladesh) Pvt. Ltd. balance sheet items.
32
b) The exchange rate used to convert LKR to Rupees "0.395256917/LKR" for Sundrop Foods Lanka (Private) Limited balance sheet items.
c) Converted at monthly average exchange rates.
Form No. MGT – 9

Extract of annual Return as on the Financial Year ended on 31st March 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014
I. Registration and Other Details:
(i) CIN L15142TG1986PLC006957

(ii) Registration Date 21/11/1986
(iii) Name of the Company AGRO TECH FOODS LIMITED
(iv) Category / Sub-Category of the Company LIMITED COMPANY
(v) Address of the registered office and 31, SAROJINI DEVI ROAD, SECUNDERABAD – 500 003
contact details T.No. 040-66650240 Fax No.040-27800947
(vi) Whether listed company (Yes / No) YES
(vii) Name, Address and contact details of KARVY FINTECH PRIVATE LIMITED
Registrar and Transfer Agent, if any KARVY SELENIUM TOWER B, PLOT NO.31-32, GACHIBOWLI,
FINANCIAL DISTRICT, NANAKRAMGUDA, HYDERBAD-500032
T.No.040-67161605, Email - [email protected]
II. Principal Business Activities of the Company:

Sl. Name and Description of NIC Code of the % to total turnover of the company
No. Main Products Services Product/service
1. Edible Oils 104 73
2. Others-Processed food products 107 27
III. Particulars of Holding, Subsidiary and Associate Companies:
Sl. Name and address of CIN Holding, % of Applicable
No. the company Subsidiary share Section
/ Associate held
1 CAG-Tech (Mauritius) Limited Not Applicable Holding 51.77 2(87)(ii)
2 Sundrop Foods India Private Limited U01119TG1990PTC011259 Subsidiary 100 2(87)(ii)
3 Agro Tech Foods (Bangladesh) Pvt. Ltd. Not Applicable Subsidiary 100 2(87)(ii)
4 Sundrop Foods Lanka (Private) Limited Not Applicable Subsidiary 100 2(87)(ii)
33
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 No. of Shares held at the end of the year % Change
the year 1/4/2018 31/3/2019 during the
year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian
a) Individual / HUF - - - - - - - - -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A) (1) - - - - - - - - -
(2) Foreign
a) NRI(s) Individual (s) - - - - - - - - -
b) Other - Individual - - - - - - - - -
c) Bodies Corp. 12,616,619 - 12,616,619 51.77 12,616,619 - 12,616,619 51.77 -
d) Banks/FI’s - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total A (2) 12,616,619 - 12,616,619 51.77 12,616,619 - 12,616,619 51.77 -
Total Shareholding of promoter
(A) = A(1) + A(2) 12,616,619 - 12,616,619 51.77 12,616,619 - 12,616,619 51.77 -
B. Public Shareholding
1. Institutions
a) Mutual Funds 2,061,332 400 2,061,732 8.46 763,936 400 764,336 3.14 -5.32
b) Banks / FI 17,752 - 17,752 0.07 19,325 - 19,325 0.08 0.01
c) Central Govt. - - - - - - - -
d) State Govt.(s) - - - - - - - -
e) Venture Capital Funds - - - - - - - -
f) Insurance Companies - - - - - - - -
g) FIIs/FPI’s 1,590,814 300 1,591,114 6.53 2,026,157 300 2,026,457 8.32 1.79
h) Foreign Venture Capital Funds - - - - -
i) Others (specify) - - - - -
Sub-total (B)(1):- 3,669,898 700 3,670,598 15.06 2,809,418 700 2,810,118 11.53 3.53
2. Non-Institutions
(a) Bodies Corporate 2,278,468 5,757 2,284,225 9.37 2,340,688 5,557 2,346,245 9.63 0.26
(b)
(i) Individual shareholders
holding nominal share
capital upto ` lakhs 2,117,671 253,684 2,371,355 9.73 2,519,202 219,762 2,738,964 11.24 1.51
(ii) Individual shareholders
holding nominal share
capital in excess of ` 2 lakhs 2,027,606 - 2,027,606 8.32 2,358,071 - 2,358,071 9.68 1.36
34
(a)
- Clearing Members 30,793 - 30,793 0.13 4,466 - 4,466 0.02 -0.11
- Foreign Banks - - - - -
- Non Resident Indians/ 136,008 200 136,208 0.56 233,503 200 233,703 0.96 0.40
NRI Repatriable
- NBFCs Registered with RBI 10,000 - 10,000 0.04 5594 - 5594 0.02 -0.02
- Alternate Investment Fund 75,000 - 75,000 0.31 250,000 - 250,000 1.02 0.71
- IEPF 136,407 - 136,407 0.56 144,064 - 144,064 0.58 0.03
- Other Trust 1,500 - 1,500 0.01 1,500 - 1,500 0.01 0
Trusts 1,008,953 - 1,008,953 4.14 859,920 - 859,920 3.53 -0.61
Sub-total B(2) 7,822,406 259,641 8,082,047 48.23 8,717,008 225,519 8942527 48.23 -
Total Public Shareholding
(A) = B(1) + B(2) 11,492,304 260,341 11,752,645 48.23 11,526,426 226,219 11,752,645 48.23 -
C. Shares held by Custodian
for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 24108923 260,341 24,369,264 100.00 24,143,045 226,219 24,369,264 100.00
(ii) Shareholding of Promoter-
S.No Shareholder’s Name Shareholding at the beginning of Share holding at the end of the % change in
the year year share holding
during the year
No. of % of total % of Shares No. of % of total % of Shares
Shares Shares of Pledged / Shares Shares of Pledged /
the encumbered the encumbered
company to total shares company to total shares
1 CAG TECH (MAURITIUS) LIMITED 12,616,619 51.77 - 12,616,619 51.77 - -
(iii) Change in Promoters’ Shareholding (please specify, if there is no change) for Financial Year 01.04.2018 to 31.03.2019.
1 Shareholding at the Cumulative shareholding
beginning of the year during the year
No. of % of total No. of % of total
Shares shares of the Shares shares of the
company company
At the beginning of the year 01.04.2018
Date wise Increase / Decrease in Promoters Share holding
during the year specifying the reasons for increase / decrease No change No change
(e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year 31.03.2019
iv) Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
(Annexure at the end of the Directors Report)
1 Shareholding at the Cumulative shareholding
company company
At the beginning of the year 01.04.2018 - - - -
Date wise Increase / Decrease in Share holding during the - - - -
year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year 31.03.2019
35
v) Shareholding of Directors and Key Managerial Personnel

For each of the Directors and Key Managerial Personnel
1 Ms. Veena Vishindas Gidwani- Director Shareholding at the Cumulative shareholding
company company
At the beginning of the year 01.04.2018 500 0.002 500 0.002
Date wise Increase / Decrease in Share holding during the year
specifying the reasons for increase / decrease (e.g. allotment /
transfer / bonus/ sweat equity etc):
At the end of the year 31.03.2019 500 0.002 500 0.002
2 Mr. Sachin Gopal- Managing Director & CEO Shareholding at the Cumulative shareholding
company company
At the beginning of the year 01.04.2018 45,672 0.19 45,672 0.19
At the end of the year 31.03.2019 45,672 0.19 45,672 0.19
3 Mr. Arijit Datta-Chief Financial Officer Shareholding at the Cumulative shareholding

company company
As at 31.03.2019 - - - -
4 Ms. Jyoti Chawla- Company Secretary Shareholding at the Cumulative shareholding

company company
As at 31.03.2019 - - - -
36
V. INDEBTEDNESS :
Indebtness of the Company including interest outstanding / accrued but not due for payment
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year 01.04.2018
(i) Principal Amount - - - -
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due - - - -
Total ( i + ii + iii ) - - - -
Change in Indebtedness during the financial year
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year 31.03.2019
(i) Principal Amount - - - -
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due - - - -
Total ( i + ii + iii ) - - - -
VI. Remuneration of Directors and Key Managerial Personnel:
A. Remuneration to Managing Director
Sl. Particulars of Remuneration Mr. Sachin Total
No. Gopal Amount*
1. Gross Salary-
(a) Salary as per provisions contained in the section
17(1) of the Income Tax Act, 1961 26,036,532 26,036,532
(b) Value of perquisites u/s 17 (2) of the 113,918 113,918
Income Tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of the
Income Tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- As % of Profit
- Other, specify
5. Others-
Employer contribution to Provident Fund 1,367,016 1,367,016
Total (A) 27,517,466 27,517,466
*above remuneration is on payment basis
Note : Remuneration as given above does not include long-term compensated absences benefit accrued and
gratuity benefit accrued since the same are computed based on actuarial valuation for all employees and the
amounts attributable to Managing Director cannot be ascertained separately.
37
B. Remuneration to other Directors :

Sl. Particulars of Remuneration Name of Directors Total
No. Lt. Gen D B Mr. Sanjaya Mr. Arun Mr. Narendra Ms. Veena Amount
Singh Kulkarni Bewoor Ambwani Gidwani
1. Independent Directors
Fee for attending board
committee meetings 875,000 650,000 875,000 875,000 875,000 4,150,000
Commission 390,000 390,000 390,000 390,000 390,000 19,50,000
Others, please specify - - - - - -
Total (1) 1,265,000 1,040,000 1,265,000 1,265,000 1,265,000 6,100,000
2. Other Non-Executive Directors
Fee for attending board meetings - - - - - -
Commission - - - - - -
Others - - - - - -
Total (2) - - - - - -
Total (B) = (1+2) 1,265,000 1,040,000 1,265,000 1,265,000 1,265,000 6,100,000
C. Remuneration to key managerial personnel other than MD/Manager:

Sl. Particulars of Remuneration Name of Key Managerial Personnel Total
No. Amount*
Jyoti Chawla Arijit Datta
(CS) (CFO)
1. Gross Salary-
a) Salary as per provisions contained in the
section 17(1) of the Income Tax Act, 1961 1,678,430 5,847,461 7,525,891
b) Value of perquisites u/s 17(2) of the Income
Tax Act, 1961 4,221 261,038 265,259
c) Profits in lieu of salary under section 17(3)
of the Income Tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- As % of Profit
- Other, specify
5. Others –
Employer contribution to Provident Fund 50,656 208,830 259,486
Total 1,733,307 6,317,329 8,050,636
*above remuneration is on payment basis.
VII. Penalties / Punishment / Compounding offences:
There were no penalties / punishment / compounding of offences for the year ending 31st March, 2019.
38
AGRO TECH FOODS LIMITED
SHAREHOLDING PATTERN OF TOP 11 SHAREHOLDERS BETWEEN 31/03/2018 AND 31/03/2019
Shareholding at the Cumulative Shareholding
begginning of the Year during the Year
Sl. Folio/Dpid- Category Type Name of the Share Holder No of Shares % of total shares No of Shares % of total shares
No. Clientid of the company of the company
1 IN30039415926090 FPB Opening Balance CAG TECH MAURITIUS LIMITED 12616619 51.77 12616619 51.77
30/03/2019 Closing Balance 0.00 12616619 51.77
2 IN30378610001099 MUT Opening Balance SBI EMERGING BUSINESSES FUND 1100000 4.51 1100000 4.51
02/11/2018 Sale 420605 1.73 679395 2.79
04/01/2019 Sale 679395 2.79 0 0.00
30/03/2019 Closing Balance 0.00 0 0.00
3 IN30154918652179 LTD Opening Balance M3 INVESTMENT PRIVATE LIMITED 1061266 4.35 1061266 4.35
30/03/2019 Closing Balance 0.00 1061266 4.35
4 IN30002011547235 EMW Opening Balance AGRO TECH ESOP TRUST 1008953 4.14 1008953 4.14
04/05/2018 Sale 2775 0.01 1006178 4.13
11/05/2018 Sale 1024 0.00 1005154 4.12
18/05/2018 Sale 1000 0.00 1004154 4.12
15/06/2018 Sale 2000 0.01 1002154 4.11
07/09/2018 Sale 10000 0.04 992154 4.07
28/09/2018 Sale 5000 0.02 987154 4.05
02/11/2018 Sale 35500 0.15 951654 3.91
23/11/2018 Sale 9734 0.04 941920 3.87
21/12/2018 Sale 27000 0.11 914920 3.75
28/12/2018 Sale 18000 0.07 896920 3.68
01/02/2019 Sale 5000 0.02 891920 3.66
01/03/2019 Sale 15000 0.06 876920 3.60
08/03/2019 Sale 10000 0.04 866920 3.56
15/03/2019 Sale 5000 0.02 861920 3.54
29/03/2019 Sale 2000 0.01 859920 3.53
30/03/2019 Closing Balance 0.00 859920 3.53
5 IN30016710081207 MUT Opening Balance RELIANCE CAPITAL TRUSTEE CO. LTD-A/C RELIANCESMALL 878241 3.60 878241 3.60
39
06/04/2018 Sale 157705 0.65 720536 2.96
13/04/2018 Sale 640752 2.63 79784 0.33
20/04/2018 Sale 79784 0.33 0 0.00
30/03/2019 Closing Balance 0.00 0 0.00
6 IN30036020014183 PUB Opening Balance JHUNJHUNWALA RAKESH RADHESHYAM 817700 3.36 817700 3.36
30/03/2019 Closing Balance 0.00 817700 3.36
7 IN30014210712060 FPI Opening Balance PARI WASHINGTON INDIA MASTER FUND, LTD. 810166 3.32 810166 3.32
18/05/2018 Purchase 100000 0.41 910166 3.73
25/05/2018 Purchase 100000 0.41 1010166 4.15
13/07/2018 Purchase 181887 0.75 1192053 4.89
02/11/2018 Purchase 423272 1.74 1615325 6.63
30/03/2019 Closing Balance 0.00 1615325 6.63
8 IN30036020014601 PUB Opening Balance JHUNJHUNWALA REKHA RAKESH 424559 1.74 424559 1.74
22/02/2019 Sale 25000 0.10 399559 1.64
30/03/2019 Closing Balance 0.00 399559 1.64
9 IN30415810018140 PUB Opening Balance RAKESH JHUNJHUNWALA 400000 1.64 400000 1.64
30/03/2019 Closing Balance 0.00 400000 1.64
10 IN30016710059939 FPI Opening Balance EAST SAIL 381887 1.57 381887 1.57
18/05/2018 Sale 100000 0.41 281887 1.16
25/05/2018 Sale 100000 0.41 181887 0.75
13/07/2018 Sale 181887 0.75 0 0.00
30/03/2019 Closing Balance 0.00 0 0.00
11 IN30016710063503 FPI Opening Balance SAMSUNG INDIA SECURITIES MASTER INVESTMENT TRUST E 200000 0.82 200000 0.82
30/03/2019 Closing Balance 0.00 200000 0.82
REPORT ON CORPORATE GOVERNANCE

As per regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule V of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Directors present the Company’s Report on Corporate Governance
for the year ended 31st March, 2019
1. COMPANY’S PHILOSOPHY
AGRO TECH FOODS LIMITED AIMS TO -
• Be among the Best Performing Most Respected Foods Company in India.
• Offer superior value to customers by meeting their specific food preferences with relevant and tailored
quality products and services, delivered at competitive prices, using world-class systems and processes.
• In so far as compliance with the requirement of Chapter IV of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Indian Stock Exchanges is concerned, the Company is in
compliance with the norms and disclosures that have to be made on Corporate Governance.
2. COMPLIANCE WITH MANDATORY REQUIREMENTS
I. BOARD OF DIRECTORS
A) Composition and category of the Board
The composition of the Board of Directors of the Company is in conformity with the Code of Corporate Governance
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Board of Directors
and their Directorships/ Memberships in Board/ Board Committees respectively, of other Companies (excluding
Agro Tech Foods Limited, Private Limited Companies, Foreign Companies and Other Directorships) are as under:
Sl. Name of Director Relationship No. of Directorship Committee

Category of with Other in other Companies# Memberships^
No. Director Directors Chairman Member Chairman Member
Non-Executive
1. Ms. Denise Lynn Dahl Non-Executive None - - - -
2. Ms. Jill Ann Rahman Chairperson & None - - - -
Non-Executive
3. Mr. Hendrik Gerhardus Myburgh * Non-Executive None - - - -
4. Lt. Gen. D.B. Singh Independent None - - - -
5. Mr. Sanjaya Kulkarni Independent None 1 3 1 2
6. Mr. Arun Bewoor Independent None 1 2 1 2
7. Mr. Narendra Ambwani Independent None - 4 - 4
8. Ms. Veena Vishindas Gidwani Independent None - - - -
Executive
9. Mr. Sachin Gopal Executive None - - - -
* Mr. Hendrik Gerhardus Myburgh has resigned as Director on 6th December, 2018.
# Other directorships exclude private limited companies, foreign companies and companies under section 8 of
the Companies Act, 2013.
^ Only membership in Audit Committee and Stakeholders' Relationship Committee have been reckoned for other
committee memberships.
None of the Independent Directors have any pecuniary relationship or transactions with the Company, its promoters,
its Senior Management or its subsidiaries which in the judgment of Board may affect the independence of the
Director except receiving sitting fees for attending Board/ Committee Meetings and Commission from the Company.
B) Non-Executive Directors’ compensation and disclosures
All fees paid to Non-Executive Directors including Independent Directors are fixed by the Board of Directors based
on the recommendation of the Nomination and Remuneration Committee. The Company has no Employee Stock
Option Scheme for Non-Executive Directors and hence, no stock options are granted to Non-Executive Directors,
including Independent Directors.
None of the Directors are related to each other, the Key Managerial Personnel or their relatives. Also, none of the
Non-Executive Directors, except Ms. Veena Vishindas Gidwani who holds 500 shares, hold any shares or convertible
40
instruments in the Company.

The details of the methodology adopted by the Company for familiarizing the Independent Directors with the
business and operations of the Company is uploaded on the website and can be accessed on http://
www.atfoods.com/investor-relations/other-information.html.
C) Other provisions as to Board and Committees
i) Number of Board Meetings held in Financial Year 2018-19 with dates and attendance of Directors:
Four Board Meetings were held during the Financial Year 2018-2019. They were held on 25th April, 2018, 26th July,
2018, 24th October, 2018 and 22nd January, 2019.
The attendance record of each Director was as under:
No. of Board No. of Board Meetings Attendance of

Sl.No. Name of Director
Meetings held attended last AGM
1. Lt. Gen. D.B. Singh 4 4 Yes
2. Mr. Sanjaya Kulkarni 4 3 Yes
3. Mr. Arun Bewoor 4 4 Yes
4. Mr. Narendra Ambwani 4 4 Yes
5. Ms. Veena Vishindas Gidwani 4 4 Yes
6. Ms. Denise Lynn Dahl 4 4 Yes
7. Ms. Jill Ann Rahman 4 4 Yes
8. Mr. Hendrik Gerhardus Myburgh * 4 1 Yes
9. Mr. Sachin Gopal 4 4 Yes
(AGM - Annual General Meeting)
* Mr. Hendrik Gerhardus Myburgh has resigned as Director on 6th December, 2018.
ii) Information to be made available to the Board • Transactions that involve substantial payment
Among others this includes: towards goodwill, brand equity or intellectual
• Review of annual operating plans of business, property.
capital budgets and updates. • Significant labour problems and their proposed
• Quarterly results of the Company and its solutions.
operating divisions or business segments. • Significant development on human resources
• Minutes of Meeting of Audit Committee and and industrial relations fronts.
other Committees of the Board. • Sale of material nature of investments,
• Information on recruitment and remuneration of subsidiaries, assets, which is not in the normal
senior officers just below the Board level including course of business.
appointment or removal of Chief Financial • Quarterly details of foreign exchange exposure
Officer and the Company Secretary. and the steps taken by Management to limit the
• Materially important show cause, demand, risks of adverse exchange rate movement and
prosecution and penalty notices. non-compliance of any regulatory or statutory
• Fatal or serious accidents or dangerous provision or listing requirements as well as
occurrences. shareholder services such as non-payment of
dividend and delays in share transfer.
• Any materially significant effluent or pollution
problems. The Board of the Company is/will be routinely
presented with all information under the above
• Any materially relevant default in financial
heads whenever applicable and materially
obligations to and by the Company or substantial
significant. These are/will be submitted either as
non-payment for goods sold by the Company.
part of the agenda papers well in advance of
• Any issue which involves possible public or the Board Meetings or are/will be tabled during
product liability claims of a substantial nature the course of the Board Meetings with the
including any judgment or order which may approval of the Chairman.
have passed strictures on the conduct of the
iii) Secretarial Standards relating to Meetings:
Company or taken an adverse view regarding
another enterprise that can have negative The Institute of Company Secretaries of India
implications on the Company. (ICSI) has established Secretarial Standards
relating to the Meetings of the Board and
• Details of any joint venture or collaboration
Committees thereof, Annual General Meetings,
agreement.
41
Dividends, Registers & Records, Minutes and Independent Directors) of the Companies Act,
Transmission of Shares & Debentures, etc., of 2013. During the said meeting, the Independent
these, the Secretarial Standards on Meetings of Directors reviewed the performance of non-
the Board of Directors and the General Meetings executive Director, including the Chairman and
have been made mandatory with effect from the Board as a whole.
1st July, 2015 and their revised version have been They also assessed the quality, quantity and
made effective from 1st October, 2017. Agro Tech timeliness of flow of information between the
Foods Limited complies with the mandatory company management and the Board that is
Standards fully. necessary for the Board to effectively and
iv) All the Directors have informed the Company reasonably perform its duties and found them
about their Directorship and Committee’s to be satisfactory.
membership in other listed and unlisted public vi) The Board affirms its opinion that the
limited companies and have notified changes independent directors fulfill the conditions
from time to time. As at the year end, none of specified in SEBI (Listing Obligations and
the Directors is a Member of more than ten Disclosure Requirements) Regulations, 2015 as
Board-level Committees or a Chairman of more amended, and are independent of the
than five such Committees, as required under management.
Chapter IV of the SEBI (Listing Obligations and D) Code of Conduct
Disclosure Requirements) Regulations, 2015. Also, A revised Code of Conduct which has been
none of the Independent Directors are serving approved by the Board of Directors on 17th April,
as such in more than seven listed entities. 2015 that has been communicated to all Board
v) Independent Directors' Meeting Members and Employees of the Company and
During the year, the Independent Directors met also posted on Corporate Governance link of
on 22nd January, 2019 without the presence of the Company’s web site, www.atfoods.com. As
non-independent directors and members of required under Chapter IV of the SEBI (Listing
management inter alia to review their role, Obligations and Disclosure Requirements)
functions and duties. They further reviewed the Regulations, 2015, all Board Members and Senior
guidelines of professional conduct as Management Personnel have affirmed
enumerated in Schedule IV (Code for compliance with the Code of Conduct.
Certificate of Compliance with the Code of Conduct for Board Members and Senior Management Personnel
To
The Members of
Agro Tech Foods Limited.
I, Sachin Gopal, Managing Director & CEO of the Company, hereby certify that the Board Members and Senior
Management Personnel have affirmed compliance with the Code of Conduct for the year ended 31st March,
2019.
For Agro Tech Foods Limited
Sachin Gopal
Date: 24th April, 2019 Managing Director & CEO
42
E) Matrix setting out the core skills/expertise/competence of the Board of Directors of the Company
S. Name of the Core skills/expertise/ Educational &

No. Director competencies Professional Qualifications
1. Jill Ann Rahman Progressive Brand Building MBA in Marketing
& P&L Leadership
2. Denise Lynn Dahl Transforming Financial Business CPA
& Developing Control Processes
3. Lt. Gen. D.b. Singh Strategic Leadership & B Tech
People Development
4.. Sanjaya Kulkarni Fiduciary Understanding & IIT, Mumbai
Risk Management
5. Arun Bewoor Operational Leadership & Honors Degree in Physics
People Development and Mathematics
6. Narendra Ambwani Brand Building & IIT Kanpur and Post
Strategic Leadership Graduate Diploma in Business
Administration – IIM Ahmedabad
7. Veena Vishindas Media & Social Environment Management Graduate
Gidwani in Marketing
8. Sachin Gopal Strategic & Operational Leadership MBA from IIM Ahmedabad
F) Whistle Blower Policy

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17th October,
2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith,
to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or
improper practices (not necessarily a violation of law) in the Company and to secure those employees from
unfair termination and unfair prejudicial employment practices.
The Whistle Blower Policy has been communicated to all Board Members and Employees of the Company and
also posted under Investor Relations (Corporate Governance) link of the Company’s web site, www.atfoods.com
as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. http://
www.atfoods.com/templates/home_tpl/pdf/other_info/ATFL_WB%20Policy%20final.pdf
The Company affirms that it has not denied any personnel access to the Audit Committee of the Company (in
respect of matters involving alleged misconduct) and it will provide protection to “whistle blowers” from unfair
termination and other unfair prejudicial employment practices.
43
II. AUDIT COMMITTEE • secure attendance of outsiders with relevant

A) Composition: expertise wherever it considers necessary
The Company’s Audit Committee presently C) Role of the Audit Committee
comprises of six directors, all except one (Ms. The role of the audit committee is in line with the
Denise Lynn Dahl) are non-executive and role of the audit committee and the information
Independent Directors. This is in compliance with to be reviewed by the audit committee as
Chapter IV of the SEBI (Listing Obligations and specified in Part C of Schedule II of the SEBI (Listing
Disclosure Requirements) Regulations 2015. Lt. Obligations and Disclosure Requirements)
Gen. D.B. Singh, an Independent Director, is the Regulations, 2015.
Chairman of the Committee while Mr. Sanjaya (1) oversight of the listed entity’s financial reporting
Kulkarni, Mr. Narendra Ambwani, Mr. Arun process and the disclosure of its financial
Bewoor, Ms. Denise Lynn Dahl and Ms. Veena information to ensure that the financial
Vishindas Gidwani are its Members. The statement is correct, sufficient and credible;
Managing Director & CEO, Chief Financial
Officer, the Internal Auditors and the Statutory (2) recommendation for appointment,
Auditors attend the Meetings by invitation. Ms. remuneration and terms of appointment of
Jyoti Chawla, Company Secretary acts as auditors of the listed entity;
Secretary to the Committee. (3) approval of payment to statutory auditors for any
The Committee met 4 times during the year 2018- other services rendered by the statutory
2019 on 25 th April, 2018, 25 th July, 2018, 24 th auditors;
October, 2018 and 22nd January, 2019. (4) reviewing, with the management, the annual
The attendance record of each Director was as under: financial statements and auditor's report thereon
before submission to the board for approval, with
No. of No. of particular reference to:
Sl. Name of Director Meetings Meetings
No. (a) matters required to be included in the
held attended
director’s responsibility statement to be
1. Lt. Gen. D.B. Singh 4 4 included in the board’s report in terms of
2. Mr. Sanjaya Kulkarni 4 3 clause (c) of sub-section (3) of Section 134
3. Mr. Arun Bewoor 4 4 of the Companies Act, 2013;
4. Mr. Narendra Ambwani 4 4
(b) changes, if any, in accounting policies and
5. Ms. VeenaVishindasGidwani 4 4
practices and reasons for the same;
6. Ms. Denise Lynn Dahl 4 4
(c) major accounting entries involving estimates
Permanent Invitees based on the exercise of judgment by
Mr. Sachin Gopal, Managing Director & CEO and Mr. management;
Arijit Datta, Chief Financial Officer are permanent (d) significant adjustments made in the financial
Invitees. statements arising out of audit findings;
The representatives of the statutory auditors and (e) compliance with listing and other legal
internal auditors are also the permanent invitees and requirements relating to financial statements;
they have attended all the meetings held during the (f) disclosure of any related party transactions;
year. (g) modified opinion(s) in the draft audit report;
B) Powers of Audit Committee (5) reviewing, with the management, the quarterly
The primary objective of Audit Committee is to financial statements before submission to the
monitor and provide effective supervision of the board for approval;
management’s financial reporting process with (6) reviewing, with the management, the statement
a view to ensure accurate, timely and proper of uses / application of funds raised through an
disclosures and transparency, integrity and issue (public issue, rights issue, preferential issue,
quality of financial reporting. The Audit etc.), the statement of funds utilized for purposes
Committee has powers to: other than those stated in the offer document /
• Investigate any activity within its terms of prospectus / notice and the report submitted by
reference the monitoring agency monitoring the utilisation
of proceeds of a public or rights issue, and
• Seek information from any employee
making appropriate recommendations to the
• Obtain outside legal or other professional advice board to take up steps in this matter;
and
(7) reviewing and monitoring the auditor’s
44
independence and per formance, and The audit committee shall mandatorily review the
effectiveness of audit process; following information:
(8) approval or any subsequent modification of (1) management discussion and analysis of financial
transactions of the listed entity with related condition and results of operations;
parties;
(2) statement of significant related party
(9) scrutiny of inter-corporate loans and investments; transactions (as defined by the audit
(10) valuation of undertakings or assets of the listed committee), submitted by management;
entity, wherever it is necessary; (3) management letters / letters of internal control
(11) evaluation of internal financial controls and risk weaknesses issued by the statutory auditors;
management systems; (4) internal audit reports relating to internal control
(12) reviewing, with the management, performance weaknesses;
of statutory and internal auditors, adequacy of (5) the appointment, removal and terms of
the internal control systems; remuneration of the chief internal auditor shall
(13) reviewing the adequacy of internal audit be subject to review by the audit committee;
function, if any, including the structure of the and
internal audit department, staffing and seniority (6) statement of deviations:
of the official heading the department, reporting
(a) quarterly statement of deviation(s) including
structure coverage and frequency of internal
report of monitoring agency, if applicable,
audit;
submitted to stock exchange(s) in terms of
(14) discussion with internal auditors of any significant Regulation 32(1).
findings and follow up there on;
(b) annual statement of funds utilized for purposes
(15) reviewing the findings of any internal other than those stated in the offer document/
investigations by the internal auditors into matters prospectus/notice in terms of Regulation 32(7).
where there is suspected fraud or irregularity or
D) Remuneration of Directors
a failure of internal control systems of a material
nature and reporting the matter to the board; Nomination and Remuneration Committee
(16) discussion with statutory auditors before the audit The Nomination and Remuneration Committee has
commences, about the nature and scope of been constituted to identify persons who are qualified
audit as well as post-audit discussion to ascertain to become directors and who may be appointed in
any area of concern; senior management in accordance with the criteria
laid down, recommend to the Board their
(17) to look into the reasons for substantial defaults
appointment and removal and shall carry out
in the payment to the depositors, debenture
evaluation of every Director’s performance. It shall
holders, shareholders (in case of non-payment
also formulate the criteria for determining
of declared dividends) and creditors;
qualifications, positive attributes and independence
(18) to review the functioning of the whistle blower of a Director and recommend to the Board a policy,
mechanism; relating to the remuneration for the directors, key
(19) approval of appointment of chief financial managerial personnel and other employees. The
officer after assessing the qualifications, terms of reference and performance evaluation
experience and background, etc. of the criteria for independent directors is mentioned
candidate; elsewhere in the Annual Report.
(20) Carrying out any other function as is mentioned Composition:
in the terms of reference of the audit committee. The Company’s Nomination and Remuneration
(21) reviewing the utilization of loans and/ or Committee presently comprises of Seven directors,
advances from/investment by the holding majority being non-executive and Independent
company in the subsidiary exceeding rupees 100 Directors. Lt. Gen. D.B. Singh an Independent Director,
crore or 10% of the asset size of the subsidiary, is the current Chairman of the Committee while Ms.
whichever is lower including existing loans / Denise Lynn Dahl, Mr. Sanjaya Kulkarni, Mr. Narendra
advances / investments. Ambwani, Mr. Arun Bewoor, Ms. Veena Vishindas
Gidwani and Ms. Jill Ann Rahman are its Members.
45
No. of No. of 2. Discussion on ratings and management appraisal.

Sl. Name of Director
No. Meetings Meetings Remuneration policy
held attended
Managing Director & CEO Mr. Sachin Gopal is paid
1. Lt. Gen. D.B. Singh 1 1
remuneration as per the terms approved by the
2. Mr. Sanjaya Kulkarni 1 1 Nomination and Remuneration Committee, the Board
3. Mr. Arun Bewoor 1 1 of Directors of the Company, the Shareholders of the
4. Mr. Narendra Ambwani 1 1 Company and the Central Government's approval
5. Ms. Veena Vishindas Gidwani 1 1 vide its letter dated 3rd August, 2017. The remuneration
of Managing Director & CEO comprises of salary,
6. Ms. Denise Lynn Dahl 1 1 perquisites and allowances, contributions to Provident
7. Ms. Jill Ann Rahman 1 1 Fund and Superannuation. Further, Managing Director
8. Mr. Hendrik Gerhardus Myburgh* 1 0 & CEO is entitled to performance incentive for each
financial year, as may be determined by the Board
* Mr. Hendrik Gerhardus Myburgh has resigned as on the recommendation of the Nomination and
Director on 6th December, 2018. Remuneration Committee. The Nomination and
The Nomination and Remuneration Committee Remuneration policy forms part of the Directors’
Meetings was held once during the year 2018-19 on Report as an Annexure.
25th April, 2018 to consider the Remuneration paid to Managing Director & CEO for
1. Evaluation of Board and their Committees thereof the year ended 31st March, 2019:
etc.
(in `)
Sitting Salary Contribution to Other
Fees (Incl. & PF and other perquisites and
Name of the Director Total
Committee Meetings) Bonus funds allowances
Mr. Sachin Gopal Nil 15,544,117 1,480,934 10,492,415 27,517,466
Note : Remuneration as given above does not in- the Shareholders of the Company, which covers the
clude long-term compensated absences benefit terms and conditions of such appointment.
accrued and gratuity benefit accrued since the
Board Evaluation
same are computed based on actuarial valuation
for all employees and the amounts attributable to One of the key functions of the Board is to monitor
Managing Director cannot be ascertained sepa- and review the Board evaluation framework. The
rately. Board works with the Nomination and Remuneration
Committee to lay down the evaluation criteria for the
Criteria for making payments to Non-Executive
performance of the Chairman, the Board, Board
Directors
committees, and executive / non-executive /
Non-Executive Directors of the Company are entitled independent directors through a peer evaluation,
to remuneration by way of commission for each excluding the director being evaluated. The
financial year, up to a maximum of ` 3,90,000/- performance evaluation of independent directors is
individually, as approved by the Shareholders. done by the entire Board of Directors (excluding the
Payment of commission is determined inter alia, on director being evaluated). On the basis of the report
the basis of the Company’s per formance and of performance evaluation, it shall be determined
regulatory provisions. whether to extend or continue the term of
The Company also pays sitting fees to its Non- appointment of the independent directors.
Executive Independent Directors as permitted by the The annual evaluation of the Board is done at three
provisions of the Companies Act, 2013 for attending levels as (i) Board as a whole; (ii) Committees of the
Meetings of the Board and other Committees of the Board and (iii) Individual Directors and Chairperson.
Board. The sitting fees for the meetings paid to the A detailed Questionnaire is circulated to all individual
Non-Executive Independent Directors are as under. directors. The Directors are evaluated on the basis of
Audit Committee ` 75,000/- the following performance evaluation criteria namely
Board Meeting ` 1,00,000/- Knowledge and Competency, Fulfillment of functions,
Ability to function as a team, Initiative, Availability and
Other Meetings ` 25,000/- attendance, Commitment, Contribution and Integrity.
The appointment of Executive Directors is governed The Additional criteria for Independent directors are
by Resolutions passed by the Board of Directors and
46
Independence, Independent views and judgment. The attendance record of members is as under:
III. SUBSIDIARY COMPANIES No. of No. of
Sl. Name of Director Meetings Meetings
The Company has three wholly owned subsidiaries, No.
held attended
Sundrop Foods India Private Limited, Agro Tech Foods
(Bangladesh) Private Limited and Sundrop Foods 1. Lt. Gen. D.B. Singh 1 1
Lanka (Private) Limited. During the year 2018-19, 2. Mr. Sanjaya Kulkarni 1 1
Sundrop Foods India Private Limited has continued to 3. Mr. Arun Bewoor 1 1
perform the role of aiding the expansion of distribution 4. Mr. Narendra Ambwani 1 1
and display of your products. This is a non-material 5. Ms. Veena Vishindas Gidwani 1 1
and unlisted Company. Agro Tech Foods 6. Mr. Sachin Gopal 1 1
(Bangladesh) Private Limited has been incorporated 7. Ms. Denise Lynn Dahl 1 1
on 8th April, 2012 and the Company has commenced 8. Ms. Jill Ann Rahman 1 1
its operations in December, 2017 and has 9. Mr. Hendrik Gerhardus Myburgh* 1 0
commenced production in FY18. This is an unlisted 10. Mr. Arijit Datta 1 1
Company. Sundrop Foods Lanka (Private) Limited has 11. Ms. Jyoti Chawla 1 1
been incorporated on 27 th January, 2015. The The Risk Management Committee Meeting was held
establishment of this subsidiary has enabled the during the year 2018-19 on 22nd January, 2019.
Company to build scale in Sri Lanka and benefit from
the economic growth of a neighboring emerging *Mr. Hendrik Gerhardus Myburgh has resigned as
market. This is an unlisted Company. The policy for Director on 6th December, 2018.
determining material subsidiaries is posted on the IV. DISCLOSURES
website of the Company http://www.atfoods.com/ a) Basis of related party transactions
pdf/policy_determining_material_subsidiary.pdf.
There have been no material significant related party
Board Disclosures – Risk Management transactions that may have potential conflict with the
The Company has formulated and adopted risk interest of the Company at large.
assessment and minimization framework which has The particulars of transactions between the Company
been adopted by the Board at the Board Meeting and its related parties (As specified in IndAS- 24
held on 1st May 2006, and on 17th October, 2014. The “Related Party Disclosures”), is set out in Notes to
Company has framed a Risk Management Policy and Accounts under serial number 38 forming part of the
testing in accordance with the laid down policy is standalone, IndAS Financial Statements. These
being carried out periodically. The Senior transactions are not likely to have any conflict with
Management has been having regular Meetings for the Company’s interests.
reassessing the risk environment and necessary steps
All details relating to financial and commercial
are being taken to effectively mitigate the identified
transactions where Directors may have a potential
risks. A Risk Management Committee also has been
interest are provided to the Board and interested
constituted, though not mandatory. The Company’s
Directors neither participate in the discussions, nor do
Risk Management Committee comprises of 8 directors,
they vote on such matters.
majority being Non Executive and Independent
Directors. Lt. Gen. D.B. Singh an Independent Director, The details of transactions with related parties are
is the Chairman of the Committee while, Ms. Denise placed before the Audit Committee and the
Lynn Dahl, Mr. Sanjaya Kulkarni, Mr. Narendra Committee has reviewed the same for the year ended
Ambwani, Mr. Arun Bewoor, Ms. Veena Vishindas 31st March, 2019.
Gidwani, Ms. Jill Ann Rahman, Mr. Sachin Gopal, Mr. The policy on dealing with related party transactions
Arijit Datta (CFO) and Ms. Jyoti Chawla (Company has been posted on the website of the Company and
Secretary) are its Members. can be found on http://www.atfoods.com/pdf/
policy_dealing_related_party_transactions.pdf
b) Disclosure of Accounting Treatment
The Company has complied with the appropriate
accounting policies and has ensured that they have
been applied consistently. There have been no
deviations from the treatment prescribed in the
Accounting Standards. The Management reviews the
accounting treatments adopted and wherever
deviations noted, will be presented in the Financial
47
Statements. A detailed report on significant Management affirmations that there has been no
accounting policies is provided elsewhere in the material, financial and commercial transactions
Annual Report. where they have personal interest that may have
(c) Disclosure on Website a potential conflict with the interests of the
Company at large.
Following information has been disseminated on the
website of the Company at www.atfoods.com e) Commodity Price Risk / Foreign Exchange Risk and
1. Details of business of the Company Hedging Activities
2. Terms and Conditions of appointment of Your Company has a robust framework and
Independent Directors governance mechanism in place to ensure that the
3. Composition of various Committees of Board of organization is adequately protected from the market
Directors volatility in terms of price and availability based on
4. Code of Conduct for Board of Directors and Senior procurement team’s monitoring and intelligence,
Management Personnel forecasts of commodity prices and movements. A
robust planning and strategy ensure the Company’s
5. Details of establishment of vigil mechanism /
interests are protected despite volatility in commodity
Whistle Blower Policy
prices.
6. Criteria of making payments to Non-Executive
Your Company has managed the foreign exchange
Directors
risk with appropriate hedging activities in accordance
7. Policy on dealing with Related Party Transactions with policies of the Company. The Company uses
8. Policy for determining ‘material subsidiaries’ forward exchange contracts to hedge against its
9. Details of familiarization programmes imparted to foreign currency exposures relating to the underlying
Independent Directors transactions and firm commitment. Foreign exchange
exposures are fully covered at inception except for
10. Policy for determination of materiality of events exposures which are open and no firm date of
11. Contact information of the Compliance Officer/ settlement is available. There are no materially
Nodal Officer of the Company who are uncovered exchange rate risks in the contexts of the
responsible for assisting and handling investor Company’s imports and exports. The Company does
grievances not enter into any derivative instruments for trading
12. Financial information including: or speculative purposes. The details of foreign
exchange exposures as on 31 st March, 2019 are
(i) notice of meeting of the board of directors disclosed in Note 44 in Notes to the standalone IndAS
where financial results were discussed; financial statements.
(ii) financial results, on conclusion of the meeting f) Shareholders Information
of the board of directors where the financial
results were approved; (i) The quarterly results are sent to the stock
exchange on which the Company is listed and
(iii) complete copy of the annual report including also displays the same on its own web-site.
balance sheet, profit and loss account,
directors report, corporate governance report (ii) Share Transfer Committee
etc; The present Members of the Committee are Company
13. Shareholding pattern Secretary and Compliance Officer of the Company,
and the General Manager of M/s. Karvy Fintech
14. Schedule of analyst or institutional investor meet Private Limited, the Registrars and Share Transfer
and presentations made by the Company Agents. Committee met 43 times during the year 2018-
15. Newspaper Publications Copies for items specified 2019. All the applications for share transfers received
in Regulation 47(1) of LODR Regulations during the year 2018-2019 have been approved.
16. Credit ratings obtained by the Company (iii) Stakeholders Relationship Committee (SRC)
17. Financial Statements of its subsidiaries The Stakeholders Relationship Committee presently
d) Management comprises of five Non-Executive Independent
Directors namely:
(i) The Management Discussion and Analysis Report
as part of Directors’ Report to the shareholders is • Lt. Gen.D.B. Singh (Chairman)
provided elsewhere in the Annual Report. • Mr. Sanjaya Kulkarni
st
(ii) For the year ended 31 March, 2019, your • Mr. Arun Bewoor
Company’s Board has obtained Senior
48
• Mr. Narendra Ambwani Nature of Communications

