2011 12

A n n u a | R e p o r t 2 0 1 1 - 1 2
DIM Ioods Ltd. |s ap|oneer |nthe Ind|anpackagedsnack foods bus|ness.

Cur buslness was esLabllshed ln 1983, and C8Ax was LheflrsL successful packaged snackfood ln lndla.
0ARD 0F DIRC70RS
P. P. 1aln Cho|tmon
Mohlt 1aln v|ceCho|tmon 8Vono|n0|tectot
Pohan 1aln lxecut|ve0|tectot
S. C. Nanda
PradeepDlnodla
Mohlt Satyanand
AUDI70RS
A.K. Gangaher & Co.
Chartered Accountants
ANkR
Pun[ab& Slnd 8ank
RCIS7RD 0FFIC
8377, Poshanara Poad,
Delhl - ll0007
Tel.: +9l-ll-23826445
Pax : + 9l-ll-23822409
webslte: www.dfmfoods.com
PLAN7L0CA7I0NS
Chaziabad
C-40, Meerut Poad
|ndustrlal Area,
Ghazlabad (U.P.) - 20l003
Creater Noida
Plot No. 49, 50, 53& 54,
Lcotech-|, Lxtn.,
Greater Nolda (U.P.) - 20l306
RCIS7RARS & 7RANSFRACN7
MCS Ltd.
st
P-65, l Ploor,
Okhla |ndustrlal Area,
Phase-|,
New Delhl - ll0020
C0N7N7S Pages
Plnanclal Hlghllghts 2
Letter to Shareholders 3
5ears Trend 4
Notlceof Meetlng 5
Management's Dlscusslon & Analysls l3
Dlrectors'Peport l5
Peport on CorporateGovernance 2l
Audltors'Peport 34
Plnanclal Statements 37
FINANCIAL HICHLICH7S
(All Ameunrs in Rs. Lncs, unless erherwise srnreJ}
2011-12 2010-11 2009-10 2008-09 2007-08
INC0M
Sales and Other |ncome l,72,l9 l,2l,38 73,47 78,42 50,29
Larnlngs 8efore Depreclatlon,
PlnanceCost and Tax Lxpense(L8D|T) 22,77 l6,l3 8,64 5,85 3,77
As %of Sales & Other |ncome l3.22 l3.29 ll.76 7.46 7.50
Depreclatlon 2,38 l,4l 97 50 34
Net Proflt for theyear l0,36 8,32 4,2l 2,00 78
ASS7S MPL0YD
Net Plxed Assets 88,45 32,ll 22,54 9,68 6,77
|nvestments 2 50 2 2 2
Net Current Assets 9,44 8,47 l2,ll l5,30 33,62
7otaI 97,91 41,08 34,67 25,00 40,41
UI7Y FUNDS AND ARNINCS
SharehoIdersfunds:
Lqulty Share Capltal l0,00 l0,00 9,97 9,97 9,97
Peserves and Surplus 20,l5 l2,70 6,44 3,98 3,l4
7otaI 30,15 22,70 16,41 13,95 13,11
Per quity Share of Rs. 10/-
8ook value (Ps.) 30.l5 22.70 l6.46 l3.99 l3.l5
Larnlngs (Ps.) l0.36 8.34 4.22 2.00 0.78
Dlvldend (Ps.) 2.50 2.00 l.50 l.00 0.50
st
Closlng Market Prlce as on 3l March 2l7.00 l08.50 48.05 29.50 l9.90
st
Market Capltallzatlon as on 3l March 2,l7,04 l,08,52 47,9l 29,42 l9,84
2
0eot 5hoteholJets,
wearecommltted to emergeas a ma[or player ln thesnack food lndustry. Thls would lnvolve:
- sales and marketlngof our products across thecountry
- multl-locatlonal manufacturlngfacllltles enabllngefflclent market servlclng
- multl-product portfollo to cater to dlfferent market segments
- lnstltutlonallzatlon of management processes
- a vlbrant organlzatlon whlch would be lnnovatlve, entrepreneurlal and have the ablllty to
developand sustaln growth
Towards thls end wehavemadegood progress durlngtheyear:
- our second manufacturlngfaclllty wlth a capaclty of l0000MT per annum was commlssloned
- sales and dlstrlbutlon of our products was extended to thewest zoneof thecountry
- work on lnstltutlonallzatlon of somema[or management processes was lnltlated
- our HP pollcles were modlfled to ensure that only
personnel flttlng our pre-deflned standards were
recrulted at thesenlor management level
The flnanclal markets appreclated our performance and the
market capltallzatlon lncreased to over Ps. 200crores.
| can assureyou that weshall contlnuewlth our efforts to reallze
thevlslon of your company.
| am grateful to the 8oard of Dlrectors for thelr unstlnted
support and guldance. | also thank all the stakeholders for thelr
assoclatlon wlth and trust ln theorganlzatlon.
wlth best wlshes,
Slncerely,
Mohit 1ain
Vice Chairman & ManagingDirector
May 30, 20l2
3
5 YARS 7RND
Market CapitaIisation (Rs. Crore)
Profit After 7ax (Rs. Crore)
2007-08 2008-09 2009-10 2010-11 2011-12
0.00
2.00
4.00
6.00
8.00
10.00
12.00
0
.
7
8
2
.
0
0
4
.
2
1
8
.
3
2
1
0
.
3
6
7urnover (Rs. Crore)
arnings Per Share (Rs.)
0.00
0.00
2.00
4.00
6.00
8.00
10.00
12.00
20.00
40.00
60.00
70.00
100.00
120.00
140.00
160.00
180.00
2007-08 2008-09 2009-10 2010-11 2011-12
7
6
.
5
1
4
9
.
8
6
7
2
.
1
9
1
1
9
.
8
4
1
6
9
.
1
7
2007-08 2008-09 2009-10 2010-11 2011-12
0
.
7
8
2
.
0
0
4
.
2
2
8
.
3
4
1
0
.
3
6
0.00
50.00
100.00
150.00
200.00
250.00
2007-08 2008-09 2009-10 2010-11 2011-12
1
9
.
8
4
2
9
.
4
2
4
7
.
9
1
1
0
8
.
5
2
2
1
7
.
0
4
4
Annual Report 2011-12 5
NOT I C E
Notice is hereby given that the 19
th
Annual General
Meeting of the Members of DFM FOODS LIMITED will
be held on Wednesday, the 1
st
day of August, 2012 at
10.00 A.M. at Air Force Auditorium, Subroto Park, New
Delhi - 110010 to transact the following business:
ORDINARY BUSINESS
1. To consider and adopt the audited Balance Sheet as
at 31
st
March, 2012, Profit and Loss Account for the
year ended on that date and the Reports of the
Board of Directors and Auditors thereon.
2. To declare dividend.
3. To appoint a Director in place of Mr. S.C. Nanda, who
retires by rotation and being eligible, offers himself
for re-appointment.
4. To appoint a Director in place of Mr. R.P. Jain, who
retires by rotation and being eligible, offers himself
for re-appointment.
5. To appoint Auditors who shall hold office from the
conclusion of this meeting until the conclusion of
the next Annual General Meeting of the Company
and to fix their remuneration.
M/s A.K. Gangaher & Co., Chartered Accountants
(Regn. No. 004588N), the retiring Auditors being
eligible, offers themselves for reappointment.
SPECIAL BUSINESS
6. To consider and if thought fit, to pass with or without
modification(s) the following resolution as a Special
Resolution:-
RESOLVED that pursuant to Section 198, 269, 309,
310, 311 read with Schedule XIII, Section 316 and all
other applicable provisions, if any, of the Companies
Act, 1956 (including any statutory modification or
enactment thereof for the time being in force), the
consent of the Company be and is hereby accorded
to the payment of the proposed remuneration to
Mr. Mohit Jain, Managing Director of the Company
w.e.f. 28
th
February, 2012 for the remaining tenure
of his appointment i.e. till 27
th
February, 2014 as set
out in the draft supplemental agreement placed
before the meeting and for the purpose of
identification initialed by the Chairman of the
meeting, which is hereby specifically sanctioned
with liberty to the Board of Directors to alter and
vary the terms and conditions of the said agreement
in such manner as may be agreed to between
Mr.Mohit Jain and the Board of Directors of the
Company.
RESOLVED FURTHER that in accordance with the
provisions of Section 198 (4) read with Schedule XIII
and the notifications issued under that Schedule of
the Companies Act, 1956, the proposed
remuneration and perquisites as set out in the draft
supplemental agreement may be paid as the
minimum remuneration to Mr. Mohit Jain, as the
Managing Director in the absence or inadequacy of
profits in any financial year.
7. To consider and if thought fit, to pass with or without
modification(s) the following resolution as a Special
Resolution:-
RESOLVED that pursuant to Section 198, 269, 309,
310, 311 read with Schedule XIII and all other
applicable provisions, if any, of the Companies Act,
1956 (including any statutory modification or
enactment thereof for the time being in force), the
consent of the Company be and is hereby accorded
to the payment of the proposed remuneration to
Mr. Rohan Jain, Executive Director of the Company
w.e.f. 1
st
June, 2012 for the remaining tenure of his
appointment i.e. till 31
st
May, 2014 as set out in the
draft supplemental agreement placed before the
meeting and for the purpose of identification
initialed by the Chairman of the meeting, which is
hereby specifically sanctioned with liberty to the
Board of Directors to alter and vary the terms and
conditions of the said agreement in such manner as
may be agreed to between Mr. Rohan Jain and the
Board of Directors of the Company.
RESOLVED FURTHER that in accordance with the
provisions of Section 198 (4) read with Schedule XIII
and the notifications issued under that Schedule of
the Companies Act, 1956, the proposed
remuneration and perquisites as set out in the draft
supplemental agreement may be paid as the
minimum remuneration to Mr. Rohan Jain, as the
Executive Director in the absence or inadequacy of
profits in any financial year.
Delhi By order of the Board
Dated: 30
th
May, 2012 For DFM FOODS LIMITED
Registered Office: N.K. Arora
8377, Roshanara Road, Delhi-110 007 Secretary
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT
THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE INSTEAD OF HIMSELF
AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. PROXY SHOULD REACH THE
REGISTERED OFFICE OF THE COMPANY AT LEAST
48 HOURS BEFORE THE TIME OF THE MEETING.
2. The Explanatory Statement pursuant to Section
173(2) of the Companies Act, 1956 in respect of
Special Business under item nos. 6 and 7 set out
above are annexed hereto.
3. The Register of Members and Share Transfer books
of the Company will remain closed from 16
th
July,
2012 to 1
st
August, 2012 both days inclusive.
4. Members/ Proxies should bring the Attendance slip
duly filled in for attending the meeting.
5. Members are requested to intimate M/s. MCS Ltd.,
F-65, 1
st
Floor, Okhla Industrial Area, Phase-I,
New Delhi-110020, Registrar and Transfer Agent of
the Company, change of address, if any, along with
Pin Code Numbers for updating the records.
6. The dividend on Equity Shares, if declared at the
Meeting, will be credited / dispatched on August 09,
2012 to those members whose names shall appear
on the Companys Register of Members on August
01, 2012; in respect of the shares held in
dematerialized form, the dividend will be paid to
members whose names are furnished by National
Securities Depository Limited and Central
Depository Services (India) Limited as beneficial
owners as on that date.
7. Shareholders are advised that those who have not
encashed their dividend warrant(s) so far for the
financial year ended 31
st
March, 2005 onwards
before the respective amounts become due for
transfer to the Investor Education and Protection
Fund or any subsequent dividend payment(s) may
send their outdated dividend warrants for
revalidation/ issue of demand draft in lieu thereof.
8. Members holding shares in electronic form may note
that bank particulars registered against their
respective depository accounts will be used by the
Company for payment of dividend. The Company
or its Registrars and Transfer Agent cannot act on
any request received directly from the members
holding shares in electronic form for any change of
bank particulars or bank mandates. Such changes
are to be advised only to the Depository Participant
of the members.
9. Members holding shares in electronic form are
requested to intimate immediately any change in
their address or bank mandates to their Depository
Participants with whom they are maintaining their
demat accounts. Members holding shares in
physical form are requested to advise any change
in their address immediately to the Company/
Registrars and Transfer Agent, M/s. MCS Limited.
10. The securities of the Company are listed on Bombay
Stock Exchange Ltd., Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001 and the annual listing
fee has been paid to it for the financial year
2012-13.
11. Reappointment of Directors:
At the ensuing Annual General Meeting, Mr. S.C.
Nanda and Mr. R.P. Jain retire by rotation and being
eligible offer themselves for reappointment. The
information or details pertaining to these Directors
to be provided in terms of clause 49 of the Listing
Agreement with the Stock Exchange are furnished
in the Report on Corporate Governance published
in this Annual Report.
The Directors seeking reappointment have
furnished the declaration under the Companies
(Disqualification of Directors under Section 274(1)
(g) of the Companies Act, 1956) Rules, 2003.
Disclosure of relationship between Directors:
Mr. R.P. Jain, whose reappointment is being
considered, is the father and grandfather of
Mr. Mohit Jain, Managing Director and Mr. Rohan
Jain, Executive Director of the Company.
12. Important Communication to Members
The Ministry of Corporate Affairs has taken a Green
Initiative in the Corporate Governance by allowing
paperless compliances by the companies and has
issued circulars stating that service of notice /
documents including Annual Report can be sent by
e-mail to its members. To support this green
initiative of the Government in full measure,
members who have not registered their e-mail
addresses, so far, are requested to register their
e-mail addresses, in respect of electronic holdings
with the Depository through their concerned
Depository Participants. Members who hold shares
in physical form are requested to provide necessary
details to the Company at info@dfmfoods.com
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT
[Pursuant to Section 173(2) of the Companies Act, 1956]
ITEM NO. 6
Mr. Mohit Jain was last appointed as Managing Director
for a period of 5 years w.e.f. 28
th
February, 2009 with the
approval of the Shareholders of the Company. Further
as required under Schedule XIII to the Companies Act,
1956, the shareholders had approved payment of
remuneration for a period of 3 years from the date of
his reappointment. The Remuneration Committee (i.e.
Board of Directors) in their meeting held on 30
th
January,
2012 have unanimously decided to continue the
payment of the remuneration to Mr. Mohit Jain,
Managing Director of the Company for the remaining
tenure of his appointment i.e. till 27
th
February, 2014
which is reproduced hereunder:-
I. REMUNERATION
1. Salary : Rs. 1,25,000 per month
2. Commission : 4% (Four percent) of the
net profits of the
Company computed in
the manner laid down
in Section 309 (5) of the
Companies Act, 1956,
after the profits of the
Company are
ascertained in each
year.