• Ms. Veena Vishindas Gidwani No. of % of
The terms of reference are Communi- Communi-
- to review and redress the Shareholders’ and cations cations
Investors’ Grievances and queries in relation to Non receipt of Dividend warrants 31 3.90
transfer of shares, non-receipt of Balance Sheets,
Transmission of shares 14 1.76
declaration of dividends, approval of sub-division,
consolidation, transmission, issue of duplicate Issue of duplicate share certificates 17 2.14
shares and general meetings etc. / indemnity Duplicates
- review of measures taken for effective exercise of Dematerialisation of shares - -
voting rights by shareholders. Others* 732 92.20
- review of adherence to the service standards Total 794 100.00
adopted by the Company in respect of various
services being rendered by the Registrar & Share * This includes the following
Transfer Agent. a) Change of address / updation of Telephone /
- review of the various measures and initiatives Mobile Number
taken by the Company for reducing the quantum b) Loss/Misplacement of share certificates
of unclaimed dividends and ensuring timely c) SEBI letter regarding non credit of demat shares
receipt of dividend warrants/annual reports/ d) Bank mandate
statutory notices by the shareholders of the e) Non-receipt of transfer/Split/Consolidation/
Company. Duplicate issue
The Committee met four times during the year 2018- f) Revalidation of Dividend Warrant/Correction
2019. All queries have been resolved to the satisfaction letter/ correction of Dividend Warrants
of the shareholders/investors. The Committee focuses g) Non-receipt of Annual Report
on the strengthening of investor relations. The status
h) Procedure for transmission/split/consolidation/
on compliances is reported to the Board as an
duplicates
agenda item.
i) Exchange of share certificates
Ms. Jyoti Chawla, Company Secretary has been
j) Signature updation/Specimen Sign updation, etc.
designated as the Compliance Officer with effect
k) IEPF 5 matters for claiming back the shares and
from 26th July, 2017.
unclaimed/unpaid dividend from IEPF Authority
Investor Communications:
g) Legal Proceedings
The Company received communications during the
There are some pending cases relating to disputes
financial year ended 31st March, 2019 and none of
over title to shares, in which the Company has been
the communications received were pending as on
made a party. These cases are however not material
that date.
in nature.
Received Redressed Pending h) Proceeds from public issues, rights issues,
Shareholders/Investors 788 788 - preferential issues etc
Stock Exchanges - - - During the year, your Company has not raised any
money through public issue, rights issue or preferential
Securities and Exchange - - - issues.
Board of India V. CEO/ CFO CERTIFICATION
Depositories - - - Mr. Sachin Gopal, Managing Director & CEO and Mr.
Arijit Datta, CFO have given CEO/CFO Certificate to
Court/Dept of Company 6 6 -
the Board. The Board noted the said CEO/CFO
Affairs/Custodians Certificate as per the format given under Part B of
Schedule II at its meeting held on 24th April, 2019.
Total 794 794 -
VI. REPORT ON CORPORATE GOVERNANCE
The Company has attended to the stakeholders/ Your Company complies with the requirements of
investors grievances/ correspondence generally Chapter IV of the SEBI (Listing Obligations and
within a period of 7 to 10 days except in cases where Disclosure Requirements) Regulations, 2015 which are
Constrained by disputes of legal impediments. in force.
49
As required by Chapter IV of the SEBI (Listing Special Resolution related to :

Obligations and Disclosure Requirements) Regulations, Year
2015, the Auditor’s Certificate is given as an annexure 2017-18 : There were 2 special resolutions passed
to this Report. by the Shareholders through postal ballot
3. COMPLIANCE WITH NON MANDATORY on 20th March 2019 and the details are
REQUIREMENTS given as below:
i) Chairperson of the Board 1. Approval for continuation of Directorship of Lt. Gen
The present Chairperson of the Board is a foreign D B Singh as Non-Executive Director who has
national and Non-Executive Director. The expenses in already attained the age of 75 years, from April 1,
connection with her official foreign travel to India are 2019 for the remaining period of his current tenure
paid by Conagra Brands Inc., where she is employed. i.e. till July, 2019.
ii) Shareholder rights 2. Approval for continuation of Directorship of Mr.
The quarterly, half-yearly and annual financial results Arun Bewoor as Non-Executive Director who has
of the Company are published in newspapers on an already attained the age of 75 years, from April 1,
all India basis and are also posted on the Company’s 2019 for the remaining period of his current tenure
website, www.atfoods.com . Significant events if any i.e. till July, 2019
are also posted on this website under the ‘Investor 2016-17 (i)
There are no Special Resolutions
relations’ section. The complete Annual Report is sent passed in the year 2017.
to every Shareholder of the Company. 2015-16 (i) Appointment of Mr. Sachin Gopal as
iii) Separate posts of Chairperson and Chief Executive Managing Director
Officer (ii) Payment of Commission of ` 3,90,000/
The Chairperson of the Company and Managing - individually to Non-Executive
Director & CEO are both different persons appointed Independent Directors for a period
in the Company to carry out individual responsibilities. not exceeding 5 years.
iv) Reporting of Internal Auditor 5. MEANS OF COMMUNICATION
The Internal Auditor reports directly to the Audit The Quarterly, Half-Yearly and Annual Results are
Committee based on the inputs provided by the generally published by the Company in Hyderabad
Management on their observations on a quarterly and Mumbai editions of the Business Standard /
basis. Financial Express and Nava Telangana / Mana
4. GENERAL BODY MEETINGS Telangana. The Half-Yearly reports are not sent to the
shareholders. The results are also being posted on the
Annual General Meetings Company’s website www.atfoods.com
The Annual General Meetings of the shareholders The audio recordings of the analyst calls and
of the Company for the last three years were held presentation made to analysts are also uploaded on
as under: the website of the Company. It also displays official
Year Venue Date Time news releases, wherever applicable. The Compliance
Report on Corporate Governance as per SEBI (LODR)
2017-18 Hotel Green Park, 7-1-25, Green 2 6 t h 10.00
Regulations, 2015 are filed electronically with National
Lands, Begumpet, Hyderabad- July, A.M.
Stock Exchange of India Limited & BSE Limited. There
500016 2018
have been no issues of non-compliance, penalties or
2016-17 The Manohar, Old Airport Exit 2 6 t h 10.00 strictures imposed on the Company by the Stock
Road, Begumpet, Hyderabad- July, A.M. Exchanges/SEBI/Statutory authority, on any matter
500016, Telangana 2017 relating to the capital markets, during the last three
2015-16 The Manohar, Old Airport Exit 2 7 t h 10.00 years.
Road, Begumpet, Hyderabad- July, A.M. Management Discussion and Analysis Report forms
500016, Telangana 2016 part of the Annual Report.
50
6. GENERAL SHAREHOLDER INFORMATION

A. Annual General Meeting
Date and Time : 17th July, 2019 at 10.00 A.M.
Venue Hotel Green Park, 7-1-25, Green Lands, Begumpet
Hyderabad - 500 016, Telangana, India
B. Financial Year 2019-20
First quarter results : July, 2019
Half yearly results : October, 2019
Third quarter results : January, 2020
Annual results : April, 2020
C. Dates of Book Closure : 10th July to 17th July, 2019 (both days inclusive)
D. Dividend payment date : within 30 days of the approval of the shareholders
at the ensuing AGM on 17th July 2019
E. Listing on Stock Exchanges : The Company’s equity shares are listed on BSE Limited (BSE), Pheroze
Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 and National
Stock Exchange of India Limited (NSE), Exchange Plaza, Bandra-
Kurla Complex, Bandra (E), Mumbai – 400 051. The listing fees for
the year 2018-19 has been paid to BSE and NSE.
F. Stock Code : Stock Exchange Code
BSE Scrip code 500215
Co. code 1311
NSE Scrip Code ATFL
Series EQ – Rolling
Settlement
G. Stock Price Data

Monthly High/Low quotation of shares traded on Bombay Stock Exchange Limited, (BSE) and National Stock
Exchange of India Limited (NSE) for 2018-2019 is given below:
Bombay Stock Exchange* National Stock Exchange* Total volumes

Year Month BSE & NSE
High ` Low ` Volumes High ` Low ` Volumes
(Nos)
(Nos) (Nos)
2018 April 820.00 633.90 185,020 819.00 631.00 574,619 759,639
2018 May 735.00 663.00 46,557 734.40 660.10 331,853 378,140
2018 June 769.00 607.50 53,921 767.70 609.30 225,343 279,264
2018 July 698.00 623.10 118,050 698.40 617.25 226,899 344,949
2018 August 664.00 601.00 19,029 659.50 596.00 241,570 260,599
2018 September 685.70 559.95 18,741 682.00 559.95 201,542 220,283
2018 October 584.90 451.00 94,502 572.95 459.00 200,735 295,237
2018 November 569.45 507.50 11,785 566.00 503.00 102,717 114,502
2018 December 625.00 532.80 24,753 630.00 523.00 157,802 182,555
2019 January 627.95 542.65 26,334 623.50 542.00 122,446 148,780
2019 February 592.60 535.30 11,904 595.95 537.60 113,152 125,056
2019 March 610.85 560.00 13,850 610.00 559.25 134,771 148,621
* Source : Website of BSE & NSE
51
H. Stock Performance
BSE Sensex Vs. ATFL Share price from April' 18 to March' 19*
*Source website of BSE

I. Registrars and Share Transfer Agents
The Company’s equity shares being in compulsory demat list are transferable through the depository system for
which the Company has established connectivity through M/s. Karvy Fintech Private Limited (Formerly known as
M/s Karvy Computershare Private Limited), Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad-500032 and they are the Registrars and Share Transfer Agents (Both Physical and
Depository).
J. Share Transfer System
The applications for transfer of shares received by the Company in physical form are processed and registered
within 20 days of receipt of the documents valid in all respects. After such processing, the duly transferred share
certificates shall be despatched to transferee who lodged the shares for transfer. Shares under objection are
returned within a week’s time. The Share Transfer Committee meets generally thrice in a month to consider the
transfer applications and other proposals. SEBI has amended the Regulations 40 of SEBI (LODR) Regulations and
pursuant to same, with effect from 1st April 2019 or any other subsequent date as may be notified, the Company
shall not process, except in case of transmission or transposition of securities, any request for effecting transfer of
securities unless the securities are held in the dematerialized form with a depository.
K. Shareholding Pattern
The distribution of shareholding as on 31st March, 2019 was as under:
Range No. of % of total No. of shares % of shareholding
Shareholders Shareholders held
1- 5000 14,535 91.96 1,389,764 5.70
5001-10000 760 4.81 568,841 2.33
10001-20000 266 1.68 397,926 1.63
20001-30000 74 0.47 187,586 0.77
30001-40000 37 0.23 134,206 0.55
40001-50000 23 0.15 107,266 0.44
50001-100000 47 0.30 329,037 1.36
100001 & Above 63 0.40 21,254,638 87.22
TOTAL 15,805 100.00 24,369,264 100.00
st
The categories of Shareholding as on 31 March, 2019 was as under:
S. No. Category No. of Shares held % of shareholding
1. Promoter (CAG – Tech (Mauritius) Limited) 12,616,619 51.77
2. Non-resident individuals/FIIs/OCBs 2,260,160 9.27
3. Bank/Financial Institutions,
Insurance Companies and Mutual Funds 783,661 3.22
4. Directors and their relatives 46,172 0.19
5. Other Bodies Corporates 2,351,839 9.65
6. General Public 6,310,813 25.90
Total 24,369,264 100.00
52
Outstanding GDRs/ADRs/Warrants or
any convertible instruments, conversion
date and likely impact on equity : Not Applicable
L. Dematerialisation of Shares
The equity shares of the Company which are in compulsory demat list with effect from 26th June, 2000 are available
for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). The International Securities Identification Number allotted to the Company’s equity shares is INE209A01019.
As on date, a total of 24,143,045 equity shares forming 99.07% of the total paid up equity share of 24,369,264 stands
dematerialised. All requests for dematerialisation of shares are processed within the time frame of 1–4 days time.
M. Plant Locations
Gujarat : Plot No. 902/2, GIDC, Jhagadia, 393 110, Dist. Bharuch, Gujarat
Telangana : Plot No. 50, Nandigaon Village, Shadnagar Mandal, Kothur , T.S.509 210
Uttar Pradesh : Akrampur Industrial Area, Near T V Tower, Akrampur, Unnao, U.P.209801
Assam : Vill-Ramhari, Mangaldai, Distt-Darrang, Assam 784125
Uttarakhand : Khasara No-66/1, Bajpur Road, Narain Nagar Industrial Area, dist-U.S. Nagar, Kashipur
N. Address for correspondence
The addresses for correspondence are as under:
For both physical Karvy Fintech Private Limited
and electronic form Karvy Selenium Tower B, Plot 31-32, Gachibowli
Financial District, Nanakramguda, Hyderabad-500032
Phone:-040-67161606, Fax:-040-23001153,
Email: - [email protected]
For any other matter In addition to our Registrar, shareholders can
and unresolved contact the Registered Office of the Company
Complaints and contact person's details are given below:
Jyoti Chawla, Company Secretary,
31, Sarojini Devi Road, Secunderabad – 500 003.
Phone: 040-66650240, Fax : 040-27800947,
Email:[email protected]
O. The Company has obtained the credit rating from CRISIL on the Bank Facilities and Commercial Paper of the
Company during the year.
P. As required under Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time, the Certificate from a Company Secretary in practice that none of the
directors on the Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Board / Ministry of Corporate Affairs or any such statutory authority is given as
an Annexure to this Report.
Q. The Company and its subsidiary i.e. Sundrop Foods India Private Limited have paid, on a consolidated basis,
the total fees of ` 7.42 millions to its statutory auditors i.e. B S R & Associates LLP and all entities in the network
firm/network entity, for all the services performed during the year.
R. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
a. number of complaints filed during the financial year - Nil
b. number of complaints disposed off during the financial year - NA
c. number of complaints pending as on end of the financial year- Nil
53
ANNEXURE
PARTICULARS OF DIRECTORSHIPS OF OTHER COMPANIES INCLUDING FOREIGN COMPANIES
AND MEMBERSHIPS OF OTHER COMMITTEES
Sl. Name of the Other Directorships Other Committee Membership
No. Director Name of the Company Type of Company Position Committee Position
Non-Executive
Directors
1 Ms. Jill Ann Verde Valle, Mexico Foreign Director - -
Rahman Company
2 Ms. Denise Verde Valle, Mexico Foreign Director - -
Lynn Dahl Company
3 Mr. Hendrik * - - - -
Gerhardus
Myburgh
4 Lt. Gen. - - -
D.B. Singh
5. Mr. Sanjaya TPL Plastech Limited Listed Chairman Audit Committee Chairman
Kulkarni Nomination and Chairman
Remuneration
Time Technoplast Limited Listed Director Audit Committee Member
Nomination and Member
Remuneration
Aspire Home Finance Unlisted Director Audit Committee Member
Corporation Limited Investor Member
Grievance
Nomination and Chairman
Remuneration
Supreme Treon Private Unlisted Director - -
Limited
Indian Direct Equity Unlisted Director - -
Advisors Pvt. Ltd
NED Energy Ltd Unlisted Director - -
6. Mr. Arun BASF India Limited Listed Director Audit Committee Member
Bewoor CSR Committee Member
Stakeholders Member
Relationship
Jasmine Concrete Listed / Chairman Audit Committee Chairman
Exports Pvt. Ltd Unlisted
Remuneration
CSR Committee Member
Underwater Services Listed / Chairman Audit Committee Chairman
Company Limited Unlisted
Remuneration
Eternis Fine Chemicals Listed / Director Audit Committee Member
Limited (Formerly Unlisted Nomination and Member
Hindustan Polyamides Remuneration
and Fibres Limited CSR Committee Member
54
Sl. Name of the Other Directorships Other Committee Membership

No. Director Name of the Company Type of Position Committee Position
Company
7. Mr. Narendra Godrej Consumer Listed Director Audit Committee Member
Ambwani Products Limited Nomination and Chairman
Remuneration
RPG Life Sciences Ltd. Listed Director Stakeholders Member
Relationship
Parag Milk Foods Limited Listed Director CSR Committee Member
Audit Committee Member
UTV Software Unlisted Director Audit Committee Member
Communications Limited Nomination and Member
Remuneration
Zeus Career & Unlisted Director & - -
Performance Coach Chairman
Pvt Ltd.
#Fino Payment Bank Unlisted Director Nomination and Member
Limited Remuneration
Information Member
Technology
Asset Liability Chairman
Management
8 Ms. Veena - - - - -
Gidwani
Executive Director
9. Mr. Sachin - - - - -
Gopal
* Mr. Hendrik Gerhardus Myburgh has resigned as Director with effect from 6th December, 2018.
# Mr. Narendra Ambwani has resigned as Director of Fino Payment Bank Limited on 15th November, 2018.
55
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members of
31, Sarojini Devi Road, Secunderabad – 500 003
I, B V Saravana Kumar, Company Secretary in Practice, Partner of Tumuluru& Company have examined the relevant
registers, records, forms, returns and disclosures received from the Directors of Agro Tech Foods Limited having CIN
L15142TG1986PLC006957and having registered office at 31, Sarojini Devi Road, Secunderabad – 500 003, Telangana
India(hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
In my/our opinion and to the best of my/our information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to me / us by the Company & its officers, I/We hereby certify that none of the Directors on the Board of
the Company as stated below for the Financial Year ending on 31st March, 2019 have been debarred or disqualified
from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs,or any such other Statutory Authority.
Sl. No. DIN Name of the Director Designation
1. 07693684 Jill Ann Rahman Non-Executive Chairman
2. 07583110 Denise Lynn Dahl Non- Executive Director
3. 07439079 Sachin Gopal Managing Director and CEO
4. 00239637 Dharam Bir Singh Independent Director
5. 00024276 Arun Madhav Bewoor Independent Director
6. 00102575 Sanjay Shrikrishna Kulkarni Independent Director
7. 00236658 Narendra Kumar Anand Ambwani Independent Director
8. 06890544 Veena Vishindas Gidwani Independent Director
for Tumuluru & Company

Company Secretaries
B V Saravana Kumar
Partner
ACS No. 26944
C. P. No. 11727
Place : Hyderabad
Date : 24th April, 2019
56
INDEPENDENT AUDITOR’S CERTIFICATE ON THE CORPORATE GOVERNANCE REPORT FOR THE PERIOD
To
01 APRIL 2018 TO 31 MARCH 2019
The Members of Agro Tech Foods Limited
1 This Certificate is issued in accordance with the terms of our engagement letter dated 19 November 2018.
2 Agro Tech Foods Limited (‘the Company’) requires Independent Auditor’s Certificate on Corporate Governance
as per the Regulations 17-27, Clauses (b) to (i) of Regulation 46(2) and Paragraphs C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’) for the period 1 April 2018 to 31 March 2019.
Management responsibility
3 The preparation of the Corporate Governance Report is the responsibility of the Management of the Company
along with the maintenance of all its relevant supporting records and documents. The Management is also
responsible for ensuring that the Company complies with the requirements Regulation 17-27, Clauses (b) to (i) of
Regulations 46(2) and Paragraphs C, D and E of Schedule V of the Listing Regulations for the period 1 April 2018 to
31 March 2019. This responsibility includes the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the Corporate Governance report and applying an appropriate basis of
preparation.
Auditor’s Responsibility
4 Pursuant to the requirements of the Listing Regulations, our responsibility is to certify whether the Company has
complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the period 1 April
2018 to 31 March 2019.
5 We have examined the compliance of the conditions of Corporate Governance by the Company for the
period 1 April 2018 to 31 March 2019 as per Regulations 17-27, Clauses (b) to (i) of Regulation 46(2) and Paragraphs
C, D and E of Schedule V of the Listing Regulations. Our examination was limited to procedures and implementation
thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance.
It is neither an audit nor an expression of opinion on the Standalone financial statements of the Company.
6 We conducted our examination in accordance with the ‘Guidance Note on Audit Reports and Certificates
issued for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India. The Guidance
Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered
Accountants of India.
7 We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance
and Related Services Engagements.
Conclusion
8 In our opinion and to the best of our information and according to the explanations given to us and
representations made by the Management, we certify that the Company has complied with the conditions of
Corporate Governance as specified in Regulations 17 to 27, Clauses (b) to (i) of Regulation 46(2) and paragraphs
C, D and E of the Schedule V of the Listing Regulations, as applicable.
9 We state that such compliance is neither an assurance as to the future viability of the Company nor as to the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Restrictions on Use
This Certificate is issued solely for the purpose of complying with Regulations 17-27, Clauses (b) to (i) of Regulation
46(2) and paragraphs C, D and E of Schedule V of the Listing Regulations for the period 1 April 2018 to 31 March
2019 and may not be suitable for any other purpose. Accordingly, we do not accept or assume any liability or duty
of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
for B S R & Associates LLP
ICAI Firm Registration No. : 116231W/W-100024
Vikash Somani
Partner
Place: Gurugram
Membership No. : 061272
Date: 24 April 2019 ICAI UDIN: 19061272AAAAAA6277
57
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF AGRO TECH FOODS LIMITED

Report on the Audit of the Standalone Financial Basis for Opinion
Statements
We conducted our audit in accordance with the
Opinion Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs
We have audited the standalone financial statements
are further described in the Auditor’s Responsibilities
of Agro Tech Foods Limited (“the Company”), which
for the Audit of the Standalone Financial Statements
comprise the standalone balance sheet as at 31
section of our report. We are independent of the
March 2019, and the standalone statement of profit
Company in accordance with the Code of Ethics
and loss (including other comprehensive income),
issued by the Institute of Chartered Accountants of
standalone statement of changes in equity and
India together with the ethical requirements that are
standalone statement of cash flows for the year then
relevant to our audit of the standalone financial
ended, and notes to the standalone financial
statements under the provisions of the Act and the
statements, including a summary of the significant
Rules thereunder, and we have fulfilled our other
accounting policies and other explanatory
ethical responsibilities in accordance with these
information.
requirements and the Code of Ethics. We believe that
In our opinion and to the best of our information and the audit evidence we have obtained is sufficient and
according to the explanations given to us, the appropriate to provide a basis for our opinion.
aforesaid standalone financial statements give the
Key Audit Matters
information required by the Companies Act, 2013
(“Act”) in the manner so required and give a true and Key audit matters are those matters that, in our
fair view in conformity with the accounting principles professional judgment, were of most significance in
generally accepted in India, of the state of affairs of our audit of the standalone financial statements of
the Company as at 31 March 2019, and profit and the current period. These matters were addressed in
other comprehensive income, changes in equity and the context of our audit of the standalone financial
its cash flows for the year ended on that date. statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.
Description of Key Audit Matters
Revenue Recognition
See note 3(g) and 22 to the standalone financial statements
The key audit matter How the matter was addressed in our audit
The principal products of the Company comprises In view of the significance of the matter we applied
food products which are mainly sold through the following audit procedures in this area, among
distributors, modern trade and direct sale channels others to obtain sufficient appropriate audit
amongst others. Revenue is recognised when the evidence:
customer obtains control of the goods, and is 1. We assessed the appropriateness of the revenue
measured net of trade discounts and volume recognition accounting policies, including those
rebates. relating to rebates and discounts, by comparing
We identified revenue recognition as a key audit with applicable accounting standards.
matter because there is a risk of revenue being 2. We evaluated the design of controls and
overstated due to fraud resulting from the pressure operating effectiveness of the relevant controls
management may feel to achieve performance with respect to revenue recognition and
targets at the year end. The Company focuses on accounting for sales incentive arrangements on
revenue as a key performance indicator, which selected transactions.
could create an incentive for revenue to be 3. We performed substantive testing by selecting
recognised before control has been transferred. samples of revenue transactions recorded during
the year by verifying the underlying documents.
4. We carried out analytical procedures on revenue
recognised during the year to identify unusual
variances.
58
INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS (continued)

5. We performed confirmation procedures on
selected customer balances at the balance
sheet date.
6. We tested, on a sample basis, specific revenue
transactions recorded before and after the
financial year end date to determine whether
the revenue had been recognised in the
appropriate financial period.
7. Tested year-end accruals for sales incentives from
the underlying documentation on a sample basis.
8. We tested manual journal entries posted to
revenue to identify unusual items.
Tax litigations – provisions and contingencies
See note 31 to the standalone financial statements
The Company is involved in several ongoing direct In view of the significance of the matter we applied
and indirect tax litigations in various states of India. the following audit procedures in this area, among
The Company recognises a provision when it has a others to obtain sufficient appropriate audit
present obligation (legal or constructive) as a result evidence:
of a past event, it is probable that an outflow of 1. We tested the effectiveness of controls around
resources embodying economic benefits will be the recording and assessment of tax provisions
required to settle the obligation and a reliable and contingent liabilities.
estimate can be made of the amount of the 2. We used our own local tax specialists to assess
obligation. the value of the provisions and contingent
A disclosure for contingent liabilities is made where liabilities in light of the nature of the exposures,
there is a possible obligation or a present obligation applicable regulations and related
that may probably not require an outflow of correspondences with the authorities.
resources. When there is a possible or a present 3. We assessed the relevant historical and recent
obligation where the likelihood of outflow of judgments passed by the court authorities as well
resources is remote, no provision or disclosure is made. as obtained formal confirmations from the
We have identified tax litigations, provisions and external counsel, where appropriate;
contingencies as a key audit matter because it 4. Discussed the open cases with the legal head of
requires the management to make judgements and the Company to assess the reasonableness of the
estimates in relation to the exposure arising out of provision or contingency; and
litigations. The key judgement lies in the estimation 5. Considered the adequacy of the Company’s
of provisions where they may differ from the future disclosures made in relation to taxation related
obligations. The Company operates under several provisions and contingencies in the financial
tax laws and some of these have a significant impact statements.
on the financial statements of the Company.
Impairment of investments in subsidiaries
The Company has significant investments in In view of the significance of the matter we applied
subsidiaries which are recorded at cost. the following audit procedures in this area, among
others to obtain sufficient appropriate audit
We considered impairment of investments in evidence:
subsidiaries as a key audit matter due to their 1. We tested the design of controls over the review
materiality in the context of the financial statements. of the impairment analysis for investments;
Further, management applies judgement in 2. We assessed management’s assessment of
indications of impairment for reasonableness;
59
evaluating whether indicators of impairment are 3. We assessed the management review control
present and if yes, in assessing the future over the cash flow forecasts including inspecting
per formance and prospects of the respective the internal and external factors taken into
subsidiary and in determining the appropriate consideration in preparing the forecasts.
discounting rate. 4. We assessed the assumptions used in the net cash
flow analysis and the discounting rate based on
our knowledge of the entity and the markets in
which the entity operates.
5. Assessed the reliability of cash flow forecasts
through a review of actual past performance
and comparison to previous forecasts.
6. We considered the adequacy of disclosures in
respect of the investment in subsidiaries in the
financial statements.
Accuracy of estimation from the fire accident at a factory in Unnao and related consequences:
On 04 November 2018, a fire broke out at one of the In view of the significance of the matter we applied
manufacturing facilities of the Company which the following audit procedures in this area, among
caused damage to the Company’s property, plant, others to obtain sufficient appropriate audit
equipment and inventory. evidence:
The Company was insured for fire incidents including 1. Inquired management about the losses incurred
property, plant and equipment, inventories and and recognised, and the status of the claims
business interruption and has applied for the claim. made to the insurance companies. We also
inspected the correspondences made to the
The recognition of the claim involves significant insurance company by the Company with
judgement. Since the claim is under progress, the respect to the status of the claim.
Company restricted the recognition of the claim to
the extent of book value of the assets lost, that were 2. Assessed the timing and adequacy of the claim
covered under the insurance policy. income recognition from the insurance
companies. We have checked that the
Company has recognised the insurance claim
receivable to the extent of book value of the
assets lost, that were covered under the
insurance policy.
3. We have verified the on account payments
received by the Company, pending settlement
of the claim.
4. We also assessed the adequacy of the disclosures
(in note 34) made in relation to the said matter in
the financial statements.
60
Other Information concern basis of accounting unless management

The Company’s management and Board of Directors either intends to liquidate the Company or to cease
are responsible for the other information. The other operations, or has no realistic alternative but to do so.
information comprises the information included in the Board of Directors is also responsible for overseeing
Company’s annual report, but does not include the the Company’s financial reporting process.
financial statements and our auditors’ report thereon. Auditor’s Responsibilities for the Audit of the Standalone
Our opinion on the standalone financial statements financial Statements
does not cover the other information and we do not Our objectives are to obtain reasonable assurance
express any form of assurance conclusion thereon. about whether the standalone financial statements
In connection with our audit of the standalone as a whole are free from material misstatement,
financial statements, our responsibility is to read the whether due to fraud or error, and to issue an auditor’s
other information and, in doing so, consider whether report that includes our opinion. Reasonable
the other information is materially inconsistent with the assurance is a high level of assurance, but is not a
standalone financial statements or our knowledge guarantee that an audit conducted in accordance
obtained in the audit or otherwise appears to be with SAs will always detect a material misstatement
materially misstated. If, based on the work we have when it exists. Misstatements can arise from fraud or
performed, we conclude that there is a material error and are considered material if, individually or in
misstatement of this other information, we are the aggregate, they could reasonably be expected
required to report that fact. We have nothing to report to influence the economic decisions of users taken
in this regard. on the basis of these standalone financial statements.
Management's Responsibility for the Standalone As part of an audit in accordance with SAs, we
Financial Statements exercise professional judgment and maintain
The Company’s management and Board of Directors professional skepticism throughout the audit. We also:
are responsible for the matters stated in Section 134(5) • Identify and assess the risks of material
of the Act with respect to the preparation of these misstatement of the standalone financial
standalone financial statements that give a true and statements, whether due to fraud or error, design
fair view of the state of affairs, profit/loss and other and perform audit procedures responsive to those
comprehensive income, changes in equity and risks, and obtain audit evidence that is sufficient
cashflows of the Company in accordance with the and appropriate to provide a basis for our opinion.
accounting principles generally accepted in India, The risk of not detecting a material misstatement
including the Indian Accounting Standards (Ind AS) resulting from fraud is higher than for one resulting
specified under Section 133 of the Act. This from error, as fraud may involve collusion, forgery,
responsibility also includes maintenance of adequate intentional omissions, misrepresentations, or the
accounting records in accordance with the provisions override of internal control.
of the Act for safeguarding of the assets of the • Obtain an understanding of internal control
Company and for preventing and detecting frauds relevant to the audit in order to design audit
and other irregularities; selection and application of procedures that are appropriate in the
appropriate accounting policies; making judgments circumstances. Under Section 143(3)(i) of the Act,
and estimates th at are reasonable and prudent; and we are also responsible for expressing our opinion
design, implementation and maintenance of on whether the company has adequate internal
adequate internal financial controls that were financial controls with reference to financial
operating effectively for ensuring the accuracy and statements in place and the operating
completeness of the accounting records, relevant to effectiveness of such controls.
the preparation and presentation of the standalone
• Evaluate the appropriateness of accounting
financial statements that give a true and fair view
policies used and the reasonableness of
and are free from material misstatement, whether due
accounting estimates and related disclosures
to fraud or error.
made by management.
In preparing the standalone financial statements,
• Conclude on the appropriateness of
management and Board of Directors are responsible
management’s use of the going concern basis of
for assessing the Company’s ability to continue as a
accounting and, based on the audit evidence
going concern, disclosing, as applicable, matters
obtained, whether a material uncertainty exists
related to going concern and using the going
61
related to events or conditions that may cast a) We have sought and obtained all the
significant doubt on the Company’s ability to information and explanations which to the
continue as a going concern. If we conclude that best of our knowledge and belief were
a material uncertainty exists, we are required to necessary for the purposes of our audit;
draw attention in our auditor’s report to the b) In our opinion, proper books of account as
related disclosures in the standalone financial required by law have been kept by the
statements or, if such disclosures are inadequate, Company so far as it appears from our
to modify our opinion. Our conclusions are based examination of those books;
on the audit evidence obtained up to the date
c) The standalone balance sheet, the
of our auditor’s report. However, future events or
standalone statement of profit and loss
conditions may cause the Company to cease to
(including other comprehensive income), the
continue as a going concern.
standalone statement of changes in equity
• Evaluate the overall presentation, structure and and the standalone statement of cash flows
content of the standalone financial statements, dealt with by this Report are in agreement with
including the disclosures, and whether the the books of account;
standalone financial statements represent the
d) In our opinion, the aforesaid standalone
underlying transactions and events in a manner
financial statements comply with the Ind A S
that achieves fair presentation.
specified under Section 133 of the Act with
We communicate with those charged with relevant Rules issued thereunder;
governance regarding, among other matters, the
e) On the basis of the written representations
planned scope and timing of the audit and significant
received from the directors as on 31 March
audit findings, including any significant deficiencies
2019 taken on record by the Board of Directors,
in internal control that we identify during our audit.
none of the directors is disqualified as on 31
We also provide those charged with governance with March 2019 from being appointed as a
a statement that we have complied with relevant director in terms of Section 164(2) of the Act.
ethical requirements regarding independence, and
f) With respect to the adequacy of the internal
to communicate with them all relationships and other
financial controls with reference to financial
matters that may reasonably be thought to bear on
statements of the Company and the
our independence, and where applicable, related
operating effectiveness of such controls, refer
safeguards.
to our separate Report in “Annexure B”.
From the matters communicated with those charged
(B) With respect to the other matters to be included
with governance, we determine those matters that
in the Auditors’ Report in accordance with Rule
were of most significance in the audit of the
11 of the Companies (Audit and Auditors) Rules,
standalone financial statements of the current period
2014, in our opinion and to the best of our
and are therefore the key audit matters. We describe
information and according to the explanations
these matters in our auditors’ report unless law or
given to us:
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we i. The Company has disclosed the impact of
determine that a matter should not be pending litigations as at 31 March 2019 on its
communicated in our report because the adverse financial position in its standalone financial
consequences of doing so would reasonably be statements - Refer Note 31 to the standalone
expected to outweigh the public interest benefits of financial statements;
such communication. ii. The Company did not have any long-term
Report on Other Legal and Regulatory Requirements contracts including derivative contracts for
which there were any material foreseeable
1. As required by the Companies (Auditors’ Report)
losses;
Order, 2016 (“the Order”) issued by the Central
Government of India in terms of Section 143 (11) iii. There has been no delay in transferring
of the Act, we give in the “Annexure A” a amounts, required to be transferred, to the
statement on the matters specified in paragraphs Investor Education and Protection Fund by the
3 and 4 of the Order, to the extent applicable. Company; and
(A) As required by Section 143(3) of the Act, we report iv. The disclosures in the standalone financial
that: statements regarding holdings as well as
62
dealings in specified bank notes during the by the provisions of Section 197 read with Schedule V
period from 8 November 2016 to 30 December of the Act. The Ministry of Corporate Affairs has not
2016 have not been made in these financial prescribed other details under Section 197(16) which
statements since they do not pertain to the are required to be commented upon by us.
financial year ended 31 March 2019.
(C) With respect to the matter to be included in the for B S R & Associates LLP
Auditors’ Report under Section 197(16): Chartered Accountants
In our opinion and according to the information and ICAI Firm’s Registration No. 116231W/ W-100024
explanations given to us, the remuneration paid /
provided by the company to its directors during the
current year is in accordance with the provisions of Vikash Somani
Section 197 read with Schedule V of the Act. The Partner
remuneration paid / provided to one director was in Membership No: 061272
excess of the limit laid down under Section 197 read
with Schedule V of the Act, which was approved in Place: Gurugram
accordance with the requisite approvals mandated Date: 24 April 2019
63
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE

FINANCIAL STATEMENTS
The Annexure A referred to in the Independent (vi) We have broadly reviewed the books of account
Auditor’s Report of even date, on the standalone maintained by the Company pursuant to the rules
financial statements, to the Members of Agro Tech prescribed by the Central Government of India
Foods Limited (‘the Company’) for the year ended for maintenance of cost records under sub-section
31 March 2019. We report that: (1) of Section 148 of the Act and are of the opinion
that prima facie, the prescribed accounts and
(i) (a) The Company has maintained proper records
records have been made and maintained.
showing full particulars, including quantitative
However, we have not made a detailed
details and situation of fixed assets;
examination of the records.
(b)The Company has a regular program of
(vii) (a) According to the information and
physical verification of its fixed assets by which
explanations given to us and on the basis of
all fixed assets are verified every year. In our
our examination of the records of the
opinion, the periodicity of physical verification
Company, amounts deducted/ accrued in
is reasonable having regard to the size of the
the books of account in respect of undisputed
Company and the nature of its assets. No
statutory dues including Provident fund,
material discrepancies were noted on such
Employees’ state insurance, Income-tax,
verification.
Goods and Service tax, Sales-tax, Service tax,
(c) In our opinion and according to the Duty of customs, Duty of excise, Value added
information and explanations given to us and tax, Cess and other material statutory dues
on the basis of our examination of the records have been generally regularly deposited
of the Company, the title deeds of immovable during the year by the Company with the
properties, as disclosed in Note 4 on fixed appropriate authorities though there has been
assets to the standalone financial statements, a slight delay in a few cases. Refer note 43 to
are held in the name of the Company. the standalone financial statements relating
(ii) The inventories, except goods-in-transit, have to provident fund contribution.
been physically verified by the Management According to the information and
during the year. In our opinion, the frequency of explanations given to us, no undisputed
such verification is reasonable. The discrepancies amounts payable in respect of Provident fund,
noticed on verification between the physical Employees’ state insurance, Income-tax,
stocks and the book records were not material. Goods and Service tax, Sales-tax, Service tax,
(iii) According to the information and explanations Duty of customs, Duty of excise, Value added
given to us, the Company has not granted any tax, Cess and other material statutory dues
loans, secured or unsecured, to Companies, Firms, were in arrears as at 31 March 2019 for a period
Limited Liability Partnerships or other parties of more than six months from the date they
covered in the Register maintained under Section became payable.
189 of the Companies Act, 2013 (‘the Act’). (b) According to the information and
Accordingly, paragraph 3(iii)(a), (b) and (C) of the explanations given to us and on the basis of
Order are not applicable to the Company. our examination of the records of the
(iv) In our opinion and according to the information Company, there are no dues of Goods and
and explanations given to us, the Company has Service tax and Duty of custom which have
complied with the provisions of Section 186 of the not been deposited with appropriate
Act, with respect to the investments made. The authorities on account of any dispute.
Company has not granted any loans, or provided According to the information and
any guarantees or security to the parties covered explanations given to us, the following dues
under Section 185 and 186 of the Act. of Income- tax, Sales tax, Service tax, Duty of
excise, Value added tax and Entry tax have
(v) The Company has not accepted any deposits not been deposited by the Company on
from the public in accordance with the provisions account of disputes:
of Section 73 to 76 of the Act and Rules framed
thereunder. Accordingly, paragraph 3(v) of the
Order is not applicable to the Company.
64
ANNEXURE-A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS (Continued)
Amount in* Period to which

Name of the Statute Nature of Dues (` Million) the amount Forum where the dispute is pending
relates
Central Excise Act, 1944 Excise Duty 27.10 2009 – 2012 Central Excise and Service Tax Appellate Tribunal,
Hyderabad
Andhra Pradesh General Sales Tax Act, Sales Tax 0.10 1997 – 1998 Sales Tax Appellate Tribunal, Hyderabad
1956
Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 – 2003 Assistant Commissioner (Appeals), Commercial
Taxes, Chennai
West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 – 2002 Sales Tax Appellate Tribunal, Kolkata
West Bengal Value Added Tax Act, 2003 Value Added Tax and 4.39 2009 – 2010 Appellate &Revisional Board, West Bengal
and Central Sales Tax Act, 1956 Central Sales Tax Commercial Taxes, Kolkata
Bihar Sales Tax Act, 1981 Sales Tax 0.62 2001 – 2002 Joint Commissioner of Commercial Taxes (Appeals)
- Central Division, Patna
Delhi Sales Tax Act, 1975 and Sales Tax and CST 0.95 2003 – 2004 Additional Commissioner, Commercial Taxes, Delhi
Central Sales Tax Act, 1956 1.64 2004 – 2005
Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1998 – 1999 Deputy Commissioner of Sales Tax (Appeals),
Ahmedabad
0.12 1999 - 2000 Sales Tax Appellate Tribunal, Ahmedabad
The Rajasthan Entry Tax - Entry Tax 36.86 2002 – 2004 Tax Board, Ajmer
Goods Act, 1999
The Assam Value Added Tax Act, 2003 Value Added Tax and 0.36 2009 – 2010 Superintendent of Taxes, Unit D, Guwahati
and Central Sales Tax Act, 1956 Central Sales Tax
The Finance Act, 1994 Service Tax 6.22 2010-2011 to Central Excise and Service Tax Appellate Tribunal,
2014-2015 Hyderabad
West Bengal Value Added Tax Act, 2003 Value Added Tax 3.18 2013-2014 Appellate &Revisional Board, West Bengal
and Central Sales Tax Act, 1956 Commercial Taxes, Kolkata
Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 0.10 2014-2015 Deputy Commissioner Appeals, Ghaziabad
Central Excise Act, 1944 Excise Duty 2.00 2015-2016 Central Excise and Service tax Appellate Tribunal,
Ahmedabad
West Bengal Value Added Tax Act, 2003 Value Added Tax 3.56 2014-15 Appellate &Revisional Board, West Bengal
Commercial Taxes, Kolkata
The Rajasthan Entry Tax - Goods Act, 1999 Entry Tax 5.47 2008 – 2009 Appellate Authority III, Commercial Tax, Jaipur
Central Excise Act, 1944 Excise Duty 0.46 2012-13 Joint Commissioner (Appeals), Dehradun
West Bengal Value Added Tax Act, 2003 Value Added Tax 1.36 2015-16 Senior Joint Commissioner, West Bengal
Income-tax Act, 1961 Income-tax 12.88 AY 2010-2011 Income Tax Appellate Tribunal, Hyderabad
Income-tax Act, 1961 Income-tax 75.33 AY 2016-2017 Assistant Commissioner of Income TaxCircle 1(1),
Hyderabad
*net of deposits
65
ANNEXURE-A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS (Continued)
(viii) In our opinion and according to the information (xii) In our opinion and according to the information
and explanations given to us, the Company has and explanations given to us, the Company is not
not defaulted in repayment of loans or borrowings a Nidhi Company. Accordingly, paragraph 3(xii)
to its bankers. The Company does not have any of the Order is not applicable to the Company.
loan or borrowings from any financial institution or
(xiii) According to the information and explanations
government, nor has it issued any debentures
given to us and based on our examination of the
during the year.
records of the Company, transactions with the
(ix) The Company has not raised any money by way related parties are in compliance with Section 177
of initial public offer or further public offer and 188 of the Act where applicable and details
(including debt instrument) and term loans during of such transactions have been disclosed in Note
the year. Accordingly, paragraph 3(ix) of the Order 38 to the standalone financial statements as
is not applicable to the Company. required by the applicable accounting standards.
(x) During the course of our examination of the books (xiv) The Company has not made any preferential
and records of the Company, carried out in allotment or private placement of shares or fully
accordance with the generally accepted or partly convertible debentures during the year.
auditing practices in India, and according to the Accordingly, paragraph 3(xiv) of the Order is not
information and explanations given to us, we have applicable to the Company.
neither come across any instance of material
(xv)According to the information and explanations
fraud by the Company or on the Company by its
given to us and based on our examination of the
officers or employees, noticed or reported during
records of the Company, the Company has not
the year, nor have we been informed of any such
entered into any non-cash transaction with the
case by the Management.
directors or person connected with him.
(xi) According to the information and explanations Accordingly, paragraph 3(xv) of the Order is not
given to us and based on our examination of the applicable to the Company.
records of the Company, the Company has paid/
(xvi) The Company is not required to be registered
provided for managerial remuneration in
under Section 45-IA of the Reserve Bank of India
accordance with the requisite approvals
Act, 1934. Accordingly, paragraph 3(xvi) of the
mandated by the provisions of Section 197 read
Order is not applicable to the Company.
with Schedule V of the Act.
ICAI Firm’s Registration No. 116231W/W-100024
Vikash Somani
Partner
Membership No: 061272
Place: Gurugram
Date: 24 April 2019
66
ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT ON THE STANDALONE FINANCIAL

STATEMENTS OF AGRO TECH FOODS LIMITED FOR THE YEAR ENDED 31 MARCH 2019.
Report on the internal financial controls with reference to standalone financial statements based on our
to the aforesaid standalone financial statements under audit. We conducted our audit in accordance with
Clause (i) of Sub-section 3 of Section 143 of the the Guidance Note and the Standards on Auditing,
Companies Act, 2013 prescribed under section 143(10) of the Act, to the
extent applicable to an audit of internal financial
(Referred to in paragraph (f) under ‘Report on Other
controls with reference to standalone financial
Legal and Regulatory Requirements’ section of our
statements. Those Standards and the Guidance Note
report of even date)
require that we comply with ethical requirements and
Opinion plan and perform the audit to obtain reasonable
We have audited the internal financial controls with assurance about whether adequate internal financial
reference to financial statements of Agro Tech Foods controls with reference to standalone financial
Limited (“the Company”) as of 31 March 2019 in statements were established and maintained and
conjunction with our audit of the standalone financial whether such controls operated effectively in all
statements of the Company for the year ended on material respects.
that date. Our audit involves performing procedures to obtain
In our opinion, the Company has, in all material audit evidence about the adequacy of the internal
respects, adequate internal financial controls with financial controls with reference to standalone
reference to standalone financial statements and financial statements and their operating effectiveness.
such internal financial controls were operating Our audit of internal financial controls with reference
effectively as at 31 March 2019, based on the internal to standalone financial statements included obtaining
financial controls with reference to standalone an understanding of such internal financial controls,
financial statements criteria established by the assessing the risk that a material weakness exists, and
Company considering the essential components of testing and evaluating the design and operating
internal control stated in the Guidance Note on Audit effectiveness of internal control based on the assessed
of Internal Financial Controls Over Financial Reporting risk. The procedures selected depend on the auditor’s
issued by the Institute of Chartered Accountants of judgement, including the assessment of the risks of
India (the “Guidance Note”). material misstatement of the standalone financial
statements, whether due to fraud or error.
Management’s Responsibility for Internal Financial
Controls We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
The Company’s management and the Board of basis for our audit opinion on the Company’s internal
Directors are responsible for establishing and financial controls with reference to standalone
maintaining internal financial controls based on the financial statements.
internal financial controls with reference to standalone
financial statements criteria established by the Meaning of Internal Financial controls with Reference
Company considering the essential components of to Standalone Financial Statements
internal control stated in the Guidance Note. These A company's internal financial controls with reference
responsibilities include the design, implementation to standalone financial statements is a process
and maintenance of adequate internal financial designed to provide reasonable assurance regarding
controls that were operating effectively for ensuring the reliability of financial reporting and the
the orderly and efficient conduct of its business, preparation of standalone financial statements for
including adherence to company’s policies, the external purposes in accordance with generally
safeguarding of its assets, the prevention and accepted accounting principles. A company's
detection of frauds and errors, the accuracy and internal financial controls with reference to
completeness of the accounting records, and the standalone financial statements include those policies
timely preparation of reliable financial information, as and procedures that (1) pertain to the maintenance
required under the Companies Act, 2013 (hereinafter of records that, in reasonable detail, accurately and
referred to as “the Act”). fairly reflect the transactions and dispositions of the
Auditors’ Responsibility assets of the company; (2) provide reasonable
assurance that transactions are recorded as
Our responsibility is to express an opinion on the necessary to permit preparation of standalone
Company's internal financial controls with reference
67
ANNEXURE-B TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS (Continued)
financial statements in accordance with generally not be detected. Also, projections of any evaluation
accepted accounting principles, and that receipts of the internal financial controls with reference to
and expenditures of the company are being made standalone financial statements to future periods are
only in accordance with authorisations of subject to the risk that the internal financial controls
management and directors of the company; and (3) with reference to standalone financial statements
provide reasonable assurance regarding prevention may become inadequate because of changes in
or timely detection of unauthorised acquisition, use, conditions, or that the degree of compliance with the
or disposition of the company's assets that could have policies or procedures may deteriorate.
a material effect on the standalone financial
statements. for B S R & Associates LLP
Inherent Limitations of Internal Financial controls with
ICAI Firm’s Registration No. 116231W/W-100024
Reference to Standalone financial Statements
Because of the inherent limitations of internal financial Vikash Somani
controls with reference to standalone financial Partner
statements, including the possibility of collusion or Membership No: 061272
improper management override of controls, material
misstatements due to error or fraud may occur and Place: Gurugram
Date: 24 April 2019
68
BALANCE SHEET AS AT 31 MARCH 2019 (` in millions except for share data or otherwise stated)
Note As at As at
Particulars
No. 31 March 2019 31 March 2018
Assets
Non-current assets
Property, plant and equipment 4 1,500.54 1,606.71
Capital work-in-progress 4 119.88 149.05
Intangible assets 5 213.93 240.05
Financial assets
(i) Investments 6 168.34 159.96
(ii) Non-current loans receivables 7 27.70 42.63
Other non-current assets 8 366.41 311.65
Total non-current assets 2,396.80 2,510.05
Current assets
Inventories 9 837.85 942.10
Financial assets
(i) Investments 10 350.66 -
(ii) Trade receivables 11 808.86 499.36
(iii) Cash and cash equivalents 12 32.35 70.15
(iv) Bank balances other than (iii) above 12 4.32 221.86
(v) Other financial assets 13 145.26 16.26
Other current assets 14 155.09 143.09
Total current assets 2,334.39 1,892.82
Total assets 4,731.19 4,402.87
Equity and liabilities
Equity
Equity share capital 15 243.69 243.69
Other equity 16 3,514.08 3,157.00
Total equity 3,757.77 3,400.69
Liabilities
Non-current liabilities
Provisions 17 13.52 12.66
Deferred tax liabilities, net 30 131.73 137.27
Total non-current liabilities 145.25 149.93
Current liabilities
Financial liabilities
(i) Trade payables
- Total outstanding dues of micro enterprises and small enterprises 18 44.38 57.71
- Total outstanding dues of creditors other than micro enterprises and small enterprises 18 643.65 637.51
(ii) Other financial liabilities 19 51.31 53.78
Other current liabilities 20 35.09 36.97
Total current liabilities 828.17 852.25
Total liabilities 973.42 1,002.18
Total equity and liabilities 4,731.19 4,402.87
Significant accounting policies 3
See accompanying notes to the standalone financial statements
As per our report of even date attached for Agro Tech Foods Limited
for B S R & Associates LLP CIN: L15142TG1986PLC006957
Chartered Accountants Sachin Gopal Lt.Gen.D.B. Singh
ICAI Firm's registration No. 116231W/W-100024 Managing Director & CEO Director
Vikash Somani DIN 07439079 DIN 00239637
Partner Arijit Datta Jyoti Chawla
Membership No.061272 Chief Financial Officer Company Secretary
Place: Gurugram Place: Gurugram
Date: 24 April 2019 Date: 24 April 2019
69
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019
(` in millions except for share data or otherwise stated)
Note For the year ended For the year ended
Particulars 31 March 2019
No. 31 March 2018
Revenue from operations
Sale of products 22 8,230.56 8,106.31
Other operating revenues 22 4.78 10.99
8,235.34 8,117.30
Other income 23 37.77 8.79
Total income 8,273.11 8,126.09
Expenses
Cost of materials consumed 24 4,195.15 4,135.30
Purchase of stock-in-trade 25 1,426.25 1,281.83
Changes in inventories of finished goods and stock-in-trade 26 (1.31) (27.24)
Employee benefits expense 27 456.57 450.21
Finance costs 28 0.94 2.53
Depreciation and amortisation expense 4, 5 167.73 174.72
Other expenses 29 1,512.78 1,619.41
Total expenses 7,758.11 7,636.76
Profit before exceptional items and tax 515.00 489.33
Exceptional items 34 - -
Profit before tax 515.00 489.33
Tax expense 30 (a) 175.93 172.85
Profit for the year (A) 339.07 316.48
Other comprehensive income
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation (0.76) (0.04)
Income-tax relating to those items 31 (b) 0.26 0.01
Other comprehensive income for the year (B) (0.50) (0.03)
Total comprehensive income for the year (A+B) 338.57 316.45
Earnings per share (nominal value of ` 10 each) 36
Basic [in `] 14.49 13.60
Diluted [in `] 14.47 13.60
Weighted average number of equity shares used in computing earnings per shares:
- Basic 23,408,186 23,270,036
- Diluted 23,440,020 23,273,716
Partner
Arijit Datta Jyoti Chawla
Membership No.061272
Chief Financial Officer Company Secretary
70
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2019

For the year ended For the year ended
Particulars 31 March 2019 31 March 2018
Cash flow from operating activities
Adjustments for:
Depreciation and amortisation expense 167.73 174.72
Loss on sale/ retirement of property, plant and equipment, net 1.89 0.33
Gain on sale of investments in mutual funds (27.53) (2.29)
Fair value gain on financial assets measured at fair value through profit and loss, net (0.66) -
Interest income (9.58) (6.50)
Finance costs 0.94 2.53
Employee share based payment expenses 4.80 14.15
Proceeds from the insurance company 100.00 -
Provision for doubtful debts, (net) 4.96 -
Change in operating assets and liabilities
Increase in trade receivables (314.46) (104.97)
Decrease in inventories 104.25 218.91
Increase in loans and other financial assets (2.66) (38.39)
Increase in other current and non-current assets (16.96) (68.46)
(Decrease)/ increase in trade payables and other financial liabilities (0.68) 120.08
Decrease in other current and non-current provisions (12.45) (0.65)
Decrease in other current and non-current liabilities (1.89) (32.89)
Cash generated from operations 512.70 765.90
Income taxes paid, net (188.67) (150.98)
Net cash inflow from operating activities 324.03 614.92
Cash flows from investing activities
Payments for purchase of property, plant and equipment (282.89) (175.01)
Proceeds from sale of property, plant and equipment 9.64 0.77
Interest received 11.78 4.64
Non-current investments in subsidiary (8.38) -
Purchase of current investments in mutual funds, (3,839.10) (444.00)
Proceeds from sale of investments in mutual funds 3,516.63 446.29
Deposits matured/ (placed) (having original maturity of more than 3 months), net 217.53 (215.23)
Net cash outflow used in investing activities (374.79) (382.54)
71
CASH FLOW STATEMENT (Continued)

Cash flows from financing activities
Repayment of short-term loans to banks, net - (150.00)
Sale of treasury shares 84.65 65.28
Dividend paid (including dividend distribution tax) (70.75) (56.34)
Finance costs paid (0.94) (2.53)
Net cash flow from/ (used in) financing activities 12.96 (143.59)
Net (decrease)/ increase in cash and cash equivalents (37.80) 88.79
Cash and cash equivalents at the beginning of the financial year 70.15 (18.64)
Cash and cash equivalents at end of the year 32.35 70.15
Cash and cash equivalents as per above comprise of the following:

Particulars As at As at
31 March 2019 31 March 2018
Cheques on hand 0.60 1.44
Balances with banks
-in current accounts 31.75 22.52
Deposits with maturity less than three months - 46.19
Balances per statement of cash flows 32.35 70.15
Partner
72
Statement of changes in equity
Other Equity Total equity
Particulars Reserves and surplus attributable to
Equity
equity holders
share General Securities Retained Treasury Share options Agro Tech
of the
capital Reserve premium earnings Shares outstanding ESOP Trust
Company
account (ATET)
reserve
Balance as at 1 April 2017 243.69 127.05 721.29 2,374.86 (571.33) 163.26 2.40 3,061.22
Changes in equity for the year ended
31 March 2018
Dividends (including corporate dividend tax) - - (56.41) - - - (56.41)
Employee Share based payment (Refer note 15(e)) - - - - 14.15 - 14.15
Remeasurement of the net defined benefit obligation, net of tax effect - - (0.03) - - - (0.03)
Profit on sale of shares transferred by Trust - - - - - 6.77 6.77
Sale of treasury shares during the year - - - 58.51 - - 58.51
Exercise of share options 17.37 - - - (17.37) - -
Profit for the year - - 316.48 - - - 316.48
Balance as at 31 March 2018 243.69 144.42 721.29 2,634.90 (512.82) 160.04 9.17 3,400.69
31 March 2019
73
Dividends (including corporate dividend tax) - - (70.94) - - - (70.94)
Employee Share based payment (Refer note 15(e)) - - - - 4.80 - 4.80
Remeasurement of the net defined benefit obligation, net of tax effect - - (0.50) - - - (0.50)
Profit on sale of shares transferred by Trust - - - - - 8.90 8.90
Sale of treasury shares during the year - - - 75.75 - - 75.75

Profit for the year - - 339.07 - - 339.07
Balance as at 31 March 2019 243.69 145.75 721.29 2,902.53 (437.07) 163.51 18.07 3,757.77
Partner
NOTES TO THE STANDALONE FINANCIAL STATEMENTS

1 Reporting entity D. Use of estimates and judgements
Agro Tech Foods Limited (the 'Company') is a In preparing these standalone financial
company domiciled in India, with its registered statements, management has made judgements,
office situated at 31, Sarojini Devi Road, estimates and assumptions that affect the
Secunderabad, Telangana - 500 003, India. The application of accounting policies and the
Company has been incorporated under the reported amounts of assets, liabilities, income and
provisions of Indian Companies Act and its equity expenses. Actual results may differ from these
shares are listed on the National Stock Exchange estimates.
(NSE) and Bombay Stock Exchange (BSE) in India. Estimates and underlying assumptions are
The Company is primarily engaged in the business reviewed on an ongoing basis. Revisions to
of manufacturing and trading of food and food accounting estimates are recognised
products to consumers and institutional customers. prospectively.
2 Basis of preparation Judgements
A. Statement of compliance Information about judgements made in applying
The standalone financial statements of the accounting policies that have the most significant
Company have been prepared in accordance effects on the amounts recognised in the
with Indian Accounting Standards (Ind AS) as per standalone financial statements is included in the
the Companies (Indian Accounting Standards) following notes:
Rules, 2015 notified under Section 133 of - Note 32 - leases: whether an arrangement
Companies Act, 2013, (the 'Act') and other contains a lease; and
relevant provisions of the Act. - Note 32 - lease classification;
The standalone financial statements were Assumptions and estimation uncertainties
authorised for issue by the Company's Board of Information about assumptions and estimation
Directors on 24 April 2019. uncertainties that have a significant risk of resulting
Details of the Company's accounting policies are in a material adjustment in the year ending 31
included in Note 3. March 2020 is included in the following notes:
B. Functional and presentation currency - Note 42 - measurement of defined benefit
obligations: key actuarial assumptions;
These standalone financial statements are
presented in Indian Rupees (`), which is also the - Note 31 - recognition and measurement of
Company's functional currency. All amounts have provisions and contingencies: key assumptions
been rounded-off to two decimal places to the about the likelihood and magnitude of an outflow
nearest millions, unless otherwise indicated. of resources;
C. Basis of measurement - Note 4 - useful life of property, plant and
equipment.
The standalone financial statements have been
- Note 5 - useful life of intangible assets and
prepared on the historical cost basis except for
impairment of intangible assets having indefinite
the following items:
useful life.
Items Measurement basis - Notes 6, 7, 10, 11 and 13 - impairment of financial
Certain financial assets Fair value assets.
and liabilities E. Measurement of fair values
Liabilities for Fair value Certain accounting policies and disclosures of the
shared-based payment Company require the measurement of fair values,
arrangement for both financial and non-financial assets and
Net defined benefit Fair value of plan liabilities.
(asset)/ liability assets less present The Company has an established internal control
value of defined framework with respect to the measurement of
benefit obligations fair values.
The valuation team regularly reviews significant
unobservable inputs and valuation adjustments.
74
NOTES TO THE STANDALONE FINANCIAL STATEMENTS (continued)
If third party information such as broker quotes or directly attributable to bringing the item to its
pricing services, is used to measure fair values, then intended working condition and estimated costs
the valuation team assesses the evidence of dismantling, removing and restoring the site
obtained from the third parties to support the on which it is located, wherever applicable.
conclusion that these valuations meet the If significant parts of an item of property, plant
requirements of Ind AS, including the level in the and equipment have different useful lives, then
fair value hierarchy in which these valuations they are accounted for as separate items (major
should be classified. components) of property, plant and equipment.
Fair values are categorised into different levels in Any gain or loss on disposal of an item of property,
a fair value hierarchy based on the inputs used in plant and equipment is recognised in the
the valuation techniques as follows: statement of profit and loss.
- Level 1: quoted prices (unadjusted) in active ii. Subsequent expenditure
markets for identical assets or liabilities.
Subsequent expenditure is capitalised only if it is
- Level 2: inputs other than quoted prices included probable that the future economic benefits
in Level 1 that are observable for the asset or associated with the expenditure will flow to the
liability, either directly (i.e. as prices) or indirectly Company.
(i.e. derived from prices).
iii. Depreciation
- Level 3: inputs for the asset or liability that are not
Depreciation is calculated on cost of items of
based on observable market data (unobservable
property, plant and equipment less their estimated
inputs).
residual value using straight line method over the
When measuring the fair value of an asset or a useful lives of assets estimated by internal
liability, Company uses observable market data assessment and technical valuation carried out
as far as possible. If the inputs used to measure wherever necessary, and is recognised in the
the fair value of an asset or a liability fall into statement of profit and loss. Depreciation for assets
different levels of the fair value hierarchy, then the purchased/ sold during the period is
fair value measurement is categorised in its entirety proportionately charged.
in the same level of the fair value hierarchy as the
The range of estimated useful lives of items of
lowest level input that is significant to the entire
property, plant and equipment are as follows:
measurement.
S. No Asset Useful Life
Further information about the assumptions made 1 Buildings
in measuring fair values is included in the following (a) Buildings (other than factory buildings)
notes: other than RCC frame structure. 30 years
- Note 15 (e) - share-based payments; (b) Factory buildings 30 years
(c) Fences, wells, tube-wells 5 years
- Note 44 - financial instruments.
2 Roads
3. Significant accounting policies (a) Carpeted Roads - RCC 10 years
(a) Property, plant and equipment 3 Plant and Machinery
i. Recognition and measurement (a) Plant and Machinery other than
continuous process plant 15 years
Items of property, plant and equipment, are 4 Furniture and fittings 10 years
measured at cost which includes capitalised
5 Motor vehicles
borrowing costs, less accumulated depreciation (a) Motor buses, motor lorries and motor cars* 5 years
and accumulated impairment losses, if any. 6 Office equipment 5 years
Cost of an item of property, plant and equipment 7 (a) Computers and data processing
includes its purchase price, duties, taxes, after units servers and networks* 5 years
deducting trade discounts and rebates, any 7 (b) End-user devices such as desktops,
directly attributable cost of bringing the item to its laptops etc.* 2 to 3 years
intended use and estimated costs of dismantling 8 Laboratory Equipment 10 years
and removing the item and restoring the site on 9 Electrical installations and equipment 10 years
which it is located. 10 Servers and networks* 5 years
The cost of a self-constructed item of property, 11 Handsets* 2 years
plant and equipment comprises the cost of 12 Vehicles* 5 years
materials, direct labour and any other costs 13 Assets given to employees under a scheme* 5 years
75

* The Company believes the useful lives as given (c) Impairment
above best represent the useful life of these (i) Financial assets
assets based on internal assessment and
In accordance with Ind AS 109, the Company
technical evaluation carried out where
applies expected credit loss (ECL) model for
necessary, which is different from the useful lives
measurement and recognition of impairment
as prescribed under Part C of Schedule II of the
loss. The Company follows ‘simplified approach’
Companies Act, 2013.
for recognition of impairment loss allowance on
Freehold land is not depreciated. trade receivables. The application of simplified
Leasehold assets are amortised over a period approach does not require the Company to
of the lease or useful life of asset whichever is track changes in credit risk. Rather, it recognizes
lower. impairment loss allowance based on lifetime
The residual values, useful lives and methods of ECLs at each reporting date, right from its initial
depreciation of property, plant and equipment recognition. For recognition of impairment loss
are reviewed at each financial year-end and on other financial assets and risk exposure, the
adjusted prospectively, if appropriate. Company determines that whether there has
been a significant increase in the credit risk since
iv. Capital work-in-progress includes cost of
initial recognition. If credit risk has not increased
property, plant and equipment under
significantly, 12-month ECL is used to provide
installation/ under development as at the
for impairment loss. However, if credit risk has
balance sheet date.
increased significantly, lifetime ECL is used. If in
(b) Intangible assets subsequent period, credit quality of the
Intangible assets including those acquired by instrument improves such that there is no longer
the Company in a business combination are a significant increase in credit risk since initial
initially measured at cost. Such intangible recognition, then the entity reverts to
assets are subsequently measured at cost less recognizing impairment loss allowance based
accumulated amortisation and any on 12 month ECL.
accumulated impairment loss, if any. (ii) Non -financial assets
Amortisation Goodwill and intangible assets that have an
Amortisation is calculated to write off the cost indefinite useful life are not subject to
of intangible assets having definite useful life less amortisation and are tested annually for
their estimated residual values over their impairment, or more frequently if events or
estimated useful lives using the straight- line changes in circumstances indicate that they
method, and is included in depreciation and might be impaired. Other assets are tested for
amortisation in statement of profit and loss. impairment whenever events or changes in
The estimated useful lives are as follows: circumstances indicate that their carrying
amounts may not be recoverable. For the
Asset Useful life purpose of impairment testing, the recoverable
Computer software 5 to 10 years amount (i.e. the higher of the fair value less cost
Intangible assets that have an indefinite useful to sell and the value-in-use) is determined on
life are not subjected to amortisation and are an individual asset basis unless the asset does
tested for impairment annually or more not generate cash flows that are largely
frequently if events or changes in circumstances independent of those from other assets. In such
indicate that it might be impaired. cases, the recoverable amount is determined
for the CGU to which the asset belongs. If such
Amortisation method, useful lives and residual
assets are considered to be impaired, the
values for assets other than above are reviewed
impairment to be recognised in the statement
at each financial year-end and adjusted if
of profit and loss is measured by the amount by
appropriate.
which the carrying value of the assets exceeds
the estimated recoverable amount of the asset.
An impairment loss is reversed in the statement
76

of profit and loss if there has been a change in liability for each period. Leases in which a
the estimates used to deter mine the significant portion of the risks and rewards of
recoverable amount. The carrying amount of ownership are not transferred to the Company
the asset is increased to its revised recoverable as lessee are classified as operating leases.
amount, provided that this amount does not Payments made under operating leases (net of
exceed the carrying amount that would have any incentives received from the lessor) are
been determined (net of any accumulated charged to the statement of profit and loss on
amortisation or depreciation) had no a straight-line basis over the period of the lease
impairment loss been recognised for the asset unless the payments are structured to increase
in prior years. in line with expected general inflation to
(d) Leases compensate for the lessor’s expected
inflationary cost increases.
The determination of whether an arrangement
is (or contains) a lease is based on the As a lessor
substance of the arrangement at the inception Lease income from operating leases where the
of the lease. The arrangement is, or contains, a Company is a lessor is recognised in income on
lease if fulfilment of the arrangement is a straight-line basis over the lease term unless
dependent on the use of a specific asset or the receipts are structured to increase in line
assets and the arrangement conveys a right to with expected general inflation to compensate
use the asset or assets, even if that right is not for the expected inflation.
explicitly specified in an arrangement. (e) Inventories
At the inception or reassessment of the Inventories are valued at the lower of weighted
arrangement that contains a lease, the average cost (including prime cost, excise duty
payments and other consideration required by and other overheads incurred in bringing the
such an arrangement are separated into those inventories to their present location and
for the leases and those for the other elements condition) and estimated net realisable value,
on the basis of the relative fair values. If it is after providing for obsolescence, where
concluded for a finance lease that it is appropriate. The comparison of cost and net
impracticable to separate the payments realisable value is made on an item-by-item
reliably, then the asset and liability are basis. The net realisable value of materials in
recognised at an amount equal to the fair process is determined with reference to the
value of the underlying asset. The liability is selling prices of related finished goods. Raw
reduced as the payments are being made and materials, packing materials and other supplies
an imputed finance cost on the liability is held for use in production of inventories are not
recognised using incremental borrowing rates. written down below cost except in cases where
As a lessee material prices have declined, and it is
Leases of property, plant and equipment where estimated that the cost of the finished products
the Company, as lessee, has substantially all will exceed their net realisable value.
the risks and rewards of ownership are classified The provision for inventory obsolescence is
as finance leases. Finance leases are assessed regularly based on estimated usage
capitalised at the lease’s inception at the fair and shelf life of products.
value of the leased property or, if lower, the Raw materials, packing materials and stores
present value of the minimum lease payments. and spares are valued at cost computed on
The corresponding rental obligations, net of moving weighted average basis. The cost
finance charges, are included in borrowings or includes purchase price, inward freight and
other financial liabilities as appropriate. Each other incidental expenses net of refundable
lease payment is allocated between the liability duties, levies and taxes, where applicable.
and finance cost. The finance cost is charged
Work-in-progress is valued at input material cost
to the statement of profit and loss over the lease
plus conversion cost as applicable.
period so as to produce a constant periodic
rate of interest on the remaining balance of the
77

Stock-in-trade is valued at the lower of net assets and the contractual terms of the
realisable value and cost (including prime cost financial asset give rise on specified dates to
and other overheads incurred in bringing the cash flows that are solely payments of principal
inventories to their present location and and interest on the principal amount
condition), computed on a moving weighted outstanding.
average basis. Financial assets at fair value through profit or
Finished goods are valued at lower of net loss
realisable value and cost (including prime cost, A financial asset which is not classified in any
excise duty and other overheads incurred in of the above categories are subsequently fair
bringing the inventories to their present location valued through profit or loss.
and condition).
Goods-in-transit/ with third parties and at
Financial liabilities are subsequently carried at
godowns are valued at cost which represents
amortised cost using the effective interest
the costs incurred upto the stage at which the
method. For trade and other payables
goods are in transit with third parties and at
maturing within one year from the Balance
godowns.
Sheet date, the carrying amounts approximate
(f) Financial instruments fair value due to the short maturity of these
i. Recognition and initial measurement instruments.
The Company initially recognises financial assets Investment in subsidiaries
and financial liabilities when it becomes a party Investment in subsidiaries is carried at cost in
to the contractual provisions of the instrument. the financial statements.
All financial assets and liabilities are measured
iii. Derecognition
at fair value on initial recognition. Transaction
costs that are directly attributable to the Financial assets
acquisition or issue of financial assets and The Company derecognises a financial asset
financial liabilities, that are not at fair value when the contractual rights to the cash flows
through profit or loss, are added to the fair value from the financial asset expire, or it transfers
on initial recognition. Regular way purchase the right to receive the contractual cash flows
and sale of financial assets are accounted for in a transaction in which substantially all of the
at trade date. risks and rewards of ownership of the financial
ii. Classification and subsequent measurement assets are transferred or in which the Company
neither transfers nor retains substantially all of
Financial assets
the risks and rewards of ownership and does
Financial assets carried at amortised cost not retain control of the financial asset.
A financial asset is subsequently measured at If the Company enters into transactions
amortised cost if it is held within a business model whereby it transfers assets recognised on its
whose objective is to hold the asset in order to balance sheet, but retains either all or
collect contractual cash flows and the substantially all of the risks and rewards of the
contractual terms of the financial asset give rise transferred assets, the transferred assets are not
on specified dates to cash flows that are solely derecognised.
payments of principal and interest on the
principal amount outstanding.
The Company derecognises a financial liability
Financial assets at fair value through other
when its contractual obligations are
comprehensive income
discharged or cancelled, or expire.
A financial asset is subsequently measured at
The Company also derecognises a financial
fair value through other comprehensive income
liability when its terms are modified and the
if it is held within a business model whose
cash flows under the modified terms are
objective is achieved by both collecting
substantially different. In this case, a new
contractual cash flows and selling financial
financial liability based on the modified terms
78

is recognised at fair value. The difference the specific terms of the arrangement with the
between the carrying amount of the financial customers. Taxes collected on behalf of the
liability extinguished and a new financial liability government are excluded from revenue.
with modified terms is recognised in the The Company disaggregates revenue from
statement of profit and loss. contracts with customers by the geography.
iv. Offsetting Recognition of dividend income, interest
Financial assets and financial liabilities are offset income or expense:
and the net amount is presented in the balance Dividend income is recognised in the statement
sheet when, and only when, the Company of profit and loss on the date on which the
currently has a legally enforceable right to set Company's right to receive payment is
off the amounts and it intends either to settle established.
them on a net basis or realise the asset and
Interest income or expense is recognised using
settle the liability simultaneously.
effective interest method.
(g) Revenue recognition
The "effective interest rate" is the rate that
Effective 1 April 2018, the Company has applied exactly discounts estimated future cash
Ind AS 115 which establishes a comprehensive payments or receipts through the expected life
framework for determining whether, how much of the financial instrument to:
and when revenue is to be recognised. Ind AS
a. the gross carrying amount of financial asset; or
115 replaces Ind AS 18 Revenue and Ind AS 11
Construction Contracts. The Company has b. the amortised cost of financial liability
adopted Ind AS 115 using the cumulative effect In calculating the interest income and
method. The effect of initially applying this expenses, the effective interest rate is applied
standard is recognised at the date of initial to the gross carrying amount of the asset (when
application (i.e. 1 April 2018). The standard is the asset is not credit-impaired) or to the
applied retrospectively only to contracts that amortised cost of the liability. However for the
are not completed as at the date of initial financial assets that have become credit
application and the comparative information impaired subsequent to initial recognition,
in the condensed interim statement of profit interest income is calculated by applying the
and loss is not restated – i.e. the comparative effective interest rate to the amortised cost of
information continues to be reported under Ind financial asset. If the asset is no longer credit
AS 18 and Ind AS 11. The adoption of the impaired, then calculation of interest income
standard did not have any material impact to reverts to gross basis.
the standalone financial statements of the (h) Foreign currencies
Company.
Transactions in foreign currencies are initially
Revenue from contracts represents amount recorded by the Company at their functional
received and receivable from customers for currency spot rates at the date of transaction.
sale of goods and for services rendered. Monetary assets and liabilities denominated in
Revenue is recognised upon transfer of control foreign currency are translated at the functional
of promised products or services to customers currency spot rates of exchange at the
in an amount that reflects the consideration reporting date. Exchange differences that arise
which the Company expects to receive in on settlement of monetary items or on reporting
exchange for those products or services. at each balance sheet date of the Company’s
Revenue is measured based on the transaction monetary items at the closing rates are
price, which is the consideration, adjusted for recognised as income or expenses in the period
returns, taxes, trade discounts, allowances, in which they arise. Non-monetary items which
rebates, price concessions and other are carried at historical cost denominated in a
incentives, if any, as specified in the contract foreign currency are reported using the
with the customer. Returns, discounts, exchange rates at the date of transaction. Non-
allowances and rebates are estimated using monetary items measured at fair value in a
judgement based on historical experience and foreign currency are translated using the
79
exchange rates at the date when the fair value Deferred tax assets are recognised to the extent
is determined. that it is probable that future taxable profits will
(i) Income-tax be available against which they can be used.
Income-tax comprises current and deferred Deferred tax assets recognised or unrecognised
tax. It is recognised in the statement of profit are reviewed at each reporting date and are
and loss except to the extent that it relates to recognised / reduced to the extent that it is
a business combination or to an item probable / no longer probable respectively that
recognised directly in equity or in other the related tax benefit will be realised.
comprehensive income. Deferred tax is measured at the tax rates that
i. Current tax are expected to apply to the period when the
asset is realised or the liability is settled, based
Current tax comprises the expected tax on the laws that have been enacted or
payable or receivable on the taxable income substantively enacted by the reporting date.
or loss for the year and any adjustment to the
tax payable or receivable in respect of previous The measurement of deferred tax reflects the
years. The amount of current tax reflects the tax consequences that would follow from the
best estimate of the tax amount expected to manner in which the Company expects, at the
be paid or received after considering the reporting date, to recover or settle the carrying
uncertainty, if any related to income taxes. It is amount of its assets and liabilities.
measured using tax rates (and tax laws) Deferred tax assets and liabilities are offset if
enacted or substantively enacted by the there is a legally enforceable right to offset
reporting date. current tax liabilities and assets, and the relate
Current tax assets and current tax liabilities are to income tax levied by the same tax authority
offset only if there is a legally enforceable right on the same taxable entity, or on different tax
to set-off the recognised amounts, and it is entities, but they intend to settle current tax
intended to realise the asset and settle the liabilities and assets on a net basis or their tax
liability on a net basis or simultaneously. assets and liabilities will be realised
simultaneously.
ii. Deferred tax
(j) Provisions and contingent liabilities
Deferred tax is recognised in respect of
temporary differences between the carrying i. General
amounts of assets and liabilities for financial Provisions are recognised when the Company
reporting purposes and the corresponding has a present obligation (legal or constructive)
amounts used for taxation purposes. Deferred as a result of a past event, it is probable that an
tax is also recognised in respect of carried outflow of resources embodying economic
forward tax losses and tax credits. Deferred tax benefits will be required to settle the obligation
is not recognised for: and a reliable estimate can be made of the
- temporary differences arising on the initial amount of the obligation. When the Company
recognition of assets or liabilities in a transaction expects some or all of a provision to be
that is not a business combination and that reimbursed, the expense relating to a provision
affects neither accounting nor taxable the is presented in the statement of profit and loss
statement of profit and loss at the time of net of any reimbursement.
transaction. If the effect of the time value of money is
- temporary differences related to investments material, provisions are discounted using a
in subsidiaries, associates and interests in joint current pre-tax rate that reflects, when
ventures, when the timing of the reversal of the appropriate, the risks specific to the liability.
temporary differences can be controlled and When discounting is used, the increase in the
it is probable that the temporary differences provision due to the passage of time is
will not reverse in the foreseeable future. recognised as a finance cost.
80
ii. Contingent liabilities discounting that amount and deducting the fair
A disclosure for contingent liabilities is made value of any plan assets.
where there is a possible obligation or a present The calculation of defined benefit obligation is
obligation that may probably not require an performed annually by a qualified actuary
outflow of resources. When there is a possible using the projected unit credit method. When
or a present obligation where the likelihood of the calculation results in a potential asset for
outflow of resources is remote, no provision or the Company, the recognised asset is limited
disclosure is made. to the present value of economic benefits
iii. Onerous Contracts available in the form of any future refunds from
the plan or reductions in future contributions to
Provision for onerous contracts i.e. contracts
the plan (‘the asset ceiling’). In order to
where the expected unavoidable cost of
calculate the present value of economic
meeting the obligations under the contract
benefits, consideration is given to any minimum
exceed the economic benefits expected to be
funding requirements.
received under it, are recognised when it is
probable that an outflow of resources Remeasurements of the net defined benefit
embodying economic benefits will be liability, which comprise actuarial gains and
recognised to settle a present obligation as a losses, the return on plan assets (excluding
result of an obligating event based on the interest) and the effect of the asset ceiling (if
reliable estimate of such an obligation. any, excluding interest), are recognised in OCI.
The Company determines the net interest
(k) Employee benefits
expense (income) on the net defined benefit
i. Short-term employee benefits liability (asset) for the period by applying the
All employee benefits falling due wholly within discount rate used to measure the defined
twelve months of rendering the services are benefit obligation at the beginning of the
classified as short-term employee benefits, annual period to the then-net defined benefit
which include benefits like salaries, wages, short- liability (asset), taking into account any changes
ter m compensated absences and in the net defined benefit liability (asset) during
performance incentives and are recognised as the period as a result of contributions and
expenses in the period in which the employee benefit payments. Net interest expense and
renders the related service. other expenses related to defined benefit plans
are recognised in the statement of profit and
ii. Post-employment benefits
loss.
Defined contribution plans
When the benefits of a plan are changed or
A defined contribution plan is a post- when a plan is curtailed, the resulting change
employment benefit plan under which an entity in benefit that relates to past service (‘past
pays fixed contributions into a separate entity service cost’ or ‘past service gain’) or the gain
and will have no legal or constructive obligation or loss on curtailment is recognised immediately
to pay further amounts. Obligations for in the statement of profit and loss. The Company
contributions to defined contribution plans are recognises gains and losses on the settlement
recognised as an employee benefit expense of a defined benefit plan when the settlement
in the statement of profit and loss in the periods occurs.
during which the related services are rendered
iii. Other long-term employee benefits
by employees.
All employee benefits (other than post-
Defined benefit plans
employment benefits and termination benefits)
A defined benefit plan is a post-employment which do not fall due wholly within twelve
benefit plan other than a defined contribution months after the end of the period in which the
plan. The Company’s net obligation in respect employees render the related services are
of defined benefit plans is calculated determined based on actuarial valuation or
separately for each plan by estimating the discounted present value method carried out
amount of future benefit that employees have at each balance sheet date. The expected cost
earned in the current and prior periods,
81
of accumulating compensated absences is Diluted earnings per share is computed by

determined by actuarial valuation performed dividing the net profit by the weighted average
by an independent actuary as at 31st March number of equity shares considered for deriving
every year using projected unit credit method basic earnings per share and also the weighted
on the additional amount expected to be paid average number of equity shares that could
/ availed as a result of the unused entitlement have been issued upon conversion of all dilutive
that has accumulated at the balance sheet potential equity shares. Dilutive potential equity
date. Expense on non-accumulating shares are deemed converted as of the
compensated absences is recognised in the beginning of the year, unless issued at a later
period in which the absences occur. date. In computing diluted earnings per share,
iv. Voluntary retirement scheme benefits only potential equity shares that are dilutive and
that either reduces earnings per share or
Voluntary retirement scheme benefits are
increases loss per share are included. The
recognised as an expense in the year they are
number of shares and potentially dilutive equity
incurred.
shares are adjusted retrospectively for all
(l) Share-based payments periods presented for the share splits. Treasury
The grant date fair value of equity settled share- shares are excluded for the purpose of
based payment awards granted to employees calculating basic and diluted earnings per
is recognised as an employee expense, with a share.
corresponding increase in other equity, over the (o) Cash flow statement
vesting period. The amount recognised as
Cash flows are reported using indirect method,
expense is based on the estimate of the number
whereby net profits before tax is adjusted for
of awards for which the related service and
the effects of transactions of a non-cash nature
non-market vesting conditions are expected to
and any deferrals or accruals of past or future
be met, such that the amount ultimately
cash receipts or payments and items of income
recognised as an expense is based on the
and expenses associated with investing and
number of awards that do meet the related
financing activities. The cash flows from regular
service and non-market vesting conditions at
revenue generating (operating activities),
the vesting date. The Company has availed
investing and financing activities of the
exemption given under Ind AS 101 and has not
Company are segregated.
applied the fair value to the equity instruments
that were vested before the date of transition (p) Borrowing costs
to Ind AS i.e. 1 April 2016. Borrowing costs directly attributable to the
(m) Cash and cash equivalents acquisition or construction of those property,
plant and equipment which necessarily take a
For the purpose of presentation in the statement
substantial period of time to get ready for their
of cash flows, cash and cash equivalents
intended use are capitalised. All other
include cash on hand, demand deposit with
borrowing costs are expensed in the period in
bank, other short-term, highly liquid investments
which they are incurred in the statement of
with original maturities of three months or less,
profit and loss.
that are readily convertible to known amounts
of cash and which are subject to an insignificant (q) Treasury Shares
risk of change in value, and bank overdrafts. The Company has created an Employee
Bank overdrafts are shown within borrowings Welfare Trust – Agro Tech ESOP Trust (‘ATET’) for
under current liabilities as on Balance Sheet implementation of the schemes that are
date. notified or may be notified from time to time by
(n) Earnings per share the Company under the plan, providing share
based payment to its employees. ATET
Basic Earnings Per Share ('EPS') is computed by
purchases shares of the Company out of funds
dividing the net profit attributable to the equity
borrowed from the Company. The Company
shareholders by the weighted average number
treats ATET as its extension and shares held by
of equity shares outstanding during the year.
82
ATET are treated as treasury shares. Own equity structured to increase in line with expected
instruments (treasury shares) are recognised at general inflation to compensate for the lessor’s
cost and deducted from equity. Profit on sale expected inflationary cost increases and
of treasury shares by ATET trust is recognised in recognised assets and liabilities only to the
ATET reserve. extent that there was a timing difference
(r) Recent accounting pronouncements between actual lease payments and the
expense recognised.
Ind AS issued but not yet effective:
In addition, the Company will no longer
On 30 March 2019, the Ministry of Corporate
recognise provisions for operating leases that it
Affairs ("MCA") vide the Companies (Indian
assesses to be onerous as described in Note
Accounting Standards) Amendment Rules, 2018
3(d). Instead, the Company will include the
has notified the following new and
payments due under the lease in its lease liability
amendments to Ind ASs which the Company
and apply Ind AS 36, Impairment of Assets to
has not applied as they are effective for periods
determine whether the right-of-use asset is
beginning on or after 1 April 2019.
impaired and to account for any impairment.
(1) Ind AS 116 - Leases
Transition
The Company is required to adopt Ind AS 116,
The Company plans to apply Ind AS 116 initially
Leases from 1 April 2019. Ind AS 116 introduces
on 1 April 2019, using the modified retrospective
a single, on-balance sheet lease accounting
approach. Therefore, the cumulative effect of
model for lessees. A lessee recognises a right-
adopting Ind AS 116 will be recognised as an
of-use asset representing its right to use the
adjustment to the opening balance of retained
underlying asset and a lease liability
earnings at 1 April 2019, with no restatement of
representing its obligation to make lease
comparative information.
payments. There are recognition exemptions for
short-term leases and leases of low-value items. The Company plans to apply the practical
Lessor accounting remains similar to the current expedient to grandfather the definition of a
standard – i.e. lessors continue to classify leases lease on transition. This means that it will apply
as finance or operating leases. It replaces Ind AS 116 to all contracts entered into before
existing leases guidance, Ind AS 17, Leases. 1 April 2019 and identified as leases in
accordance with Ind AS 17.
The Company has completed an initial
assessment of the potential impact on its (2) Ind AS 12 Income-taxes (amendments
standalone financial statements but has not yet relating to income tax consequences of
completed its detailed assessment. The dividend and uncertainty over income-tax
quantitative impact of adoption of Ind AS 116 treatments)
on the standalone financial statements in the The amendment relating to income-tax
period of initial application is not reasonably consequences of dividend clarify that an entity
estimable as at present. shall recognise the income tax consequences
Leases in which the Company is a lessee of dividends in the statement of profit and loss,
other comprehensive income or equity
The Company will recognise new assets and
according to where the entity originally
liabilities (if any) for its operating leases of
recognised those past transactions or events.
warehouses and offices facilities (see Note 32).
The Company does not expect any significant
The nature of expenses related to those leases
impact from this pronouncement. It is relevant
will now change because the Company will
to note that the amendment does not amend
recognise a depreciation charge for right-of-
situations where the entity pays a tax on
use assets and interest expense on lease
dividend which is effectively a portion of
liabilities.
dividends paid to taxation authorities on behalf
Previously, the Company recognised operating of shareholders. Such amount paid or payable
lease expense on a straight-line basis over the to taxation authorities continues to be charged
term of the lease unless the payments are
83
to equity as part of dividend, in accordance the net interest for the period after the re-
with Ind AS 12. measurement are deter mined using the
The amendment to Appendix C of Ind AS 12 assumptions used for the re-measurement. In
specifies that the amendment is to be applied addition, amendments have been included to
to the determination of taxable profit (tax loss), clarify the effect of a plan amendment,
tax bases, unused tax losses, unused tax credits curtailment or settlement on the requirements
and tax rates, when there is uncertainty over regarding the asset ceiling. The Company does
income tax treatments under Ind AS 12. It not expect this amendment to have any
outlines the following: (1) the entity has to use significant impact on its financial statements.
judgement, to determine whether each tax (5) Ind AS 23 – Borrowing Costs
treatment should be considered separately or
The amendments clarify that if any specific
whether some can be considered together. The
borrowing remains outstanding after the related
decision should be based on the approach
asset is ready for its intended use or sale, that
which provides better predictions of the
borrowing becomes part of the funds that an
resolution of the uncertainty (2) the entity is to
entity borrows generally when calculating the
assume that the taxation authority will have full
capitalisation rate on general borrowings. The
knowledge of all relevant information while
Company does not expect this amendment to
examining any amount (3) entity has to consider
have any significant impact on its financial
the probability of the relevant taxation authority
statements.
accepting the tax treatment and the
determination of taxable profit (tax loss), tax (6) Ind AS 28 – Long-term Interests in Associates
bases, unused tax losses, unused tax credits and and Joint Ventures
tax rates would depend upon the probability. The amendments clarify that an entity applies
The Company does not expect any significant Ind AS 109 Financial Instruments, to long-term
impact of the amendment on its standalone interests in an associate or joint venture that
financial statements. form part of the net investment in the associate
(3) Ind AS 109 – Prepayment Features with or joint venture but to which the equity method
Negative Compensation is not applied. The Company does not currently
have any long-term interests in associates and
The amendments relate to the existing
joint ventures.
requirements in Ind AS 109 regarding
termination rights in order to allow measurement (7) Ind AS 103 – Business Combinations and Ind
at amortised cost (or, depending on the AS 111 – Joint Arrangements
business model, at fair value through other The amendments to Ind AS 103 relating to re-
comprehensive income) even in the case of measurement clarify that when an entity
negative compensation payments. The obtains control of a business that is a joint
Company does not expect this amendment to operation, it re-measures previously held
have any significant impact on its financial interests in that business. The amendments to
statements. Ind AS 111 clarify that when an entity obtains
(4) Ind AS 19 – Plan Amendment, Curtailment joint control of a business that is a joint
or Settlement operation, the entity does not re-measure
previously held interests in that business. The
The amendments clarify that if a plan
Company does not currently have any interests
amendment, curtailment or settlement occurs,
in joint ventures.
it is mandatory that the current service cost and
84
Note 4 - Property, plant and equipment and capital work-in-progress
Reconciliation of carrying amount (` in millions except for share data or otherwise stated)
Gross carrying amount Net carrying

Accumulated depreciation
amount
As at Additions Disposals As at As at Depre- Disposals As at As at
Description 1 April (refer note 31 March 1 April ciation for the (refer 31 March 31 March
2018 34) 2019 2018 year note 34) 2019 2019
Freehold land 97.29 - 4.46 92.83 - - - - 92.83
Buildings 588.35 29.53 51.30 566.58 37.45 21.69 4.26 54.88 511.70
Roads 39.27 0.26 0.79 38.74 8.00 4.55 0.61 11.94 26.80
Plant and equipment 793.89 201.47 164.84 830.52 101.57 55.75 22.47 134.85 695.67
Laboratory equipment 20.51 1.23 0.85 20.89 5.81 2.95 0.26 8.50 12.39
Furniture and fixtures 78.69 9.95 12.17 76.47 17.71 8.89 2.85 23.75 52.72
Office equipment 35.82 2.92 9.81 28.93 17.24 6.94 5.64 18.54 10.39
Electrical equipment 99.16 8.46 18.47 89.15 24.98 12.48 5.43 32.03 57.12
Computer and data Process 109.84 3.39 3.14 110.09 53.67 22.71 1.90 74.48 35.61
Leasehold improvements - buildings 9.48 - - 9.48 3.88 1.94 - 5.82 3.66
Leasehold improvements - electrical equipment 3.99 0.23 0.09 4.13 2.60 1.27 0.07 3.80 0.33
Leasehold improvements - furniture and fittings 8.42 0.41 0.01 8.82 5.09 2.44 0.03 7.50 1.32
Total 1,884.71 257.85 265.93 1,876.63 278.01 141.61 43.52 376.09 1,500.54
Add: Capital work-in-progress 119.88
Grand Total 1,620.42
85
amount
As at Additions Disposals As at As at Depreciation Dis As at As at
Description 1 April 31 March 1 April for the year posals 31 March 31 March
2017 2018 2017 2018 2018
Freehold land 97.29 - - 97.29 - - - - 97.29

Buildings 577.09 11.26 - 588.35 15.79 21.66 - 37.45 550.90
Roads 38.66 0.61 - 39.27 3.40 4.60 - 8.00 31.27
Plant and equipment 676.28 117.61 - 793.89 48.68 52.89 - 101.57 692.32
Laboratory equipment 20.08 0.44 0.01 20.51 2.89 2.92 - 5.81 14.70
Furniture and fixtures 75.56 3.13 - 78.69 8.63 9.08 - 17.71 60.98
Office equipment 32.28 3.56 0.02 35.82 8.82 8.42 - 17.24 18.58
Electrical equipment 91.05 8.11 - 99.16 12.08 12.90 - 24.98 74.18
Computer and data Process 106.97 3.94 1.07 109.84 28.17 25.50 - 53.67 56.17
Leasehold improvements - buildings 9.48 - - 9.48 1.94 1.94 - 3.88 5.60
Leasehold improvements - electrical equipment 3.99 - - 3.99 1.30 1.30 - 2.60 1.39
Leasehold improvements - furniture and fittings 8.42 - - 8.42 2.54 2.55 - 5.09 3.33
Total 1,737.15 148.66 1.10 1,884.71 134.24 143.76 - 278.01 1,606.71
Note: (a) Refer note 31 for disclosure of contractual commitments for acquisitions of property, plant and equipment.
Note 5 - Intangible assets
Gross carrying amount Accumulated amortisation Net Carrying

amount
As at Additions Disposals As at As at Amortisa- Disposals As at As at
Description 1 April 31 March 1 April tion for the 31 March 31 March
2018 2019 2018 year 2019 2019
Trademarks (Refer note "a" below) 122.16 - - 122.16 - - - - 122.16
Computer software 179.72 - - 179.72 61.83 26.12 - 87.95 91.77
Total 301.88 - - 301.88 61.83 26.12 - 87.95 213.93
Gross carrying amount Net Carrying

Accumulated amortisation
amount
2017 2018 2017 year 2018 2018

86
Total 301.88 - - 301.88 30.87 30.96 - 61.83 240.05
Note:
(a) Trademarks represent the purchase consideration paid for the brand viz 'Sundrop'. As estimated by the Management, this trademark has an indefinite useful life.
Hence, the same is not amortised as per Ind AS 36 "Impairment of Assets" and only tested for impairment. Also refer note 33.
Note 6 - Non-current investments

Face value No. of shares Amount
Particulars per share As at As at As at As at
31 March 2019 31 March 2018 31 March 2019 31 March 2018
Investments in subsidiaries
Investment in equity instruments
Carried at cost less provision for other than temporary impairment
Unquoted
Investments in wholly owned subsidiaries (fully paid up)
Sundrop Foods India Private Limited ` 10 each 2,000,000 2,000,000 20.00 20.00
Agro Tech Foods (Bangladesh) Pvt. Ltd* BDT 10 each 16,000,000 15,000,000 124.39 116.01
Sundrop Foods Lanka (Private) Limited LKR 10 each 5,000,000 5,000,000 23.95 23.95
168.34 159.96
Aggregate value of unquoted non-current investments 168.34 159.96
Aggregate provision for impairment in value of non-current investments - -
*Includes share application money pending for allotment ` 8.38 (31 March 2018: Nil) towards 1,000,000 equity shares (31 March 2018: Nil) of BDT 10 each.

As at As at
Note 7 - Non-current loans receivables

Security deposits
Unsecured, considered good 28.26 43.19
Less: Allowance for doubtful deposits (0.56) (0.56)
27.70 42.63
Note 8 - Other non-current assets
Unsecured
Considered good:
Capital advances 88.28 41.53
Advances other than capital advances
Advances with Government, public bodies and others 99.46 107.44
Other advances 17.59 17.59
Prepaid rent 71.73 63.20
Income-tax assets (net)* 89.35 81.89
Considered doubtful:
Advances with Government and public bodies 6.12 6.12
Less: Allowance for doubtful advances (28.74) (28.74)
366.41 311.65
*Also refer note 30.
Note 9 - Inventories^
Raw materials 352.81 468.99
Goods-in-transit-raw materials 12.39 3.37
Packing materials 86.94 83.85
Goods-in-transit-packing materials 7.63 9.12
Finished goods 346.30 345.89
Goods-in-transit-finished goods 27.09 25.00
Stock-in-trade 4.69 5.88
837.85 942.10
^ Refer note 3(e) for method of valuation for inventories.
The write down (reversal) of inventories to net realisable value during the year amounted to ` 0.30 (31 March
2018: ` 7.21). The write down is included in cost of materials consumed or changes in inventories of finished
goods and stock-in trade.
Note 10 - Current investments

Investments in mutual funds - quoted (carried at fair value through profit and loss (FVTPL)) 350.66 -
350.66 -
Aggregate book value/ market value of quoted current investments 350.66 -
Aggregate provision for impairment in value of current investments - -
Information about the Company's exposure to price risks and fair value measurement, are included in
Note 44.
87

As at As at
Note 11 - Trade receivables

Less: Provision for impairment (56.25) (51.29)
808.86 499.36
Information about the Company’s exposure to credit and currency risk, loss allowances related to trade
receivables are disclosed in Note 44.
Note 12 - Cash and bank balances

Cash and cash equivalents:
Balances with banks - in current accounts 31.75 22.52
Fixed deposits - 46.19
32.35 70.15
Other bank balances:
Unpaid dividend accounts 3.45 3.26
Fixed deposits* 0.87 218.60
4.32 221.86
* Includes margin money deposits ` 0.87 (31 March 2018 ` 0.60).
Note 13 - Other financial assets

Insurance claims receivables (refer note 34) 144.09 -
Interest accrued - 2.21
Other receivable 1.17 14.05
145.26 16.26
Note 14 - Other current assets

Unsecured, considered good
Other receivables* 0.26 0.81
Unsecured, considered doubtful
Less: Provision for doubtful advances (11.70) (11.70)
155.09 143.09
* Includes receivable from related party as disclosed under note 38.
88

Note 15 - Share capital
As at As at
Authorised
Equity shares
25,000,000 (31 March 2018: 25,000,000), 250.00 250.00
equity shares of ` 10 each par value
Preference shares
1,000,000 (31 March 2018: 1,000,000), cumulative 100.00 100.00
redeemable preference shares, of ` 100 each par value
350.00 350.00
Issued
Equity shares
24,372,139 (31 March 2018: 24,372,139), 243.72 243.72
equity shares of ` 10 each par value
243.72 243.72
Subscribed and fully paid-up

Equity shares fully paid
24,369,264 (31 March 2018: 24,369,264), 243.69 243.69
equity shares of ` 10 each fully paid up
243.69 243.69
Rights, preferences and restrictions attached to the equity shares:
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to
dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as
declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are
in proportion to their share of the paid-up equity capital of the Company. Voting rights cannot be exercised
in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay
any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the
holders of equity shares will be entitled to receive the residual assets of the company, remaining after
distribution of all preferential amounts in proportion to the number of equity shares held.
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including
shares held by subsidiaries or associates of the holding company or the ultimate holding company in
aggregate :
As at As at
Number Amount in Number Amount in
of shares ` millions of shares ` millions
Holding company
CAG Tech (Mauritius) Limited* 12,616,619 126.17 12,616,619 126.17
12,616,619 126.17 12,616,619 126.17
89

(b) Details of shareholders holding more than 5% of total number of equity shares:
As at As at
Number % Number %
of shares holding of shares holding
* CAG Tech (Mauritius) Limited is the holding company and is an indirect subsidiary of Conagra Brands Inc.
(formerly known as ConAgra Foods Inc.) (ultimate holding company).
(c) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
As at As at
Balance at the beginning of the reporting year 24,369,264 243.69 24,369,264 243.69
Shares issued during the year - - - -
Balance at the end of the reporting year 24,369,264 243.69 24,369,264 243.69
(d) During the five previous financial years ended 31 March 2019, no shares have been bought back, issued
for consideration other than cash and no bonus shares have been issued.
(e) Share based payments
The Company instituted the "Agro Tech Foods Limited Employee Stock Option Plan' ("Plan") to grant equity
based incentives to its eligible employees. The Company has established a trust called the Agro Tech ESOP
Trust ("Trust") to implement the Plan. The Company has given advance to the Trust for purchase of the
Company’s shares and advance outstanding as at 31 March 2019 is ` 402.28 (` 502.38 as at 31 March 2018).
Under the plan a maximum of 23,436,926 options will be granted to the eligible employees. All these options
are planned to be settled in equity at the time of exercise at the option of the employee. These options have
an exercise price of ` 561.00, ` 597.55 and ` 589.75 per share granted during the years ended 31 March 2014,
31 March 2015 and 31 March 2016 respectively and vests on a graded basis as follows:
Vesting period from the grant date Vesting schedule
On completion of 12 months 25%
Stock option activity under the plan was as follows:
Movement in the options under the scheme as below :
Options outstanding at the beginning of the year 804,987 972,140
Options granted during the year - -
Options exercised during the year (6,799) (115,125)
Options forfeited during the year (6,261) (52,028)
Shares under option at the end of the year 791,927 804,987
Fair value Measurement:
The fair value of the employee share based payment is determined using the Black Scholes model on the
date of grant. No new grants have been issued during the year ended 31 March 2019 and 31 March 2018.
90

Note 16 - Other equity
General Securities Retained Treasury Share options Agro Tech Total
Particulars reserve premium earnings Shares outstanding ESOP Trust
account (ATET)
reserve
Balance as at 1 April 2017 127.05 721.29 2,374.86 (571.33) 163.26 2.40 2817.53
Additions:
Remeasurement of the net defined - - (0.03) - - - (0.03)
benefit obligation, net of tax effect
Sale of treasury shares by the Trust - - - 58.51 - - 58.51
Profit on sale of treasury shares by the Trust - - - - - 6.77 6.77
Net profit after tax transferred from - - 316.48 - - - 316.48
the statement of profit and loss
Employee share based payment - - - - 14.15 - 14.15
(Refer note 15(e))
144.42 721.29 2,691.31 (512.82) 160.04 9.17 3,213.41
Deductions:
Dividends - - 46.49 - - - 46.49
Tax on dividend - - 9.92 - - - 9.92
Balance as at 31 March 2018 144.42 721.29 2,634.90 (512.82) 160.04 9.17 3,157.00
Balance as at 1 April 2018 144.42 721.29 2,634.90 (512.82) 160.04 9.17 3,157.00
Additions:
Remeasurement of the net defined - - (0.50) - - - (0.50)
Sale of treasury shares by the Trust - - - 75.75 - - 75.75
Profit on sale of treasury shares by the Trust - - - - - 8.90 8.90
Net profit after tax transferred from
the statement of profit and loss - - 339.07 - - - 339.07
Employee share based payment - - - - 4.80 - 4.80
(Refer note 15(e))
145.75 721.29 2,973.47 (437.07) 163.51 18.07 3,585.02
Deductions:
Dividends - - 58.42 - - - 58.42
Tax on dividend - - 12.52 - - - 12.52
Balance as at 31 March 2019 145.75 721.29 2,902.53 (437.07) 163.51 18.07 3,514.08
Nature and purpose of other reserves

General Reserve
General reserve is used from time to time to transfer profit from reserves, for appropriation purposes.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance
with the provisions of the Act.
Agro Tech ESOP Trust (ATET) reserve
Profit on sale of treasury shares by Agro Tech ESOP Trust is recognised in ATET reserve.
91

Dividends
The following dividends were declared and paid by the Company during the year.
31 March 2019 31 March 2018
` 2.50 per equity share (31 March 2018: ` 2) to equity shareholders 58.42 46.49
Dividend distribution tax (DDT) on dividend 12.52 9.92
70.94 56.41
After the reporting dates dividend of ` 2.50 (31 March 2018: ` 2.50) per equity share were proposed by the Directors
subject to the approval at the annual general meeting; the dividends have not been recognised as liabilities.
Dividends would attract dividend distribution tax when declared or paid.
As at As at
Note 17 - Non-current provisions

Provision for employee benefits
Compensated absences 13.52 12.66
13.52 12.66
Note 18 - Trade payables
Total outstanding dues of micro enterprises and small enterprises 44.38 57.71
(Refer note below)
Total outstanding dues of creditors other than micro enterprises 643.65 637.51
and small enterprises*
688.03 695.22
Note:
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August
2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with
its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum.
Accordingly, the disclosure in respect of the amounts payable to such enterprises as at reporting date has
been made in the standalone financial statements based on information received and available with the
Company and has been relied upon by the auditors.
Further, in the view of the Management, the impact of interest, if any, that may be payable in accordance
with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (''the MSMED Act'') is
not expected to be material. The Company has not received any claim for interest from any supplier under
the said Act.
Disclosure required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
As at As at
The principal amount and the interest due thereon remaining unpaid
to any supplier as at the end of the year:
- Principal 44.38 57.71
- Interest - -
The amount of interest paid by the Company in terms of Section 16 of the
MSMED Act, 2006 along with the amount of the payment made to
the supplier beyond the appointed date during the year. - -
92

As at As at
Particulars
31 March 2019 31 March 2018
The amount of the payments made to micro and small suppliers
beyond the appointed day during each accounting year. - -
The amount of interest due and payable for the period of delay in making
payment (which has been paid but beyond the appointed day during
the year) but without adding the interest specified under the MSMED Act, 2006. - -
The amount of interest accrued and remaining unpaid at the end of - -
each accounting year.
The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
small enterprise for the purposes of disallowance as a deductible expenditure under
the MSMED Act, 2006. - -
* Includes payables to related parties as disclosed under note 38.
Information about Company's exposure to currency and liquidity risks related to the trade payables are
included in note 44.
Note 19 - Other financial liabilities
Payables for purchase of property, plant and equipment 2.61 7.36
Unclaimed dividends* 3.45 3.26
Payroll related liabilities 38.90 35.36
Other liabilities 6.35 7.80
51.31 53.78
* Investor education and protection fund shall be credited when due.
Information about Company's exposure to currency and liquidity risks related to the above financial liabilities
are included in note 44.
Note 20 - Other current liabilities
Advance from customers 14.77 17.23