3. Perquisites :
Category A
a) Payment of expenditure incurred on gas,
electricity, water, furnishing and servants
at residence and office of the Managing
Director.
b) Reimbursement of medical expenses
actually incurred in India or abroad
(inclusive of air fare, boarding/lodging for
the patient and the attendant) for self and
family.
c) Furniture allowance as per rules of the
Company.
d) Leave travel allowance for self and family
as per rules of the Company.
e) Subscription fees of clubs subject to a
maximum of two clubs excluding
admission and life membership fees.
f ) Personal Accident Insurance as per rules
of the Company.
g) Helper allowance as per rules of the
Company.
Category B
a) Companys contribution towards
Provident Fund as per rules of the
Company.
b) Gratuity as per rules of the Company.
c) Companys contribution towards
superannuation fund or annuity fund as
per rules of the Company.
Category C
a) Free use of car and driver, both for official
and personal purposes.
b) Free telephone facility at residence.
However long distance personal calls to be
billed by the Company.
c) Encashment of earned/ privilege leave on
full pay and allowance as per rules of the
Company at the end of tenure.
d) Reimbursement of entertainment and all
other expenses incurred for the purpose
of the Companys business.
e) The Managing Director shall not be paid
any sitting fees for attending the meetings
of the Board of Directors or Committees
thereof.
Minimum remuneration
The Managing Director shall be paid the
aforesaid remuneration and perquisites as
minimum remuneration even in the event of
absence or inadequacy of profits in any year
during his remaining tenure, subject however
to the compliance of Schedule XIII of the
Companies Act, 1956 in this regard.
The total remuneration drawn from the
Company including perquisites shall not
exceed in aggregate 5% of the net profits of
the Company computed in the manner laid
down in Section 309 (5) of the Companies Act,
1956. For the purposes of this computation,
the perquisites shall be valued on the basis laid
down under the rules framed under the
Income Tax Act.
Further, the remuneration drawn by Mr. Mohit
Jain from the Company and from The Delhi
Flour Mills Co. Ltd., of which he is the Jt.
Managing Director, put together shall not
exceed the higher of the maximum limit
admissible from any one of the Companies.
II. In the event of termination of the appointment of
the Managing Director by the Company he shall be
entitled to receive compensation in accordance with
the provisions of Section 318 of the Companies Act,
1956.
In compliance with the provisions of Section 198,
269, 309, 310, 311 read with Schedule XIII and all
Act, 1956, the payment of the remuneration to the
Managing Director as set out above is now being
placed before the members for their approval.
The draft supplemental agreement based on the
terms with respect to the continuance of payment
of the aforesaid remuneration as approved by the
Board, between the Company and Mr. Mohit Jain is
available for inspection by the members of the
Company at its registered office between 11.00 A.M.
to 1.00 P.M. on any working day of the Company.
Besides Mr. Mohit Jain, Mr. R. P. Jain, Chairman and
Mr. Rohan Jain, Executive Director being father and
son of Mr. Mohit Jain are concerned or interested in
this resolution.
The contents of Item no. 6 of the notice and the
relevant Explanatory Statement may be treated as
abstract of terms and the Memorandum of concern
or interest under Section 302 of the Companies Act,
1956. Further a statement containing the
information required to be given to the shareholders
of the Company in this regard under Part II
Section II paragraph 1(B) of Schedule XIII to the
Companies Act, 1956 is annexed hereto.
ITEM NO. 7
Mr. Rohan Jain was last appointed as the Executive
Director for a period of 5 years w.e.f. 1
st
June, 2009 with
the approval of the Shareholders of the Company.
Further, as required under Schedule XIII to the
Companies Act, 1956, the shareholders had approved
payment of remuneration for a period of 3 years from
the date of his appointment. The Remuneration
Committee (i.e. Board of Directors) in their meeting held
on 30
th
May, 2012 have unanimously decided to
continue the payment of the remuneration to Mr. Rohan
Jain, Executive Director of the Company for the
remaining tenure of his appointment i.e. till 31
st
May,
2014, which is reproduced hereunder:-
I. REMUNERATION
1. Salary : Rs. 2,20,000 per month
2. Commission : 4% (Four percent) of the
net profits of the
Company computed in
the manner laid down
in Section 309 (5) of the
Companies Act, 1956,
after the profits of the
Company are
ascertained in each
year.
3. Perquisites :
Category A
a) Payment of expenditure incurred on gas,
electricity, water, furnishing and servants
at residence and office of the Executive
Director.
b) Reimbursement of medical expenses
actually incurred in India or abroad
(inclusive of air fare, boarding/lodging for
the patient and the attendant) for self and
family.
c) Furniture allowance as per rules of the
Company.
d) Leave travel allowance for self and family
as per rules of the Company.
e) Subscription fees of clubs subject to a
maximum of two clubs excluding
admission and life membership fees.
f ) Personal Accident Insurance as per rules
of the Company.
g) Helper allowance as per rules of the
Company.
Category B
a) Companys contribution towards
Provident Fund as per rules of the
Company.
b) Gratuity as per rules of the Company.
c) Companys contribution towards
superannuation fund or annuity fund as
per rules of the Company.
Category C
a) Free use of car and driver, both for official
and personal purposes.
b) Free telephone facility at residence.
However long distance personal calls to be
billed by the Company.
c) Encashment of earned/ privilege leave on
full pay and allowance as per rules of the
Company at the end of tenure.
d) Reimbursement of entertainment and all
other expenses incurred for the purpose
of the Companys business.
e) The Executive Director shall not be paid
any sitting fees for attending the meetings
of the Board of Directors or Committees
thereof.
Minimum remuneration
The Executive Director shall be paid the
aforesaid remuneration and perquisites as
minimum remuneration even in the event of
absence or inadequacy of profits in any year
during his remaining tenure, subject however
to the compliance of Schedule XIII of the
Companies Act, 1956 in this regard.
The total remuneration drawn from the
Company including perquisites shall not
exceed in aggregate 5% of the net profits of
the Company computed in the manner laid
down in Section 309 (5) of the Companies Act,
1956. For the purposes of this computation,
the perquisites shall be valued on the basis laid
down under the rules framed under the
Income Tax Act.
II In the event of termination of the appointment of
the Executive Director by the Company he shall be
entitled to receive compensation in accordance with
the provisions of Section 318 of the Companies Act,
1956.
In compliance with the provisions of Section 198,
269, 309, 310, 311 read with Schedule XIII and all
Act, 1956, the payment of the remuneration to the
Executive Director as set out above is now being
placed before the members for their approval.
The draft supplemental agreement based on the
terms with respect to the continuance of payment
of the aforesaid remuneration as approved by the
Board, between the Company and Mr. Rohan Jain is
available for inspection by the members of the
Company at its Registered office between 11.00 A.M.
to 1.00 P.M. on any working day of the Company.
Besides Mr. Rohan Jain, Mr. R. P. Jain, Chairman and
Mr. Mohit Jain, Managing Director being grandfather
and father of Mr. Rohan Jain are concerned or
interested in this resolution.
The contents of Item no. 7 of the notice and the
relevant Explanatory Statement may be treated as
abstract of terms and the Memorandum of concern
or interest under Section 302 of the Companies Act,
1956. Further a statement containing the
information required to be given to the shareholders
of the Company in this regard under Part II
Section II paragraph 1(B) of Schedule XIII to the
Companies Act, 1956 is annexed hereto.
Delhi By order of the Board
Dated: 30
th
May, 2012 For DFM FOODS LIMITED
Registered Office: N.K. Arora
8377, Roshanara Road, Delhi-110 007 Secretary
ANNEXURE TO THE EXPLANATORY STATEMENT
[Refer Item No 6 and 7]
Statement required under Part II Section II paragraph 1(B) of Schedule XIII to the Companies Act, 1956 for
Item No. 6 and 7 of the Notice of A.G.M.
I. General Information
1. Nature of industry : Manufacturing
2. Date or expected date of commencement of : Since 1994
commercial production
3. In case of new companies, expected date of : N.A.
commencement of activities as per project
approved by financial institutions appearing
in the prospectus
4. Financial performance
(Rs. in lacs)
(Year ended)
31/03/09 31/03/10 31/03/11
Sales 7650.98 7218.99 11984.05
Profit before Interest, Financial
expenses & Depreciation 585.61 863.76 1613.06
Interest & Financial expenses 227.01 132.32 200.74
Depreciation 49.89 96.66 140.68
Profit before Tax 308.71 634.78 1271.64
Profit after Tax 199.86 421.09 832.35
Equity Capital 997.17 997.17 1000.17
Reserve & Surplus 397.63 644.30 1270.53
5. Export performance and net foreign exchange collaborations : NIL
6. Foreign investments or collaborations, if any : NIL
II. Information about the appointee
A) Mr. Mohit Jain
Background details, job profile and his suitability
Mr. Mohit Jain has been the Managing Director of the Company since 28
th
February, 1994.
Mr. Mohit Jain joined the promoter company The Delhi Flour Mills Co. Ltd. after completing his B.A. in
Economics Honours from St. Stephens College, Delhi University. He has been involved in the flour milling
business since then. He was instrumental in establishing the snack food business for the promoter
company in 1984. He has acquired intimate knowledge of the industry and currently manages the day to
day operations of the Company.
Past remuneration
Salary : Rs.1,00,000/- per month
Perquisites : Same as mentioned in the item no. 6 of the Explanatory statement attached to the notice
of A.G.M.
Remuneration proposed
Salary : Rs.1,25,000/- per month
Perquisites : Same as previous
Comparative remuneration profile with respect to industry, size of the Company, profile of the
position and person
Information on comparative remuneration profile of a company of similar size and nature of business is
not available.
Pecuniary relationship with the Company and relationship with the managerial personnel
- Shareholding in the Company is 39,500 shares i.e. 0.39% of the paid up capital.
- Mr. Mohit Jain is son of Mr. R. P. Jain, Chairman and father of Mr. Rohan Jain, Executive Director of the
Company.
B) Mr. Rohan Jain
Background details, job profile and his suitability
Mr. Rohan Jain has been the Executive Director of the Company since 1
st
June, 2009.
Mr. Rohan Jain has graduated with B.Sc. in Economics with concentration in Finance from the renowned
Wharton School, University of Pennsylvania, U.S.A. in May, 2005. After completing his studies, he had
joined the promoter company The Delhi Flour Mills Co. Ltd. as Executive Asstt. to the Jt. Managing Director
to assist him in the management of overall affairs of the Company. Further he had been providing
assistance in managing the sales and marketing affairs of the snack food business of the Company since
2005. He has developed the necessary experience and expertise in this area and has played a major role
in the growth and development of this business.
Past remuneration
Salary : Rs. 1,70,000 per month
Perquisites : Same as mentioned in the item no. 7 of the Explanatory Statement attached to the notice
of A.G.M.
Remuneration proposed
Salary : Rs. 2,20,000/- per month
Perquisites : Same as previous
Comparative remuneration profile with respect to industry, size of the Company, profile of the
position and person
Information on comparative remuneration profile of a company of similar size and nature of business is
not available.
Pecuniary relationship with the Company and relationship with the managerial personnel
- Shareholding in the Company is 19, 200 shares i.e. 0.19% of the paid up capital.
- Mr. Rohan Jain is grandson of Mr. R. P. Jain, Chairman and son of Mr. Mohit Jain, Managing Director of
the Company.
III. Other information
Reason of loss / inadequate profits
Not applicable
Steps taken / proposed to be taken for improvement
Not applicable
Expected increase in productivity and profits in measurable terms
Not applicable
IV. Disclosures
The details of the remuneration package for Mr. Mohit Jain and Mr. Rohan Jain are as mentioned in the item
no.6 and 7 of the Explanatory Statement annexed to the notice of A.G.M.
MANAG E ME NT S DI SC USSI ON & ANAL YSI S
1. The core business of your company is the
manufacture and marketing of snack foods.
2. Economic scenario
Overall economic growth slowed down during the
year as the Reserve Bank of India and the
Government took measures to contain inflation.
Market reports seemed to suggest that the
slowdown was more apparent in the second half of
the financial year.
3. Financial highlights
Despite the manufacturing capacity constraints till
November 2011, the business continued to grow
strongly during the year.
Revenue from operations increased from Rs.119.98
crores to Rs. 169.42 crores and Profit after tax
improved from Rs. 8.34 crores to Rs. 10.36 crores.
Manufacturing margins were maintained but
operating costs increased. There was a substantial
increase in employees expenses during the year. This
was primarily on account of:
commencement of sales and distribution in
the west zone of the country
employment of personnel for the new
manufacturing facility and
additional recruitment in virtually all areas of
operations
Furthermore, the financial costs and depreciation
expense also increased substantially on account of
the capital investment in the new facility.
The total commitment made for the new
manufacturing facility at Greater Noida, U.P. is
Rs. 75.45 crores of which Rs. 66.00 crores has been
incurred during the year.
4. Developments during the year
The new manufacturing facility was commissioned
in November 2011. The project with a capital outlay
of Rs. 75.45 crores has a capacity to manufacture
about 10,000 MT of snack foods per annum.
Furthermore, the infrastructure for further
expansion has also been created, such that the next
phase of capacity expansion can be executed in
nominal time and with marginal costs.
Sales and distribution of our products was extended
to the west zone of the country. A start has been
made in the principal markets of Maharashtra,
Gujarat, MP and Chhattisgarh and further extension
into these states will be undertaken during the
current year. Efforts are also being made to
commence operations in the east zone during the
current year. Intensification of distribution in the
existing markets also continued.
Key initiatives such as institutionalization and
standardization of management processes, systems
and procedures were undertaken during the year.
This will enable the organization to handle larger
business volumes efficiently.
During the year competition increased within the
industry from both the organized and unorganized
sector. However, this should not be a major source
of worry as the demand for our products is growing
steadily as is the overall snack food market.
5. Outlook
The continued growth of the economy, rising
income levels and increased urbanization will
continue to provide immense potential for the
healthy growth of the processed food industry.
Our continued focus on intensification of existing
markets, expanding to new markets and
strengthening, improving and expanding our
brands/product portfolio should hold the company
in good stead.
However, the increase in the cost of raw materials
and the current slowdown of the economy could
be a source of concern.
6. Internal controls and their adequacy
The Company has proper and adequate internal
control systems to ensure that all the assets are
safeguarded and that all transactions are authorized,
recorded and reported correctly. Regular internal
audits and checks are carried out to ensure that the
responsibilities are executed effectively and that the
systems are adequate. Management continuously
reviews the internal control systems and procedures
to ensure the efficient conduct of business. An Audit
Committee of the Board oversees the internal
controls within the organization.