Statutory liabilities (including provident fund, tax deducted at source and others) 15.06 14.48
Current tax liabilities, (net) 5.26 5.26
35.09 36.97
Note 21 -Provisions
Provision for employee benefits:
Gratuity (Refer note 42) 6.38 5.22
Others:
Provision for indirect tax matters 41.88 55.49
53.74 66.28
Movement of provision for indirect tax matters
Opening balance 55.49 57.68
Provision created / (utlised / reversed), net (13.61) (2.19)
Closing balance 41.88 55.49
93

Particulars
31 March 2019 31 March 2018
Note 22 - Revenue from operations
Sale of products* 8,230.56 8,106.31
Other operating revenues 4.78 10.99
8,235.34 8,117.30
* The Company disaggregates revenue from contracts with customers by the geography. Disaggregation of
revenue by the geography is not an operating segment as disclosed in note 37.
Location
India 8,194.53 8,081.40
Outside India 36.03 24.91
Total 8,230.56 8,106.31
Geographical revenue is allocated based on the location of the customers.
Gross to net revenue disclosure
Revenue at contracted price 8,658.06 8,439.87
Less : Trade allowances and rebates 427.50 333.56
Net revenue recognised during the year 8,230.56 8,106.31
Note 23 - Other income

Gain on sale of investments in mutual funds 27.53 2.29
Fair value gain on financial assets measured at fair value through profit and loss 0.66 -
Interest income 9.58 6.50
37.77 8.79
Note 24 - Cost of materials consumed
Opening stock
Add: Purchases
Raw materials 3,499.34 3,314.50
Less: Closing stock
4,195.15 4,135.30
Note 25 - Purchase of stock-in-trade
Stock-in-trade 1,426.25 1,281.83
1,426.25 1,281.83
Note 26 - Changes in inventories of finished goods and stock-in-trade
Opening inventory:
Closing inventory:
Inecrease in inventory (1.31) (27.24)
94

Particulars
31 March 2019 31 March 2018
Note 27 - Employee benefit expenses
Salaries, wages and bonus 403.79 391.51
Contribution to provident and other funds (Refer note 42) 34.06 31.60
Employee share based payment expense 4.80 14.15
Staff welfare expenses 13.92 12.95
456.57 450.21
Note 28 - Finance costs
Interest expense 0.94 2.53
0.94 2.53
Note 29 - Other expenses
Consumption of stores and spares 23.99 20.20
Excise duty - 7.21
Power and fuel 60.29 46.02
Processing charges 81.36 60.79
Rent (Refer note 32) 234.55 242.21
Rates and taxes 23.97 25.29
Repairs and maintenance:
- Machinery 6.04 7.62
- Buildings 0.28 0.18
- Others 21.32 21.80
Insurance 10.31 11.56
Printing and stationery 2.93 2.83
Software expenses 22.92 24.25
Communication expenses 19.15 21.67
Travelling expenses 65.88 67.17
Auditors' remuneration (Refer note 35) 7.06 5.89
Outward freight 366.62 323.44
Brokerage/ commission 38.61 45.60
Distribution expenses 238.08 218.28
Legal and professional charges 69.06 77.77
Advertisement and sales promotion 143.66 324.21
Royalty 26.97 24.90
Provision for doubtful debts 4.96 -
Loss on foreign currency transactions, net 1.48 0.71
Bank charges 0.82 0.81
Miscellaneous expenses 40.58 38.67
1,512.78 1,619.41
Note 30 - Income-tax
(a) Amounts recognised in the statement of profit and loss
Tax expense for the year
Current tax 179.87 169.79
Current tax in respect of earlier years 1.60 -
181.47 169.79
Deferred tax charge 0.98 3.06
Deferred tax (credit) in respect of earlier years (6.52) -
175.93 172.85
95


Particulars
31 March 2019 31 March 2018
(b) Amounts recognised in other comprehensive income
Current tax (0.27) (0.01)
(0.27) (0.01)
(c) Reconciliation of effective tax rate
Tax using the Company’s domestic tax rate @ 34.944% (2018 @ 34.608%) 179.96 169.35
Tax effect of:
Employee share based payment expense - 4.90
Adjustment of tax relating to the earlier years (4.92) -
Weighted deduction on research and development expenditure (2.36) (2.66)
Others 3.25 1.26
175.93 172.85
(d) Recognised deferred tax assets and liabilities :
Particulars Deferred tax Deferred tax Deferred tax

assets liabilities (liabilities)/ Asset, net
As at As at As at As at As at As at
31 March 31 March 31 March 31 March 31 March 31 March
2019 2018 2019 2018 2019 2018
On provision for doubtful advances, 30.82 28.81 - - 30.82 28.81
trade receivables and other assets
On expenditure allowed on payment basis 12.48 12.09 - - 12.48 12.09
Property, plant and equipment - - 175.09 171.84 (175.09) (171.84)
Other items 0.06 - - 6.33 0.06 (6.33)
43.36 40.90 175.09 178.17 (131.73) (137.27)
(e) Movement in temporary differences
Particulars As at Recognised Recognised Utilisation As at

1 April in statement in OCI of MAT 31 March
2018 of profit and 2019
loss
On provision for doubtful advances,
trade receivables and other assets 28.81 2.01 - - 30.82
On expenditure allowed on payment basis 12.09 0.39 - - 12.48
Property, plant and equipment (171.84) (3.25) - - (175.09)
Other items (6.33) 6.39 - - 0.06
(137.27) 5.54 - - (131.73)
96

(e) Movement in temporary differences (continued)
Particulars As at Recognised in Recognised Utilisation As at

1 April statement of in OCI of MAT 31 March
2017 profit and loss 2018
On provision for doubtful advances,
trade receivables and other assets 29.02 (0.21) - - 28.81
On expenditure allowed on payment basis 13.74 (1.65) - - 12.09
Other items (6.33) - - - (6.33)
MAT credit entitlement 20.28 - - (20.28) -
(113.92) (3.06) - (20.28) (137.27)
(f) The following table provides the details of income-tax assets net and current tax liabilities (net):
As at As at
Particulars
31 March 2019 31 March 2018
Income-tax assets, (net) 89.35 81.89

84.09 76.63
Note 31 Contingent liabilities and commitments

As at As at
Particulars
31 March 2019 31 March 2018
Estimated amount of contracts remaining to be 337.47 23.44

executed on capital account and not provided for
(net of capital advances)
Contingent liabilities:
Claims against the Company not acknowledged as
debts in respect of :
- Indirect tax and direct tax matters, under dispute 264.13 296.37
- Other matters, under dispute 0.50 0.50
(a) Also refer note 43

(b) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of
business including litigation before various tax authorities. The amounts included above represent the best
possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements
are dependent on the outcome of the different legal processes which have been invoked by the Company or
the claimants as the case may be and therefore cannot be predicted accurately. The Company engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions
against such dispute. The Company's Management does not reasonably expect that these legal actions,
when ultimately concluded and determined, will have a material and adverse effect on the Company's results
of operations or financial conditions. The Company has accrued appropriate provision wherever required.
Note 32 - Operating leases
(i) The Company leases warehouses and office facilities under cancellable and non-cancellable operating
lease agreements. Total rental expense under cancellable operating lease was ` 46.12 (31 March 2018 :`
49.99) and under non-cancellable portion was ` 26.42 ( 31 March 2018: ` 24.54) inclusive of maintenance and
other charges, which has been disclosed as rent.
97

(ii) The Company has certain cancellable arrangements with contract packers (which conveys a right to use
an asset in return for a payment or a series of payment) identified to be in the nature of lease and have been
classified as operating lease arrangements. Rental expenses of ` 162.01 (31 March 2018: ` 167.68) in respect of
obligation under operating leases have been recognised in the statement of profit and loss. Management has
concluded that it is impracticable to separate lease and non-lease payment. The lease payment disclosed in
this note also includes non-lease payments.
Future minimum lease payments
The future minimum lease payments to be made under non-cancellable operating lease are as under:
As at As at
Particulars
31 March 2019 31 March 2018
Due within one year 30.06 10.81
Due later than one year and not later than five years 133.45 27.14
Later than five years 152.90 54.63
316.41 92.58
Note 33 - Intangible assets - Trademarks
Trademarks represent the purchase consideration paid for brand viz. "Sundrop". Sundrop brand has an indefi-
nite useful life is measured at cost and are not subject to amortisation, but tested for impairment annually or
more frequently if events or changes in circumstances indicate that it might be impaired. On the balance
sheet date, the Management reassesses the value of brand through an independent valuer to ensure that
the recoverable amount of the asset is not lower than its carrying amount. Key assumptions used in the estima-
tion of the recoverable amount are set out below :
As at As at
Particulars
31 March 2019 31 March 2018
Pre tax discount rate 25.40% 25.60%
Terminal growth rate 1.00% 1.00%
The Management believes that any reasonable possible change in the key assumptions that would not
cause the carrying amount to exceed the recoverable amount of the asset.
Note 34 - Exceptional items
On 04 November 2018, a fire broke out at one of the manufacturing facilities of the Company which caused
damage to the Company’s property, plant, equipment and inventories. The Company lodged claim with the
insurance company for losses suffered which is under survey by the insurance company. The Company has
recorded a loss of ` 251.76 arising from such incident for the year ended 31 March 2019. Further, the Company
has also recognised a minimum insurance claim receivable for equivalent amounts and has been disclosed
under note 13 in these standalone financial statements. The aforementioned losses and the corresponding
credit arising from insurance claim receivable has been presented on a net basis (` Nil) under Exceptional
items in these standalone financial statements. There are no disputes made by the insurance company against
such claim till the date of these standalone financial statements. The Company has received on account
payments of ` 100 from the insurance company and ` 6.77 from the scrap vendor. The same has been adjusted
with the amount recoverable from the insurance company.
Also, the Company is in the process of determining its final claim for loss of property, plant and equipment and
losses incurred due to interruption of business and has accordingly not recorded any further claim arising
therefrom at this stage.
98

Note 35 - Auditors' remuneration (excluding applicable taxes):
Particulars
31 March 2019 31 March 2018
As Auditor
Statutory audit 3.03 2.76
Tax audit 0.22 0.20
Limited reviews 0.80 0.73
Fees for certifications 1.33 1.21
Others 0.77 0.42
Reimbursement of expenses 0.91 0.57
7.06 5.89
Note 36 - Earnings per equity share ("EPS")
Particulars
31 March 2019 31 March 2018
(a) Net profit attributable to the equity shareholders 339.07 316.48
Weighted average number of equity shares outstanding of
` 10 each during the year
Basic outstanding shares 24,369,264 24,369,264
Less: Weighted average shares held with the Agro Tech ESOP Trust 961,078 1,099,228
(b) Weighted average shares used for computing basic EPS 23,408,186 23,270,036
Add: Dilutive effect of stock options 31,834 3,680
(c) Weighted average shares used for computing diluted EPS 23,440,020 23,273,716
(d) Basic earnings per share (`) (a/b) 14.49 13.60
(e) Diluted earnings per share (`) (a/c) 14.47 13.60
Note 37 - Segmental information
The Chief Operating Decision Maker (CODM) evaluates the Company's performance and allocates resources
based on analysis of various performance indicators by industry classes. The operating segment of the Company
has been identified as "Foods" as the CODM reviews the business performance at an overall Company level as
one segment.
Information about major customers
Revenue from specific customers exceeding 10% of total revenue for the years ended 31 March 2019 and
31 March 2018 are as follows:
Particulars
31 March 2019 31 March 2018
One customer
Amount 1,158.20 1,196.26
Percent 14.07% 14.74%
99

Note 38 - Related parties
Relationships Name of related parties
1. Ultimate holding company Conagra Brands Inc. (formerly known as ConAgra Foods Inc.)
2. Holding company CAG Tech (Mauritius) Limited
3. Subsidiary companies Sundrop Foods India Private Limited

Agro Tech Foods (Bangladesh) Pvt. Ltd.
Sundrop Foods Lanka (Private) Limited
4. Fellow subsidiary company ConAgra Foods Export Company, Inc.
5. Key Management Personnel (KMP)

Managing Director & CEO Mr. Sachin Gopal
Chief Financial Officer Mr. Arijit Datta
Company Secretary Ms. Jyoti Chawla (appointed w.e.f. 26 July 2017)
Independent Directors Lt. Gen.D.B. Singh

Mr. Sanjaya Kulkarni
Mr. Arun Bewoor
Mr. Narendra Ambwani
Ms. Veena Vishindas Gidwani
6. Post-employment benefit trusts Agro Tech Foods Management Staff Gratuity Fund
Agro Tech Foods Non-Management Gratuity Fund
Agro Tech Foods Provident Fund
Agro Tech Foods Superannuation Fund
100

(a) Related party transactions during the year
For the For the

Particulars Relationship year ended year ended
31 March 2019 31 March 2018
Sundrop Foods India Private Limited Subsidiary
Distribution service received from subsidiary 143.80 130.91
Sundrop Foods Lanka (Private) Limited Subsidiary
Sale of materials 0.58 1.46
Agro Tech Foods (Bangladesh) Pvt. Ltd. Subsidiary
Purchase of materials - 0.23
Investment in equity shares application 8.38 -
money (refer note 6)
ConAgra Foods Export Company, Inc. Fellow subsidiary
Purchase of materials 1.04 -
Conagra Brands Inc. Ultimate holding company
(formerly known as ConAgra Foods Inc.)
Royalty 26.96 24.11
Recovery of expenses 0.22 3.27
Income earned on services rendered - 5.55
CAG Tech (Mauritius) Limited Holding company

Dividend (on payment basis) 31.54 25.23
Key Managerial Personnel Compensation Key Management Personnel
Short-term employee benefits* 35.49 33.37
Post-employment defined benefits* 2.01 1.95
Sitting fees and commission to 5.85 6.58
independent directors
Agro Tech Foods Management Staff Gratuity Fund Post-employment benefit trusts
Contribution during the year 5.22 3.52
Agro Tech Foods Provident Fund Post-employment benefit trusts
Agro Tech Foods Superannuation Fund Post-employment benefit trusts
*Remuneration as given above does not include long-term compensated absences benefit accrued, gratuity
benefit accrued and insurance premium since the same are computed for all the employees together and
the amounts attributable to the managerial personnel cannot be ascertained separately. Share-based com-
pensation expense allocable to key management personnel is not included in the remuneration disclosed
above.
101

(b) Related party balances as at balance sheet date
As at As at
Particulars Relationship 31 March 31 March
2019 2018
Receivable from related parties
Sundrop Foods Lanka (Private) Limited Subsidiary 0.26 0.81
Payable to related parties
Agro Tech Foods Management Staff Gratuity Fund Post-employment benefit trusts 6.38 5.22
Agro Tech Foods Provident Fund Post-employment benefit trusts 2.36 1.16
Agro Tech Foods Superannuation Fund Post-employment benefit trusts 0.58 0.56
Sundrop Foods India Private Limited Subsidiary 56.54 47.38
Conagra Brands Inc. Ultimate holding company 3.45 3.33
Key Managerial Personnel Compensation Key Managerial Personnel 7.62 5.69
Independent Directors Independent Directors 2.95 3.20
Note: The above information has been determined to the extent such parties have been identified on the
basis of information available with the Company and relied upon by the auditors
Note 39 - Corporate social responsibility
During the year, the Company has spent ` 4.62 (31 March 2018: `1.64) for Social welfare program called
"Poshan". The program which is designed to address malnourishment amongst children, works with Government
Anganwadi’s and Child Malnourishment Treatment Centers using Peanut Butter which is a rich source of protein
and highly effective to fight malnutrition. The amount includes allocable manufacturing overhead and it
represents about 1.06% (31 March 2018: 0.39%) of last 3 years average profit. This amount is booked under the
head of miscellaneous expenses and charged to the statement of profit and loss.
Gross amount required to be spent by the Company during the year : ` 8.69 (31 March 2018: ` 8.44)
Particulars For the year ended For the year ended

31 March 2019 31 March 2018
Amount spent other than for construction/ acquisition of any asset 4.62 1.64
Amount accrued and not paid - -
4.62 1.64
Note 40 - Research and development expenses
Revenue expenditure on research and development is expensed as incurred. Capital expenditure incurred on
research and development ('R&D') is capitalised as property, plant and equipment and depreciated in ac-
cordance with the depreciation policy of the Company. The details are as below:

31 March 2019 31 March 2018
Capital expenditure 0.12 -
Revenue expenditure 19.14 18.86
19.26 18.86
102

Note 41 - Capital management
The Company's policy is to maintain a stable and strong capital structure with focus on total equity so as to
maintain investors, creditors and market confidence and to sustain future development and growth of its busi-
ness. In order to maintain the capital structure, the Company monitors the return on capital, as well as the level
of dividends of equity share holders. The Company aims to manage its capital efficiently so as to safeguard its
ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of Company's
capital management, capital includes issued capital and all other equity reserves and debt includes short-
term working capital demand loan. The Company does not have any borrowings or loans and it believes that
the working capital is sufficient to meet its current requirements.
Note 42 - Employee Benefits
a) The employee benefit schemes are as under:
i. Provident fund :
All employees of the Company receive benefits under the Provident Fund which is a defined benefit plan
wherein the Company provides the guarantee of a specified return on contribution. The contribution is made
both by the employee and the Company equal to 12% of the employees' salary. These contributions are
made to the Fund administered and managed by the Company's own Trust. (Refer note 43).
ii. Superannuation fund:
The Company has a Defined Contribution Scheme to provide pension to the eligible employees. The Com-
pany makes monthly contributions equal to a specified percentage of the covered employees' salary. These
contributions are administered by Company's own Trust which has subscribed to "Group Superannuation Policy"
of ICICI Prudential Life Insurance Company Limited. The Company's monthly contributions are charged to the
statement of profit and loss.
iii. Gratuity :
In accordance with the 'The Payment of Gratuity Act, 1972' of India, the Company provides for Gratuity, a
Defined Retirement Benefit Scheme (the Gratuity Plan), covering eligible employees. Liabilities with regard to
such Gratuity Plan are determined by an actuarial valuation as at the end of the year and are charged to
statement of profit and loss. The Gratuity Plan is a funded Plan administered by Company's own Trust which has
subscribed to "Group Gratuity Scheme" of ICICI Prudential Life Insurance Company Limited.
iv. Compensated absences :
The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of
the employees at the year end. The value of such leave balances that are eligible for carry forward, is deter-
mined by an actuarial valuation as at the end of the year and is charged to the statement of profit and loss.
103

b) The following table sets out the particulars of the employee benefits as required under the Ind AS 19-."Em-
ployee Benefits".
i) The amounts recognised in the balance sheet and the movements in the defined benefit obligation over the
year for Gratuity are as follows:
31 March 2019 31 March 2018
Particulars
Present Fair value Net Present Fair value Net
value of of plan Liability/ value of of plan Liability/
obligation assets (asset) obligation assets (asset)
Opening balance (A) 52.95 47.73 5.22 51.33 47.81 3.52
Current service cost 5.77 - 5.77 5.26 - 5.26
Interest cost 3.50 - 3.50 3.36 - 3.36
Expected returns - 3.65 (3.65) - 3.44 (3.44)
Total amount recognised in the statement of profit and loss (B) 9.27 3.65 5.62 8.62 3.44 5.18
Remeasurements
Loss/ (gain) from change in financial assumptions 0.72 - 0.72 (1.53) - (1.53)
Experience losses - experience 0.01 - 0.01 1.24 - 1.24
Return on plan assets, greater/ less than discount rate - (0.03) 0.03 - (0.33) 0.33
Total amount recognised in other comprehensive income (C) 0.73 (0.03) 0.76 (0.29) (0.33) 0.04
Contributions (D) - 5.22 (5.22) - 3.52 (3.52)
Benefit paid (E) (3.95) (3.95) - (6.71) (6.71) -
Closing Balance (A+B+C+D+E) 59.01 52.62 6.38 52.95 47.73 5.22
ii) The amounts recognised in the balance sheet and the movements in the defined benefit obligation over the
year for Provident Fund are as follows:
31 March 2019 31 March 2018
Particulars Present Fair value Net Present Fair value Net
value of of plan Liability/ value of of plan Liability/
Opening balance (A) 331.13 347.10 (15.97) 295.17 324.53 (29.36)
Interest cost 25.68 - 25.68 20.38 - 20.38
Total amount to be recognised in the statement of profit and loss (B) 35.88 27.13 8.75 31.44 20.38 11.06
Remeasurements
Actuarial loss/ (gain) experience 2.48 - 2.48 (2.23) - (2.23)
Actuarial gain on plan assets - (7.05) 7.05 - (14.56) 14.56
Total amount to be recognised in other comprehensive income (C) 2.48 (7.05) 9.53 (2.23) (14.56) 12.33
Contributions (D) 24.43 34.63 (10.20) 22.87 32.87 (10.00)
Transfer in (E) 0.47 0.47 - 0.20 0.20 -
Benefits paid (F) (94.13) (94.13) - (16.32) (16.32) -
Closing Balance (A+B+C+D+E+F)** 300.26 308.15 (7.88) 331.13 347.10 (15.97)
** The Company has not recognised an asset amounting to ` 7.88 (31 March 2018: ` 15.97) as there are no future
economic benefits available to the Company in the form of reduction in future contribution or a cash refund.
104

iii) Significant estimates: Actuarial assumptions
The significant actuarial assumptions for defined benefit obligation are as follows:
Gratuity Provident Fund
Particulars
31 March 31 March 31 March 31 March
2019 2018 2019 2018
Discount rate 7.45% 7.65% 7.43% 7.64%
Expected rate of return on plan assets 7.45% 7.65% 8.65% 8.55%
Salary escalation rate 7.00% 7.00% 7.00% 7.00%
Discount rate : The discount rate is based on the prevailing market yields of Indian Government securities as at the
balance sheet date for the estimated term of the obligations.
Expected rate of return on plan assets : This is based on the expectation of the average long-term rate of return
expected on investments of the fund during the estimated term of the obligations.
Salary escalation rate : The estimates of future salary increase considered in the actuarial valuation takes into
account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the
employment market.
iv) Details of plan assets
Particulars
2019 2018 2019 2018
Government of India securities - - 36.20% 31.89%
PSU bonds - - 44.32% 45.88%
Special deposits - - - 3.07%
State Government securities - - 19.48% 19.16%
Fund managed by ICICI Prudential Life 100% 100% - -
Insurance Company Limited*
Total 100% 100% 100% 100%
*The Company makes annual contribution to the ICICI Prudential Life Insurance Company Limited.
v) Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is as follows:
31 March 2019 31 March 2018
Provident Fund
A. Discount rate
a. Discount rate - 100 basis points 306.60 340.11
b. Discount rate +100 basis points 297.28 330.16
B. Interest rate guarantee for planned asset
a. Rate - 100 basis points 298.78 330.16
b. Rate +100 basis points 307.10 339.66
Gratuity
A. Discount rate
a. Discount rate - 100 basis points 62.91 56.46
b. Discount rate +100 basis points 50.57 49.85
B. Salary increase rate
a. Rate - 100 basis points 55.53 49.80
b. Rate +100 basis points 62.89 56.44
105

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating
the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present
value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting
period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
vi) Maturity profile of defined benefit obligation :
Particulars 31 March 2019 31 March 2018 31 March 2019 31 March 2018
Year 1 16.98 14.35 32.17 30.07
Year 2 3.22 4.33 48.72 45.53
Year 3 5.52 2.88 26.53 24.79
Year 4 3.70 5.59 21.82 20.39
Year 5 5.58 3.24 55.74 52.09
Year 6 to 10 26.73 25.22 146.75 137.15
Note - 43 On 28th February 2019, the Hon’ble Supreme Court of India has delivered a judgment clarifying the
principles that need to be applied in determining the components of salaries and wages on which Provident Fund
(PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its
liability towards PF for the month of March 2019 and has made a provision for it in the books of account. In respect
of the earlier periods/years, the Company has been legally advised that there are numerous interpretative
challenges on the application of the judgment retrospectively. Based on such legal advice, the management
believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no
provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more
clarity emerges on this subject.
Note 44 - Financial instruments - fair values and risk management
The Company’s principal financial liabilities comprise trade payables and other liabilities. The Company’s principal
financial assets include loans, investments, trade and other receivables, and cash and short-term deposits that
derive directly from its operations. The Company's activities expose it to a variety of financial risks: market risk,
credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and
seek to minimise potential adverse effects on its financial performance. The primary market risk to the Company is
foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk
exposures. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each
customer and the concentration of risk from the top few customers. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the
Company's policy that no trading in derivative for speculative purposes may be undertaken. The Board of Directors
reviews and agrees policies for managing each of these risks, which are summarised below:
106

Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at
31 March 2019, including their levels in the fair value hierarchy.
Carrying amount Fair value
Particulars Note FVTPL FVOCI Other financial Other Total Level Level Level Total
assets - financial carrying 1 2 3
amortised cost liabilities amount
Financial assets
Investments in subsidiaries 6 - - 168.34 - 168.34 - - - -
Non-current loans receivables 7 - - 27.70 - 27.70 - - - -
Investments in mutual funds 10 350.66 - - - 350.66 350.66 - - 350.66
Trade receivables 11 - - 808.86 - 808.86 - - - -
Cash and cash equivalents 12 - - 32.35 - 32.35 - - - -
Bank balances 12 - - 4.32 - 4.32 - - - -
(other than cash and cash equivalents)
Other financial assets 13 - - 145.26 - 145.26 - - - -
350.66 - 1,186.83 - 1,537.49 350.66 - - 350.66
Financial liabilities not measured at fair value
Trade payables 18 - - - 688.03 688.03 - - - -
Other financial liabilities 19 - - - 51.31 51.31 - - - -
- - - 739.34 739.34 - - - -
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31
March 2018, including their levels in the fair value hierarchy.
Financial assets not measured
at fair value
Investments in subsidiaries 6 - - 159.96 - 159.96 - - - -
Non-current loans receivables 7 - - 42.63 42.63 - - - -
Trade Receivables 11 - - 499.36 - 499.36 - - - -
Bank balances 12 - - 221.86 - 221.86 - - - -
- - 1,010.22 1,010.22 - - - -
Trade payables 18 - - - 695.22 695.22 - - - -
- - - 749.00 749.00 - - - -
Measurement of fair values
The carrying amount of the current financial assets and current financial liabilities are considered to be same as
their fair values, due to their short term nature.
The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are
determined based on their quoted prices.
The fair valuation of derivative financial assets are valued based on quoted prices for similar assets and liabilities in
active markets or inputs that are directly or indirectly observable in the market place.
The fair value of cash and cash equivalents, bank balances, investments, trade receivables, other financial assets,
trade payables and liabilities approximate their carrying amount largely due to short-term nature of these instruments.
107

Financial risk management
The Company has exposure to the following risks arising from financial instruments:
i. Credit Risk
ii. Liquidity Risk
iii. Market Risk
Risk Management framework:
The Company’s financial risk management is an integral part of how to plan and execute its business strategies.
The Company’s risk management policy is set by the Risk Management Committee. The Company’s activities
expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company’s primary focus is to
foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial
performance. A summary of the risks have been given below:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans
given. Credit risk arises from cash held with banks, as well as credit exposure to clients, including outstanding
accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses
the credit quality of the counterparties, taking into account their financial position, past experience and other
factors.
Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. In
monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether
they are wholesale, retail or institutional customers, their industry, trading history with the Company and existence
of previous financial difficulties. The default in collection as a percentage to total receivable is low.
The Company' s exposure to credit risk for trade receivables by type of counterparty is as follows:
Movement in the allowance for impairment in trade receivables
Changes in allowance for impairment in trade receivables 4.96 (0.60)
Net remeasurement of loss allowance 56.25 51.29
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or any other financial asset. The Company's approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they
are due, under both normal and stressed conditions, without incurring unacceptable losses or risk damage to the
Company's reputation.
The Company monitors the level of expected cash inflows on trade receivables and loans together with expected
cash outflows on trade payables and other financial liabilities.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31
March 2019 and 31 March 2018:
As at 31 March 2019
Particulars
Carrying value Less than 1 year 1-2 years 2 years and above
Non-derivative financial liabilities
Trade payables 688.03 688.03 - -
Other financial liabilities 51.31 51.31 - -
739.34 739.34 - -
108

As at 31 March 2018
Particulars
749.00 749.00 - -
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect
the Company's income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Since, the Company does not have any borrowings having floating rate of interest, hence there is no interest rate risk.
Currency risk
The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which
sales, purchase are denominated and the respective functional currencies of Company. The functional currency
of the Company is INR and maximum sales transactions are denominated in INR itself. Foreign currency transactions
are mainly denominated in USD.
Exposure to currency risk
The following is the nominal value of outstanding derivative contracts entered into by the Company for hedging
currency and interest rate related risks as at:
As at As at
31 March 2019 31 March 2018
Particulars Foreign Currency (USD) Amount in Foreign Currency (USD) Amount in
(Absolute figure) ` millions (Absolute figure) ` millions
Trade payables 93,846 6.52 - -
The particulars of un-hedged foreign exposure as at balance sheet date is as under

As at As at
31 March 2019 31 March 2018
Trade payables 1,334 0.09 137,026 8.92
Trade receivables 34,766 2.42 30,148 1.96
Sensitivity Analysis:
The profit or loss is sensitive to foreign exchange gain/ (loss) as a result of changes in foreign exchange rates.
Impact on profit for the year ended
Foreign exchange rate - Increases by 5% 0.12 (0.35)

Foreign exchange rate - Decreases by 5% (0.12) 0.35
109

Price risk exposure

The Company’s exposure to price risk arises from investments held by the Company in the mutual fund units and
classified as fair value through profit or loss in the standalone balance sheet. To manage its price risk arising from
investments in mutual fund units, the Company diversifies its portfolio. Diversification of the portfolio is done in
accordance with the limits set by the Company. The exposure of the Company’s mutual fund investments to
security price changes at the end of the reporting period are as follows:
Particulars As at 31 March 2019 As at 31 March 2018
Investments in mutual fund units 350.66 -
The profit or loss is sensitive to market price as a result of changes in price of mutual funds.
Market price - Increases by 5% 17.53 -

Market price - Decreases by 5% (17.53) -
Note 45 - During the year ended 31 March 2019 and 31 March 2018 no material foreseeable loss was incurred for
any long-term contract including derivative contracts.
ICAI Firm's registration No. 116231W/W-100024 Sachin Gopal Lt.Gen.D.B. Singh
Partner
Membership No.061272 Arijit Datta Jyoti Chawla

110
Consolidated Financial Statements
111
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF AGRO TECH FOODS LIMITED

Report on the Audit of Consolidated Financial of affairs of the Group as at 31 March 2019, of its
Statements consolidated profit and other comprehensive income,
consolidated changes in equity and consolidated
Opinion
cash flows for the year then ended.
We have audited the consolidated financial
Basis for Opinion
statements of Agro Tech Foods Limited (hereinafter
referred to as ”the Holding Company” or “the We conducted our audit in accordance with the
Company”) and its subsidiaries (Holding Company Standards on Auditing (SAs) specified under Section
and its subsidiaries together referred to as “the 143(10) of the Act. Our responsibilities under those SAs
Group”), which comprise the consolidated balance are further described in the Auditor’s Responsibilities
sheet as at 31 March 2019, and the consolidated for the Audit of the Consolidated Financial Statements
statement of profit and loss (including other section of our report. We are independent of the
comprehensive income), consolidated statement of Group in accordance with the Code of Ethics issued
changes in equity and consolidated statement of by the Institute of Chartered Accountants of India,
cash flows for the year then ended, and notes to the and we have fulfilled our other ethical responsibilities
consolidated financial statements, including a in accordance with the provisions of the Act. We
summary of significant accounting policies and other believe that the audit evidence we have obtained is
explanatory information (hereinafter referred to as sufficient and appropriate to provide a basis for our
“the consolidated financial statements”). opinion.
In our opinion and to the best of our information and Key Audit Matters
according to the explanations given to us, and based
Key audit matters are those matters that, in our
on the consideration of reports of other auditors on
professional judgment, were of most significance in
separate financial statements of such subsidiaries as
our audit of the consolidated financial statements of
were audited by the other auditors, the aforesaid
the current period. These matters were addressed in
consolidated financial statements give the
the context of our audit of the consolidated financial
information required by the Companies Act, 2013
statements as a whole, and in forming our opinion
(“Act”) in the manner so required and give a true and
thereon, and we do not provide a separate opinion
fair view in conformity with the accounting principles
on these matters.
generally accepted in India, of the consolidated state
Description of Key Audit Matters

Revenue Recognition
See note 3(h) and 21 to the consolidated financial statements
The principal products of the Group comprises food In view of the significance of the matter we applied
products which are mainly sold through distributors, the following audit procedures in this area, among
modern trade and direct sale channels canteen others to obtain sufficient appropriate audit
sales department amongst others. Revenue is evidence:
recognised when the customer obtains control of the 1. We assessed the appropriateness of the revenue
goods. recognition accounting policies by comparing
We identified revenue recognition as a key audit them with applicable accounting standards.
matter because there is a risk of revenue being 2. We evaluated the design of controls and
overstated due to fraud resulting from the pressure operating effectiveness of the relevant controls
that management may feel to achieve performance with respect to revenue recognition.
targets at the year end. The Group focuses on
3. We performed substantive testing by selecting
revenue as a key performance indicator, which
samples of revenue transactions recorded during
could create an incentive for revenue to be
the year by verifying the underlying documents.
recognised before control has been transferred.
4. We carried out analytical procedures on revenue
recognised during the year to identify unusual
variances.
112
INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. We performed confirmation procedures on

selected customer balances at the balance
sheet date.
6. We tested, on a sample basis, specific revenue
transactions recorded before and after the
financial year end date to determine whether
the revenue had been recognised in the
appropriate financial period.
7. We tested manual journal entries posted to
revenue to identify unusual items.
Tax litigations – provisions and contingencies

See note 30 to the consolidated financial statements
The Group is involved in several ongoing direct and In view of the significance of the matter we applied
indirect tax litigations in various states of India. the following audit procedures in this area, among
The Group recognises a provision when it has a others to obtain sufficient appropriate audit
present obligation (legal or constructive) as a result evidence:
of a past event, it is probable that an outflow of 1. We tested the effectiveness of controls around
resources embodying economic benefits will be the recording and assessment of tax provisions
required to settle the obligation and a reliable and contingent liabilities.
estimate can be made of the amount of the 2. We used our own local tax specialists to assess
obligation. the value of the provisions and contingent
A disclosure for contingent liabilities is made where liabilities in light of the nature of the exposures,
there is a possible obligation or a present applicable regulations and related
obligationthat may probably not require an outflow correspondences with the authorities.
of resources. When there is a possible or a present 3. We assessed the relevant historical and recent
obligationwhere the likelihood of outflow of resources judgments passed by the court authorities as well
is remote, no provision or disclosure is made. as obtained formal confirmations from the
We have identified tax litigations, provisions and external counsel, where appropriate;
contingencies as a key audit matter because it 4. Discussed the open cases with the legal head of
requires the management to make judgements and the Group to assess the reasonableness of the
estimates in relation to the exposure arising out of provision or contingency; and
litigations. The key judgement lies in the estimation
of provisions where they may differ from the future 5. Considered the adequacy of the Group’s
obligations. The Group operates under several tax disclosures made in relation to taxation related
laws and some of these have a significant impact provisions and contingencies in the consolidated
on the consolidated financial statements of the financial statements.
Group.
Accuracy of estimation from the fire accident at a factory in Unnao and related consequences:
See note 33 to the consolidated financial statements
On 04 November 2018, a fire broke out at one of the In view of the significance of the matter we applied
manufacturing facilities of the Holding Company the following audit procedures in this area, among
which caused damage to the Holding Company’s others to obtain sufficient appropriate audit
property, plant, equipment and inventory. evidence:
The Holding Company was insured for fire incidents 1. Inquired management about the losses incurred
including property, plant and equipment, inventories and the status of the claims filed with the
113

and business interruption and has applied for the insurance companies. We also inspected the
claim towards the losses incurred. correspondences made with the insurance
The recognition of the claim by the Holding Company company by the Holding Company with respect
involves significant judgement. Since the claim is to the status/ processing of the claim.
under process, the Holding Company restricted the 2. Assessed the timing and adequacy of the claim
recognition of the claim to the extent of book value income recognition from the insurance
of the assets lost that were covered under the companies. We have checked that the Holding
insurance policy. Company has recognised the insurance claim
receivable to the extent of book value of the
assets lost, that were covered under the
insurance policy.
3. We have verified the on account payments
received by the Holding Company, pending
settlement of the claim.
4. We also assessed the adequacy of the disclosures
(in note 33) made in relation to the said matter in
the consolidated financial statements.
Other Information generally accepted in India, including the Indian

The Holding Company’s management and Board of Accounting Standards (Ind AS) specified under
Directors are responsible for the other information. The Section 133 of the Act. The respective Board of
other information comprises the information included Directors of the companies included in the Group are
in the holding Company’s annual report, but does responsible for maintenance of adequate accounting
not include the financial statements and our auditors’ records in accordance with the provisions of the Act
report thereon. for safeguarding the assets of each company and
for preventing and detecting frauds and other
Our opinion on the consolidated financial statements
irregularities; the selection and application of
does not cover the other information and we do not
appropriate accounting policies; making judgments
express any form of assurance conclusion thereon.
and estimates that are reasonable and prudent; and
In connection with our audit of the consolidated the design, implementation and maintenance of
financial statements, our responsibility is to read the adequate internal financial controls, that were
other information and, in doing so, consider whether operating effectively for ensuring accuracy and
the other information is materially inconsistent with the completeness of the accounting records, relevant to
consolidated financial statements or our knowledge the preparation and presentation of the consolidated
obtained in the audit or otherwise appears to be financial statements that give a true and fair view and
materially misstated. If, based on the work we have are free from material misstatement, whether due to
performed and based on the work done/ audit report fraud or error, which have been used for the purpose
of other auditors, we conclude that there is a material of preparation of the consolidated financial
misstatement of this other information, we are statements by the Directors of the Holding Company,
required to report that fact. We have nothing to report as aforesaid.
in this regard.
In preparing the consolidated financial statements,
Responsibilities of Management and Those Charged the respective management and Board of Directors
with Governance for the Consolidated Financial of the companies included in the Group are
Statements responsible for assessing the ability of each company
The Holding Company’s management and Board of to continue as a going concern, disclosing, as
Directors are responsible for the preparation and applicable, matters related to going concern and
presentation of these consolidated financial using the going concern basis of accounting unless
statements in term of the requirements of the Act that management either intends to liquidate the Company
give a true and fair view of the consolidated state of or to cease operations, or has no realistic alternative
affairs, consolidated profit/ loss and other but to do so.
comprehensive income, consolidated statement of The respective Board of Directors of the companies
changes in equity and consolidated cash flows of the included in the Group are responsible for overseeing
Group in accordance with the accounting principles the financial reporting process of each company.
114

Auditor’s Responsibilities for the Audit of the report to the related disclosures in the
Consolidated Financial Statements : consolidated financial statements or, if such
Our objectives are to obtain reasonable assurance disclosures are inadequate, to modify our opinion.
about whether the consolidated financial statements Our conclusions are based on the audit evidence
as a whole are free from material misstatement, obtained up to the date of our auditor’s report.
whether due to fraud or error, and to issue an auditor’s However, future events or conditions may cause
report that includes our opinion. Reasonable the Group (company and subsidiaries) to cease
assurance is a high level of assurance, but is not a to continue as a going concern.
guarantee that an audit conducted in accordance • Evaluate the overall presentation, structure and
with SAs will always detect a material misstatement content of the consolidated financial statements,
when it exists. Misstatements can arise from fraud or including the disclosures, and whether the
error and are considered material if, individually or in consolidated financial statements represent the
the aggregate, they could reasonably be expected underlying transactions and events in a manner
to influence the economic decisions of users taken that achieves fair presentation.
on the basis of these consolidated financial • Obtain sufficient appropriate audit evidence
statements. regarding the financial information of such entities
As part of an audit in accordance with SAs, we or business activities within the Group and its
exercise professional judgment and maintain associates and joint ventures and joint operations
professional skepticism throughout the audit. We also: to express an opinion on the consolidated
• Identify and assess the risks of material financial statements, of which we are the
misstatement of the consolidated financial independent auditors. We are responsible for the
statements, whether due to fraud or error, design direction, supervision and performance of the
and perform audit procedures responsive to those audit of financial information of such entities. For
risks, and obtain audit evidence that is sufficient the other entities included in the consolidated
and appropriate to provide a basis for our opinion. financial statements, which have been audited
The risk of not detecting a material misstatement by other auditors, such other auditors remain
resulting from fraud is higher than for one resulting responsible for the direction, supervision and
from error, as fraud may involve collusion, forgery, performance of the audits carried out by them.
intentional omissions, misrepresentations, or the We remain solely responsible for our audit opinion.
override of internal control. Our responsibilities in this regard are further
described in para of the section titled ‘Other
• Obtain an understanding of internal control
Matters’ in this audit report.
relevant to the audit in order to design audit
procedures that are appropriate in the We believe that the audit evidence obtained by us
circumstances. Under Section 143(3)(i) of the Act, along with the consideration of audit reports of the
we are also responsible for expressing our opinion other auditors referred to in sub-paragraph of the
on whether the company has adequate internal Other Matters paragraph below, is sufficient and
financial controls with reference to financial appropriate to provide a basis for our audit opinion
statements in place and the operating on the consolidated financial statements.
effectiveness of such controls. We communicate with those charged with
• Evaluate the appropriateness of accounting governance of the Holding Company and such other
policies used and the reasonableness of entities included in the consolidated financial
accounting estimates and related disclosures statements of which we are the independent auditors
made by management. regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
• Conclude on the appropriateness of
including any significant deficiencies in internal
management’s use of the going concern basis
control that we identify during our audit.
of accounting in preparation of consolidated
financial statements and, based on the audit We also provide those charged with governance with
evidence obtained, whether a material a statement that we have complied with relevant
uncertainty exists related to events or conditions ethical requirements regarding independence, and
that may cast significant doubt on the to communicate with them all relationships and other
appropriateness of this assumption. If we matters that may reasonably be thought to bear on
conclude that a material uncertainty exists, we our independence, and where applicable, related
are required to draw attention in our auditor’s safeguards.
115

From the matters communicated with those charged a) We have sought and obtained all the
with governance, we determine those matters that information and explanations which to the
were of most significance in the audit of the best of our knowledge and belief were
consolidated financial statements of the current necessary for the purposes of our audit of the
period and are therefore the key audit matters. We aforesaid consolidated financial statements;
describe these matters in our auditors’ report unless
b) In our opinion, proper books of account as
law or regulation precludes public disclosure about
required by law relating to preparation of the
the matter or when, in extremely rare circumstances,
aforesaid consolidated financial statements
we determine that a matter should not be
have been kept so far as it appears from our
communicated in our report because the adverse
examination of those books and the reports
consequences of doing so would reasonably be
of the other auditors;
expected to outweigh the public interest benefits of
such communication. c) The consolidated balance sheet, the
Other Matters consolidated statement of profit and loss
(including other comprehensive income), the
We did not audit the financial statements / financial
consolidated statement of changes in equity
information of two subsidiaries, whose financial
and the consolidated statement of cash flows
statements/financial information reflect total assets of
dealt with by this Report are in agreement with
` 122.64 million as at 31 March 2019, total revenues of
the relevant books of account maintained for
`1.84 million and net cash flows amounting to ` 2.88
the purpose of preparation of the
million for the year ended on that date, as considered
consolidated financial statements;
in the consolidated Financial statements.
These subsidiaries are located outside India whose d) In our opinion, the aforesaid consolidated
financial statements and other financial information financial statements comply with the Ind AS
have been prepared in accordance with accounting specified under Section 133 of the Act read
principles generally accepted in their respective with relevant Rules issued thereunder;
countries and which have been audited by other e) On the basis of the written representations
auditors under generally accepted auditing standards received from the directors of the Holding
applicable in their respective countries. The Company as on 31 March 2019, taken on
Company’s management has converted the financial record by the Board of Directors of the Holding
statements of these subsidiaries located outside India Company and its subsidiary company
from accounting principles generally accepted in incorporated in India, none of the directors of
their respective countries to accounting principles the Group companies incorporated in India is
generally accepted in India. We have audited these disqualified as on 31 March 2019 from being
conversion adjustments made by the Company’s appointed as a director in terms of Section
management. Our opinion in so far as it relates to the 164(2) of the Act.
balances and affairs of such subsidiaries located
outside India is based on the report of other auditors f) With respect to the adequacy of the internal
and the conversion adjustments prepared by the financial controls with reference to financial
management of the Company and audited by us. statements of the Holding Company and its
subsidiary company incorporated in India and
Our opinion on the consolidated financial statements,
the operating effectiveness of such controls,
and our report on Other Legal and Regulatory
refer to our separate Report in “Annexure A”.
Requirements below, is not modified in respect of the
above matters with respect to our reliance on the work B. With respect to the other matters to be included
done and the reports of the other auditors. in the Auditor's Report in accordance with Rule 11
Report on Other Legal and Regulatory Requirements of the Companies (Audit and Auditor’s) Rules,
2014, in our opinion and to the best of our
A. As required by Section 143(3) of the Act, based
information and according to the explanations
on our audit and on the consideration of reports
given to us and based on the consideration of the
of the other auditors on separate financial
reports of the other auditors on separate financial
statements of such subsidiaries as were audited
statements of the subsidiaries, as noted in the
by other auditors, as noted in the ‘Other Matters’
‘Other Matters’ paragraph:
paragraph, we report, to the extent applicable,
that: i. The consolidated financial statements disclose
the impact of pending litigations as at 31
116
March 2019 on the consolidated financial statements since they do not pertain to the
position of the Group. Refer Note 30 to the financial year ended 31 March 2019.
consolidated financial statements;
C. With respect to the matter to be included in the
ii. The Group did not have any material Auditor’s report under Section 197(16):
foreseeable losses on long-term contracts
In our opinion and according to the information and
including derivative contracts during the year
explanations given to us, the remuneration paid /
ended 31 March 2019;
provided during the current year by the Holding
iii. There has been no delay in transferring Company to its directors is in accordance with the
amounts to the Investor Education and provisions of Section 197 of the Act read with Schedule
Protection Fund by the Holding Company V. The remuneration paid / provided to one director
during the year ended 31 March 2019. There by the Holding Company, was in excess of the limit
are no amounts which are required to be laid down under Section 197 read with Schedule V of
transferred to the Investor Education and the Act, which was approved in accordance with
Protection Fund by its Subsidiary Company the requisite approvals mandated by the provisions
incorporated in India; and of Section 197 read with Schedule V of the Act. The
Subsidiary company incorporated in India, has not
iv. The disclosures in the consolidated financial
paid/ provided any managerial remuneration to any
statements regarding holdings as well as
directors during the financial year ended 31 March
dealings in specified bank notes during the
2019. The Ministry of Corporate Affairs has not
period from 8 November 2016 to 30 December
prescribed other details under Section 197(16) which
2016 have not been made in the financial
are required to be commented upon by us.

ICAI Firm’s Registration No. 116231W/ W-100024
Vikash Somani
Partner
Place: Gurugram
Date: 24 April 2019
117
ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL

STATEMENTS OF AGRO TECH FOODS LIMITED FOR THE YEAR ENDED 31 MARCH 2019
Report on the internal financial controls with reference required under the Companies Act, 2013 (hereinafter
to the aforesaid consolidated financial statements referred to as “the Act”).
under Clause (i) of Sub-section 3 of Section 143 of the Auditors’ Responsibility
Companies Act, 2013
Our responsibility is to express an opinion on the
(Referred to in paragraph (f) under ‘Report on Other internal financial controls with reference to
Legal and Regulatory Requirements’ section of our consolidated financial statements based on our audit.
report of even date) We conducted our audit in accordance with the
Opinion Guidance Note and the Standards on Auditing,
prescribed under section 143(10) of the Act, to the
In conjunction with our audit of the consolidated
extent applicable to an audit of internal financial
financial statements of the Company as of and for
controls with reference to consolidated financial
the year ended 31 March 2019, we have audited the
statements. Those Standards and the Guidance Note
internal financial controls with reference to
require that we comply with ethical requirements and
consolidated financial statements of Agro Tech Foods
plan and perform the audit to obtain reasonable
Limited (hereinafter referred to as “the Holding
assurance about whether adequate internal financial
Company”) and such company incorporated in India
under the Companies Act, 2013 which is its subsidiary
statements were established and maintained and if
company, as of that date.
such controls operated effectively in all material
In our opinion, the Holding Company and such respects.
company incorporated in India which is its subsidiary
Our audit involves performing procedures to obtain
company, have, in all material respects, adequate
audit evidence about the adequacy of the internal
internal financial controls with reference to
financial controls with reference to consolidated
consolidated financial statements and such internal
financial statements and their operating effectiveness.
financial controls were operating effectively as at 31
Our audit of internal financial controls with reference
March 2019, based on the internal financial controls
to consolidated financial statements included
with reference to consolidated financial statements
obtaining an understanding of internal financial
criteria established by such companies considering
the essential components of such internal controls
statements, assessing the risk that a material weakness
stated in the Guidance Note on Audit of Internal
exists, and testing and evaluating the design and
Financial Controls Over Financial Reporting issued by
operating effectiveness of the internal controls based
the Institute of Chartered Accountants of India (the
on the assessed risk. The procedures selected depend
“Guidance Note”).
on the auditor’s judgement, including the assessment
Management’s Responsibility for Internal Financial of the risks of material misstatement of the
Controls consolidated financial statements, whether due to
The respective Company’s management and the fraud or error.
Board of Directors are responsible for establishing and We believe that the audit evidence we have
maintaining internal financial controls with reference obtained is sufficient and appropriate to provide a
to consolidated financial statements based on the basis for our audit opinion on the internal financial
criteria established by the respective Company controls with reference to consolidated financial
considering the essential components of internal statements.
control stated in the Guidance Note. These
Meaning of Internal Financial controls with Reference
responsibilities include the design, implementation
to Consolidated Financial Statements
and maintenance of adequate internal financial
controls that were operating effectively for ensuring A company's internal financial controls with reference
the orderly and efficient conduct of its business, to consolidated financial statements is a process
including adherence to the respective company’s designed to provide reasonable assurance regarding
policies, the safeguarding of its assets, the prevention the reliability of financial reporting and the
and detection of frauds and errors, the accuracy and preparation of consolidated financial statements for
completeness of the accounting records, and the external purposes in accordance with generally
timely preparation of reliable financial information, as accepted accounting principles. A company's
118
ANNEXURE-A TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
internal financial controls with reference to Inherent Limitations of Internal Financial controls with
consolidated financial statements includes those Reference to consolidated Financial Statements
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, Because of the inherent limitations of internal financial
accurately and fairly reflect the transactions and controls with reference to consolidated financial
dispositions of the assets of the company; (2) provide statements, including the possibility of collusion or
reasonable assurance that transactions are recorded improper management override of controls, material
as necessary to permit preparation of consolidated misstatements due to error or fraud may occur and
Financial statements in accordance with generally not be detected. Also, projections of any evaluation
accepted accounting principles, and that receipts of the internal financial controls with reference to
and expenditures of the company are being made consolidated financial statements to future periods
only in accordance with authorisations of are subject to the risk that the internal financial
management and directors of the company; and (3) controls with reference to consolidated financial
provide reasonable assurance regarding prevention statements may become inadequate because of
or timely detection of unauthorised acquisition, use, changes in conditions, or that the degree of
or disposition of the company's assets that could have compliance with the policies or procedures may
a material effect on the consolidated Financial deteriorate.
statements.
ICAI Firm’s Registration No.116231W/ W-100024
Vikash Somani
Partner
Place: Gurugram
Date: 24 April 2019
119
CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2019

Note As at As at
No. 31 March 2018
Assets
Non-current assets
Property, plant and equipment 4 1,588.74 1,691.91
Capital work-in-progress 4 123.51 152.39
Intangible assets 5 213.93 240.05
Financial assets
(i) Non-current loans receivables 6 29.28 44.24
Deferred tax assets (net) 29 17.63 8.95
Other non-current assets 7 370.83 314.29
Total non-current assets 2,343.92 2,451.83
Current assets
Inventories 8 840.25 945.25
Financial assets
(i) Investments 9 350.66 -
(ii) Trade receivables 10 810.13 499.98
(iii) Cash and cash equivalents 11 44.28 86.27
(iv)Bank balances other than (iii) above 11 4.32 221.86
(v) Other financial assets 12 145.27 16.53
Other current assets 13 156.49 145.43
Total current assets 2,351.40 1,915.32
Total assets 4,695.32 4,367.15
Equity and liabilities
Equity
Equity share capital 14 243.69 243.69
Other equity 15 3,520.21 3,153.09
Equity attributable to owners of the Company 3,763.90 3,396.78
Non-controlling interest - -
Total equity 3,763.90 3,396.78
Liabilities
Non-current liabilities
Deferred tax liabilities, net 29 131.73 137.27
Total non-current liabilities 148.96 153.67
Current liabilities
(i) Trade payables
Total outstanding dues of micro enterprises and small enterprises 17 44.38 57.71
Total outstanding dues of creditors other than micro enterprises and small enterprises 17 590.56 594.15
(ii) Other financial liabilities 18 55.46 57.49
Other current liabilities 19 37.80 40.45
Total current liabilities 782.46 816.70
Total liabilities 931.42 970.37
Total equity and liabilities 4,695.32 4,367.15
See accompanying notes to the consolidated financial statements
120
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019
Note For the year ended For the year ended
No. 31 March 2018
Revenue from operations
Sale of products 21 8,231.83 8,105.77
Other operating revenues 21 4.78 10.99
8,236.61 8,116.76
Other income 22 38.03 9.44
Total income 8,274.64 8,126.20
Expenses
Cost of materials consumed 23 4,195.74 4,135.49
Purchase of stock-in-trade 24 1,426.64 1,282.69
Changes in inventories of finished goods and stock-in-trade 25 (0.20) (28.65)
Employee benefits expense 26 556.13 539.72
Finance costs 27 0.94 2.53
Depreciation and amortisation expense 4, 5 173.06 179.51
Other expenses 28 1,411.16 1,527.32
Total expenses 7,763.47 7,638.61
Profit before exceptional items and tax 511.17 487.59
Exceptional items 42 - -
Tax expense 29 (a) 168.63 171.96
Profit for the year (A) 342.54 315.63
Other comprehensive income
Items that will not be reclassified subsequently to the statement of profit or loss
Remeasurement of the net defined benefit obligation 0.27 (0.27)
Income-tax relating to those items 29 (b) - 0.08
Items that will be reclassified subsequently to the statement of profit or loss
Foreign currency translation reserve 5.80 (4.89)
Other comprehensive income for the year (B) 6.07 (5.08)
Total comprehensive income for the year (A+B) 348.61 310.55
Profit attributable to:
Owners of the Company 342.54 315.63
Profit for the year 342.54 315.63
Other comprehensive income attributable to:
Owners of the Company 6.07 (5.08)
Other comprehensive income for the year 6.07 (5.08)
Total comprehensive income attributable to:
Owners of the Company 348.61 310.55
Total comprehensive income for the year 348.61 310.55
Earnings per share (nominal value of ` 10 each) 35
Basic [in `] 14.63 13.56
Diluted [in `] 14.61 13.56
Weighted average number of equity shares used in computing earnings per shares:
- Basic 23,408,186 23,270,036
- Diluted 23,440,020 23,273,716
121
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2019
Cash flow from operating activities
Adjustments for:
Depreciation and amortisation expense 173.06 179.51
Gain on sale of investments in mutual funds (27.53) (2.29)
Fair value gain on financial assets measured at fair value through profit and loss, net (0.66) -
Interest income (9.84) (7.15)
Finance costs 0.94 2.53
Employee share based payment expenses 4.80 14.15
Proceeds from the insurance company 100.00 -
Provision for doubtful debts, (net) 4.96 -
Change in operating assets and liabilities
Increase in trade receivables (315.11) (105.59)
Decrease in inventories 105.00 215.76
Increase in loans and other financial assets (2.66) (38.34)
Increase in other current and non-current assets (11.61) (69.16)
(Decrease)/ increase in trade payables and other financial liabilities (14.39) 110.92
Decrease in other current and non-current provisions (11.54) 0.84
Increase/ (decrease) in other current and non-current liabilities (2.65) (30.66)
Cash generated from operations 505.83 758.44
Income taxes paid, net (192.85) (154.87)
Net cash inflow from operating activities 312.98 603.57
Cash flows from investing activities
Payments for property, plant and equipment (290.75) (173.25)
Proceeds from sale of property, plant and equipment 9.64 0.77
Interest received 12.31 5.63
Purchase of current investments in mutual funds (3,839.10) (444.00)
Proceeds from sale of investments in mutual funds 3,516.63 446.29
Investment in bank deposits (having original maturity of more than 3 months) 217.54 (215.23)
Net cash outflow used in investing activities (373.73) (379.79)
122
CONSOLIDATED CASH FLOW STATEMENT (continued)

Cash flows from financing activities

Repayment of short term loans to banks, net - (150.00)
Sale of treasury shares 84.65 65.28
Dividend paid (including dividend distribution tax) (70.75) (56.34)
Finance costs paid (0.94) (2.53)
Net cash outflow from financing activities 12.96 (143.59)
Net increase in cash and cash equivalents (47.79) 80.19
Cash and cash equivalents at the beginning of the financial year 86.27 10.76
Exchange differences on translation of foreign currency 5.80 (4.68)
Cash and cash equivalents at end of the year 44.28 86.27
Cash and cash equivalents as per above comprise of the following:
31 March 2019 31 March 2018

Balances with banks
-in current accounts 40.91 33.19
Deposits with maturity less than three months 2.77 51.64
Balances as per statement of cash flows 44.28 86.27
Partner
123
Consolidated statement of changes in equity
Other Equity Total equity Attribut- Total
Reserves and surplus attributable able to
Equity
Particulars to equity Non-
share General Securities Retained Treasury Foreign Share Agro Tech
holders of controlling
capital Reserve premium earnings Shares currency options ESOP Trust
the interest
translation outstanding (ATET)
Company
reserve account reserve
Balance as at 1 April 2017 243.69 127.05 721.29 2,373.64 (571.33) 3.21 163.26 2.40 3,063.21 - 3,063.21
31 March 2018
Dividends (including corporate dividend tax) - - (56.41) - - - - (56.41) - (56.41)
Employee Share based payment (Refer note 14(e)) - - - - - 14.15 - 14.15 - 14.15
Remeasurement of the net defined benefit - - (0.19) - - - - (0.19) - (0.19)
obligation, net of tax effect
Profit on sale of shares transferred by Trust - - - - - - 6.77 6.77 - 6.77
Sale of treasury shares during the year - - - 58.51 - - - 58.51 - 58.51
Exercise of share options 17.37 - - - - (17.37) - - - -
Profit for the year - - 315.63 - - - - 315.63 - 315.63
Foreign currency translation reserve - - - - (4.89) - - (4.89) - (4.89)
Balance as at 31 March 2018 243.69 144.42 721.29 2,632.67 (512.82) (1.68) 160.04 9.17 3,396.78 - 3,396.78
124
Changes in equity for the year ended 31 March 2019
Dividends (including corporate dividend tax) - - (70.94) - - - - (70.94) - (70.94)
Employee Share based payment (Refer note 14(e)) - - - - - 4.80 - 4.80 - 4.80
Remeasurement of the net defined benefit - - 0.27 - - - - 0.27 - 0.27
Profit on sale of shares transferred by Trust - - - - - - 8.90 8.90 - 8.90

Sale of treasury shares during the year - - - 75.75 - - - 75.75 - 75.75
Exercise of share options 1.33 - - - - (1.33) - - - -
Profit for the year - - 342.54 - - - - 342.54 - 342.54
Foreign currency translation reserve - - - - 5.80 - - 5.80 - 5.80
Balance as at 31 March 2019 243.69 145.75 721.29 2,904.54 (437.07) 4.12 163.51 18.07 3,763.90 - 3,763.90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Reporting entity Items Measurement basis
Agro Tech Foods Limited (the "Company" or "the Certain financial assets Fair value
Holding Company") is a company domiciled in and liabilities
India, with its registered office situated at 31, Liabilities for Fair value
Sarojini Devi Road, Secunderabad, Telangana - shared-based payment
500 003, India. The Company has been arrangement
incorporated under the provisions of Indian
Net defined benefit Fair value of plan
Companies Act and its equity shares are listed on
(asset)/ liability assets less present
the National Stock Exchange (NSE) and Bombay
value of defined
Stock Exchange (BSE) in India. The Company is
benefit obligations
primarily engaged in the business of
manufacturing and trading of food and food D. Use of estimates and judgements
products to consumers and institutional customers. In preparing these consolidated financial
The consolidated financial statements of the statements, management has made judgements,
Company for the year ended 31 March 2019 estimates and assumptions that affect the
comprise the Company (Agro Tech Foods Limited) application of accounting policies and the
and its wholly owned subsidiaries Sundrop Foods reported amounts of assets, liabilities, income and
India Private Limited (incorporated in India), Agro expenses. Actual results may differ from these
Tech Foods (Bangladesh) Pvt. Ltd. (incorporated estimates.
in Bangladesh) and Sundrop Foods Lanka (Private) Estimates and underlying assumptions are
Limited (incorporated in Srilanka). These entities reviewed on an ongoing basis. Revisions to
have together been referred to as the 'Group'. accounting estimates are recognised
2 Basis of preparation prospectively.
A. Statement of compliance Judgements
Information about judgements made in applying
The consolidated financial statements have been
accounting policies that have the most significant
prepared in accordance with Indian Accounting
effects on the amounts recognised in the
Standards (Ind AS) as per the Companies (Indian
consolidated financial statements is included in
Accounting Standards) Rules, 2015 notified under
the following notes:
Section 133 of Companies Act, 2013, (the ‘Act’)
and other relevant provisions of the Act. - Note 31 - leases: whether an arrangement
contains a lease; and
The consolidated financial statements were
authorised for issue by the Company's Board of - Note 31 - lease classification;
Directors on 24 April 2019. Assumptions and estimation uncertainties
Details of the Group's accounting policies are Information about assumptions and estimation
included in Note 3. uncertainties that have a significant risk of resulting
B. Functional and presentation currency in a material adjustment in the year ending 31
March 2020 is included in the following notes:
These consolidated financial statements are
- Note 41 - measurement of defined benefit
presented in Indian Rupees (`), which is also the
obligations: key actuarial assumptions;
Company's functional currency. All amounts have
been rounded-off to two decimal places to the - Note 30 - recognition and measurement of
nearest millions unless otherwise indicated. provisions and contingencies: key assumptions
about the likelihood and magnitude of an outflow
C. Basis of measurement
of resources;
The consolidated financial statements have been
- Note 4 - useful life of property, plant and
prepared on the historical cost basis except for
equipment.
the following items:
- Note 5 - useful life of intangible assets and
impairment of intangible assets having indefinite
useful life.
- Notes 6, 9, 10 and 12 - impairment of financial
assets.
125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
E. Measurement of fair values 3. Significant accounting policies

Certain accounting policies and disclosures of the (a) Basis of consolidation
Group require the measurement of fair values, for i. Subsidiaries
both financial and non-financial assets and
liabilities. Subsidiaries are all entities over which the Group
has control. The Group controls an entity when
The Group has an established internal control the Group is exposed to, or has rights to, variable
framework with respect to the measurement of returns from its involvement with the entity and
fair values. has the ability to affect those returns through its
The valuation team regularly reviews significant power to direct the relevant activities of the entity.
unobservable inputs and valuation adjustments. Subsidiaries are fully consolidated from the date
If third party information such as broker quotes or on which control is transferred to the Group. They
pricing services, is used to measure fair values, then are deconsolidated from the date that control
the valuation team assesses the evidence ceases.
obtained from the third parties to support the The acquisition method of accounting is used to
conclusion that these valuations meet the account for business combinations by the Group.
requirements of Ind AS, including the level in the
fair value hierarchy in which these valuations The Group combines the financial statements of
should be classified. the parent and its subsidiaries line by line adding
together like items of assets, liabilities, equity,
Fair values are categorised into different levels in income and expenses. Inter Company
a fair value hierarchy based on the inputs used in transactions, balances and unrealised gains on
the valuation techniques as follows: transactions between Group companies are
- Level 1: quoted prices (unadjusted) in active eliminated. Unrealised losses are also eliminated
markets for identical assets or liabilities. unless the transaction provides evidence of an
- Level 2: inputs other than quoted prices included impairment of the transferred asset. Accounting
in Level 1 that are observable for the asset or policies of subsidiaries have been changed where
liability, either directly (i.e. as prices) or indirectly necessary to ensure consistency with the policies
(i.e. derived from prices). adopted by the Group.
- Level 3: inputs for the asset or liability that are not ii. Transactions eliminated on consolidation
based on observable market data (unobservable Intra - Group balances and transactions, and any
inputs). unrealised income and expenses arising from intra
When measuring the fair value of an asset or a - Group transactions, are eliminated. Unrealised
liability, Group uses observable market data as far gains arising from transactions with equity
as possible. If the inputs used to measure the fair accounted investees are eliminated against the
value of an asset or a liability fall into a different investment to the extent of the Group’s interest in
levels of the fair value hierarchy, then the fair value the Investee. Unrealised losses are eliminated in
measurement is categorised in its entirety in the the same way as unrealised gains, but only to the
same level of the fair value hierarchy as the lowest extent that there is no evidence of impairment.
level input that is significant to the entire iii. Subsidiaries considered in the consolidated
measurement. financial statements:
Further information about the assumptions made Name of the Country of Ownership interest
in the measuring fair values is included in the Company Incorporation (in %)
following notes: As at As at
31 March 2019 31 March 2018
- Note 14(e) - share-based payments;
- Note 43 - financial instruments. Subsidiary companies:
Sundrop Foods India India 100 100
Private Limited
Agro Tech Foods Bangladesh 100 100
(Bangladesh) Pvt. Ltd
Sundrop Foods Lanka Srilanka 100 100
(Private) Limited
126
iv. Principles of consolidation S. No Asset Useful Life

These consolidated financial statements have 1 Buildings
been prepared by consolidation of the financial (a) Buildings (other than factory buildings)
statements of the Company and its subsidiaries other than RCC frame structure. 30 years
(b) Factory buildings 30 years
on a line-by-line basis after fully eliminating the
(c) Fences, wells, tube-wells 5 years
inter-company transactions.
2 Roads
(b) Property, plant and equipment (a) Carpeted Roads - RCC 10 years
i. Recognition and measurement 3 Plant and Machinery
Items of property, plant and equipment, are (a) Plant and Machinery other than
continuous process plant 15 years
measured at cost which includes capitalised
borrowing costs, less accumulated depreciation 4 Furniture and fittings 10 years
and accumulated impairment losses, if any. 5 Motor vehicles
(a) Motor buses, motor lorries and motor cars* 5 years
Cost of an item of property, plant and equipment 6 Office equipment 5 years
includes its purchase price, duties, taxes, after
7 (a) Computers and data processing
deducting trade discounts and rebates, any units servers and networks* 5 years
directly attributable cost of bringing the item to its (b) End-user devices such as desktops,
intended use and estimated costs of dismantling laptops etc.* 2 to 3 years
and removing the item and restoring the site on 8 Laboratory Equipment 10 years
which it is located. 9 Electrical installations and equipment 10 years
The cost of a self-constructed item of property, 10 Servers and networks* 5 years
plant and equipment comprises the cost of 11 Handsets* 2 years
materials, direct labour and any other costs 12 Vehicles* 5 years
directly attributable to bringing the item to its 13 Assets given to employees under a scheme* 5 years
intended working condition and estimated costs
of dismantling, removing and restoring the site * The Group believes the useful lives as given
on which it is located, wherever applicable. above best represent the useful life of these assets
based on internal assessment and technical
If significant parts of an item of property, plant evaluation carried out where necessary, which is
and equipment have different useful lives, then different from the useful lives as prescribed under
they are accounted for as separate items (major Part C of Schedule II of the Companies Act, 2013.
components) of property, plant and equipment.
Freehold land is not depreciated.
Any gain or loss on disposal of an item of property,
plant and equipment is recognised in the Leasehold assets are amortised over a period of
statement of profit and loss. the lease or useful life of asset whichever is lower.
ii. Subsequent expenditure The residual values, useful lives and methods of
depreciation of property, plant and equipment
Subsequent expenditure is capitalised only if it is
are reviewed at each financial year-end and
probable that the future economic benefits
adjusted prospectively, if appropriate.
associated with the expenditure will flow to the
Group. iv. Capital work-in-progress includes cost of
iii. Depreciation property, plant and equipment under installation/
under development as at the balance sheet
Depreciation is calculated on cost of items of date.
property, plant and equipment less their estimated
residual value using straight line method over the (c) Intangible assets
useful lives of assets estimated by internal Intangible assets including those acquired by the
assessment and technical valuation carried out Group in a business combination are initially
wherever necessary, and is recognised in the measured at cost. Such intangible assets are
statement of profit and loss. Depreciation for assets subsequently measured at cost less accumulated
purchased / sold during the period is amortisation and any accumulated impairment
proportionately charged. loss, if any.
The range of estimated useful lives of items of Amortisation
property, plant and equipment are as follows: Amortisation is calculated to write off the cost of
intangible assets having definite useful life less their
127
estimated residual values over their estimated to sell and the value-in-use) is determined on an
useful lives using the straight- line method, and is individual asset basis unless the asset does not
included in depreciation and amortisation in generate cash flows that are largely independent
statement of profit and loss. of those from other assets. In such cases, the
The estimated useful lives are as follows: recoverable amount is determined for the CGU
to which the asset belongs. If such assets are
Asset Useful life
considered to be impaired, the impairment to be
Computer software 5 to 10 years recognised in the statement of profit and loss is
Intangible assets that have an indefinite useful life measured by the amount by which the carrying
are not subjected to amortisation and are tested value of the assets exceeds the estimated
for impairment annually or more frequently if recoverable amount of the asset. An impairment
events or changes in circumstances indicate that loss is reversed in the statement of profit and loss if
it might be impaired. there has been a change in the estimates used
Amortisation method, useful lives and residual to determine the recoverable amount. The
values for other than are reviewed at each carrying amount of the asset is increased to its
financial year-end and adjusted if appropriate. revised recoverable amount, provided that this
amount does not exceed the carrying amount
(d) Impairment
that would have been determined (net of any
(i) Financial assets accumulated amortisation or depreciation) had
In accordance with Ind AS 109, the Group applies no impairment loss been recognised for the asset
expected credit loss (ECL) model for measurement in prior years.
and recognition of impairment loss. The Group (e) Leases
follows ‘simplified approach’ for recognition of
The determination of whether an arrangement is
impairment loss allowance on trade receivables.
(or contains) a lease is based on the substance of
The application of simplified approach does not
the arrangement at the inception of the lease.
require the Company to track changes in credit
The arrangement is, or contains, a lease if fulfilment
risk. Rather, it recognizes impairment loss
of the arrangement is dependent on the use of a
allowance based on lifetime ECLs at each
specific asset or assets and the arrangement
reporting date, right from its initial recognition. For
conveys a right to use the asset or assets, even if
recognition of impairment loss on other financial
that right is not explicitly specified in an
assets and risk exposure, the Group determines
arrangement.
that whether there has been a significant increase
in the credit risk since initial recognition. If credit At the inception or reassessment of the
risk has not increased significantly, 12-month ECL arrangement that contains a lease, the payments
is used to provide for impairment loss. However, if and other consideration required by such an
credit risk has increased significantly, lifetime ECL arrangement are separated into those for the
is used. If in subsequent period, credit quality of leases and those for the other elements on the
the instrument improves such that there is no basis of the relative fair values. If it is concluded
longer a significant increase in credit risk since for a finance lease that it is impracticable to
initial recognition, then the entity reverts to separate the payments reliably, then the asset
recognizing impairment loss allowance based on and liability are recognised at an amount equal
12 month ECL. to the fair value of the underlying asset. The liability
is reduced as the payments are being made and
(ii) Non -financial assets
an imputed finance cost on the liability is
Goodwill and intangible assets that have an recognised using incremental borrowing rates.
indefinite useful life are not subject to amortisation
As a lessee
and are tested annually for impairment, or more
frequently if events or changes in circumstances Leases of property, plant and equipment where
indicate that they might be impaired. Other assets the Group, as lessee, has substantially all the risks
are tested for impairment whenever events or and rewards of ownership are classified as finance
changes in circumstances indicate that their leases. Finance leases are capitalised at the
carrying amounts may not be recoverable. For the lease’s inception at the fair value of the leased
purpose of impairment testing, the recoverable property or, if lower, the present value of the
amount (i.e. the higher of the fair value less cost minimum lease payments. The corresponding
rental obligations, net of finance charges, are
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included in borrowings or other financial liabilities Work-in-progress is valued at input material cost
as appropriate. Each lease payment is allocated plus conversion cost as applicable.
between the liability and finance cost. The finance Stock-in-trade is valued at the lower of net
cost is charged to the statement of profit and loss realisable value and cost (including prime cost
over the lease period so as to produce a constant and other overheads incurred in bringing the
periodic rate of interest on the remaining balance inventories to their present location and condition),
of the liability for each period. computed on a moving weighted average basis.
Leases in which a significant portion of the risks Finished goods are valued at lower of net
and rewards of ownership are not transferred to realisable value and cost (including prime cost,
the Group as lessee are classified as operating excise duty and other overheads incurred in
leases. Payments made under operating leases bringing the inventories to their present location
(net of any incentives received from the lessor) and condition).
are charged to the statement of profit and loss
Goods-in-transit/ with third parties and at godowns
on a straight-line basis over the period of the lease
are valued at cost which represents the costs
unless the payments are structured to increase in
incurred upto the stage at which the goods are in
line with expected general inflation to
transit with third parties and at godowns.
compensate for the lessor’s expected inflationary
cost increases. (g) Financial instruments
As a lessor i. Recognition and initial measurement
Lease income from operating leases where the The Group initially recognises financial assets and
Group is a lessor is recognised in income on a financial liabilities when it becomes a party to the
straight-line basis over the lease term unless the contractual provisions of the instrument. All
receipts are structured to increase in line with financial assets and liabilities are measured at fair
expected general inflation to compensate for the value on initial recognition. Transaction costs that
expected inflation. are directly attributable to the acquisition or issue
of financial assets and financial liabilities, that are
(f) Inventories
not at fair value through the statement of profit
Inventories are valued at the lower of weighted and loss, are added to the fair value on initial
average cost (including prime cost, excise duty recognition. Regular way purchase and sale of
and other overheads incurred in bringing the financial assets are accounted for at trade date.
inventories to their present location and condition)
ii. Classification and subsequent measurement
and estimated net realisable value, after providing
for obsolescence, where appropriate. The Financial assets
comparison of cost and net realisable value is Financial assets carried at amortised cost
made on an item-by-item basis. The net realisable A financial asset is subsequently measured at
value of materials in process is determined with amortised cost if it is held within a business model
reference to the selling prices of related finished
whose objective is to hold the asset in order to
goods. Raw materials, packing materials and
collect contractual cash flows and the contractual
other supplies held for use in production of
terms of the financial asset give rise on specified
inventories are not written down below cost dates to cash flows that are solely payments of
except in cases where material prices have principal and interest on the principal amount
declined, and it is estimated that the cost of the outstanding.
finished products will exceed their net realisable
value. Financial assets at fair value through other
comprehensive income
The provision for inventory obsolescence is
assessed regularly based on estimated usage and A financial asset is subsequently measured at fair
shelf life of products. value through other comprehensive income if it is
held within a business model whose objective is
Raw materials, packing materials and stores and achieved by both collecting contractual cash
spares are valued at cost computed on moving flows and selling financial assets and the
weighted average basis. The cost includes
contractual terms of the financial asset give rise
purchase price, inward freight and other
on specified dates to cash flows that are solely
incidental expenses net of refundable duties,
payments of principal and interest on the principal
levies and taxes, where applicable. amount outstanding.
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Financial assets at fair value through profit or loss (h) Revenue recognition
A financial asset which is not classified in any of Effective 1 April 2018, the Group has applied Ind
the above categories are subsequently fair valued AS 115 which establishes a comprehensive
through profit or loss. framework for determining whether, how much
Financial liabilities and when revenue is to be recognised. Ind AS 115
replaces Ind AS 18 Revenue and Ind AS 11
Financial liabilities are subsequently carried at Construction Contracts. The Group has adopted
amortised cost using the effective interest method. Ind AS 115 using the cumulative effect method.
For trade and other payables maturing within one The effect of initially applying this standard is
year from the Balance Sheet date, the carrying recognised at the date of initial application (i.e. 1
amounts approximate fair value due to the short April 2018). The standard is applied retrospectively
maturity of these instruments. only to contracts that are not completed as at
iii. Derecognition the date of initial application and the
Financial assets comparative information in the condensed interim
statement of profit and loss is not restated – i.e.
The Group derecognises a financial asset when
the comparative information continues to be
the contractual rights to the cash flows from the
reported under Ind AS 18 and Ind AS 11. The
financial asset expire, or it transfers the right to
adoption of the standard did not have any
receive the contractual cash flows in a transaction
material impact to the consolidated financial
in which substantially all of the risks and rewards
statements of the Group.
of ownership of the financial assets are transferred
or in which the Group neither transfers nor retains Revenue from contracts represents amount
substantially all of the risks and rewards of received and receivable from customers for sale
ownership and does not retain control of the of goods and for services rendered. Revenue is
financial asset. recognised upon transfer of control of promised
products or services to customers in an amount
If the Group enters into transactions whereby it
that reflects the consideration which the Group
transfers assets recognised on its balance sheet,
expects to receive in exchange for those products
but retains either all or substantially all of the risks
or services.
and rewards of the transferred assets, the
transferred assets are not derecognised. Revenue is measured based on the transaction
price, which is the consideration, adjusted for
returns, taxes, trade discounts, allowances,
The Group derecognises a financial liability when rebates, price concessions and other incentives,
its contractual obligations are discharged or if any, as specified in the contract with the
cancelled, or expire. customer. Returns, discounts, allowances and
The Group also derecognises a financial liability rebates are estimated using judgement based on
when its terms are modified and the cash flows historical experience and the specific terms of the
under the modified terms are substantially arrangement with the customers. Taxes collected
different. In this case, a new financial liability based on behalf of the government are excluded from
on the modified terms is recognised at fair value. revenue.
The difference between the carrying amount of The Group disaggregates revenue from contracts
the financial liability extinguished and a new with customers by the geography.
financial liability with modified terms is recognised
Recognition of dividend income, interest income
in the statement of profit and loss.
or expense:
iv. Offsetting
Dividend income is recognised in the statement
Financial assets and financial liabilities are offset of profit and loss on the date on which the Group's
and the net amount presented in the balance right to receive payment is established.
sheet when, and only when, the Group currently
Interest income or expense is recognised using
has a legally enforceable right to set off the
effective interest method.
amounts and it intends either to settle them on a
net basis or realise the asset and settle the liability The effective interest rate is the rate that exactly
simultaneously. discounts estimated future cash payments or
receipts through the expected life of the financial
instrument to:
130
a. the gross carrying amount of financial asset; or Deferred tax is not recognised for:
b. the amortised cost of financial liability - temporary differences arising on the initial
(i) Foreign currencies recognition of assets or liabilities in a transaction
that is not a business combination and that affects
Transactions in foreign currencies are initially neither accounting nor taxable the statement of
recorded by the Group at their functional currency profit and loss at the time of transaction.
spot rates at the date the transaction. Monetary
assets and liabilities denominated in foreign - temporary differences related to investments in
currency are translated at the functional currency subsidiaries, associates and interests in joint
spot rates of exchange at the reporting date. ventures, when the timing of the reversal of the
Exchange differences that arise on settlement of temporary differences can be controlled and it is
monetary items or on reporting at each balance probable that the temporary differences will not
sheet date of the Group’s monetary items at the reverse in the foreseeable future.
closing rates are recognised as income or Deferred tax assets are recognised to the extent
expenses in the period in which they arise. Non- that it is probable that future taxable profits will
monetary items which are carried at historical cost be available against which they can be used.
denominated in a foreign currency are reported Deferred tax assets recognised or unrecognised
using the exchange rates at the date of are reviewed at each reporting date and are
transaction. Non-monetary items measured at fair recognised / reduced to the extent that it is
value in a foreign currency are translated using probable / no longer probable respectively that
the exchange rates at the date when the fair the related tax benefit will be realised.
value is determined. Deferred tax is measured at the tax rates that are
(j) Income-tax expected to apply to the period when the asset is
Income-tax comprises current and deferred tax. realised or the liability is settled, based on the laws
It is recognised in the statement of profit and loss that have been enacted or substantively enacted
except to the extent that it relates to a business by the reporting date.
combination or to an item recognised directly in The measurement of deferred tax reflects the tax
equity or in other comprehensive income. consequences that would follow from the manner
in which the Group expects, at the reporting date,
i. Current tax
to recover or settle the carrying amount of its assets
Current tax comprises the expected tax payable and liabilities.
or receivable on the taxable income or loss for Deferred tax assets and liabilities are offset if there
the year and any adjustment to the tax payable is a legally enforceable right to offset current tax
or receivable in respect of previous years. The liabilities and assets, and the relate to income tax
amount of current tax reflects the best estimate levied by the same tax authority on the same
of the tax amount expected to be paid or taxable entity, or on different tax entities, but they
received after considering the uncertainty, if any intend to settle current tax liabilities and assets on
related to income taxes. It is measured using tax a net basis or their tax assets and liabilities will be
rates (and tax laws) enacted or substantively realised simultaneously.
enacted by the reporting date.
(k) Provisions and contingent liabilities
Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to i. General
set-off the recognised amounts, and it is intended Provisions are recognised when the Group has a
to realise the asset and settle the liability on a net present obligation (legal or constructive) as a result
basis or simultaneously. of a past event, it is probable that an outflow of
resources embodying economic benefits will be
ii. Deferred tax
required to settle the obligation and a reliable
Deferred tax is recognised in respect of temporary estimate can be made of the amount of the
differences between the carrying amounts of obligation. When the Group expects some or all
assets and liabilities for financial reporting purposes of a provision to be reimbursed, the expense
and the corresponding amounts used for taxation relating to a provision is presented in the statement
purposes. Deferred tax is also recognised in of profit and loss net of any reimbursement.
respect of carried forward tax losses and tax
If the effect of the time value of money is material,
credits.
provisions are discounted using a current pre-tax
131