7. Human resources
Our employees form the backbone of our
organization. Your company takes pride in the
commitment, competence and dedication shown by
its employees in all areas of operation. Industrial
relations have remained harmonious throughout
the year.
Your company endeavors to follow best HR practices
across all areas. These cover recruitment, induction,
development and training, and appraisal systems
which are tied in with defined key result areas.
There has been a substantial addition to the
employee strength during the year. The employee
strength rose from 240 in the previous year to 325
as on 31
st
March, 2012.
DI RE C T ORS RE PORT
Dear Shareholders,
Your Directors have pleasure in presenting their report along with the audited accounts of the Company for the
year ended 31
st
March, 2012.
FINANCIAL RESULTS
The financial results as compared to the previous year are as under:-
(Rs. in lacs)
Year ended Year ended
31
st
March, 2012 31
st
March, 2011
Revenue from operations 16942 11998
Profit before interest, financial expenses and depreciation 2277 1629
Interest & financial expenses 447 217
Depreciation and amortisation 238 141
Profit before tax 1592 1271
Provision for tax 556 439
Net profit for the year 1036 832
Add Surplus brought forward 380 280
Available for appropriation 1416 1112
Appropriations
Dividend 250 200
Tax on proposed dividend 41 32
Transfer to General Reserve 1000 500
Balance Carried forward 125 380
DIVIDEND
Your Directors recommend the payment of dividend of
Rs. 2.50 per equity share of Rs. 10/- each for the current
year, to those shareholders, whose names would appear
on the register of members as on 1
st
August, 2012.
OPERATIONAL REVIEW
The business continued to perform well during the
year. Revenue from operations increased from Rs. 119.98
crores to Rs. 169.42 crores and net profit increased from
Rs. 8.32 crores to Rs. 10.36 crores.
Several key initiatives have been undertaken to
institutionalize management processes which will
enable the organization to handle larger business
volumes efficiently. Efforts are also being continuously
made to further develop, strengthen and expand
organizational capacity in all the areas of operations.
The new manufacturing facility established in U.P. was
commissioned in November, 2011. The operations at the
new plant have stabilized and the capacity constraints
to further growth now stand removed.
A detailed business review is included in the
Managements Discussion and Analysis Report which
forms part of the Annual Report.
NSE LISTING
The Company has applied for the listing of its equity
shares on the National Stock Exchange. The same is
under active consideration of the NSE.
CORPORATE GOVERNANCE
The report of the Board of Directors of the Company on
Corporate Governance is given as a separate section
titled Report on Corporate Governance, which forms
part of the Annual Report. The Auditors Report on
Corporate Governance compliance is also annexed
therewith.
FIXED DEPOSITS
The total amount of deposits remaining due not having
been claimed for repayment as on 31
st
March, 2012 was
Rs. 3.57 lacs in respect of 4 deposits and the same is still
unclaimed.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The information pursuant to Section 217(1)(e) of the
Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is enclosed in Annexure 1 to this
report.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, is attached as Annexure 2 to
this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
in the preparation of the annual accounts, the
applicable accounting standards have been
followed and no material departures have been
made from the same;
they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31
st
March, 2012 and of the profits
for the year ended on that date;
they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;
the annual accounts have been prepared on a going
concern basis.
DIRECTORS
Mr. S.C. Nanda and Mr. R.P. Jain retire by rotation and
being eligible offer themselves for reappointment.
AUDITORS
The auditors M/s. A.K. Gangaher & Co., who retire, offer
themselves for reappointment.
The Company has received a letter from them to the
effect that their reappointment, if made, would be
within the prescribed limit under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified
for reappointment within the meaning of Section 226
of the said Act.
COST AUDITORS
Pursuant to Section 233B of the Companies Act, 1956
and the Companies (Cost Audit Report) Rules, 2011,
M/s. Kabra & Associates, Cost Accountants have been
appointed as Cost Auditors to audit the cost accounts
of the Company for the financial year 2012-13 subject
to the approval of the Central Government.
ACKNOWLEDGEMENT
The Directors place on record their sincere gratitude for
the assistance received from the banks during the year.
They also wish to place on record their appreciation for
the loyal and devoted services rendered by all categories
of employees.
On behalf of the Board
Place : Delhi R.P. JAIN
Dated : 30
th
May, 2012 Chairman
ANNE XURE 1 T O DI RE C T ORS RE PORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD
OF DIRECTORS) RULES, 1988
A. Conservation of Energy
(a) Energy conservation measures taken:-
Energy efficient lighting systems have been installed in the new plant.
(b) Additional investments and proposals for reduction of consumption of energy:-
These proposals are generated on an ongoing basis.
(c) Impact of the above measures:-
Reduction in power / fuel consumption and a smoother operation.
(d) Total energy consumption and energy consumption per unit of production:-
As per Form A enclosed.
B. Technology absorption
(e) As per Form B enclosed.
C. Foreign exchange earnings and outgo
(f ) Activities relating to exports, initiatives taken to increase exports, development of new export markets
for products and services and exports plan:-
No progress could be made in the export of products.
(g) Total foreign exchange used and earned:-
(Rs. in Lacs)
2011-12 2010-11
(i) CIF value of import 1846 306
(ii) Expenditure in foreign currency 69 53
(iii) Foreign exchange earned NIL NIL
FORM A
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
SNACK FOODS
A. POWER AND FUEL CONSUMPTION 2011-12 2010-11
1. Electricity
a) Purchased Unit 2179131 1889264
Total Amount (Rs.) 11583616 10278922
Rate per Unit (Rs.) 5.32 5.44
b) Own Generation
(i) Through Diesel Generator
Unit 839045 271055
Unit per ltr. of Diesel Oil 3.20 3.35
Cost per Unit 12.55 10.20
(ii) Through Steam Turbine / Generator
Units - -
Units per ltr. of Fuel Oil / Gas - -
Cost per Unit - -
2. Coal
Qty. (Tonnes) - -
Total Cost - -
Average Rate - -
3. Furnace Oil
Qty. (K. Ltrs.) - -
Total Amount - -
Average Rate - -
4. Other / Internal Generation
Qty. (Kgs.) - -
Total Cost (Rs.) - -
Rate per Unit (Rs.) - -
B. CONSUMPTION PER UNIT OF PRODUCTION
SNACK FOODS
Units Standards 2011-12 2010-11
(if any)
Production MT NA 9328 6565
Electricity Units / MT KWH NA 324 329
Diesel Units / MT Litres NA 30.19 42.67
LPG Units / MT KG NA 3.59 4.24
CNG Units / MT SCM NA 3.21 -
FORM B
DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
Research and Development (R&D)
1. Specific areas in which R&D was carried out by the Company
(i) Developing new products and product improvements
(ii) Optimizing process parameters to improve yield, quality and output
(iii) Standardization of raw material, production methods and finished goods quality
(iv) Mechanization of production systems
(v) Use of Information technology in operations
2. Benefits derived as a result of the above R&D
i) New carton structures for various products were developed
ii) Automated carton closing systems were developed
iii) Heated storage systems for refined oil were developed
iv) Capability of gift insertion systems to handle different kinds of gifts was developed
v) A new flavor variant was developed
vi) Developed an IT application for the sales system
3. Future plan of action
To continue R & D activity in the existing areas
4. Expenditure on R & D
As R & D is a part of the ongoing activity of quality control and manufacturing operations, the expenditure is
not separately allocated and identified
Technology absorption, adaptations and innovations
1. Efforts made
All the above mentioned developments were commercialized and put to use
2. Benefits
Resulted in the following benefits:
i) Lower damages in finished goods handling and transportation
ii) Reduction in manpower deployed and better sealing quality of finished goods cartons
iii) Enabling the use of cheaper oils in the winter season
iv) Enabling the use of a larger variety of gifts to be inserted in the pack thereby reducing costs
v) Higher sales
vi) Generation of accurate and timely MIS resulting in faster decision making / corrective action
3. Particulars of technology imported during the last 5 years
- NIL -
ANNE XURE 2 T O DI RE C T ORS RE PORT
Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming
part of the Directors Report for the year ended 31
st
March, 2012
Name Designation/ Qualifi- Experience Remune- Date of Age Particulars
Nature of cations (in Yrs) ration Appointment (in yrs) of last
Duties (Rs.) employment
Jain Mohit Managing B.A. (Hons) 36 72,24,638 17/03/1993 56 The Delhi Flour
Director Mills Company Ltd.
Jain Rohan Executive B.Sc. in 7 83,22,747 01/06/2009 28 The Delhi Flour
Director Economics Mills Company Ltd.
Notes:
1. Gross remuneration shown above is subject to tax and comprises salary including arrears, perquisites, provident
fund & gratuity under LIC scheme in terms of actual expenditure incurred by the Company and commission.
2. The employees have adequate experience to discharge the responsibilities assigned to them.
3. Mr. Mohit Jain and Mr. Rohan Jain are inter-related and also related to Mr. R. P. Jain who is the Chairman of the
Company.
4. The employment of both Mr. Mohit Jain and Mr. Rohan Jain are contractual and the terms of the same have
been approved by the shareholders.
5. Percentage of equity shares held by Mr. Mohit Jain and Mr. Rohan Jain are 0.39% and 0.19% respectively.
RE PORT ON C ORPORAT E G OVE RNANC E
1. Companys philosophy on Corporate Governance
Corporate Governance is a set of systems and
practices for the ethical conduct of business of the
company. It ensures accountability, transparency
and commitment to values to meet its stakeholders
aspirations.
In DFM Foods, we believe that Corporate
Governance is an approach to succeed, maintain
sustainable growth and create long-term value.
The Company endeavors to attain the best practices
in Corporate Governance. All major corporate
decisions are taken by the Companys professional
Board in conjunction with a competent
management team, keeping in view the best interest
of all its stakeholders. It is committed to apply the
best management practices, comply with the
applicable legal requirements and adhere to ethical
standards to improve sustainable development of
all stakeholders. These include:-
Independent Board with defined role and
responsibilities: 3 out of 6 Board members are
Independent Directors. The Audit Committee and
Remuneration Committee comprise of only
independent directors. The Company has
established a framework for the meetings of the
Board and the Committees of the Board. This
framework seeks to systematise the decision making
process at the Board and Committee meetings in
an informed and efficient manner.
The Board evaluates strategic direction of the
Company, management policies and their
effectiveness. The agenda for the Board reviews
include strategic, annual operating plans and capital
allocation and budgets. It also reviews financial and
business reports. All these reviews also provide a
strategic roadmap for the future growth of the
Company.
Audits and internal checks and balances: The
Audit Committee of the Company reviews internal
controls and operating systems and procedures. The
Company Secretary along with the Chief Financial
Officer ensures that the business of the Company is
conducted with all statutory and regulatory
compliances. The Company has also institutionalized
a statutory compliance programme covering all
areas of business.
The Company has also wide use of information
technology to ensure proper financial reporting and
internal controls for optimal use and safeguard of
assets, accurate and timely compilation of financial
statements and management reports.
Best Corporate Governance practices: Our
Company believes in adopting the best Corporate
Governance practices such as:
All securities related filings with Stock
Exchanges and SEBI are reviewed every
quarter by the Shareholders and Investors
Grievance Committee of Directors of the
Company.
The Company undergoes internal audit
conducted by independent auditors.
The Company also undergoes quarterly and
annual secretarial audit conducted by an
independent Company Secretary in whole-
time practice.
Stakeholders communication: The Company
recognizes the importance of dissemination of
financial and other information to all of its
shareholders. To help the process, all related
information is made available on the Companys
website www.dfmfoods.com.
Role of the Company Secretary in overall
governance process: The Company Secretary
ensures that all relevant information, details and
documents are made available to the Directors and
Senior Management for effective decision making
at the meetings. The Company Secretary is primarily
responsible to ensure compliance of applicable
statutory requirements. All the Board members of
the Company have access to the advice and services
of the Company Secretary.
2. Board of Directors
Board composition and particulars of Directors
The Board of Directors of the Company has an optimum combination of Executive and Non-executive Directors
who have in depth knowledge of business, in addition to the expertise in their areas of specialization.
The Board consists of 6 Directors of whom 2 are Whole-time Directors.
The composition of the Board is as follows:
Profile of the Board members:
A brief resume of all the Directors, nature of their
expertise and names of the other Companies in
which they hold Directorships, Memberships /
Chairmanships of Board Committees are provided
below:
Mr. R.P. Jain is a promoter Director of the Company
and the Chairman & Managing Director of the
promoter Company, The Delhi Flour Mills Co. Ltd. He
has been associated with the flour milling industry
for over five decades, and is a known authority on
the working of flour milling industry and snack food
business.
He has been the past president of the Roller Flour
Millers Federation of India, Delhi Factory Owners
Federation, Snack Food Association of India,
Northern Flour Millers Confederation and Delhi
Roller Flour Mills Association.
He has been on the Board of DFM Foods Ltd. since
17
th
March, 1993 and is the Chairman of the
Company.
Other Directorships:
Sl. No. Name of the Company Designation
1. The Delhi Flour Mills Co. Ltd. Chairman &
Managing
Director
2. DFM Agro Ltd. Director
3. Jain Farms & Industries Director
Pvt. Ltd.
4. Ravi Mohit Enterprises Director
Pvt. Ltd.
Membership of Committees:
- NIL -
Disclosure of Relationship:
Mr. R.P. Jain is the father of Mr. Mohit Jain, Managing
Director, and grandfather of Mr. Rohan Jain, Executive
Director of the Company.
Shareholding:
He holds 11,20,500 shares of the Company as on 31
st
March, 2012.
Name of Director Category Directorship in Membership in
other Companies specified Committees
Mr. R.P. Jain, Promoter & 4 -
Chairman Non-Executive Director
Mr. Mohit Jain, Promoter & 4 -
Managing Director Executive Director
Mr. Rohan Jain, Promoter & - -
Executive Director Executive Director
Mr. Pradeep Dinodia Non-Executive 9 10
Independent Director
Mr. S.C. Nanda Non-Executive 6 -
Mr. Mohit Satyanand Non-Executive 5 5
Mr. Mohit Jain has been the Managing Director of the
Company since 28
th
February, 1994.
Mr. Mohit Jain is a promoter Director of the Company
and the Vice Chairman & Jt. Managing Director of the
promoter Company The Delhi Flour Mills Co. Ltd. He
joined The Delhi Flour Mills Co. Ltd. in 1975 and has been
involved in the flour milling industry since then. He had
the pivotal role in establishing the snack food division
of the Company in 1984 and has been involved in its
development since then. He has intimate knowledge
of both the flour milling and snack food industry.
1. The Delhi Flour Mills Co. Ltd. Vice
Chairman &
Jt. Managing
Director
2. DFM Agro Ltd. Director
3. Jain Farms & Industries Director
Pvt. Ltd.
4. Ravi Mohit Enterprises Director
Pvt. Ltd.
- NIL -
Mr. Mohit Jain is the son of Mr. R.P. Jain, Chairman and
father of Mr. Rohan Jain, Executive Director of the
Company.
Shareholding:
He holds 39,500 shares of the Company as on 31
st
March,
2012.
Mr. Rohan Jain is the Executive Director of DFM Foods
Ltd. He graduated with B.Sc. in Economics with
concentration in Finance from the renowned Wharton
School, University of Pennsylvania, U.S.A. in May, 2005.
After completing his studies, he had joined the promoter
Company The Delhi Flour Mills Co. Ltd. as Executive Asstt.
to the Jt. Managing Director to assist him in the
management of overall affairs of the Company. Further
he had been providing assistance in managing the sales
and marketing affairs of the snack food business of the
Company since 2005. He has developed the necessary
experience and expertise in this area and has played a
major role in the growth and development of this
business.
He has been the Executive Director of the Company
since 1
st
June, 2009.
- NIL -
- NIL -
Mr. Rohan Jain is the son of Mr. Mohit Jain, Managing
Director, and grandson of Mr. R.P. Jain, Chairman of the
Company.
Shareholding:
st
March,
2012.
Mr. Pradeep Dinodia is a leading Chartered Accountant
and taxation expert. He is practicing as a partner of S.R.
Dinodia & Co., a Chartered Accountant firm in New Delhi.
He has been associated with the Federation of Indian
Chambers of Commerce & Industry (FICCI), New Delhi,
Institute of Chartered Accountants of India and
International Fiscal Association, India Chapter in various
capacities.
He has been on the Board of the Company since 8
th
March, 1994.
1. Shri Ram Pistons & Rings Ltd. Chairman /
Director
2. DCM Shriram Consolidated Director
Ltd.
3. Hero Moto Corp Ltd. Director
4. Hero Corporate Services Ltd. Director
5. Micromatic Grinding Director
Technologies Ltd
6. SPR International Auto Director
Exports Ltd.
7. Ultima Finvest Ltd. Director
8. J.K. Lakshmi Cement Ltd. Director
9. Dinodia Capital Director
Advisors Pvt. Ltd.
Sl. Name of the Name of the Desig-
No. Company Committee nation
1. DCM Shriram Committee of Member
Consolidated Board for payment
Ltd. of remuneration
to MD
Shareholders & Chairman
Investors Grievance
Committee
Audit Committee Member
2. Hero Moto Audit Committee Chairman
Corp Ltd. Shareholders & Member
Investors Grievance
Committee
3. Hero Corporate Audit Committee Chairman
Services Ltd.
4. Shriram Pistons Audit Committee Member
& Rings Ltd. Shareholders & Member
Investors Grievance
Committee
Remuneration Member
Committee
Nominations Chairman
Committee
Mr. Pradeep Dinodia is not related to any other
Director(s) of the Company.
Shareholding:
st
March,
2012.
Mr. S.C. Nanda is a renowned Advocate with more than
25 years of legal experience. In 1977, he joined Khaitan
& Co, a renowned Solicitors Firm in Delhi and during his
tenure handled the litigation work in the various High
Courts and the Supreme Court. Subsequently he started
doing more of non-litigation work including drafting of
document, deeds, Foreign Collaborations, international
business transaction, conveyancing etc.
He has vast experience in matters pertaining to real
estate and development of hotels, resorts, colonies and
commercial establishments.
He has been on the Board since 8
th
March, 1994.
1. Samniti Corporate Director
Consultants Pvt. Ltd.
2. RAMPgreen Solutions Pvt. Ltd. Director
3. Ramp Green Technologies Director
Pvt. Ltd.
4. Achilles Retail Ventures Director
Pvt. Ltd.
5. The Delhi Flour Mills Co. Ltd. Director
6. Tech Geine Services Director
International Pvt. Ltd.
- NIL -
Mr. S.C. Nanda is not related to any other Director(s) of
the Company.
Shareholding:
st
March,
2012.
Mr. Mohit Satyanand is a management Consultant. He
started his career with Hindustan Lever Ltd. in 1977 and
served them as an Area Sales Manager (Foods) till 1981.
Then he joined The Delhi Flour Mills Co. Ltd., where he
was instrumental in establishing the present snack food
business of the Company. Subsequently, he set up and
ran an event management company Team Work Films
Pvt. Ltd. He was a key member of the team responsible
for the success of UNCLE CHIPS. He is a promoter
Director of Inlingua School of Language, New Delhi, for
language training.
He has an extensive knowledge in sales and marketing
of consumer goods including the snack food market.
He has been on the Board since 29
th
January, 2000.
1. Teamwork Films Pvt. Ltd. Chairman
2. Magic Mountain Retreat Director
Pvt. Ltd.
3. Amrit Learning Ltd. Director
4. Amrit Corp. Ltd. Director
5. Amrit Banaspati Company Ltd. Director
Sl. Name of the Name of the Desig-
No. Company Committee nation
1. Amrit Corp. Ltd. Shareholders & Member
Investors Grievance
Committee
Audit Committee Member
2. Amrit Banaspati Audit Committee Member
Co. Ltd. Remuneration Member
Committee
Loan & Banking Member
Committee
Mr. Mohit Satyanand is not related to any other
Director(s) of the Company.
Shareholding:
st
March,
2012.
3. Board / Committee Meetings and Procedures
The Board of Directors is the apex body constituted
by the shareholders for overseeing the overall
functioning of the Company. The Board provides and
evaluates the strategic directions of the Company,
management policies and their effectiveness and
ensures that the long-term interests of the
shareholders are being served. The Managing
Director is assisted by the Executive Director and
senior managerial personnel in overseeing the
affairs of the Company.
The Board meets atleast once in a quarter to review
the quarterly results and other items of the agenda.
The Board is given presentations covering finance,
sales, marketing, operations including business
opportunities / strategy and corporate affairs of the
Company.
The information regularly provided to the Board
includes:
Annual operating plans and budgets including
capital budgets and any updates.
Quarterly results of the Company.
Significant changes in accounting policies and
internal controls.
Minutes of meetings of Audit Committee,
Banking and Finance Committee and
Shareholders & Investors Grievance
Committee of the Board.
The information on recruitment and
remuneration of senior management
personnel.
Show cause, demand, prosecution notices and
penalty notices which are materially
important.
Fatal or serious accidents, dangerous
occurrences, any material effluent or pollution
problems.
Any material default in the financial
obligations to and by the Company, or
substantial non-payment for goods sold by the
Company.
Any issue, which involves possible public or
product liability claims of substantial nature,
including any judgment or order which, may
have passed strictures on the conduct of the
Company or taken an adverse view regarding
another enterprise that can have negative
implications on the Company.
Any significant development in Human
Resources / Industrial Relations front.
Sale of material nature of investments, assets,
which is not in normal course of business.
Non-compliance of any regulatory, statutory
nature or listing requirements and
shareholders service such as non payment of
dividend, delay in share transfer etc.
Statutory compliance report of all laws
applicable to the Company, as well as steps
taken by the Company to rectify instances of
non-compliances, if any.
Details of the transactions with the related
parties.
Making of loans and investment of surplus
funds.
General notices of interest of directors.
Brief on statutory developments, changes in
government policies, etc. with impact thereof.
Board material distributed in advance
The agenda for each board meeting is circulated in
advance to the Board members. All material
information is incorporated in the agenda
facilitating meaningful and focused discussions at
the meeting.
Post meeting follow-up mechanism
The important decisions taken at the Board/
Committee(s) meetings are promptly
communicated to the concerned departments.
Action taken report on the decisions of the previous
meeting(s) is placed at the immediately succeeding
meeting of the Board/ Committee(s) for information
and review by the Board/ Committee(s).
4. Number of Board Meetings held, the dates on
which held and attendance thereat
4 Board meetings were held during the year
2011-12 on 21
st
May, 2011, 3
rd
August, 2011,
14
th
November, 2011 and 30
th
January, 2012.
Attendance details of each Director at the Board
meetings and the last A.G.M.:-
Name of Director No. of Board Attendance
meetings at the last
attended A.G.M.
Mr. R.P. Jain 4 No
Mr. Mohit Jain 4 Yes
Mr. Rohan Jain 4 Yes
Mr. Pradeep Dinodia 4 Yes
Mr. S.C. Nanda 4 Yes
Mr. Mohit Satyanand 4 Yes
5. Re-appointment of Directors
Mr. S. C. Nanda and Mr. R. P. Jain shall retire by
rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
The details and profile of the aforesaid directors
seeking reappointment are furnished above in this
report.
6. Board Committees
Standing Committees
Details of the Standing Committees of the Board and
other related information are provided hereunder:
(i) Audit Committee
Composition: The Audit Committee of the Board
comprises three independent directors namely
Mr. Pradeep Dinodia (Chairman), Mr. S. C. Nanda and
Mr. Mohit Satyanand.
Terms of Reference: The terms of reference of this
Committee cover the matters specified for it under
the Clause 49 of the Listing Agreement with Stock
Exchanges and Section 292A of the Companies Act,
1956.
A. Powers of the Audit Committee
1. To investigate any activity/matter within its
terms of reference.
2. To have full access to information contained
in the records of the Company.
3. To obtain external professional advice, if
necessary.
B. Role of the Audit Committee
1. Overseeing of the companys financial
reporting process and the disclosure of its
financial information to ensure that the
financial statement is correct, sufficient and
credible.
2. Recommending the appointment and
removal of Statutory Auditors including Cost
Auditors and Internal Auditors, fixation of audit
fee and also approval for payment for any
other services.
3. Reviewing with management the quarterly /
annual financial statements before submission
to the Board, focusing primarily on:
Any changes in accounting policies and
practices.
Qualifications in draft audit report.
Significant adjustments arising out of
audit.
The going concern assumption.
Compliance with accounting standards.
4. To discuss with the Auditors periodically about
internal control systems, the scope of audit
including the observations of the Auditors.
5. To provide any clarification on matters relating
to audit at the annual general meetings.
Meetings and attendance thereat
4 meetings of the Audit Committee were held
during the year 2011-12 on 21
st
May, 2011,
3
rd
August, 2011, 14
th
November, 2011 and
30
th
January, 2012.
Attendance details
Name of Director No. of
meetings attended
Mr. Pradeep Dinodia 4
Mr. S. C. Nanda 4
Mr. Mohit Satyanand 4
The Chairman of the Audit Committee was present
at the last Annual General Meeting.
(ii) Banking & Finance Committee
Composition: The Banking & Finance Committee of
the Board comprises of Mr. R.P. Jain (Chairman) and
Mr. Mohit Jain.
Terms of Reference:
1. Review and approve banking arrangements
and cash managements.
2. Borrow monies by way of loan(s) for the
purpose of capital expenditure, general
corporate purposes including working capital
requirements within the limits approved by
the Board.
3. Invest funds of the Company in short term
deposits / otherwise within the limits
approved by the Board.
4. Delegate authorities to the authorized persons
to implement the decisions of the Committee.
4 meetings of the Banking & Finance Committee
were held during the year 2011-12 on 9
th
April, 2011,
23
rd
July, 2011, 28
th
October, 2011 and 24
th
January,
2012.
Attendance details
Name of the No. of
Committee Member meetings attended
Mr. R.P. Jain 4
Mr. Mohit Jain 4
(iii) Remuneration Committee
Composition: The Remuneration Committee of the
Board comprises three independent directors
namely Mr. Pradeep Dinodia, Mr. S. C. Nanda and
Mr. Mohit Satyanand.
Terms of Reference: The Remuneration Committee
has been constituted to recommend/review
remuneration of the Managing Director and Whole-
time Directors.
Details of remuneration and other terms of
appointment of Directors:
Non Executive Directors are being paid sitting fee
only within the limits prescribed under the
Companies Act, 1956.
Details of remuneration paid to the Directors
during the year 2011-12:
Salary, Sitting fee
allowances for attending
& Board/
perquisites Committee
(Rs.) meetings
(Rs.)
Whole Time
Directors
Mr. Mohit Jain 72,24,638 -
Mr. Rohan Jain 83,22,747 -
Non-Executive
Directors
Mr. R.P. Jain - 2,40,000/-
Mr. Pradeep Dinodia - 1,60,000/-
Mr. S. C. Nanda - 1,60,000/-
Mr. Mohit Satyanand - 1,60,000/-
Note:-
a) The service contract with the Managing Director and
Executive Director, who are the Whole Time
Directors, are for a period of 5 years.
b) The Company does not have any Stock option
scheme.
(iv) Shareholders & Investors Grievance Committee
Composition: The Shareholders & Investors
Grievance Committee comprises of Mr. R.P. Jain
(Chairman) and Mr. Mohit Jain. Mr. Arjun Sahu, Asstt.
Secretary has been nominated as Compliance
Officer.
Terms of Reference: The terms of reference of this
Committee includes redressal of the shareholders/
Investors complaints in respect of any matter.
The Committee also monitors the implementations
and compliances of the Companys Code of Conduct
for prevention of Insider Trading in pursuance of SEBI
(Prohibition of Insider Trading) Regulations, 1992.
4 meetings of the Shareholders & Investors
Grievance Committee were held during the year
2011-12 on 14
th
April, 2011, 23
rd
July, 2011,
28
th
October, 2011 and 24
th
January, 2012.
Attendance details
Name of the No. of
Committee Member meetings attended
Mr. R.P. Jain 4
Mr. Mohit Jain 4
Investor Grievance Redressal: During the year
2011-12, the Company had received two complaints
from investors, which were disposed off
satisfactorily. No request for share transfers received
during the year was pending beyond the normal
service time of a fortnight from the date of receipt
of duly completed documents required to effect the
transfer.
Procedure at Committee Meetings
The guidelines relating to Board meetings are
applicable to Committee meetings as far as may be
practicable. Each Committee has the authority to
engage outside experts, advisors and counsels to
the extent it considers appropriate to assist in its
work. Minutes of the proceedings of the Committee
meetings are placed before the Board meetings for
perusal and noting.
7. Management Committee
The Company has set up a Management Committee
comprising of all functional heads for periodic
review of the operations of the Company for better
operational control.
Generally, this Committee meets every month to
review finance, sales, marketing and strategic issues.
The highlights of the decisions taken by this
Committee and also issues arising out of the
deliberations by it are presented to the Board.
8. Code of Conduct
The Board of Directors has adopted the Code of
Conduct for Board Members and Senior
Management team. The said code has also been
displayed on the Companys website:
www.dfmfoods.com.
All Board members and senior management
personnel have confirmed compliance with the
Code for the year 2011-12. A declaration to this effect
signed by the Managing Director of the Company is
provided elsewhere in the Annual Report.
9. Insider Trading
Code of Internal Procedure and Conduct
Pursuant to requirement of SEBI (Prohibition of
Insider Trading) Regulations, 1992, the Company has
adopted a Code of Internal Procedure & Conduct
for prevention of insider trading. The code is
applicable to all Directors and such designated
employees who are expected to have access to
unpublished price sensitive informations relating to
the Company.
10. General Body Meetings
The date, time and venue of the General Meetings
held during the preceding 3 years and the Special
Resolution(s) passed thereat are as follows:
A. Annual General Meeting:
Date of A.G.M. Time Venue Special Resolution
30
th
July, 2009 10.00 A.M. Airforce Auditorium, - Reappointment of Mr. Mohit Jain as Managing Director
Subroto Park, - Appointment of Mr. Rohan Jain as Executive Director
New Delhi -110010 - Keeping the Register / Index of Members and Annual
Returns together with the copies of certificates and
documents required to be annexed thereto at the office
of the Registrar and Share Transfer Agent.
- Investments in shares of any body or bodies corporate
in excess of the prescribed limits.
30
th
July, 2010 10.00 A.M. -Do- NIL
3
rd
August, 2011 10.00 A.M. -Do- NIL
B. Extra Ordinary General Meeting:
There was no Extra Ordinary General Meeting held during the financial year 2011-12.
C. Postal Ballot
During the year ended 31
st
March, 2012, no special resolution has been put through postal ballot. Further,
none of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a
Special Resolution through Postal Ballot.
11. Disclosure
- Disclosure on materially significant related None of the transactions with any of the related parties
party transactions that may have potential were in conflict with the interest of the Company.
conflict with the interest of Company at large. Attention of the members is drawn to the disclosure of
transactions with the related parties set out in Note 36
to the Accounts.
All related party transactions are negotiated on arms
length basis.
- Details of non-compliance by the Company, There has been no instance of non-compliance by the
Penalties, strictures imposed on the Company on any matter related to capital markets
Company by Stock Exchange or SEBI or any during the last 3 years.
statutory authority, on any matter related
to capital markets, during the last three
years.
12. Means of Communication
(a) Quarterly Results: Quarterly Results of the
Company are published in Financial Express
and Jansatta and are displayed on the
Companys website www.dfmfoods.com.
(b) News Releases, Presentations, etc.: Official
announcements and other general
information are displayed on the Companys
website www.dfmfoods.com. Official Media
Releases are sent to the Stock Exchanges.
(c) Website: The Companys website
www.dfmfoods.com contains an exclusive
section on Investors which enables them to
access information such as quarterly / half
yearly / annual financial statements,
shareholding patterns and releases in
downloadable format as a measure of added
convenience.
(d) Annual Report: Annual Report containing,
inter alia, Audited Annual Accounts, Directors
Report, Auditors Report and other important
information is circulated to members and
others entitled thereto.
The Managements Discussion and Analysis
(MD&A) Report forms part of the Annual
Report.
The Annual Report of the Company is also
available on the website in a user-friendly and
downloadable form.
(e) Corporate Filing and Dissemination System
(CFDS): Pursuant to clause 52 of the Listing
Agreement, the Company during the year has
uploaded financial information like annual and
quarterly financial statements and
shareholding pattern on the CFDS website
www.corpfiling.co.in.
(f ) SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a
centralized web based complaints redress
system. The salient features of this system are
centralized database of all complaints, online
upload of Action Taken Reports (ATRs) by the
concerned companies and online viewing by
investors of actions taken on the complaint
and its current status.
(g) Designated Exclusive email-id: The
Company has a designated email-id:
arjun.sahu@dfmgroup.in for investor
servicing.
13. General Shareholder Information
Company Registration Details
The Company is registered in the State of Delhi,
India. The Corporate Identity Number (CIN) allotted
to the Company by the Ministry of Corporate Affairs
(MCA) is L15311DL1993PLC052624.
Annual General Meeting
(Day, Date, Time and Venue):
Wednesday, August 01, 2012 at 10.00 a.m.
Airforce Auditorium, Subrato Park,
New Delhi 110 010
Financial Calendar (tentative)
Financial Year: April 1, 2012 to March 31, 2013
Results for the quarter ending:
June 30, 2012 1
st
August, 2012
September 30, 2012 - Fourth week of October, 2012
December 31, 2012 - Fourth week of January, 2013
March 31, 2013 - Third week of May, 2013
Annual General Meeting - July, 2013
Date of Book Closure
Monday, July 16, 2012 to Wednesday, August 01,
2012(both days inclusive).
Dividend Payment
Credit/dispatch on 9
th
August, 2012 subject to the
approval of shareholders
Listing on Stock Exchanges
BSE Limited (BSE),
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001
Scrip Code: 519588
ISIN - INE456C01012
Payment of Listing Fees: Annual listing fee for the
year 2012-13 (as applicable) has been paid by the
Company to BSE.
Payment of Depository Fees: Annual custody /
Issuer fee for the year 2012-13 has been paid by the
Company to NSDL and CDSL.
Market Price data and stock performance in the
last financial year:
BSE Monthly High and Lows
Month High (Rs.) Low (Rs.)
April11 127.35 105.00
May11 149.00 117.00
June11 140.30 118.00
July11 147.00 120.25
August11 208.00 135.50
September11 195.50 167.30
October11 295.85 185.00
November11 255.20 206.25
December11 258.45 199.00
January12 289.00 200.05
February12 275.00 215.15
March12 255.95 203.60
DFM Foods share price BSE Sensex
Stock performance vis-a-vis BSE Sensex
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Apr'11 May'11J une'11J uly'11 Aug'11Sept'11Oct'11 Nov'11 Dec'11 J an'12 Feb'12Mar'12
Registrar and : M/s MCS Ltd.,
Transfer Agent F-65, 1
st
Floor,
Okhla Industrial Area,
Phase I,
New Delhi-110020
Share transfer system : All the transfers and
dematerialization received are
processed and approved
every fortnight.
Distribution of shareholding as on 31
st
March, 2012
Range (in shares) No. of No. of % to
From To share- shares total
holder capital
0 500 6852 6,59,840 6.60
501 1000 93 77,800 0.78
1001 2000 47 68,688 0.69
2001 3000 33 82,923 0.83
3001 4000 11 41,484 0.41
4001 5000 10 47,391 0.47
5001 10000 27 2,12,291 2.12
10001 and above 34 88,11,259 88.10
Total 7,107 1,00,01,676 100.00
Shareholding pattern as on 31
st
March, 2012
Sl. Category No. of %
No. shares held
1 Shareholding of
Promoter and
Promoter Group 69,03,396 69.02
2 Public shareholding
A Institutions
(a) Mutual Funds 1,200 0.01
Sub-Total (A) 1,200 0.01
B Non-institutions
(a) Bodies Corporates 1,06,182 1.06
(b) Individuals 29,72,759 29.73
(c) NRIs 18,139 0.18
Sub-Total (B) 30,97,080 30.97
GRAND TOTAL 1,00,01,676 100.00
Dematerialisation As on 31
st
March, 2012, 94.36%
of shares of the total paid-up equity
and liquidity shares of the Company have
been dematerialized by the
shareholders.
The number of beneficiaries as
on 31
st
March, 2012 is 2263.
Outstanding GDRs/ None issued/ outstanding
ADRs/warrants
or any convertible
instruments,
conversion date
and likely
impact on equity
Plant locations The plants of the Company are
located at:
1. C - 40, Site III,
Meerut Road,
Industrial Area,
Ghaziabad (U.P.)
2. Plot Nos. 49,50,53 & 54,
Ecotech - I, Extn,
Greater Noida,
Distt Gautam Budh Nagar
(U.P.)
Address for Shareholders correspondence
correspondence may be addressed to:-
1. M/s. MCS Ltd.,
F-65, 1
st
Floor
Okhla Industrial Area,
Phase I
New Delhi-110020
2. The Company Secretary
DFM Foods Ltd.,
8377, Roshanara Road,
Delhi-110007
Transfer of unclaimed amounts to Investor and
Education Protection Fund
The investors are advised to claim the unencashed
dividends lying in the unpaid dividend account of
the company as indicated in the Notes to the Notice
and the matured deposits before the same become
due for crediting to the Investor Education and
Protection Fund.
14. Compliance Certificate of the Auditors
Certificate from the Auditors of the Company,
M/s. A.K. Gangaher & Co., confirming compliance
with the conditions of Corporate Governance as
stipulated under Clause 49, is attached to the
Directors Report forming part of the Annual Report.
15. Adoption of Mandatory and Non-Mandatory
Requirements of Clause 49
The Company has complied with all mandatory
requirements and has adopted following non-
mandatory requirements of Clause 49.
Chairman of the Board
The Chairman of the Board is entitled to maintain a
Chairmans office at the Companys expense and also
allowed reimbursement of expenses incurred in the
performance of his duties.
Remuneration Committee
Refer 6 (iii) above
Shareholders Rights
The Clause states that half yearly declaration of
financial performance including summary of the
significant events in the last 6 months, may be sent
to each shareholder.
Companys Quarterly / Half yearly results are
published in a leading daily English newspaper and
a local language newspaper and also displayed on
the Companys website www.dfmfoods.com as well
as provided to the special website
www.corpfiling.co.in.
Audit Qualification
The financial statements have not been qualified.
Training of Board Members
The Board members are well aware of the business
model as well as the risk profile of the business
parameters of the company and also their
responsibilities as Directors.
Mechanism for evaluating NEDs
All the non-executive Board members are leading
professionals in their respective fields and have been
contributing their best in the performance of the
company.
Whistle Blower policy
As per the policy of the Company, all the employees
have a direct and secured access to the
management as well as the Chairman of the Audit
Committee to report about any unethical behaviour,
fraud etc.
16. CEO and CFO Certification
The Managing Director and the Chief Financial
Officer of the Company give annual certification on
financial reporting and internal controls to the Board
in terms of Clause 49. They also give quarterly
certification on financial results while placing the
financial results before the Board in terms of Clause
41 of the Listing Agreement.
DECLARATION BY THE MANAGING DIRECTOR
It is hereby declared that all the Board members and senior management personnel have complied with the Code
of Conduct laid down by the Board under clause 49 of the Listing Agreement.
Further, they have affirmed compliance with the said code of conduct as on 31
st
March, 2012.
Place : Delhi Mohit Jain
Date : 30
th
May, 2012 Managing Director
CEO / CFO CERTIFICATION
As required under sub clause V of Clause 49 of the Listing Agreement with the Stock Exchange, we have certified
to the Board that for the Financial Year ended March 31, 2012, the Company has complied with the requirements
of the said sub-clause.
Place : Delhi Rajiv Bhambri Mohit Jain
Date : 30
th
May, 2012 Chief Financial Officer Managing Director
AUDITORS CERTIFICATE
To the Members of DFM Foods Ltd.
We have examined the compliance of conditions of Corporate Governance by DFM Foods Limitd for the year
ended 31
st
March, 2012, as stipulated in Clause 49 of the Listing Agreement(s) of the said company with the stock
exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination
was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in
Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and 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 financial statements of the
Company.
On the basis of our review and according to information and explanations given to us, the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreements with the stock exchanges have been complied
with in all material respect by the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For A.K. Gangaher & Co.
A.K. Gangaher
Proprietor
Place : Delhi M. No.083674
Date : 30
th
May, 2012 Firm ICAI Regn. No.004588N
AUDITORS REPORT
The Members of DFM FOODS LIMITED
1. We have audited the attached Balance Sheet of DFM Foods Limited as at 31
st
March, 2012, Statement of Profit and Loss
and also the Cash Flow Statement annexed thereto for the year ended on that date. These financial statements are the
responsibility of the companys management. Our responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to the information and explanations given to us,
we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to above, we report that:
(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit;
(ii) In our opinion, proper books of account, as required by law, have been kept by the company so far as appears from
our examination of those books;
(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
(v) On the basis of written representations received from the Directors and taken on record by the Board of Directors,
we report that none of the Directors is disqualified as on 31
st
March, 2012 from being appointed as a Director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with the significant Accounting Policies and other notes thereon give the information required by
the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31
st
March, 2012;
(b) in the case of the Statement of Profit and Loss , of the profit of the Company for the year ended on that date;
and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For A.K.Gangaher & Co.
A.K.Gangaher
Proprietor
Place : Delhi M.No.083674
Dated : 30
th
May, 2012 Firm ICAI Regn No. 004588N
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars including quantitative details and situation
of fixed assets.
b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased
periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed during the verification have been properly dealt with in the books of accounts.
c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a
substantial part of its fixed assets during the year.
2. In respect of its inventories:
a. As explained to us, the inventory has been physically verified at all its locations during the year by the management.
In our opinion, the frequency of verification is reasonable.
b. In our opinion and according to the information and explanations given to us, the procedures of physical verification
of inventories followed by the management are reasonable and adequate in relation to the size of the Company
and the nature of its business.
c. On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventories.
The discrepancies noticed on physical verification of stocks as compared to book records have been properly dealt
with in the books of accounts.
3. a) The Company has granted unsecured loans to a company listed in the register maintained under Section 301 of
the Companies Act, 1956. The maximum amount involved during the year was Rs. 2140.00 lacs (Previous year
Rs. 1785.00 lacs) and the year end balance of loan given to such party was Rs. 1325.00 lacs ( Previous year Rs. 550.00
lacs).
b) In our opinion, the rate of interest and other terms and conditions of unsecured loans given are prima facie not
prejudicial to the interests of the Company.
c) The principal amounts and wherever applicable interest thereon in respect of loans and or advances in the nature
of loans given by the Company to parties have been recovered regularly as stipulated.
d) There is no overdue amount of loan to be recovered by the Company.
e) The Company has not taken loans from companies, firms or other parties covered in the register maintained under
Section 301 of the Companies Act.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and the nature of its business with regard to purchases of
inventory and fixed assets and also with regard to sale of goods and services. Further on the basis of our examination of
the books and records of the Company, and according to the information and explanations given to us, we have neither
come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control systems.
5. In our opinion and according to the explanations given to us, all the transactions made in pursuance of contracts or
arrangements, that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have
been so entered. Further in our opinion and according to the explanations given to us, the transactions made in pursuance
of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect
of each party during the year have been made at prices which are reasonable having regard to the prices at which
transaction for similar goods, materials and services have been made with other parties.
6. a) The Company had accepted deposits from public and in our opinion and according to the information and
explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed
thereunder with regard to the deposits accepted from the public.
b) An amount of Rs. 3.57 lac (Previous year Rs. 2.15 lac) is outstanding towards matured unclaimed deposits as on
31.03.2012.
c) We are informed that no order has been passed against the company by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any other Court/ Tribunal.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
8. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies
(Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies
Act, 1956 in respect of manufacturing activities and are of the opinion that prima facie the prescribed accounts and
records have been made and maintained. We have, however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
9. a) According to the information and explanations given to us and the records of the Company examined by us, the
Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.
b) According to the information and explanations given to us, no undisputed statutory dues in respect of Income Tax
Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as on 31.03.2012 for a period
of more than six months from the date they became payable.
c) The details of disputed dues as at 31.03.2012 in respect of Excise Duty, Sales Tax and Income Tax which have not
been deposited by the Company are as follows:
Name of Nature of dues Amount (Rs.)# Period to which the Forum where
statute amount relates dispute is pending
Sales Tax Entry Tax (Sales Tax) 2,41,384 2004-05 High Court
Central Excise Excise Duty* 1,23,92,053 2007-08 Customs, Excise and Service Tax
Laws 2,86,33,279 2008-09 Appellate Tribunal
1,18,61,341 2009-10
3,47,59,310 2010-11
4,63,52,710 2011-12
# The amounts mentioned are as per demand orders including interest and penalty wherever indicated in the order.
* The case of Excise duty has been decided in the favor of the Company, but the Department has preferred appeals
at higher levels.
10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our
audit or in the immediately preceding financial year.
11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment
of dues to any financial institution, bank or debenture holders.
12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and
other securities.
13. In our opinion and according to information and explanation given to us, the Company is not a chit fund or a nidhi /
mutual benefit fund /society.
14. In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in
shares, securities, debentures and other investments.
15. In our opinion and according to the information and explanation given to us, the Company has not given guarantees for
loans taken by others from banks or financial institutions.
16. In our opinion and according to information and explanations given to us, the term loans have been applied for the
purpose for which they were raised.
17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the
Company, we report that the Company has used funds raised on short-term basis for short-term investments only.
18. During the year the Company has not made preferential allotment of shares to parties and companies covered in the
register maintained under Section 301 of the Companies Act, 1956.
19. According to the information and explanations given to us, the Company has not issued any debentures during the year.
20. During the year the Company has not raised any money through a public issue.
21. During the course of our examination of the books and records of the Company carried out in accordance with the
generally accepted auditing practices in India, and according to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of our audit.
For A.K.Gangaher & Co.
A.K.Gangaher
Proprietor
Place : Delhi M.No.083674
Dated : 30
th
May, 2012 Firm ICAI Regn No. 004588N
Financial Statements
Balance Sheet as at 31
st
March, 2012
(All Amounts in Rs. Lacs, unless otherwise stated)
Notes 31
st
March, 2012 31
st
March, 2011
Equity and Liabilities
Shareholders Funds
Share Capital 3 10,00 10,00
Reserves and Surplus 4 20,15 12,70
Sub-Total Shareholders Funds 30,15 22,70
Non Current Liabilities
Long Term Borrowings 5 47,68 8,81
Long Term Provisions 6 53 38
Deferred Tax Liability 7 4,74 2,58
Sub-Total Non Current Liabilities 52,95 11,77
Current Liabilities
Short Term Borrowings 8 6,62 4,12
Trade Payables 9 8,38 3,13
Other Current Liabilities 10 21,21 10,33
Short Term Provisions 11 3,95 3,12
Sub-Total Current Liabilities 40,16 20,70
Total- Equity and Liabilities 1,23,26 55,17
Assets
Non Current Assets
Fixed Assets
Tangible Assets 12 83,12 29,38
Intangible Assets 13 2,49 2,43
Capital Work-in-Progress 14 2,84 30
Non Current Investments 15 2 2
Long Term Loans and Advances 16 68 4,13
Other Non- Current Assets 17 4,81 4,56
Sub-Total Non - Current Assets 93,96 40,82
Current Assets
Current Investments 18 - 48
Inventories 19 13,44 4,41
Trade Receivables 20 6 -
Cash and Bank Balances 21 1,12 2,88
Short Term Loans and Advances 22 14,26 6,53
Other Current Assets 23 42 5
Sub-Total Current Assets 29,30 14,35
Total-Assets 1,23,26 55,17
Note 1 to 41 form an integral part of the Financial Statements.
For A.K.GANGAHER & CO. MOHIT JAIN R. P. JAIN
Chartered Accountants Managing Director Chairman
Place : Delhi A.K. GANGAHER N. K. ARORA RAJIV BHAMBRI
Dated : 30
th
May, 2012 Proprietor Secretary Chief Financial Officer
M.No. 083674
Firm ICAI Regn No. 004588N
Statement of Profit and Loss for the year ended 31
st
March, 2012
Notes 31
st
March, 2012 31
st
March, 2011
Income
Revenue from Operations 27 1,69,42 1,19,98
Other Income 28 2,77 1,40
Total Revenue 1,72,19 1,21,38
Expenses
Cost of Materials Consumed 29 1,10,48 76,24
Changes in Inventories of Finished Goods 30 (2,51) 7
Employees Benefits Expenses 31 10,96 7,55
Finance Cost 32 4,47 2,17
Depreciation and Amortization Expense 33 2,38 1,41
Other Expenses 34 30,49 21,23
Total Expenses 1,56,27 1,08,67
Profit Before Tax 15,92 12,71
Tax Expenses
Current Tax 3,31 4,15
Deferred Tax 2,16 29
Adjustment of Earlier Year Tax 9 (5)
Total Tax Expenses 5,56 4,39
Profit for the Year from Continuing Operations 10,36 8,32
Profit for the year 10,36 8,32
Earning Per Equity Share 35
[Nominal Value Per Share : Rs.10/- (2011: Rs.10/-)]
Basic 10.36 8.34
Diluted 10.36 8.34
Note 1 to 41 form an integral part of the Financial Statements.
Dated : 30
th
M.No. 083674
Cash Flow Statement for the year ended 31
st
March, 2012 (All Amounts in Rs. Lacs, unless otherwise stated)
Year ended
31
st
March, 2012 31
st
March, 2011
A. Cash Flow from Operating Activities
Profit before taxation 15,92 12,71
Adjustments for:
Depreciation and Amortization Expenses 2,38 1,41
Loss on Sale of Tangible Assets (net) 10 20
Loss on Sale of Investments - 3
Loss on Valuation of Assets - 14
Interest Income (2,79) (1,75)
Dividend Income (1) (2)
Interest Expenditure 4,47 2,17
Provision for Commission to Directors 1,04 80
Operating Profit before Working Capital Changes (i) 21,11 15,69
Changes in Working Capital:
Increase / (Decrease) in Trade Payables 5,25 44
Increase / (Decrease) in Provisions 15 27
Increase / (Decrease) in Other Current Liabilities 4,72 3,03
(Increase) / Decrease in Trade Receivables (6) 3
(Increase) / Decrease in Inventories (9,03) (50)
(Increase) / Decrease in Loans and Advances (15) (58)
(Increase) / Decrease in Other Current Assets (37) -
Total Changes in working capital (ii) 51 2,69
Cash Generated from Operations (i) + (ii) 21,62 18,38
Taxes paid (net of refunds) (3,34) (4,01)
Commission paid to Directors (80) (12)
Net cash generated from Operating Activities (A) 17,48 14,25
B. Cash Flow from Investing Activities
Purchase of Tangible/Intangible Assets (55,36) (14,99)
Sale of Intangible Assets 11 9
Purchase of Current Investments - (50)
Sale of Current Investments 47 -
Interest Received 2,82 1,87
Dividend Received 1 2
Loss on Valuation of Assets - (14)
Net Cash from Investing Activities (B) (51,95) (13,65)
C. Cash flow from Financing Activities
Dividend Paid (2,00) (1,50)
Dividend Distribution Tax (32) (25)
Interest Paid (4,17) (2,18)
Deposits Given (7,75) 10
Proceeds of Borrowings 47,21 (17)
(Increase )/ Decrease in Non Current Assets (26) (3,49)
Net Proceed from Increase in Share Capital - 29
Net Cash used in Financing Activities (C) 32,71 (7,20)
Net Increase in Cash and Cash Equivalents (A+B+C) (1,76) (6,60)
Cash and Cash equivalents:
At the beginning of the year 2,88 9,48
At the end of the year 1,12 2,88
Total (1,76) (6,60)
Cash & Cash Equivalents comprises of :
Cash on Hand 4 6
Balances with Banks* 1,08 2,82
Total 1,12 2,88
* Includes the following balances which are not available for use by the Company
Unpaid Dividend Account 20 14
Deposits with Banks held as lien 70 55
Dated : 30
th
M.No. 083674
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1
Corporate Information
DFM FOODS LIMITED is engaged in the manufacture and sale of Snack Foods. The Company has manufacturing
facilities in India and sells its products under the brand name CRAX & NATKHAT. The Company is a public limited
company incorporated under the provisions of the Companies Act, 1956. It is listed on the Bombay Stock Exchange
(BSE).
NOTE 2
Summary of Significant Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under historical cost convention in accordance with the
generally accepted accounting principles and the applicable accounting standards notified under Section
211(3C) of the Companies Act,1956 and the Companies (Accounting Standards) Rules, 2006 (as amended).
All assets and liabilities have been classified as current or non-current as per the criteria set out in the Schedule
VI to the Companies Act, 1956. The Company has ascertained its operating cycle as 12 months for the purpose
of current - non-current classification of assets and liabilities.
2.2. Use of Estimates
The preparation of financial statements requires estimates and assumptions to be made that affect the
reported amount of assets and liabilities on the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Difference between the actual results and estimates
are recognized in the period in which the results are known / materialized.
2.3. Tangible Assets
Tangible Assets are stated at acquisition cost, net of accumulated depreciation.
Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase
the future benefits from the existing asset beyond its previously assessed standard of performance. Losses
arising from the retirement of and gains or losses arising from the disposal of fixed assets are recognized in
the statement of Profit and Loss.
Depreciation is provided on a pro-rata basis on the straight line method over the estimated useful lives of
the assets or the rates prescribed under Schedule XIV of the Companies Act, 1956, whichever is higher and
are as follows:
Assets Rates %
Building 3.34
Plant and Machinery 4.75
Furniture and Fixtures 6.33
Office Equipment 19.00
Vehicles 19.00
Computer 23.75
Mobile Phones 31.67
2.4. Intangible Assets
Intangible Assets are stated at acquisition cost, net of accumulated amortization and depreciation. The
depreciation rates used are:
Assets Rates %
Trade Mark 0
Computer Software 23.75
2.5. Impairment of Assets
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be
impaired. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An
impairment loss is charged to the Statement of Profit and Loss in the year in which the asset is identified as
impaired. The impairment loss recognized in prior accounting period is reversed, if there has been a change
in the estimate of recoverable amount.
2.6. Investments
Current investments are carried at lower of cost or quoted / fair value, computed category wise. Long term
investments are stated at cost. Provision for diminution in the value of long term investments is made only
if such a decline is other than temporary.
2.7. Cash and Cash Equivalents
Cash and cash equivalents for the purposes of Cash Flow Statement comprise cash in hand, demand deposits
with banks and other short term highly liquid investments.
2.8. Inventories
Basis of valuation is as under:-
1. Raw Material : Valuation is at material cost on FIFO basis
2. Stock in Trade : Finished Goods are valued at cost of Raw material and apportioned direct
expenses
3. Stores and Spares : Valuation is at cost or market value, whichever is lower
2.9. Revenue Recognition
Sale of Goods: Revenue from sales of goods is recognized when all the substantial risks and rewards of
ownership of the goods have been passed to the buyer and are recognized net of claims. The Company
collects value added taxes on behalf of the government and these taxes are not economic benefits flowing
to the Company and as such these taxes are excluded from revenue.
Interest: Interest income is recognized on a time proportion basis taking into account the amount
outstanding and the applicable interest rate. Interest income is included under the head Other Income in
the Statement of Profit and Loss.
Dividends: Dividend income is recognized when the right to receive dividend is established.
2.10. Borrowing Costs
Borrowing costs, which are directly attributable to the acquisition /construction of fixed assets, till the time
such assets are ready for intended use, are capitalized as a part of the cost of assets. Other borrowing costs
are recognized as an expense in the Statement of Profit and Loss.
2.11. Employees Benefits
Provident Fund: Contributions to Provident Fund and Employee State Insurance are being paid and
accounted as per the respective Rules and debited to the Statement of Profit and Loss. Provident Fund
contributions are made to a Trust administered by the promoter company. The Company makes good the
deficiency, if any, in its Provident Fund Trust on a year to year basis.
Gratuity: The Company provides for gratuity under a defined benefit plan for all employees. The Gratuity
Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination
of employment of an amount based on the respective employees salary and the tenure of employment.
The Company liability is actuarially determined at the end of each year and is recognized in the Statement
of Profit and Loss in the year in which it arises.
Leave Encashment: Provision for encashment of leave is being made on the basis of actuarial valuation
made at the end of each financial year by an independent actuary and is charged to the Statement of Profit
and Loss.
2.12. Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the Lessor are
classified as operating leases. Payments made under operating leases are charged to the Statement of Profit
and Loss.
2.13. Earnings Per Share
Basic earning per share is calculated by dividing the net profit or loss for the period by the weighted average
number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period is adjusted
for the effects of all dilutive potential equity shares.
2.14. Provision for Current and Deferred Tax
Provision for current tax is made after taking into consideration benefits admissible under the provision of
the Income Tax Act, 1961. Deferred tax resulting from timing differences between taxable and accounting
income is accounted for using the tax rates and laws that are enacted as on the balance sheet date. Deferred
Tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset
will be realized in future.
2.15. Foreign Currency Transactions
1. All transaction in foreign currency are recorded on initial recognition at the exchange rate prevailing at
the time of the transaction.
2. Loans in foreign currencies are reported using the closing exchange rate on balance sheet date.
3. In case of forward exchange contracts entered into to hedge foreign currency risks, the exchange rate
difference arising between the contracted rate and the rate on settlement date or reporting date is
recognized as income / expenses for the period.
2.16. Provisions and Contingent Liabilities
Provisions are recognized when there is present obligation as a result of past events and it is probable that
there will be an outflow of resources. Provisions are measured at the best estimate of the expenditure required
to settle the present obligation at the Balance sheet date and are not discounted to its present value.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount
can not be made, is termed as a contingent liability.
NOTE 3
SHARE CAPITAL
As at
March 31, 2012 March 31, 2011
Authorized
1,30,00,000 (March 31, 2011: 1,30,00,000 )
Equity shares of Rs. 10/- each 13,00 13,00
20,00,000 (March 31, 2011: 20,00,000 )
10% Cumulative Convertible Preference
Shares of Rs. 10/- each 2,00 2,00
Issued, Subscribed and Paid up
1,00,01,676 ( March 31, 2011 : 1,00,01,676)
Equity Shares of Rs. 10/- each 10,00 10,00
Reconciliation of Number of Shares
As at As at
March 31, 2012 March 31, 2011
Number of Shares Amount Number of Shares Amount
Balance as at the beginning of the year 1,00,01,676 10,00 99,71,676 9,97
Addition during the year - - 30,000 3
Balance as at the end of the year 1,00,01,676 10,00 1,00,01,676 10,00
Terms / Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity
shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation, equity share holders are eligible to receive the remaining assets in proportion to their
shareholding.
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
As at As at
March 31, 2012 March 31, 2011
# of Shares % age # of Shares % age
The Delhi Flour Mills Co. Ltd. 37,11,676 37% 37,11,676 37%
Mrs. Surekha Jain 20,06,120 20% 20,06,120 20%
Mr. R P Jain 11,20,500 11% 11,20,500 11%
Mr. Man Mohan Singh 9,10,000 9% 9,30,000 9%
NOTE 4
RESERVES AND SURPLUS
As at
March 31, 2012 March 31, 2011
General Reserve
Balance as at the beginning of the year 8,64 3,64
Add : Transferred from Surplus in Statement of
Profit & Loss during the year 10,00 5,00
Balance as at the end of the year 18,64 8,64
Share Premium Account
Balance as at the beginning of the year 26 -
Add : Addition during the year - 26
Balance as at the end of the year 26 26
Surplus in Statement of Profit and Loss
Balance as at the beginning of the year 3,80 2,80
Add: Profit for the year 10,36 8,32
Less : Appropriations
Proposed Dividend on Equity Shares for the year 2,50 2,00
Dividend distribution tax on Proposed
Dividend on Equity Shares 41 32
Transferred to General Reserve 10,00 5,00
Balance as at the end of the year 1,25 3,80
Total 20,15 12,70
NOTE 5
LONG TERM BORROWINGS
As at
March 31, 2012 March 31, 2011
Secured Borrowings
Term Loans from Banks 46,04 7,55
Sub-Total 46,04 7,55
Unsecured Borrowings
Fixed Deposits* 87 1,16
Vehicle Loans ** 77 10
Sub-Total 1,64 1,26
Total 47,68 8,81
* Out of above deposits, Rs. 80.34 lacs are guaranteed by a Director (March 31, 2011 Rs. 41.80 lacs)
** Vehicle Loans are secured by hypothecation of vehicles.
NATURE OF SECURITY AND TERMS OF REPAYMENT FOR BORROWINGS
NATURE OF SECURITY TERMS OF REPAYMENT
i) Term Loan from bank amounting to Rs. 71 lacs Repayable in 20 equal quarterly instalments,
(March 31, 2011 Rs.93 lacs) is secured by equitable with first instalment commencing on
mortgage of the property at XII 8380/1-4A(Part), 07.07.2010.
Flour Mills Road, Roshanara Road, Delhi 110007. Interest paid on monthly rest @ 12 % p.a.
ii) Term loans from bank amounting to Rs. 684 lacs Repayable in 20 equal quarterly instalments,
(March 31, 2011 Rs. 912 lacs) are secured by: with first instalment commencing on
a) Hypothecation of all tangible assets, present as 30.06.2010.
well as future, located at Plot No. C-40, Interest paid on monthly rest @ 14 % p.a.
Industrial Area, Meerut Road, Ghaziabad (U.P.) and
b) Equitable mortgage of lease hold property No. C-40,
Industrial Area, Meerut Road, Ghaziabad (U.P.).
Amount outstanding include letters of comfort
issued by bank under buyers credit scheme.
iii) Term loans from bank amounting to Rs. 4721 lacs Repayable in 22 equal quarterly instalments,
(March 31, 2011 Rs. NIL) are secured by: with first instalment commencing on
a) Hypothecation of all tangible assets, present as 30.09.2012.
well as future, located at Plot No. 49, 50, 53 & 54 Interest paid on monthly rest @ 14% p.a.
Ecotech I, Extension, Greater Noida (U.P.) and
b) Equitable mortgage of lease hold property No 49, 50,
53 & 54 Ecotech - I, Extension , Greater Noida (U.P.)
Amount outstanding, includes letters of comfort issued
by bank under buyers credit scheme.
iv) Fixed Deposits amounting to Rs. 554 lacs (March 31, Deposits are for a period of 1, 2 or 3 years.
2011 Rs. 485 lacs) from Public / Director are accepted Interest is paid @ 11% p.a.
as per the scheme framed under the provisions of
Section 58A of the Companies Act.
v) Vehicle Loans amounting to Rs. 133 lacs (March 31, Repayable in 36 monthly instalments
2011 Rs. 53 lacs) represent vehicle financed from Banks commencing from the date of purchase
under Hire purchase agreements.
All the loans from the banks are also guaranteed by the Managing Director
NOTE 6
LONG TERM PROVISIONS
As at
March 31, 2012 March 31, 2011
Provision for employee benefits
Provision for Gratuity 28 19
Provision for Accrued Leave 25 19
Total 53 38
NOTE 7
DEFERRED TAX LIABILITIES (NET)
As at
March 31, 2012 March 31, 2011
Deferred Tax Liabilities
Depreciation 4,82 2,63
Deferred Tax Assets
Provision for accrued Leave 8 5
Total 4,74 2,58
NOTE 8
SHORT TERM BORROWINGS
As at
March 31, 2012 March 31, 2011
Secured
Working Capital Loans* 1,39 -
Sub-Total 1,39 -
Unsecured
Fixed Deposits** 4,67 3,69
Vehicle Loans 56 43
Sub-Total 5,23 4,12
Total 6,62 4,12
* Working Capital Loans from Bank are secured by hypothecation of inventories and book debts and are repayable
on demand
** Out of above deposits, Rs. 11.90 lacs are guaranteed by a Director (March 31, 2011 Rs. 39.80 lacs)
NOTE 9
TRADE PAYABLES
As at
March 31, 2012 March 31, 2011
Due to Micro and Small Enterprises * 4,48 2,04
Others 3,90 1,09
Total 8,38 3,13
* The details of amounts outstanding to Micro, Small and Medium Enterprises are based on information available
with the Company. The disclosures pursuant to the said MSMED Act are as follow:-
Sl. As at
No. March 31, 2012 March 31, 2011
1. Principal amount due and remaining unpaid - -
2. Interest due on above and the unpaid interest - -
3. Interest paid - -
4. Payment made beyond the appointed day during the year - -
5. Interest due and payable for the period of a day - -
6. Interest accrued and remaining unpaid - -
7. Amount of further interest remaining due and payable in - -
succeeding years
NOTE 10
OTHER CURRENT LIABILITIES
As at
March 31, 2012 March 31, 2011
Current Maturities of Long term Debt 8,72 2,86
Interest Accrued but not due on borrowings 75 45
Unclaimed Dividend 20 14
Unclaimed Matured Deposits 4 2
Advance from Customers 7,61 5,21
Creditors for Capital Goods 36 13
Miscellaneous Creditors 1,75 78
Expenses accrued but not due 56 43
Employee benefits payable 18 14
Statutory dues ( include P.F. / TDS/ Service Tax) 1,04 17
Total 21,21 10,33
There are no amounts due for payment to the Investor Education and Protection Fund as at the year end
NOTE 11
SHORT TERM PROVISIONS
As at
March 31, 2012 March 31, 2011
Provisions for Employees Benefit
Provision for Commission due to Directors 1,04 80
Other Provisions
Proposed Dividend on Equity Shares 2,50 2,00
Dividend distribution tax on proposed dividend
on Equity Shares 41 32
Sub-Total 2,91 2,32
Total 3,95 3,12
FIXED ASSETS
NOTE 12
TANGIBLE ASSETS:
Own Assets: Gross Block Depreciation Net Block
Particulars Cost as at Additions Deletions Other Cost as at As at For the Written Upto As at As at
31.03.2011 Adjustments 31.03.2012 31.03.2011 year Back 31.03.2012 31.03.2012 31.03.2011
Land Leasehold 9,06 - - - 9,06 - - - - 9,06 9,06
Land Freehold 1,18 - - - 1,18 - - - - 1,18 1,18
Building 4,02 19,77 - - 23,79 46 33 - 79 23,00 3,56
Plant & Machinery 15,66 34,21 1 - 49,86 2,69 1,30 1 3,98 45,88 12,97
Furniture & Fixtures 1,14 9 3 - 1,20 19 7 2 24 96 95
Office Equipments 65 9 2 - 72 21 11 2 30 42 44
Computers 36 8 - - 44 28 3 - 31 13 8
Vehicles 1,94 2,07 55 - 3,46 80 53 36 97 2,49 1,14
Total 34,01 56,31 61 - 89,71 4,63 2,37 41 6,59 83,12 29,38
Previous year 23,42 10,98 36 - 34,04 3,31 1,41 6 4,66
NOTE 13
INTANGIBLE ASSETS:
Own Assets: Gross Block Depreciation Net Block
Acquired
Particulars Cost as at Additions Deletions Other Cost as at As at For the Written Upto As at As at
31.03.2011 Adjustments 31.03.2012 31.03.2011 year Back 31.03.2012 31.03.2012 31.03.2011
Trade Marks* 2,43 - - - 2,43 - - - - 2,43 2,43
Computer Software 2 7 - - 9 2 1 - 3 6 -
Total 2,45 7 - - 2,52 2 1 - 3 2,49 2,43
Previous year 2,43 - - - 2,43 - - - -
* In pursuance with Accounting Standard 26 on Intangible Assets the Company is of the view that the Trade Marks
held by the Company are not less than the value at which they are stated in the Balance Sheet. The Company on the
basis of working and the calculations of future economic benefits, is of the opinion that the value of these trade
marks should not be amortised, as the value has appreciated since their purchase by the Company. Therefore, the
Company has not charged any depreciation on these assets.
NOTE 14
CAPITAL WORK- IN- PROGRESS
As at
March 31, 2012 March 31, 2011
Opening Balance 30 -
Add:- Addition during the year 42,88 30
Less:- Capitalized 40,34 -
Closing Balance 2,84 30
NOTE 15
NON CURRENT INVESTMENTS
As at
March 31, 2012 March 31, 2011
Trade Investment (valued at cost )
Unquoted Equity instruments in Group Company
24,750 Equity Shares [ March 31, 2011 : 24,750]
of Rs. 10/-each of DFM Agro Ltd. 2 2
Total 2 2
NOTE 16
LONG TERM LOANS AND ADVANCES
(Unsecured, considered good)
As at
March 31, 2012 March 31, 2011
VAT Recoverable 7 5
Capital Advances 51 4,07
Security Deposits 33 18
Advance Income Tax [ Net of provision of Rs. 754 lacs
(March 31, 2011 Rs. 523 lacs)] (23) (17)
Total 68 4,13
NOTE 17
OTHER NON-CURRENT ASSETS
As at
March 31, 2012 March 31, 2011
Term Deposits with banks * 4,81 4,56
Total 4,81 4,56
(* Held as lien by bank towards Margin money)
NOTE 18
CURRENT INVESTMENTS
(At cost or market value, whichever is less)
As at
March 31, 2012 March 31, 2011
Quoted
Mutual Fund
(As on March 31, 2011, 4,43,314 Units at face value of Rs. 10/- each ) - 48
NOTE 19
INVENTORIES
As at
March 31, 2012 March 31, 2011
Stores & Spares 95 51
Raw Materials 9,18 3,10
Finished Goods 3,31 80
Total 13,44 4,41
NOTE 20
TRADE RECEIVABLES
As at
March 31, 2012 March 31, 2011
Outstanding for a period exceeding 6 months - -
Others 6 -
Total 6 -
NOTE 21
CASH AND BANK BALANCES
As at
March 31, 2012 March 31, 2011
Cash and Cash Equivalents:
Cash on hand 4 6
Bank Balances:
In Current Accounts 18 2,13
Sub-Total 22 2,19
Other Bank Balances:
Long Term Deposits 70 55
Unpaid Dividend Accounts 20 14
Sub-Total 90 69
Total 1,12 2,88
NOTE 22
SHORT TERM LOANS AND ADVANCES
As at
March 31, 2012 March 31, 2011
Short Term Deposits * 13,25 5,50
Other Loans and Advances 36 60
Prepaid Expenses 58 5
VAT Recoverable 7 38
Total 14,26 6,53
* Deposits are with a company in which Directors are interested
NOTE 23
OTHER CURRENT ASSETS
As at
March 31, 2012 March 31, 2011
Interest accrued but not due on term deposits 42 5
Total 42 5
NOTE 24
CONTINGENT LIABILITIES
Claims against the Company not acknowledged as debts
Year ended
March 31, 2012 March 31, 2011
Sales Tax (Entry Tax) 2 2
Excise Duty ** 13,40 8,76
Total 13,42 8,78
** During the year, the Excise Department has raised a demand against the Company amounting to Rs. 463.53 lacs
(Previous Year Rs. 347.59 lacs), on account of excise duty payable on the products of the Company. The total demand
outstanding as on 31.03.2012 is Rs. 1340 lacs (Previous year Rs. 876.46 lacs). As per reclassification of the products
filed by the Company, nil excise duty is leviable on its products from 01.12.2007. The Excise Department had
contested the reclassification filed by the Company. Commissioner of Excise Duty (Appeals) had upheld the
reclassification in favour of the Company. The Excise Department has raised the abovementioned demand and
filed an appeal with Custom, Excise and Service Tax Appellate Tribunal. The Company has not created any provision
in its accounts and has treated these amounts as contingent liability. Accordingly, CENVAT credit for the year
amounting to Rs. 321.50 lacs (Previous year Rs. 278.55 lacs) has also not been claimed as a credit by the Company,
but has been charged as part of purchase cost for the year. The balance unavailed CENVAT credit as on 31.03.2012
is Rs. 843.49 lacs (Previous year Rs. 521.99 lacs). The net liability of the Company after availing CENVAT credit would
be Rs. 496.51 lacs (Previous Year Rs. 354.47 lacs)
NOTE 25
CAPITAL AND OTHER COMMITMENTS
As at
March 31, 2012 March 31, 2011
A) CAPITAL COMMITMENTS
Estimated value of contracts in capital account
remaining to be executed (net of advances) 9,45 28,47
B) OTHER COMMITMENTS
The Company has imported capital goods under the Export
Promotion Capital Goods Scheme of the Government of India, at
concessional rates of duty on an undertaking to fulfill quantified
exports 7,55 7,55
NOTE 26
PROPOSED DIVIDEND
The final dividend proposed for the year is as follows:
Year ended
March 31, 2012 March 31, 2011
On Equity Shares of Rs. 10/- each
Amount of dividend proposed 2,50 2,00
Dividend per Equity Share Rs. 2.50 per share Rs. 2 per share
NOTE 27
REVENUE
Year ended
March 31, 2012 March 31, 2011
Sale of Products 1,69,17 1,19,84
Other Operating Revenue
Scrap Sales 25 14
Total 1,69,42 1,19,98
NOTE 28
OTHER INCOME
Year ended
March 31, 2012 March 31, 2011
Interest Income 2,79 1,74
Dividend Income 1 2
Loss in value of Investments - (2)
Net Loss on sale of fixed assets (10) (35)
Miscellaneous Income 7 1
Total 2,77 1,40
NOTE 29
COST OF MATERIALS CONSUMED
Year ended
March 31, 2012 March 31, 2011
Raw Material Consumed
Opening Inventory 3,10 2,16
Add :- Purchases 1,16,56 77,18
Less :- Inventory at the end of the year 9,18 3,10
Cost of Raw Material Consumed during the year 1,10,48 76,24
NOTE 30
CHANGES IN INVENTORY OF FINISHED GOODS
Year ended
March 31, 2012 March 31, 2011
(Increase)/Decrease in stocks
Stock at the beginning of the year:
Finished Goods (A) 80 87
Less: Stock at the end of the year:
Finished Goods (B) 3,31 80
Increase/ Decrease in stocks (A-B) (2,51) 7
NOTE 31
EMPLOYEE BENEFITS EXPENSES
Year ended
March 31, 2012 March 31, 2011
Salaries, Wages and Bonus 9,52 6,52
Contribution to Provident Fund 46 35
Gratuity 24 19
Workmen & Staff Welfare Expenses 74 49
Total 10,96 7,55
As per Accounting Standard 15 Employee Benefits, the disclosures as defined in the Accounting Standard are given below:
A) PROVIDENT FUND: Provident Fund for all the employees is deposited with The Delhi Flour Mills Co. Ltd. Employees
Provident Fund Trust. The Provident Fund Trust is managed in line with the Employees Provident Funds & Miscellaneous
Provisions Act, 1952. The plan guarantees interest at the rate notified by the Provident Fund Authorities. The contribution
by the employer and the employee together with the interest accumulated thereon are payable by the Trust to employees
at the time of their separation from the Company or retirement, whichever is earlier. The benefits vest immediately on
rendering of the services by the employee.
B) GRATUITY: The Company operates a gratuity plan through the DFM Foods Ltd. Gratuity Trust . Every employee is entitled
to a benefit equivalent to fifteen days of the salary last drawn for each completed year of service in line with the Payment
of Gratuity Act, 1972. The same is payable by the trust at the time of separation from the Company or retirement, whichever
is earlier. The benefits vest after five years of continuous service.
C) LEAVE ENCASHMENT: The present value of obligation of leave encashment is determined based on actuarial valuation
using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of
employee benefit entitlement and measures each unit separately to build up the final obligation for leave encashment.
Short term liability is ascertained in respect of the following year and based on respective emoluments and encashment.
Leave Encashment
(Unfunded)
31.03.2012 31.03.2011
a. Reconciliation of opening and closing
balances of Defined Benefit obligation
Defined Benefit obligation at beginning of the year 14 10
Current Service Cost 13 10
Interest Cost 1 1
Actuarial (gain)/loss * 1
Benefits Paid (10) (7)
Defined Benefit obligation at year end 19 14
b. Reconciliation of opening and closing
balances of Fair value of plan assets
Fair values of plan assets at beginning of the year - -
Expected return on plan assets - -
Actuarial gain / (loss) - -
Employer contribution - -
Benefits Paid (10) (7)
Fair value of plan assets at year end - -
Actual return on plan assets - -
c. Reconciliation of Fair value of
Assets and obligations
Fair value of plan assets as at 31
st
March, 2012 19 14
Present value of obligation as at 31
st
March, 2012 (19) (14)
Amount recognized in Balance Sheet
(Long term liability of deferred leave) 19 14
Expected short term liability 6 5
d. Expenses recognized during the year
Current Service Cost 13 10
Interest Cost 1 1
Expected return on plan assets
Actuarial (gain)/loss * 1
Net Cost 14 11
e. Actuarial assumptions
Mortality Table (L.I.C) 1994-96 1994-96
(Ultimate) (Ultimate)
Attrition rate p.a. 5.00 % 5.00 %
Imputed Rate of interest p.a. 8.75 % 8.50 %
Expected rate of return on plan assets(per annum) - -
Rate of escalation in salary (per annum) 5.00 % 5.00 %
Remaining Working life 23.38 Years 22.35 Years
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors including supply and demand in the employment market. The above information
is certified by the actuary.
*Amount is below the rounding off norm adopted by the Company
NOTE 32
FINANCE COSTS
Year ended
March 31, 2012 March 31, 2011
Interest 3,25 1,44
Bank Charges 46 16
Loss on foreign currency transactions and translation 76 57
Total 4,47 2,17
NOTE 33
DEPRECIATION AND AMORTIZATION EXPENSE
Year ended
March 31, 2012 March 31, 2011
Depreciation on Tangible Assets 2,37 1,41
Depreciation on Intangible Assets (Refer Note 13) 1 -
Total 2,38 1,41
NOTE 34
OTHER EXPENSES
Year ended
March 31, 2012 March 31, 2011
Consumption of Stores and Spares 52 34
Power and Fuel 3,55 2,40
Rent 2,04 1,80
Repair to Buildings 1 4
Repair to Plant and Machinery 22 12
Repair Others 1 1
Insurance 6 5
Rates and Taxes 31 3
Directors Fee 7 7
Payment to Auditor :-
Statutory Audit Fee 1 1
Tax Audit Fees 1 1
Certification Fees * *
Reimbursement of out of pocket expenses * *
Delivery Expenses 9,71 6,01
Production Expenses 2,22 1,36
Advertisement and Marketing Expenses 6,69 5,38
Miscellaneous Expenses 5,06 3,60
Total 30,49 21,23
* Amount is below the rounding off norm adopted by the Company
Expenses capitalized as a part of Capital Workin-Progress
Year ended
March 31, 2012 March 31, 2011
Consumption of Raw Material during Trial Production 17 -
Power and Fuel 5 -
Employees Benefits Expenses 6 -
Miscellaneous Expenses 11 24
Financial Expenses 1,63 -
Total 2,02 24
NOTE 35
EARNING PER SHARE
Year ended
March 31, 2012 March 31, 2011
a) Net Profit after tax available for equity share holders 10,36 8,32
b) Weighted average number of equity shares of Rs. 10/- each
outstanding during the year ( No. of Shares) 1,00,01,676 99,79,176
c) Dilutive Potential - -
d) Basic/ Diluted Earning per Share (Rs.)(a/b) 10.36 8.34
NOTE 36
RELATED PARTY DISCLOSURES
1. Names of related parties and nature of relationship:
(a) Where Control Exists : The Delhi Flour Mills Co. Ltd.
(b) Key Management Personnel : (i) Shri R. P. Jain (Chairman)
(ii) Shri Mohit Jain (Whole-time Director)
(iii) Shri Rohan Jain (Executive Director)
2. Volume of transactions with Related Parties during the year
NATURE OF Referred Referred Referred Referred
TRANSACTIONS in 1 (a) above in 1(b) (i) above in 1 (b)(ii) above in 1 (b)(iii) above
PURCHASES :
Goods and Materials 60 - - -
(41) - - -
SALES :
Goods and Materials * - - -
(*) - - -
Sale of Fixed Assets Nil - - -
(Nil) - - -
NATURE OF Referred Referred Referred Referred
TRANSACTIONS in 1 (a) above in 1(b) (i) above in 1 (b)(ii) above in 1 (b)(iii) above
EXPENSES:
Remuneration - - 72 83
- - (55) (70)
Sitting Fees - 2 - -
- (2) - -
Rent Paid 1,65 - - -
(1,65) - - -
INCOME :
Interest Received 2,16 - - -
(1,42) - - -
FINANCE & INVESTMENT :
Shares (Part of the year) - - - -
- - - -
Inter Corporate Deposit given 24,10 - - -
(20,25) - - -
Inter Corporate Deposit Repaid 10,85 - - -
(18,35) - - -
Dividend Paid 74 - - -
(56) - - -
OUTSTANDINGS :
a) Interest accrued but not due Nil - - -
(1) - - -
b) Inter Corporate Deposit 13,25 - - -
(5,50) - - -
c) Creditor of Raw Material 1 - - -
(Nil) - - -
Note: Previous years figures have been given in brackets.
*Amount is below the rounding off norm adopted by the Company.
NOTE 37
LEASES
The disclosure in respect of Accounting for Leases as per Accounting Standard-19 is as under:-
Year ended
March 31, 2012 March 31, 2011
Operating lease payments recognized during the year
Minimum Lease obligation:
- Not later than 1 year 33 32
- Later than 1 year but not later than 5 years 49 83
- Later than 5 years - -
NOTE 38
DERIVATIVES OUTSTANDING AS AT THE REPORTING DATE
Particulars Purpose Year Ended
March 31, 2012 March 31, 2011
Forward Contracts to buy JPY Hedge of Liability under Buyer JPY 2347 lacs JPY 527 lacs
Credit Scheme availed
Forward Contracts to buy Euro Hedge of Liability under Buyer Euro 9 lacs Euro 4 lacs
Forward Contracts to buy US $ Hedge of Liability under Buyer US $ 9 lacs -
NOTE 39
EXPENDITURE & EARNING IN FOREIGN CURRENCY
Year ended
March 31, 2012 March 31, 2011
Interest 15 NIL
Foreign Travel 54 53
Store and Spare parts 21 5
Capital Goods 18,25 3,01
Earning in Foreign Exchange NIL NIL
NOTE 40
VALUE OF RAW MATERIALS AND STORE AND SPARES CONSUMED
2011-12 2010-11
A) Raw Materials Consumed Rs. in lacs % of Consumption Rs. in lacs % of Consumption
Imported - - - -
Indigenous 1,10,48 100 76,24 100
Total 1,10,48 100 76,24 100
B) Stores and Spares Consumed
Imported 6 11 6 17
Indigenous 46 89 28 83
Total 52 100 34 100
NOTE 41
PREVIOUS YEAR FIGURES
The Financial Statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-
revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the
Companies Act, 1956, the Financial Statements for the year ended March 31, 2012 are prepared as per Revised
Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this years classification.
The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement
principles followed for preparation of Financial Statements.
NOTES
Registered Office : 8377, Roshanara Road, Delhi - 110 007
ATTENDANCE SLIP
19
th
ANNUAL GENERAL MEETING - 1
st
AUGUST, 2012 AT 10.00 A.M.
Reg. Folio No............................................ Client ID No.........................................................
DP ID No...............................................................
I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the 19
th
ANNUAL GENERAL MEETING of the Company at Air Force Auditorium, Subroto Park,
New Delhi - 110 010 on Wednesday, 1
st
August, 2012.
................................................................................... .......................................................
Members/ Proxys name in BLOCK Letters Members/Proxys Signature
Note : Please fill this attendance slip and hand it over at the ENTRANCE OF THE HALL.
Registered Office : 8377, Roshanara Road, Delhi - 110 007
FORM OF PROXY
I/We.................................................................................................................................................................................................................................................
of....................................................................................in the district of.................................................................................................................................
being a member/members of the above named company hereby appoint....................................................................................................
...................................................................................................................of..................................................................................................................................
in the district of.........................................................................................................................................................................................................................
or failing him.........................................................................................of.......................in the district of..........................................................................
as my/our proxy to vote for me/us on my/our behalf at the 19
th
ANNUAL GENERAL MEETING of the Company to be held on
1
st
August, 2012 and at any adjournment thereof.
Signed this .............................................. day of ..................................... 2012
Signature ..........................................................................................................................................................................................
Reg. Folio No./Client ID No. & DP ID No. ...............................................................................................................................
NOTE :
This form in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered
Office of the Company, not less than 48 hours before the time fixed for the meeting.
Affix a
Re.1/-
Revenue
Stamp
CkAX Corn k|ngs i: c uniue ccrn-Lc:ec, ncn-friec :ncck cvci|cL|e infcur uniue f|cvcur: -
Chotpoto, Iongy Iomoto, Moso|o Mon|o cnc Fud|no Funch. Ihi: picneering prccucI
ccme: in Iwc cffcrccL|e pcck:, which reIci| cI 5 cnc 10 re:pecIive|y. WiIh c :pecic|
cppec| Ic Ihe ycung, CkAX Cornk|ngs hcve Leencnencuring:ucce:: :Icry.
NAIKHAI, i: c |ighI-weighI, crunchy whecI puff wiIh |cw fcI percenIcge. Fricec cI 2 iI
exIenc: cur frcnchi:e Ic ycunger cge grcup: cnc c wicer mcrkeI.
Cur Lu:ine:: grcup hc: cver cne cenIury': experience in prccuring cnc prcce::ing fccc
rcw mcIeric|:. CkAX Nomkeens cre mcce frcm Ihe fine:I ingrecienI:, ce|ivering high-
uc|iIy IrcciIicnc| :ncck: ccrc:: c wice rcnge cf f|cvcur:, mixIure: cnc pcck :ize:. Ihe
CkAX Nomkeen rcnge cffer: A|oo 8huj|o, Novroton, Moong Do|, Motor Heeng Ieero,
Khotto Meetho, Locho M|xture, Corn F|okes, Most Moongpho|| ond So|ted Feonuts. Cur
:mc||er pcck: reIci| cI 2 cnc 5: inIermecicIe pcck: cre pricec cI 10 cnc 15: cnc pcck:
fcr hcu:ehc|c ccn:umpIicnhcve c neI weighI cf 300 grcm:.

Regd. and Corporate 0ffice
8377, Poshanara Poad, Delhl-ll0007, Tel.: +9l-ll-23826445, Pax: +9l-ll-23822409
www.dfmfoods.com

2011 12

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DIM Ioods Ltd. |s ap|oneer |nthe Ind|anpackagedsnack foods bus|ness.

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