rate that reflects, when appropriate, the risks and prior periods, discounting that amount and
specific to the liability. When discounting is used, deducting the fair value of any plan assets.
the increase in the provision due to the passage The calculation of defined benefit obligation is
of time is recognised as a finance cost. performed annually by a qualified actuary using
ii. Contingent liabilities the projected unit credit method. When the
A disclosure for contingent liabilities is made where calculation results in a potential asset for the
there is a possible obligation or a present Company, the recognised asset is limited to the
obligation that may probably not require an present value of economic benefits available in
outflow of resources. When there is a possible or a the form of any future refunds from the plan or
present obligation where the likelihood of outflow reductions in future contributions to the plan (‘the
of resources is remote, no provision or disclosure is asset ceiling’). In order to calculate the present
made. value of economic benefits, consideration is given
to any minimum funding requirements.
iii. Onerous Contracts
Remeasurements of the net defined benefit
Provision for onerous contracts i.e. contracts where liability, which comprise actuarial gains and losses,
the expected unavoidable cost of meeting the the return on plan assets (excluding interest) and
obligations under the contract exceed the the effect of the asset ceiling (if any, excluding
economic benefits expected to be received interest), are recognised in OCI. The Company
under it, are recognised when it is probable that determines the net interest expense (income) on
an outflow of resources embodying economic the net defined benefit liability (asset) for the
benefits will be recognised to settle a present period by applying the discount rate used to
obligation as a result of an obligating event based measure the defined benefit obligation at the
on the reliable estimate of such an obligation. beginning of the annual period to the then-net
(l) Employee benefits defined benefit liability (asset), taking into account
i. Short-term employee benefits any changes in the net defined benefit liability
(asset) during the period as a result of contributions
All employee benefits falling due wholly within
and benefit payments. Net interest expense and
twelve months of rendering the services are
other expenses related to defined benefit plans
classified as short-term employee benefits, which
are recognised in the statement of profit and loss.
include benefits like salaries, wages, short-term
compensated absences and per formance When the benefits of a plan are changed or when
incentives and are recognised as expenses in the a plan is curtailed, the resulting change in benefit
period in which the employee renders the related that relates to past service (‘past service cost’ or
service. ‘past service gain’) or the gain or loss on
curtailment is recognised immediately in the
ii. Post-employment benefits
statement of profit and loss. The Company
Defined contribution plans recognises gains and losses on the settlement of
A defined contribution plan is a post-employment a defined benefit plan when the settlement
benefit plan under which an entity pays fixed occurs.
contributions into a separate entity and will have iii. Other long-term employee benefits
no legal or constructive obligation to pay further
All employee benefits (other than post-
amounts. Obligations for contributions to defined
employment benefits and termination benefits)
contribution plans are recognised as an employee
which do not fall due wholly within twelve months
benefit expense in the statement of profit and loss
after the end of the period in which the employees
in the periods during which the related services
render the related services are determined based
are rendered by employees.
on actuarial valuation or discounted present value
Defined benefit plans method carried out at each balance sheet date.
A defined benefit plan is a post-employment The expected cost of accumulating
benefit plan other than a defined contribution compensated absences is determined by
plan. The Company’s net obligation in respect of actuarial valuation performed by an independent
defined benefit plans is calculated separately for actuary as at 31st March every year using
each plan by estimating the amount of future projected unit credit method on the additional
benefit that employees have earned in the current amount expected to be paid / availed as a result
of the unused entitlement that has accumulated
132
at the balance sheet date. Expense on non- issued upon conversion of all dilutive potential
accumulating compensated absences is equity shares. Dilutive potential equity shares are
recognised in the period in which the absences deemed converted as of the beginning of the
occur. year, unless issued at a later date. In computing
iv. Voluntary retirement scheme benefits diluted earnings per share, only potential equity
shares that are dilutive and that either reduces
Voluntary retirement scheme benefits are
earnings per share or increases loss per share are
recognised as an expense in the year they are
included. The number of shares and potentially
incurred.
dilutive equity shares are adjusted retrospectively
(m)Share-based payments for all periods presented for the share splits.
The grant date fair value of equity settled share- Treasury shares are excluded for the purpose of
based payment awards granted to employees is calculating basic and diluted earnings per share.
recognised as an employee expense, with a (p) Cash flow statement
corresponding increase in equity, over the vesting
Cash flows are reported using indirect method,
period. The amount recognised as expense is
whereby net profits before tax is adjusted for the
based on the estimate of the number of awards
effects of transactions of a non-cash nature and
for which the related service and non-market
any deferrals or accruals of past or future cash
vesting conditions are expected to be met, such
receipts or payments and items of income and
that the amount ultimately recognised as an
expenses associated with investing and financing
expense is based on the number of awards that
activities. The cash flows from regular revenue
do meet the related service and non-market
generating (operating activities), investing and
vesting conditions at the vesting date. The
financing activities of the Company are
Company has availed exemption given under Ind
segregated.
AS 101 and has not applied the fair value to the
equity instruments that were vested before the (q) Borrowing costs
date of transition to Ind AS i.e. 1 April 2016. Borrowing costs directly attributable to the
(n) Cash and cash equivalents acquisition or construction of those property, plant
and equipment which necessarily takes a
For the purpose of presentation in the statement
substantial period of time to get ready for their
of cash flows, cash and cash equivalents include
intended use are capitalised. All other borrowing
cash on hand, demand deposit with bank, other
costs are expensed in the period in which they
short-term, highly liquid investments with original
are incurred in the statement of profit and loss.
maturities of three months or less, that are readily
convertible to known amounts of cash and which (r) Treasury shares
are subject to an insignificant risk of change in The Holding Company has created an Employee
value, and bank overdrafts. Bank overdrafts are Welfare Trust – Agro Tech ESOP Trust (‘ATET’) for
shown within borrowings under current liabilities as implementation of the schemes that are notified
on Balance Sheet date. or may be notified from time to time by the
(o) Earnings per share Company under the plan, providing share based
payment to its employees. ATET purchases shares
Basic Earnings Per Share ('EPS') is computed by
of the Holding Company out of funds borrowed
dividing the net profit attributable to the equity
from the Holding Company. The Holding
shareholders by the weighted average number
Company treats ATET as its extension and shares
of equity shares outstanding during the year.
held by ATET are treated as treasury shares. Own
Diluted earnings per share is computed by dividing
equity instruments (treasury shares) are recognised
the net profit by the weighted average number
at cost and deducted from equity. Profit on sale
of equity shares considered for deriving basic
of treasury shares by ATET trust is recognised in ATET
earnings per share and also the weighted average
reserve.
number of equity shares that could have been
133

(s) Recent accounting pronouncements ii. Transition
Standards issued but not yet effective: The Group plans to apply Ind AS 116 initially on 1
On 30 March 2019, the Ministry of Corporate Affairs April 2019, using the modified retrospective
("MCA") vide the Companies (Indian Accounting approach. Therefore, the cumulative effect of
Standards) Amendment Rules, 2018 has notified adopting Ind AS 116 will be recognised as an
the following new and amendments to Ind ASs adjustment to the opening balance of retained
which the Company has not applied as they are earnings at 1 April 2019, with no restatement of
effective for periods beginning on or after 1 April comparative information.
2019: The Group plans to apply the practical expedient
(1) Ind AS 116 - Leases to grandfather the definition of a lease on
The Group is required to adopt Ind AS 116, Leases transition. This means that it will apply Ind AS 116
from 1 April 2019. Ind AS 116 introduces a single, to all contracts entered into before 1 April 2019
on-balance sheet lease accounting model for and identified as leases in accordance with Ind
lessees. A lessee recognises a right-of-use asset AS 17.
representing its right to use the underlying asset (2) Ind AS 12 Income-taxes (amendments relating
and a lease liability representing its obligation to to income tax consequences of dividend and
make lease payments. There are recognition uncertainty over income-tax treatments)
exemptions for short-term leases and leases of low-
value items. Lessor accounting remains similar to The amendment relating to income-tax
the current standard – i.e. lessors continue to consequences of dividend clarify that an entity
classify leases as finance or operating leases. It shall recognise the income tax consequences of
replaces existing leases guidance, Ind AS 17, dividends in the statement of profit and loss, other
Leases. comprehensive income or equity according to
where the entity originally recognised those past
The Group has completed an initial assessment of transactions or events. The Group does not expect
the potential impact on its consolidated financial any significant impact from this pronouncement.
statements but has not yet completed its detailed It is relevant to note that the amendment does
assessment. The quantitative impact of adoption not amend situations where the entity pays a tax
of Ind AS 116 on the consolidated financial on dividend which is effectively a portion of
statements in the period of initial application is not dividends paid to taxation authorities on behalf
reasonably estimable as at present. of shareholders. Such amount paid or payable to
Leases in which the Group is a lessee taxation authorities continues to be charged to
The Group will assess and if needed recognise new equity as part of dividend, in accordance with Ind
assets and liabilities (if any) for its operating leases AS 12.
of warehouses and offices facilities (see Note 31). The amendment to Appendix C of Ind AS 12
The nature of expenses related to those leases will specifies that the amendment is to be applied to
now change because the Group will recognise a the determination of taxable profit (tax loss), tax
depreciation charge for right-of-use assets and bases, unused tax losses, unused tax credits and
interest expense on lease liabilities. tax rates, when there is uncertainty over income
Previously, the Group recognised operating lease tax treatments under Ind AS 12. It outlines the
expense on a straight-line basis over the term of following: (1) the entity has to use judgement, to
the lease, and recognised assets and liabilities only determine whether each tax treatment should be
to the extent that there was a timing difference considered separately or whether some can be
between actual lease payments and the expense considered together. The decision should be
recognised. based on the approach which provides better
In addition, the Group will no longer recognise predictions of the resolution of the uncertainty (2)
provisions for operating leases that it assesses to the entity is to assume that the taxation authority
be onerous as described in Note 3(d). Instead, the will have full knowledge of all relevant information
Group will include the payments due under the while examining any amount (3) entity has to
lease in its lease liability and apply Ind AS 36, consider the probability of the relevant taxation
Impairment of Assets to determine whether the authority accepting the tax treatment and the
right-of-use asset is impaired and to account for determination of taxable profit (tax loss), tax bases,
any impairment. unused tax losses, unused tax credits and tax rates
134
would depend upon the probability. The Group (5) Ind AS 23 – Borrowing Costs
does not expect any significant impact of the The amendments clarify that if any specific
amendment on its consolidated financial borrowing remains outstanding after the related
statements. asset is ready for its intended use or sale, that
(3) Ind AS 109 – Prepayment Features with borrowing becomes part of the funds that an
Negative Compensation entity borrows generally when calculating the
capitalisation rate on general borrowings. The
The amendments relate to the existing Group does not expect this amendment to have
requirements in Ind AS 109 regarding termination any significant impact on its consolidated financial
rights in order to allow measurement at amortised statements.
cost (or, depending on the business model, at fair
(6) Ind AS 28 – Long-term Interests in Associates
value through other comprehensive income) even
and Joint Ventures
in the case of negative compensation payments.
The Group does not expect this amendment to The amendments clarify that an entity applies Ind
have any significant impact on its consolidated AS 109 Financial Instruments, to long-term interests
financial statements. in an associate or joint venture that form part of
the net investment in the associate or joint venture
(4) Ind AS 19 – Plan Amendment, Curtailment or but to which the equity method is not applied.
Settlement The Group does not currently have any long-term
The amendments clarify that if a plan interests in associates and joint ventures.
amendment, curtailment or settlement occurs, it (7) Ind AS 103 – Business Combinations and Ind
is mandatory that the current service cost and the AS 111 – Joint Arrangements
net interest for the period after the re- The amendments to Ind AS 103 relating to re-
measurement are determined using the measurement clarify that when an entity obtains
assumptions used for the re-measurement. In control of a business that is a joint operation, it re-
addition, amendments have been included to measures previously held interests in that business.
clarify the effect of a plan amendment, The amendments to Ind AS 111 clarify that when
curtailment or settlement on the requirements an entity obtains joint control of a business that is
regarding the asset ceiling. The Group does not a joint operation, the entity does not re-measure
expect this amendment to have any significant previously held interests in that business. The Group
impact on its consolidated financial statements. does not currently have any interests in joint
ventures.
135
Note 4 - Property, plant and equipment and capital work-in-progress

amount
As at Exchange Addi- Disposals As at As at Exchange Depre- Dis As at As at
Description 1 April differences tions (refer 31 March 1 April differ- ciation for posals 31 March 31 March
2018 note 33) 2019 2018 ences the year 2019 2019
Freehold land 113.90 1.06 - 4.46 110.50 - - - - - 110.50
Buildings 639.56 3.26 30.07 51.30 621.59 40.07 0.15 24.44 4.26 60.40 561.19
Roads 39.27 - 0.26 0.79 38.74 8.00 - 4.55 0.61 11.94 26.80
Plant and equipment 815.38 1.48 203.68 164.84 855.70 103.72 0.12 58.17 22.47 139.54 716.16
Laboratory equipment 20.51 - 1.23 0.85 20.89 5.81 - 2.95 0.26 8.50 12.39
Furniture and fixtures 79.16 0.03 9.96 12.17 76.98 17.78 - 8.99 2.85 23.92 53.06
Office equipment 35.91 - 2.92 9.81 29.02 17.26 - 6.96 5.64 18.58 10.44
Electrical equipment 99.16 - 8.46 18.47 89.15 24.98 - 12.48 5.43 32.03 57.12
Computer and data Process 110.03 0.01 3.39 3.14 110.29 53.68 - 22.75 1.90 74.53 35.76
Leasehold improvements - buildings 9.48 - - - 9.48 3.88 - 1.94 - 5.82 3.66
Leasehold improvements - electrical equipment 3.99 - 0.23 0.09 4.13 2.60 - 1.27 0.07 3.80 0.33
Leasehold improvements - furniture and fittings 8.42 - 0.41 0.01 8.82 5.08 - 2.44 0.03 7.49 1.33
Total 1,974.77 5.84 260.61 265.93 1,975.29 282.86 0.27 146.94 43.52 386.55 1,588.74
136
amount
As at Exchange Addi- Disposals As at As at Exchange Depre- Dis As at As at
Description 1 April differences tions (refer 31 March 1 April differ- ciation for posals 31 March 31 March
2017 note 33) 2018 2017 ences the year 2018 2018
Freehold land 114.60 (0.70) - - 113.90 - - - - - 113.90

Buildings 629.44 (2.16) 12.28 - 639.56 15.82 - 24.25 - 40.07 599.49
Roads 38.66 - 0.61 - 39.27 3.40 - 4.60 - 8.00 31.27
Plant and equipment 698.12 (0.93) 118.19 - 815.38 48.72 - 55.00 - 103.72 711.66
Laboratory equipment 20.08 - 0.44 0.01 20.51 2.89 - 2.92 - 5.81 14.70
Furniture and fixtures 75.90 (0.01) 3.27 - 79.16 8.63 - 9.15 - 17.78 61.38
Office equipment 32.35 - 3.58 0.02 35.91 8.82 - 8.44 - 17.26 18.65
Electrical equipment 91.05 - 8.11 - 99.16 12.08 - 12.90 - 24.98 74.18
Computer and data Process 107.01 - 4.09 1.07 110.03 28.17 - 25.51 - 53.68 56.35
Leasehold improvements-buildings 9.48 - - - 9.48 1.94 - 1.94 - 3.88 5.60
Leasehold improvements-electrical equipment 3.99 - - - 3.99 1.30 - 1.30 - 2.60 1.39
Leasehold improvements-furniture and fittings 8.42 - - - 8.42 2.54 - 2.54 - 5.08 3.34
Total 1,829.10 (3.80) 150.57 1.10 1,974.77 134.31 - 148.55 - 282.86 1,691.91
Note: (a) Refer note 30 for disclosure of contractual commitments for acquisitions of property, plant and equipment.
Note 5 - Intangible assets

amount
2018 2019 2018 year 2019 2019
Total 301.88 - - 301.88 61.83 26.12 - 87.95 213.93

amount
Deemed Additions Disposals As at Deemed Amortisa- Disposals As at As at
Description cost as at 31 March cost as at tion for the 31 March 31 March
1 April 2018 1 April year 2018 2018
2017 2016
137
Total 301.88 - - 301.88 30.87 30.96 - 61.83 240.05
Note:
(a) Trademarks represent the purchase consideration paid for the brand viz 'Sundrop'. As estimated by the Management, this trademarks have an indefinite useful
life. Hence, the same is not amortised as per Ind AS 36 "Impairment of Assets" and only tested for impairment. Also refer note 32.

As at As at
Note 6 - Non-current loans receivables

Security deposits
Less: Allowance for doubtful deposits (0.56) (0.56)
29.28 44.24
Note 7 - Other non-current assets
Unsecured
Considered good:
Capital advances 88.28 42.67
Income-tax assets (net)* 93.77 83.39
Considered doubtful:
Advances with Government and public bodies 6.12 6.12
Less: Allowance for doubtful advances (28.74) (28.74)
370.83 314.29
*Also refer note 29.
Note 8 - Inventories^
Goods-in-transit-raw materials 12.39 3.37
Goods-in-transit-packing materials 7.63 9.12
Goods-in-transit-finished goods 27.33 25.00
840.25 945.25
^ Refer note 3(f) for method of valuation for inventories.

The write down (reversal) of inventories to net realisable value during the year amounted to ` 0.30 (31 March
2018: ` 7.21). The write down is included in cost of materials consumed or changes in inventories of finished
goods and stock-in trade.
138

As at As at
Note 9 - Current investments

Investments in mutual funds - quoted (carried at fair value through profit and loss (FVTPL)) 350.66 -
350.66 -
Aggregate book value/ market value of quoted current investments 350.66 -
Aggregate provision for impairment in value of current investments - -
Information about the Group's exposure to credit and

market risks, and fair value measurement, are included in Note 43.
Note 10 - Trade receivables

Less: Provision for impairment (56.25) (51.29)
810.13 499.98
Information about the Group's exposure to credit and currency risk,
loss allowances related to trade receivables are disclosed in Note 43.
Note 11 - Cash and bank balances

Cash and cash equivalents:
Balances with banks - in current accounts 40.91 33.19
Fixed deposits 2.77 51.64
44.28 86.27
Other bank balances:
Unpaid dividend accounts 3.45 3.26
Fixed deposits* 0.87 218.60
4.32 221.86
* Includes margin money deposits ` 0.87 (31 March 2018 ` 0.60).
Note 12 - Other financial assets

Insurance claims receivable (refer note 33) 144.09 -
Interest accrued 0.01 2.48
Other receivable 1.17 14.05
145.27 16.53
Note 13 - Other current assets
Unsecured, considered good
Unsecured, considered doubtful
Less: Provision for doubtful advances (11.70) (11.70)
156.49 145.43
139

Note 14 - Share capital
As at As at
Authorised
Equity shares
25,000,000 (31 March 2018: 25,000,000), equity shares of 250.00 250.00
` 10 each par value
Preference shares
1,000,000 (31 March 2018: 1,000,000), cumulative redeemable 100.00 100.00
preference shares, of ` 100 each par value
350.00 350,00
Issued
Equity shares 243.72 243.72
24,372,139 (31 March 2018: 24,372,139), equity shares
of ` 10 each par value 243.72 243.72
Subscribed and fully paid-up

Equity shares fully paid
24,369,264 (31 March 2018: 24,369,264), equity shares of 243.69 243.69
` 10 each fully paid up
243.69 243.69
Rights, preferences and restrictions attached to the equity shares:

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to
dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as
declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are
in proportion to their share of the paid-up equity capital of the Company. Voting rights cannot be exercised
in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay
any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the
holders of equity shares will be entitled to receive the residual assets of the Company, remaining after
distribution of all preferential amounts in proportion to the number of equity shares held.
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including
shares held by subsidiaries or associates of the holding company or the ultimate holding company in
aggregate :
As at As at
Holding Company
12,616,619 126.17 12,616,619 126.17
140

(b) Details of shareholders holding more than 5% of total number of equity shares:
As at As at
* CAG Tech (Mauritius) Limited is the holding company and is an indirect subsidiary of Conagra Brands Inc.
(formerly known as ConAgra Foods Inc.) (ultimate holding company).
(c) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
As at As at
Balance at the beginning of the reporting year 24,369,264 243.69 24,369,264 243.69
Shares issued during the year - - - -
Balance at the end of the reporting year 24,369,264 243.69 24,369,264 243.69
(d) During the five previous financial years ended 31 March 2019, no shares have been bought back, issued
for consideration other than cash and no bonus shares have been issued.
(e) Share based payments
The Holding Company instituted the "Agro Tech Foods Limited Employee Stock Option Plan' ("Plan") to grant
equity based incentives to its eligible employees. The Holding Company has established a trust called the
Agro Tech ESOP Trust ("Trust") to implement the Plan. The Holding Company has given advance to the Trust
for purchase of the Company’s shares and advance outstanding as at 31 March 2019 is ` 402.28 (` 502.38 as
at 31 March 2018 ).
Under the plan a maximum of 23,436,926 options will be granted to the eligible employees. All these options
are planned to be settled in equity at the time of exercise at the option of the employee. These options have
an exercise price of ` 561.00, ` 597.55 and ` 589.75 per share granted during the years ended 31 March 2014,
31 March 2015 and 31 March 2016 respectively and vests on a graded basis as follows:
Vesting period from the grant date Vesting schedule
Stock option activity under the plan was as follows:
Movement in the options under the scheme:
31 March 2019 31 March 2018
Options outstanding at the beginning of the year 804,987 972,140
Options granted during the year - -
Options exercised during the year (6,799) (115,125)
Options forfeited during the year (6,261) (52,028)
Shares under option at the end of the year 791,927 804,987
Fair value Measurement:
The fair value of the employee share based payment is determined using the Black Scholes model on the
date of grant. No new grants have been issued during the year ended 31 March 2019 and 31 March 2018.
141

Note 15 - Other equity
General Securi- Re- Trea- Foreign Share Agro Tech Total
Particulars reserve ties tained sury currency options ESOP Trust
premium earnings Shares translation outstanding (ATET)
reserve account reserve
Balance as at 1 April 2017 127.05 721.29 2,373.64 (571.33) 3.21 163.26 2.40 2,819.52
Additions:
Remeasurement of the net defined - - (0.19) - - - - (0.19)
Sale of treasury shares by the Trust - - - 58.51 - - - 58.51
Profit on sale of treasury shares by the Trust - - - - - - 6.77 6.77
Net profit after tax transferred from the - - 315.63 - - - - 315.63
statement of profit and loss
Employee share based payment - - - - - 14.15 - 14.15
(Refer note 14(e))
Foreign currency translation reserve - - - - (4.89) - - (4.89)
Exercise of share options 17.37 - - - - (17.37) - -
144.42 721.29 2,689.08 (512.82) (1.68) 160.04 9.17 3,209.50
Deductions:
Dividends - - 46.49 - - - - 46.49
Tax on dividend - - 9.92 - - - - 9.92
Balance as at 31 March 2018 144.42 721.29 2,632.67 (512.82) (1.68) 160.04 9.17 3,153.09
Balance as at 1 April 2018 144.42 721.29 2,632.67 (512.82) (1.68) 160.04 9.17 3,153.09
Additions:
Remeasurement of the net defined benefit - - 0.27 - - - - 0.27
Sale of treasury shares by the Trust - - - 75.75 - - - 75.75
Profit on sale of treasury shares by the Trust - - - - - - 8.90 8.90
Net profit after tax transferred from the - - 342.54 - - - - 342.54
statement of profit and loss
Employee share based payment (Refer note 14(e)) - - - - - 4.80 - 4.80
Foreign currency translation reserve - - - - 5.80 - - 5.80
Exercise of share options 1.33 - - - - (1.33) - -
145.75 721.29 2,975.48 (437.07) 4.12 163.51 18.07 3,591.15
Deductions:
Dividends - - 58.42 - - - - 58.42
Tax on dividend - - 12.52 - - - - 12.52
Balance as at 31 March 2019 145.75 721.29 2,904.54 (437.07) 4.12 163.51 18.07 3,520.21
Nature and purpose of other reserves
General Reserve
General reserve is used from time to time to transfer profit from reserves, for appropriation purposes.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance
with the provisions of the Act.
Agro Tech ESOP Trust (ATET) reserve
Profit on sale of treasury shares by Agro Tech ESOP Trust is recognised in ATET reserve.
142

Dividends
The following dividends were declared and paid by the Company during the year.
31 March 2019 31 March 2018
` 2.50 per equity share (31 March 2018: ` 2) to equity shareholders 58.42 46.49
Dividend distribution tax (DDT) on dividend 12.52 9.92
70.94 56.41
After the reporting dates dividend of ` 2.50 (31 March 2018: ` 2.50) per equity share were proposed by the Directors
subject to the approval at the annual general meeting; the dividends have not been recognised as liabilities.
Dividends would attract dividend distribution tax when declared or paid.
As at As at
Note 16 - Non-current provisions

Provision for employee benefits
17.23 16.40
Note 17 - Trade payables
Total outstanding dues of micro enterprises and
small enterprises (Refer note below) 44.38 57.71
Total outstanding dues of creditors other than 590.56 594.15
micro enterprises and small enterprises*
634.94 651.86
Note:
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August
2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with
its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum.
Accordingly, the disclosure in respect of the amounts payable to such enterprises as at reporting date has
been made in the consolidated financial statements based on information received and available with the
Group. Further, in the view of the Management, the impact of interest, if any, that may be payable in
accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 ("the
MSMED Act") is not expected to be material. The Group has not received any claim for interest from any
supplier under the said Act.
Disclosure required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006.
143

As at As at
The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of the year:
- Principal 44.38 57.71
- Interest - -
The amount of interest paid by the Group in terms of Section 16
of the MSMED Act, 2006 along with the amount of the payment
made to the supplier beyond the appointed date during the year. - -
The amount of the payments made to micro and small suppliers
beyond the appointed day during each accounting year. - -
The amount of interest due and payable for the period of delay in making
payment (which has been paid but beyond the appointed day during the year)
but without adding the interest specified under the MSMED Act, 2006. - -
The amount of interest accrued and remaining unpaid at the end of - -
each accounting year.
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purposes of disallowance as a deductible
expenditure under the MSMED Act, 2006. - -
* Includes payables to related parties as disclosed under note 37.
Information about Group's exposure to currency and liquidity risks related to the trade payable are included
in note 43.
Note 18 - Other financial liabilities
Payables for purchase of property, plant and equipment 2.61 7.36
Unclaimed dividends* 3.45 3.26
Payroll related liabilities 43.05 39.07
Other liabilities 6.35 7.80
55.46 57.49
* Investor education and protection fund shall be credited when due.
Information about Group's exposure to currency and liquidity risks related to the above financial liabilities
are included in note 43.
Note 19 - Other current liabilities
Advance from customers 14.77 17.23
Statutory liabilities (including provident fund, tax deducted at source and others) 17.77 17.96
37.80 40.45
Note 20 - Provisions
Provision for employee benefits:
Others:
Provision for indirect tax matters 41.88 55.49
54.26 66.90
Movement of provision for indirect tax matters
Provision created / (utilised / reversed), net (13.61) (2.19)
Closing balance 41.88 55.49
144

Particulars
31 March 2019 31 March 2018
Note 21 - Revenue from operations
Sale of products* 8,231.83 8,105.77
Other operating revenues 4.78 10.99
8,236.61 8,116.76
* The Group disaggregates revenue from contracts with customers by the geography. Disaggregation of
revenue by the geography is not an operating segment as disclosed in note 36.
Location
India 8,195.69 8,082.63
Outside India 36.14 23.14
Total 8,231.83 8,105.77
Geographical revenue is allocated based on the location of the customers.
Gross to net revenue disclosure
Revenue at contracted price 8,659.33 8,439.33
Less : Trade allowances and rebates 427.50 333.56
Net revenue recognised during the year 8,231.83 8,105.77
Note 22 - Other income

Gain on sale of investments in mutual funds 27.53 2.29
Fair value gain on financial assets measured at fair value through profit and loss 0.66 -
Interest income 9.84 7.15
38.03 9.44
Note 23 - Cost of materials consumed
Opening stock
Add: Purchases
Raw materials 3,499.88 3,316.05
Less: Closing stock
4,195.74 4,135.49
Note 24 - Purchase of stock-in-trade
Stock-in-trade 1,426.64 1,282.69
1,426.64 1,282.69
Note 25 - Changes in inventories of finished goods and stock-in-trade
Opening inventory:
Closing inventory:
Increase in inventory (0.20) (28.65)
145

Particulars
31 March 2019 31 March 2018
Note 26 - Employee benefit expenses

Salaries, wages and bonus 489.62 469.17
Contribution to provident and other funds (Refer note 41) 47.78 43.41
Employee share based payment expense 4.80 14.15
Staff welfare expenses 13.93 12.99
556.13 539.72
Note 27 - Finance costs
Interest expense 0.94 2.53
0.94 2.53
Note 28 - Other expenses
Consumption of stores and spares 23.99 20.42
Excise duty - 7.21
Power and fuel 60.58 46.29
Processing charges 81.36 60.79
Rent (Refer note 31) 235.99 243.62
Rates and taxes 24.08 25.43
Repairs and maintenance:
- Machinery 6.04 7.62
- Buildings 0.28 0.18
- Others 21.35 21.81
Insurance 10.89 11.93
Printing and stationery 2.96 2.87
Software expenses 22.92 24.25
Communication expenses 22.21 24.43
Travelling expenses 94.67 90.74
Auditors' remuneration (Refer note 34) 7.83 6.59
Outward freight 366.62 323.44
Brokerage/ commission 38.61 45.60
Distribution expenses 96.46 92.16
Legal and professional charges 73.03 81.15
Advertisement and sales promotion 144.08 324.21
Royalty 26.97 24.90
Provision for doubtful debts 4.96 -
Loss on foreign currency transactions, net 1.30 0.72
Bank charges 0.87 0.88
Miscellaneous expenses 41.22 39.75
1,411.16 1,527.32
146

Note 29 - Income-tax
Particulars
31 March 2019 31 March 2018
(a) Amounts recognised in the statement of profit and loss
Tax expense for the year
Current tax 182.34 173.12
Income-tax in respect of earlier years 0.13 -
182.47 173.12
Deferred tax (credit) (5.39) (1.16)
Deferred tax in respect of earlier years (8.45) -
168.63 171.96
(b) Amounts recognised in other comprehensive income
Current tax -* (0.08)
- (0.08)
*amount is below the rounding off norm adopted by the Group. The actual amount in ` terms is ` 3,255.
(c) Reconciliation of effective tax rate
Tax using the Group’s domestic tax rate 179.12 168.75
Tax effect of:
Adjustment of tax relating to the earlier years (9.29) -
Employee share based payment expense - 4.90
Weighted deduction on research and development expenditure (2.36) (2.66)
MAT credit entitlement (0.96) -
Deferred tax credit for deduction under Section 80JJAA of the Income-tax Act,1961. (1.33) -
Others 3.44 0.97
168.63 171.96
(d) Recognised deferred tax assets and liabilities:
Particulars Deferred tax Deferred tax Deferred tax
assets liabilities (liabilities)/ Asset, net
As at As at As at As at As at As at
31 March 31 March 31 March 31 March 31 March 31 March
2019 2018 2019 2018 2019 2018
On provision for doubtful advances, 30.82 28.81 - - 30.82 28.81
trade receivables and other assets
On expenditure allowed on payment basis 15.48 12.97 - - 15.48 12.97
Property, plant and equipment - - 184.11 171.84 (184.11) (171.84)
Other items 0.06 - - 6.33 0.06 (6.33)
MAT credit entitlement 2.31 - - - 2.31 -
Unabsorbed loss of Agro Tech Foods 20.07 7.43 - - 20.07 7.43
(Bangladesh) Pvt. Ltd.
Unabsorbed loss of Sundrop Foods Lanka 1.27 0.64 - - 1.27 0.64
(Private) Limited
70.01 49.85 184.11 178.17 (114.10) (128.32)
Deferred tax assets 17.63 8.95
Deferred tax liabilities (131.73) (137.27)
Net deferred tax liabilities (114.10) (128.32)
147

(e) Movement in temporary differences

2018 profit and loss^ 2019
On provision for doubtful advances, trade 28.81 2.01 - - 30.82
receivables and other assets
On expenditure allowed on payment basis 12.97 2.51 - - 15.48
Other items (6.33) 6.39 - - 0.06
MAT credit entitlement - 2.31 - - 2.31
Unabsorbed loss of Agro Tech Foods (Bangladesh) Pvt. Ltd. 7.43 12.64 - - 20.07
Unabsorbed loss of Sundrop Foods Lanka (Private) Limited 0.64 0.63 - - 1.27
(128.32) 14.22 - - (114.10)

2017 profit and loss^ 2018
On provision for doubtful advances, trade 29.02 (0.21) - - 28.81
receivables and other assets
On expenditure allowed on payment basis 14.34 (1.37) - - 12.97
Property, plant and equipment (175.96) 4.12 - - (171.84)
Other items (6.33) - - - (6.33)
MAT credit entitlement 20.28 - - (20.28) -
Unabsorbed loss of Agro Tech Foods 9.22 (1.79) - - 7.43
(Bangladesh) Pvt. Ltd.
Unabsorbed loss of Sundrop Foods 0.44 0.20 - - 0.64
Lanka (Private) Limited
(108.99) 0.95 - (20.28) (128.32)
^ net of exchange gain/loss
(f) The following table provides the details of income-tax assets and current tax liabilities :
As at As at
Particulars
31 March 2019 1 April 2018
Income-tax assets, (net) 93.77 83.39
88.51 78.13
Note 30 - Contingent liabilities and commitments:
As at As at
Particulars
31 March 2019 1 April 2018
Estimated amount of contracts remaining to be executed on
capital account and not provided for (net of capital advances) 337.47 25.13
Contingent liabilities:
Claims against the Group not acknowledged as debts in respect of :
- Indirect tax and direct tax matters, under dispute 264.13 296.37
- Other matters, under dispute 0.50 0.50
a) Also refer note 42
b) The Group is subject to legal proceedings and claims, which have arisen in the ordinary course of business
148

including litigation before various tax authorities. The amounts included above represent the best possible
estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are
dependent on the outcome of the different legal processes which have been invoked by the Group or the
claimants as the case may be and therefore cannot be predicted accurately. The Group engages reputed
professional advisors to protect its interests and has been advised that it has strong legal positions against such
dispute. The Group's Management does not reasonably expect that these legal actions, when ultimately
concluded and determined, will have a material and adverse effect on the Group's results of operations or
financial conditions. The Group has accrued appropriate provision wherever required.
Note 31 Operating leases
(i) The Group leases warehouses and office facilities under cancellable and non-cancellable operating lease
agreements. Total rental expense under cancellable operating leases was ` 47.56 (31 March 2018: ` 51.40)
and under non-cancellable portion was ` 26.42 (31 March 2018: ` 24.54) inclusive of maintenance and
other charges, which has been disclosed as rent.
(ii) The Group has certain cancellable arrangements with contract packers (which conveys a right to use an
asset in return for a payment or a series of payment) identified to be in the nature of lease and have been
classified as operating lease arrangements. Rental expenses of ` 162.01 (31 March 2018: ` 167.68) in respect
of obligation under operating leases have been recognised in the statement of profit and loss. Management
has concluded that it is impractible to seperate lease and non-lease payment. The lease payment disclosed
in this note also includes non lease payments.
Future minimum lease payments
The future minimum lease payments to be made under non-cancellable operating lease are as under:
As at As at
Particulars
31 March 2019 31 March 2018
Due within one year 30.06 10.81
Due later than one year and not later then five years 133.45 27.14
Later than five years 152.90 54.63
316.41 92.58
Note 32 Intangible assets - Trademarks
Trademarks represents the purchase consideration paid for brand viz."Sundrop". Sundrop brand has an indefinite
useful life is measured at cost and is not subject to amortised, but tested for impairment annually or more
frequently if events or changes in circumstances indicate that it might be impaired. On the balance sheet
date, the Management reassesses the value of brand through an independent valuer to ensure that the
recoverable amount of the asset is not lower than its carrying amount. Key assumptions used in the estimation
of the recoverable amount are set out below.
As at As at
Particulars
31 March 2019 31 March 2018
Pre tax discount rate 25.40% 25.60%
Terminal growth rate 1.00% 1.00%
The management believes that any reasonable possible change in the key assumptions that would not
cause the carrying amount to exceed the recoverable amount of the asset.
Note 33 - Exceptional items
On 04 November 2018, a fire broke out at one of the manufacturing facilities of the Holding Company
which caused damage to the Holding Company’s property, plant, equipment and inventories. The Holding
Company lodged claim with the insurance company for losses suffered which is under survey by the
insurance company. The Holding Company has recorded a loss of ` 251.76 arising from such incident for
the year ended 31 March 2019. Further, the Holding Company has also recognised a minimum insurance
claim receivable for equivalent amounts and has been disclosed under note 12 in these consolidated
financial statements. The aforementioned losses and the corresponding credit arising from insurance claim
149

receivable has been presented on a net basis (` Nil) under Exceptional items in these consolidated financial
statements. There are no disputes made by the insurance company against such claim till the date of
these consolidated financial statements. The Holding Company has received on account payments of `
100 from the insurance company and ` 6.77 from the scrap vendor. The same has been adjusted with the
amount recoverable from the insurance company.
Also, the Holding Company is in the process of determining its final claim for loss of property, plant and
equipment and losses incurred due to interruption of business and has accordingly not recorded any
further claim arising therefrom at this stage.
Note 34 - Auditors' remuneration (excluding applicable taxes):
Particulars
31 March 2019 31 March 2018
As Auditor
Statutory audit 3.64 3.30
Tax audit 0.35 0.32
Limited reviews 0.80 0.73
Fees for certifications 1.33 1.21
Others 0.77 0.42
Reimbursement of expenses 0.94 0.61
7.83 6.59
Note 35 - Earnings per equity share ("EPS")

Particulars
31 March 2019 31 March 2018
(a) Net profit attributable to the equity shareholders 342.54 315.63
Weighted average number of equity shares outstanding of ` 10 each during the year
Basic outstanding shares 24,369,264 24,369,264
Less: Weighted average shares held with the Agro Tech ESOP Trust 961,078 1,099,228
(b) Weighted average shares used for computing basic EPS 23,408,186 23,270,036
Add: Dilutive effect of stock options 31,834 3,680
(c) Weighted average shares used for computing diluted EPS 23,440,020 23,273,716
(d) Basic earnings per share (`) (a/b) 14.63 13.56
(e) Diluted earnings per share (`) (a/c) 14.61 13.56
Note 36 Segmental information

The Chief Operating Decision Maker (CODM) evaluates the Group's performance and allocates resources
based on analysis of various performance indicators by industry classes. The operating segment of the Group
has been identified as "Foods" as the CODM reviews the business performance at an overall Group level as
one segment.
Information about major customers
Revenue from specific customers exceeding 10% of total revenue for the years ended 31 March 2019 and 31
March 2018 are as follows:
One customer 1,158.20 1,196.26

Percent 14.07% 14.76%
150

Note 37 Related parties
Relationships Name of related parties
1. Ultimate holding company Conagra Brands Inc. (formerly known as ConAgra Foods Inc.)
2. Holding company CAG Tech (Mauritius) Limited
3. Fellow subsidiary company ConAgra Foods Export Company, Inc.
4. Key Management Personnel (KMP)
Managing Director & Chief Executive Officer Mr. Sachin Gopal
Chief Financial Officer Mr. Arijit Datta
Company Secretary Ms. Jyoti Chawla (appointed w.e.f. 26 July 2017)
Independent Directors Lt. Gen.D.B. Singh
Mr. Sanjaya Kulkarni
Mr. Arun Bewoor
Mr. Narendra Ambwani
Ms. Veena Vishindas Gidwani
5 Post-employment benefit trusts Agro Tech Foods Management Staff Gratuity Fund
Agro Tech Foods Non-Management Gratuity Fund
Agro Tech Foods Provident Fund
Agro Tech Foods Superannuation Fund
(a) Related party transactions during the year
For the For the
Particulars Relationship
year ended year ended
31 March 2019 31 March 2018
ConAgra Foods Export Company, Inc. Fellow subsidiary
Purchase of materials 1.04 -
Conagra Brands Inc. Ultimate holding company
Royalty 26.96 24.11
Recovery of expenses 0.22 3.27
Income earned on services rendered - 5.55
CAG Tech (Mauritius) Limited Holding company
Dividend (on payment basis) 31.54 25.23
Key Managerial Personnel Compensation Key Management Personnel
Short-term employee benefits* 35.49 33.37
Post-employment defined benefits* 2.01 1.95
Sitting fees and commission to independent directors 5.85 6.58
Agro Tech Foods Management Staff Gratuity Fund Post-employment benefit trusts
Agro Tech Foods Provident Fund Post-employment benefit trusts
Agro Tech Foods Superannuation Fund Post-employment benefit trusts
*Remuneration as given above does not include long-term compensated absences benefit accrued, gratuity
benefit accrued and insurance premium since the same are computed for all the employees together and
the amounts attributable to the managerial personnel cannot be ascertained separately. Share-based
compensation expense allocable to key management personnel is not included in the remuneration disclosed
above.
151

(b) Related party balances as at balance sheet date
As at As at
Particulars Relationship
31 March 31 March
2019 2018
Payable to related parties
Agro Tech Foods Management Staff Gratuity Fund Post-employment benefit trusts 6.38 5.22
Agro Tech Foods Provident Fund Post-employment benefit trusts 2.36 1.16
Agro Tech Foods Superannuation Fund Post-employment benefit trusts 0.58 0.56
Conagra Brands Inc. Ultimate holding Company 3.45 3.33
( formerly known as ConAgra Foods Inc.)
Key Managerial Personnel Compensation Key Managerial Personnel 7.62 8.31
Independent Directors Independent Directors 2.95 3.20
Note: The above information has been determined to the extent such parties have been identified on the
basis of information available with the Group and relied upon by the auditors
Note 38 - Corporate social responsibility
During the year, the Holding Company has spent ` 4.62 (31 March 2018: ` 1.64) for Social welfare program
called "Poshan". The program which is designed to address malnourishment amongst children, works with
Government Anganwadi’s and Child Malnourishment Treatment Centers using Peanut Butter which is a rich
source of protein and highly effective to fight malnutrition. The amount includes allocable manufacturing
overhead and it represents about 1.06% (31 March 2018: 0.39%) of last 3 years average profit. This amount is
booked under the head of miscellaneous expenses and charged to the statement of profit and loss.
Gross amount required to be spent by the Holding Company during the year : ` 8.69 (31 March 2018: ` 8.44)

31 March 2019 31 March 2018
Amount spent other than for construction/ acquisition of any asset 4.62 1.64
Amount accrued and not paid - -
4.62 1.64
Note 39 Research and Development expenses
Revenue expenditure on research and development is expensed as incurred. Capital expenditure incurred on
research and development ('R&D') is capitalised as property, plant and equipment and depreciated in ac-
cordance with the depreciation policy of the Group. The details are as below:
31 March 2019 31 March 2018
Capital expenditure 0.12 -
Revenue expenditure 19.14 18.86
19.26 18.86
152

Note 40 - Capital management
The Group's policy is to maintain a stable and strong capital structure with focus on total equity so as to main-
tain investors, creditors and market confidence and to sustain future development and growth of its business.
In order to maintain the capital structure, the group monitors the return on capital, as well as the level of
dividends of equity share holders. The Group aims to manage its capital efficiently so as to safeguard its ability
to continue as a going concern and to optimise returns to all its shareholders. For the purpose of Group's
capital management, capital includes issued capital and all other equity reserves and debt includes short-
term working capital demand loan. The Group does not have any borrowings or loans and it believes that the
working capital is sufficient to meet its current requirements.
Note 41 - Employee Benefits
a) The employee benefit schemes are as under:
i. Provident fund :
All employees of the Company receive benefits under the Provident Fund which is a defined benefit plan
wherein the Company provides the guarantee of a specified return on contribution. The contribution is made
both by the employee and the Company equal to 12% of the employees' salary. These contributions are
made to the Fund administered and managed by the Company's own Trust. (Refer note 42).
ii. Superannuation fund:
The Company has a Defined Contribution Scheme to provide pension to the eligible employees. The Company
makes monthly contributions equal to a specified percentage of the covered employees' salary. These
contributions are administered by Company's own Trust which has subscribed to "Group Superannuation Policy"
of ICICI Prudential Life Insurance Company Limited. The Company's monthly contributions are charged to the
statement of profit and loss.
iii. Gratuity :
In accordance with the 'The Payment of Gratuity Act, 1972' of India, the Company provides for Gratuity, a
Defined Retirement Benefit Scheme (the Gratuity Plan), covering eligible employees. Liabilities with regard to
such Gratuity Plan are determined by an actuarial valuation as at the end of the year and are charged to
statement of profit and loss. The Gratuity Plan is a funded Plan administered by Company's own Trust which has
subscribed to "Group Gratuity Scheme" of ICICI Prudential Life Insurance Company Limited.
iv. Compensated absences :
The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of
the employees at the year end. The value of such leave balances that are eligible for carry forward, is determined
by an actuarial valuation as at the end of the year and is charged to the statement of profit and loss.
b) The following table sets out the particulars of the employee benefits as required under the Ind AS 19-"Employee
Benefits".
i) The amounts recognised in the balance sheet and the movements in the defined benefit obligation over the
year for Gratuity are as follows:
31 March 2019 31 March 2018

value of of plan liability/ value of of plan liability/
Opening balance (A) 55.34 48.94 6.40 52.61 48.38 4.23
Interest cost 3.68 - 3.68 3.45 - 3.45
Total amount recognised in the statement of profit and loss (B) 11.12 3.74 7.38 9.59 3.46 6.13
153

31 March 2019 31 March 2018
Present Fair value Net Present Fair value Net
Particulars value of of plan liability/ value of of plan liability/
Remeasurements
Loss/ (gain) from change in financial assumptions 0.79 - 0.79 (1.66) - (1.66)
Experience (gains)/ losses - experience (1.04) - (1.04) 1.64 - 1.64
Return on plan assets, greater/ less than discount rate - 0.02 (0.02) - (0.29) 0.29
Total amount recognised in other comprehensive income (C) (0.25) 0.02 (0.27) (0.02) (0.29) 0.27
Contributions (D) - 6.41 (6.41) - 4.23 (4.23)
Benefit paid (E) (4.07) (4.07) - (6.84) (6.84) -
Closing Balance (A+B+C+D+E) 62.14 55.04 7.10 55.34 48.94 6.40
ii) The amounts recognised in the balance sheet and the movements in the defined benefit obligation over the
year for Provident Fund are as follows:
31 March 2019 31 March 2018

value of of plan liability/ value of of plan liability/
Opening balance (A) 331.13 347.10 (15.97) 295.17 324.53 (29.36)
Interest cost 25.68 - 25.68 20.38 - 20.38
Total amount to be recognised in statement of profit and loss (B) 35.88 27.13 8.75 31.44 20.38 11.06
Remeasurements
Actuarial (gain)/ loss experience 2.48 - 2.48 (2.23) - (2.23)
Actuarial gain/ (loss) on plan assets - (7.05) 7.05 - (14.56) 14.56
Total amount to be recognised in other comprehensive income (C) 2.48 (7.05) 9.53 (2.23) (14.56) 12.33
Contributions (D) 24.43 34.63 (10.20) 22.87 32.87 (10.00)
Transfer in (E ) 0.47 0.47 - 0.20 0.20 -
Benefits paid (F) (94.13) (94.13) - (16.32) (16.32) -
Closing Balance (A+B+C+D+E+F)** 300.26 308.15 (7.88) 331.13 347.10 (15.97)
** The Company has not recognised an asset amounting to ` 7.88 (31 March 2018: ` 15.97) as there are no future
economic benefits available to the Company in the form of reduction in future contribution or a cash refund.
iii) Significant estimates: Actuarial assumptions
The significant actuarial assumptions for defined benefit obligation are as follows:
Particulars
2019 2018 2019 2018
Discount rate 7.45% 7.65% 7.43% 7.64%
Expected rate of return on plan assets 7.45% 7.65% 8.65% 8.55%
Salary escalation rate 7.00% 7.00% 7.00% 7.00%
Discount rate : The discount rate is based on the prevailing market yields of Indian Government securities as at the
balance sheet date for the estimated term of the obligations.
Expected rate of return on plan assets : This is based on the expectation of the average long-term rate of return
expected on investments of the fund during the estimated term of the obligations.
154

Salary escalation rate : The estimates of future salary increase considered in the actuarial valuation takes into
account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the
employment market.
iv) Details of plan assets
Particulars
2019 2018 2019 2018
Government of India securities - - 36.20% 31.89%
PSU bonds - - 44.32% 45.88%
Special deposits - - - 3.07%
State Government securities - - 19.48% 19.16%
Fund managed by ICICI Prudential Life Insurance Company Limited* 100% 100% - -
Total 100% 100% 100% 100%
*The Company makes annual contribution to the ICICI Prudential Life Insurance Company Limited.
v) Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is as follows:
Particulars
2019 2018 2019 2018
A. Discount rate
a. Discount rate - 100 basis points 66.45 59.16 306.60 340.11
b. Discount rate +100 basis points 53.35 51.98 297.28 330.16
B. Salary increase Rate
a. Rate - 100 basis points 58.30 51.92 298.78 330.16
b. Rate +100 basis points 66.42 59.14 307.10 339.66
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating
the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present
value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting
period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
vi) Maturity profile of defined benefit obligation:
Particulars 31 March 2019 31 March 2018 31 March 2019 31 March 2018
Year 1 17.04 14.41 32.17 30.07
Year 2 3.35 4.39 48.72 45.53
Year 3 5.72 3.02 26.53 24.79
Year 4 3.97 5.80 21.82 20.39
Year 5 5.92 3.51 55.74 52.09
Year 6 to 10 27.93 26.13 146.75 137.15
155

Note 42 - On 28th February 2019, the Hon’ble Supreme Court of India has delivered a judgment clarifying the
principles that need to be applied in determining the components of salaries and wages on which Provident Fund
(PF) contributions need to be made by establishments. Basis this judgment, the Group has re-computed its liability
towards PF for the month of March 2019 and has made a provision for it in the books of account. In respect of the
earlier periods/years, the Group has been legally advised that there are numerous interpretative challenges on
the application of the judgment retrospectively. Based on such legal advice, the management believes that it is
impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has
been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges
on this subject.
Note 43 - Financial instruments - fair values and risk management
The Group’s principal financial liabilities comprise trade payables and other liabilities. The Group’s principal financial
assets include loans, investments, trade and other receivables, and cash and short-term deposits that derive
directly from its operations. The Group's activities expose it to a variety of financial risks: market risk, credit risk and
liquidity risk. The Group's primary focus is to foresee the unpredictability of financial markets and seek to minimise
potential adverse effects on its financial performance. The primary market risk to the company is foreign exchange
risk. The Group uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Group's
exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration
of risk from the top few customers. All derivative activities for risk management purposes are carried out by specialist
teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivative
for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing
each of these risks, which are summarised below:
Accounting classification and fair values
at fair value
Investments in mutual funds 9 350.66 - - - 350.66 350.66 - - -
Bank balances 11 - - 4.32 - 4.32 - - - -
350.66 - 1,033.28 - 1,383.94 350.66 - - -
Trade payables 17 - - - 634.94 634.94 - - - -
- - - 690.40 690.40 - - - -
156

at fair value
Bank balances (other than cash and cash equivalents) 11 - - 221.86 - 221.86 - - - -
- - 868.88 - 868.88 - - - -
Trade payables 17 - - - 651.86 651.86 - - - -
- - - 709.35 709.35 - - - -
Measurement of fair values

The carrying amount of the current financial assets and current financial liabilities are considered to be same as
their fair values, due to their short term nature.
The fair valuation of investments in mutual funds is classified as level 1 in the fair value hierarchy as they are
determined based on their quoted prices.
The fair valuation of derivative financial assets are valued based on quoted prices for similar assets and liabilities in
active markets or inputs that are directly or indirectly observable in the market place.
The fair value of cash and cash equivalents, bank balances, investments, trade receivables, other financial assets,
trade payables and liabilities approximate their carrying amount largely due to short-term nature of these instruments.
Financial risk management
The Group has exposure to the following risks arising from financial instruments:
i. Credit Risk
ii. Liquidity Risk
iii. Market Risk
Risk Management framework:
The Group’s financial risk management is an integral part of how to plan and execute its business strategies. The
Group’s risk management policy is set by the Risk Management Committee. The Group’s activities expose it to a
variety of financial risks: credit risk, liquidity risk and market risk. The Group’s primary focus is to foresee the
unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
A summary of the risks have been given below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Group’s receivables from customers and loans given.
Credit risk arises from cash held with banks, as well as credit exposure to clients, including outstanding accounts
receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective
of managing counterparty credit risk is to prevent losses in financial assets. The Group assesses the credit quality of
the counterparties, taking into account their financial position, past experience and other factors.
157

Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. In
monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether
they are wholesale, retail or institutional customers, their industry, trading history with the group and existence of
previous financial difficulties. The default in collection as a percentage to total receivable is low.
The Group' s exposure to credit risk for trade receivables by type of counterparty is as follows:
Movement in the allowance for impairment in trade receivables
Changes in allowance for impairment in trade receivables 4.96 (0.60)
Net remeasurement of loss allowance 56.25 51.29
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or any other financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risk damage to the Group's
reputation.
The Group monitors the level of expected cash inflows on trade receivables and loans together with expected
cash outflows on trade payables and other financial liabilities.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31
March 2019 and 31 March 2018:
As at 31 March 2019
Particulars
690.40 691.79 - -
As at 31 March 2018
Particulars
709.35 709.35 - -
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect
the Group's income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Since, the group does not have any borrowings having floating rate of interest, hence there is no Interest rate risk.
Currency risk
The Group is exposed to currency risk to the extent that there is mismatch between the currencies in which sales,
purchase are denominated and the respective functional currencies of Group. The functional currency of the
Group is INR and maximum sales transactions are denominated in INR itself. Foreign currency transactions are
mainly denominated in USD.
158

Exposure to currency risk
The following is the nominal value of outstanding derivative contracts entered into by the Group for hedging
currency and interest rate related risks as at:
The Group uses forward exchange contracts to hedge against its foreign currency exposures relating to the under-
lying transactions and firm commitments. The use of this foreign exchange forward contracts reduces the risk or
cost to the Group and the Group does not use the foreign exchange forward contracts for trading or speculation
purposes.
As at As at
31 March 2019 31 March 2018
Trade payables 93,846 6.52 - -
The particulars of un-hedged foreign currency exposure as at balance sheet date is as under
As at As at
31 March 2019 31 March 2018
Trade payables 1,334 0.09 137,026 8.92
Trade receivables 31,004 2.16 17,620 1.15
The profit or loss is sensitive to foreign exchange gain/ (loss) as a result of changes in foreign exchange rates.
Foreign exchange rate - Increases by 5% 0.10 (0.39)

Foreign exchange rate - Decreases by 5% (0.10) 0.39
Price risk exposure

The Group’s exposure to price risk arises from investments held by the Group in the mutual fund units and classified
as fair value through profit or loss in the consolidated balance sheet. To manage its price risk arising from invest-
ments in mutual fund units, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the Group. The exposure of the Group’s mutual fund investments to security price changes at
the end of the reporting period are as follows:
Particulars As at 31 March 2019 As at 31 March 2018
Investments in mutual funds 350.66 -
The profit or loss is sensitive to market price as a result of changes in price of mutual funds.
Market price - Increases by 5% 17.53 -

Market price - Decreases by 5% (17.53) Nil
159
Note 44 -Additional information pursuant to para 2 of general instructions for the preparation of Consolidated Financial Statements:
As at 31 March 2019
Net Assets (i.e. total assets Share in profit or (loss) Share in Other Total
Name of the Entity minus total liabilities) Comprehensive Income
As % of Amount As % of Amount As % of consoli- Amount As % of consoli- Amount
consoli- consolidated dated Other dated total
dated net profit or comprehensive comprehensive
assets (loss) income income
Parent
Agro Tech Foods Limited 99.84% 3,757.77 98.99% 339.07 87.52% 5.31 98.79% 344.38
India Subsidiary
Sundrop Foods India Private Limited 1.49% 56.07 4.40% 15.08 12.48% 0.76 4.54% 15.84
Foreign Subsidiaries
Agro Tech Foods Bangladesh Pvt. Ltd. 2.91% 109.56 (2.36%) (8.10) - - (2.32%) (8.10)
Sundrop Foods Lanka (Private) Limited 0.30% 11.19 (1.06%) (3.63) - - (1.04%) (3.63)
Adjustments arising out of consolidation (4.53%) (170.69) 0.04% 0.12 - - 0.03% 0.11
Total 100% 3763.90 100% 342.54 100% 6.07 100% 348.61
As at 31 March 2018
160
Net Assets (i.e. total assets Share in profit or (loss) Share in Other Total
Name of the Entity minus total liabilities) Comprehensive Income
As % of Amount As % of Amount As % of Amount As % of consoli- Amount
consoli- consolidated consolidated dated total
dated net profit or Other compre- comprehensive

assets (loss) hensive income income
Parent
Agro Tech Foods Limited 100.12% 3400.69 100.27% 316.48 96.85% (4.92) 100.33% 311.56
India Subsidiary
Sundrop Foods India Private Limited 1.18% 40.22 2.47% 7.81 3.15% (0.16) 2.46% 7.65
Foreign Subsidiaries
Agro Tech Foods Bangladesh Pvt. Ltd. 3.02% 102.75 (2.20%) (6.93) - - (2.23%) (6.93)
Sundrop Foods Lanka (Private) Limited 0.46% 15.55 (0.50%) (1.58) - - (0.51%) (1.58)
Adjustments arising out of consolidation (4.78%) (162.43) (0.05%) (0.15) - - (0.05%) (0.15)
Total 100% 3,396.78 100% 315.63 100% (5.08) 100% 310.55

Note 45 - During the year ended 31 March 2019 and 31 March 2018 no material foreseeable loss was incurred for
any long-term contract including derivative contracts.
Partner
161
FORM FOR NECS MANDATE / BANK MANDATE
I/We, do hereby authorise Agro Tech Foods

Limited to credit my dividend amount directly to my Bank Account as per details furnished below by National
Electronic Clearing Services (NECS) – NECS Mandate*
Print the details of my Bank Account as furnished below on my dividend warrant which will be mailed to me –Bank
Mandate. *
(*Strike out whichever is not applicable)
1. Shareholder’s Name :
(in Block Letters)
2. Folio No. :
3. No. of Shares :
4. Bank Name :
5. Branch Name :
6. Account Number :
(as appearing on cheque book)
7. Ledger Folio No. of the Account :

(if appearing on Cheque Book)
8. Account type [Please tick) : S.B Current Cash credit
9. 9-Digit Code Number of the Bank

& Branch appearing on the MICR
Cheque issued by the Bank.
(Please attach photocopy of a cheque or
a blank cancelled cheque issued by your
Bank relating to your above account for
Verifying the accuracy of the code number)
I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed or
not effected at all for reasons beyond the control of the Company. I/We would not hold AGRO TECH FOODS
LIMITED responsible.
Date: Signature of the Sole/First Shareholder
162
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
AGRO TECH FOODS LIMITED
CIN:L15142TG1986PLC006957
Registered Office : 31, Sarojini Devi Road, Secunderabad – 500 003, Tel. No.040-66650240
Fax No.040-27800947, India www.atfoods.com
32nd Annual General Meeting – 17th July, 2019
Name of the Member(s)
Registered address
Email
Folio No./Client ID
DP ID
I/ We, being the Member(s) of ………………………………………………………………Shares of the above named

company, hereby appoint
Name : ……………………………………………………………………Email : …………………………………………........ ..........
Address :………………………………………………………………………………………………………...........................................
........................................................................................................Signature : ...................................................................
or failing him / her
Name : ……………………………………………………………………Email : …………………………………………...................
Address :………………………………………………………………………………………………………...........................................
........................................................................................................Signature : ...................................................................
or failing him / her
Name : ……………………………………………………………………Email : …………………………………………..................
Address :…………………………………………………………………………………………………..............................................
........................................................................................................Signature : .......................................................................
163
1111
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 32nd Annual General
Meeting of the Company, to be held on Wednesday, 17th July, 2019 at 10.00 AM at Hotel Green Park, 7-1-25, Green
Lands, Begumpet, Hyderabad – 500 016, Telangana, India and at any adjournment thereof in respect of such
Resolutions as are indicated below:
Resolution Resolution Vote (Optional see Note)

No. For Against Abstain
Ordinary business
1. Adoption of Accounts for the financial year ended 31st March, 2019
2. Declaration of Dividend
3. Reappointment of Ms. Jill Ann Rahman, who retires by rotation and being eligible
offers herself for reappointment
4. Appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants as the
Statutory Auditors of the Company, to hold office from the conclusion of this
32nd Annual General Meeting until the conclusion of the 37th Annual General
Meeting of the Company, in place of M/s. B S R & Associates LLP., who were
not eligible to be reappointed as Auditors of the Company and to authorize
the Board of Directors to fix their remuneration
Special business
5. Reappointment of Lt. Gen D B Singh, who has already attained the age of 75
years, as a non-executive Independent Director of the Company for a second
term of five years from the date of Annual General Meeting i.e. 17th July, 2019
to 16th July, 2024, not be liable to retire by rotation
6. Reappointment of Mr. Sanjaya Kulkarni as a non-executive Independent Director
of the Company for a second term of five years from the date of Annual General
Meeting i.e. 17th July, 2019 to 16th July, 2024, not be liable to retire by rotation
7. Reappointment of Mr. Arun Bewoor, who has already attained the age of 75
years, as a non-executive Independent Director of the Company for a second
term of five years from the date of Annual General Meeting i.e. 17th July, 2019
to 16th July, 2024, not be liable to retire by rotation
8. Reappointment of Mr. Narendra Ambwani as a non-executive Independent Director
of the Company for a second term of five years from the date of Annual General
Meeting i.e. 17th July, 2019 to 16th July, 2024, not be liable to retire by rotation
9. Reappointment of Ms. Veena Vishindas Gidwani as a non-executive
Independent Director of the Company for a second term of five years Director
from the date of Annual General Meeting i.e. 17th July, 2019 to 16th July, 2024,
not be liable to retire by rotation
10. Approval of Remuneration of M/s. Vajralingam & Co., Cost Accountants as
Cost Auditors
Signed this ………………………………………. Day of ……………………………………… 2019

Affix ` 1
Revenue
…………………………………………… ……………………………………………….. Stamp
Signature of the Member Signature of the proxy holder(s)
Note:
i) This form must be deposited at the Registered Office of the Company not later than 48 hours before the time
of the Meeting.
ii) It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all
Resolutions, your proxy will be entitled to vote in the manner as he / she may deem appropriate.
164

CIN: L15142TG1986PLC006957
Registered Office : 31, Sarojini Devi Road, Secunderabad – 500 003, India
ATTENDANCE SLIP
To be handed over at the entrance of the Meeting Hall
I hereby record my presence at the THIRTY SECOND ANNUAL GENERAL MEETING being held at Hotel Green Park,
7-1-25, Green Lands, Begumpet, Hyderabad – 500 016, Telangana, India on Wednesday, 17th July, 2019.
Folio No./ Client ID/DPID No............................ .........................
Full Name of the Shareholder Signature
……………………………… ………………………….
(in block letters)
Full Name of Proxy* Signature
……………………………… ………………………….
(in block letters)
* (To be filled in if the Proxy attends instead of the Member)
165
1111
166

Agro Tech Foods Limited: Annual Report 2019

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Agro Tech Foods Limited: Annual Report 2019

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Annual Report 2019

Agro Tech Foods Limited

Making the food India loves.

Dated: 24th April, 2019 By Order of the Board

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT

REPORT OF THE DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS

compliance with the provisions of all applicable 7. OPPORTUNITIES AND THREATS:

Profit of last three financial years to be spent behind Company:http://www.atfoods.com/templates/

of— were appointed as non-executive and Independent

M/s. Tumuluru & Company, Company Secretaries, 35. GENERAL

ANNEXURES TO DIRECTOR’S REPORT

1. CONSERVATION OF ENERGY 3. RESEARCH & DEVELOPMENT (R&D)

4. Nilesh Agarwal 42 B.Com, PGDBM Head of Sales 08.06.2008 21 9,267,729 - Print-O-Graphics

10. J Kalpalatha 50 B.Com General Manager Finance 05.07.1988 30 3,613,186 - Nil

*Please refer MGT-9 Remuneration of Directors and Key Managerial Personnel:

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

FORM NO. AOC -2

a) Name (s) of the related party & nature of relationship

2. Details of contracts or arrangements or transactions at Arm’s length basis.

a) Name (s) of the related party & nature of relationship

d) Salient terms of the contracts or arrangements or transaction including

On Behalf of the Board

Sachin Gopal Lt.Gen.D.B. Singh

FORM NO. MR-3

We further report that - monitor and ensure compliance with applicable

To compliance of laws, rules and regulations and

ANNUAL REPORT ON CSR ACTIVITIES

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

Dt: 24th April, 2019

Evaluation 6. Matters relating to the Remuneration for the Whole-

b) Minimum Remuneration: meeting of the Board or Committee or such

Form No. MGT – 9

I. Registration and Other Details:

(i) CIN L15142TG1986PLC006957

II. Principal Business Activities of the Company:

v) Shareholding of Directors and Key Managerial Personnel

3 Mr. Arijit Datta-Chief Financial Officer Shareholding at the Cumulative shareholding

4 Ms. Jyoti Chawla- Company Secretary Shareholding at the Cumulative shareholding

B. Remuneration to other Directors :

C. Remuneration to key managerial personnel other than MD/Manager:

REPORT ON CORPORATE GOVERNANCE

Sl. Name of Director Relationship No. of Directorship Committee

instruments in the Company.

No. of Board No. of Board Meetings Attendance of

S. Name of the Core skills/expertise/ Educational &

F) Whistle Blower Policy

II. AUDIT COMMITTEE • secure attendance of outsiders with relevant

No. of No. of 2. Discussion on ratings and management appraisal.

• Mr. Narendra Ambwani Nature of Communications

As required by Chapter IV of the SEBI (Listing Special Resolution related to :

6. GENERAL SHAREHOLDER INFORMATION

G. Stock Price Data

Bombay Stock Exchange* National Stock Exchange* Total volumes

*Source website of BSE

Sl. Name of the Other Directorships Other Committee Membership

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS