lakshmi energy and foods limited - bombay stock exchange · notice is hereby given that 24th annual...

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Lakshmi Energy and Foods Limited(Formerly Lakshmi Overseas Industries Ltd.)

Regd. Office : SCO 18-19, 1st Floor, Sector 9-D, Madhya Marg, Chandigarh 160 017CIN: L00000CH1990PLC010573

Tel : 0172-2740352 / Fax: 0172-2743057 / Email: [email protected] : www.lakshmigroup.in

NOTICE

thNotice is hereby given that 24 Annual General Meeting (AGM) of the members of Lakshmi Energy and Foods Limited will be held on thTuesday, 29 September, 2015 at 3.00 P.M. at PHD House, PHD Chamber of Commerce and Industry, Sector 31A, Chandigarh, to

transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Financial Statements (including consolidated Financial Statements) of the Company for the stfinancial year ended 31 March, 2015 together with the Reports of the Board of Directors and Statutory Auditors thereon.

2. To ratify the appointment of M/s. SMPS & Co., (FR No.021622N) Chartered Accountants, New Delhi, the Statutory Auditors of the rdCompany who were appointed for a term of four consecutive years from the date of the 23 Annual General Meeting (AGM) upto

ththe conclusion of 27 AGM of the Company in the Calendar year 2018 and to fix their remuneration.

Special Business:

3. Retirement of Mr.I.S.Gumber (DIN: 00075786) as Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. I.S. Gumber (DIN: 00075786), a Director liable to retire by rotation, be hereby retires by rotation as Director

from the Board of the Company.

RESOLVED FURTHER THAT the vacancy caused by the retirement by rotation of Mr. I.S.Gumber, and, who has not offered

himself for re-appointment, be not filled by the Company for the time being.”

4. To seek approval for the re-appointment of Mr. Janak Raj Singh (DIN 00064804) as Joint Managing Director of the

company

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable

provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 (including any statutory modifications or re-enactment thereof for the time being in force) the consent and approval of the

Company be and is hereby granted to the re-appointment of Mr. Janak Raj Singh (DIN 00064804) as Joint Managing Director of

the Company for a period of three years with effect from 27-03-2015 on the terms and conditions including remuneration as stated

below, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the ,

Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and /

or remuneration as it may deem fit and as may be acceptable to Mr. Janak Raj Singh, subject to the same not exceeding the limits

specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;

Gross monthly remuneration not exceeding Rs. 5,00,000 (Rupees five lacs only) whether paid as salary, allowance(s), perquisites

or a combination thereof; and

Provided that the following perquisites will not be included in the aforesaid remuneration:

a. Contribution to provident fund, superannuation fund or annuity fund, if any, to the extent these either singly or put together are

not taxable under the Income-tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

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c. Encashment of leave at the end of tenure.

Payment/re-imbursement of telephone and/or mobile phone(s) bills, conveyance, fuel expenses, other out of pocket expenses

incurred and use of official vehicles in course of the official duties will not be included in the aforesaid remuneration.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year of the Company during the term of

Mr. Janak Raj Singh as Joint Managing Director, the remuneration set out in the statement annexed to Notice, be paid or granted to

Mr. Janak Raj Singh as minimum remuneration provided that the total remuneration by way of salary and other allowances shall not

exceed the ceiling provided in Section II of Part II of Schedule V to the said Act or such other amount as may be provided in the said

Schedule V as may be amended from time to time or any equivalent statutory re-enactment(s) thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary,

proper or expedient to give effect to this resolution.”

By Order of the BoardFor Lakshmi Energy and Foods Limited

Sd/-Place:Chandigarh (Ajay K. Ratra)Date:13-08-2015 Company Secretary

Notes:

1. The Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the

meeting, is annexed hereto.

2. The relevant details as required under clause 49 of the Listing Agreement with the Stock Exchanges, of persons seeking

appointment/reappointment at the Annual General Meeting, forms integral part of the Notice. The Directors have furnished the

requisite declarations for their appointment/re-appointment.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO

ATTEND AND VOTE (ON A POLL ONLY) INSTEAD OF HIMSELF/HERSELF. A person can act as proxy on behalf of members not

exceeding fifty (50) and holding in the aggregate not more than 10 (ten)% of the total share capital of the Company. The instrument

of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less

than 48 (forty eight) hours before the commencement of the meeting. Proxies submitted on behalf of the companies, societies etc.,

must be supported by an appropriate resolution/authority, as applicable.

Corporate members are requested to send in advance duly certified copy of Board Resolution/Letter of Authority/ Power of

Attorney authorizing their representative to attend the meeting.

The Attendance Slip and a Proxy Form with clear instructions for filing, stamping, signing and/or depositing the Proxy Form forms

part of the notice.

4. Route map and details of prominent land mark of the venue of meeting is enclosed.

5. Pursuant to Section 91 of the Act, the Register of Members of the company and Share Transfer Books of the company shall remain th thclosed from Saturday, 26 September, 2015 to Tuesday, 29 September, 2015 (both days inclusive) for annual closing.

6. Under Section 205A of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of 7 (seven)

years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the

Central Government. Accordingly, the Company had already transferred the requisite unpaid and unclaimed dividend amount to

the IEPF within the stipulated time period.

Due date for transfer of unclaimed dividend to IEPF

Dividend for the year Date of Declaration of Dividend Due date for transfer to IEPF

2007-08 (Final Dividend) 27/03/2009 02/05/2016

2008-09 (Final Dividend) 27//03/2010 02/05/2017

2009-10 (Final Dividend) 26/03/2011 01/05/2018

2010-11 (Final Dividend) 28/03/2012 03/05/2019

2011-12 (Final Dividend) 28/03/2013 03-05-2020

2012-14 (Interim Dividend) 03/05/2013 08-06-2020

The Ministry of Corporate Affairs (MCA) on May 10, 2012 notified the IEPF (Uploading of information regarding unpaid and

unclaimed amounts lying with Companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The objective of the

IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to

misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in

respect of the unpaid and unclaimed Dividends in respect of the financial years from 2007-08 and onwards, as on the date of the rd th23 Annual General Meeting (AGM) held on 24 March, 2014, on the website of the IEPF viz. www.iepf.gov.in and under “Investor”

section on the Website of the Company viz. www.lakshmigroup.in. Members who have not encashed their dividend warrants so far

for the FY 2007-08 or any subsequent years are requested to immediately return the outdated warrants to the company to enable

the company to issue DD in lieu thereof.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every

participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their

Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are

requested to submit their PAN details to the Registrar.

th8. Electronic copy of the Annual Report for 2014-15 along with the Notice of the 24 Annual General Meeting of the Company

(including Attendance Slip and Proxy Form) is being sent to all the members whose email IDs are registered with the

Registrar/Depository Participants with their consent for communication purposes unless any member has requested for a hard

copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2014-15 thalong with the Notice of the 24 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting

along with Attendance Slip and Proxy Form is being sent by other permissible modes.

th st9. Members may also note that the Notice of the 24 Annual General Meeting and the Annual Report for the period ended 31 March

2015 will also be available on the Company’s website www.lakshmigroup.in for their download.

10. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a

request for the same, by any permissible mode free of cost. Members are requested to bring their attendance slip along with their

copy of Annual Report to the Meeting.

11. Relevant documents referred to in the accompanying Notice, Explanatory Statement and Annual Report for 2014-15 are open for

inspection by the members at the Registered Office of the Company on all working days, except Saturdays, during business hours

up to the date of the Meeting.

12. 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 or bank mandates immediately to the Company / RTA.

13. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all

communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

14. Remote e-voting – Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with relevant

Rules of the Act and Clause 35B of the Listing Agreement, the Company is pleased to provide to its members facility to exercise ththeir right to vote on Resolutions proposed to be passed in the 24 Annual General Meeting (“AGM”) by electronic means. The

members may cast their votes using an electronic voting system from a place other than the venue of the AGM (‘remote e-voting’).

The facility for voting shall also be made available at the AGM and the members attending the AGM who have not cast their vote by

remote e-voting shall be able to vote at the AGM. The members who have cast their vote by remote e-voting may attend the AGM

but shall not be entitled to cast their vote again.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide e-voting facilities and

for security and enabling the members to cast their vote in a secure manner. It may be noted that this e-voting facility is optional. The

e-voting facility will be available at the link during the following voting period:

Commencement of e-voting: From 9.00 A.M. of Sep 26, 2015

End of e-voting: Up to 5.00 P.M. of Sep 28, 2015

EVoting shall not be allowed beyond 5.00 p.m. of Sep 28, 2015. During the e-voting period, Shareholders of the Company, holding

shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically.

In terms of requirements of the Act, and the relevant Rules, Company has fixed September 22, 2015 as the ‘Cut-off Date’. The

remote e-voting / voting rights of the shareholders/ beneficial owners shall be reckoned on the equity shares held by them as on the

Cut-off Date i.e. September 22, 2015 only.

A person who is not a member as on the Cut-off Date should treat this Notice for information purpose only. Only members as on Cut-

off Date, who have not exercised their voting rights through remote e-voting, shall be entitled to vote at the meeting.

Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the AGM, i.e. Tuesday,

September 29, 2015.

Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote

again.

The Scrutinizer, after scrutinising the votes cast at the AGM and through remote e-voting, will, not later than 3(three) days of

conclusion of the AGM, make a consolidated Scrutinizer’s report and submit the same to the Chairman. The results declared along

with the consolidated Scrutinizer’s report shall be placed on the website of the Company www.lakshmiroup.in and on the website of

CDSL. The results shall simultaneously be communicated to the concerned Stock Exchanges, where the securities of the

Company are listed.

15. The Company has appointed Mr. Ajay K. Arora, Practicing Company Secretary, as ‘scrutinizer’ (the “Scrutinizer”), to scrutinize the

voting process though remote e-voting and at the AGM in a fair and transparent manner and he has communicated his willingness

to be appointed and will be available for same purpose.

16. The instructions for shareholders voting electronically are as under:

th th(i) The voting period begins on 26 September, 2015 at 9.00 a.m. and ends on 28 September, 2015 at 5.00 p.m. During this

period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date nd(record date) of 22 September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for

voting thereafter.

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

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

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

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

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.

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DividendBank DetailsORDate of Birth(DOB)

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the the first two letters of their name and the 8 digits of the sequence number in the PAN field. Sequence number is printed alongwith address of shareholder on physical copy.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after

the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence

number 1 then enter RA00000001 in the PAN field

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the

company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in instruction (v).

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

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding

shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login

password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for

resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL

platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your

password confidential.

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

Notice.

(xii) Click on the EVSN for the relevant <Lakshmi Energy and Foods Limited> on which you choose to vote.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that

you dissent to the Resolution.

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

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish

to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

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

(xvii) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and

click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The

Compliance user would be able to link the account(s) for which they wish to vote on.

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• The list of accounts should be mailed to [email protected] and on approval of the accounts they would

be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and

holding shares as on the cut-off date i.e. September 22, 2015 may follow the same instructions as mentioned above for e-

Voting.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-

voting manual available at www.evotingindia.com, under help section or write an email to [email protected]

Statement Annexed to the Notice in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No. 3

In accordance with the provisions of the Companies Act, 2013, read together with the Articles of Association of the Company, Mr.

I.S.Gumber is liable to retire by rotation at the ensuing Annual General Meeting of the Company. Due to his pre-occupation, Mr.

I.S.Gumber has not offered himself for re-appointment. Since no proposal has been received for filling up the vacancy, it is decided not to

appoint any director in place of Mr. I.S.Gumber.

The Board of Directors recommends the ordinary resolution as set out at Item No.3 for approval of the members.

Except Mr. I.S.Gumber, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or

interested, financially or otherwise, in the Special Resolution set out at Item No.3.

Item No. 4

Mr. Janak Raj Singh is a Promoter and Joint Managing Director of the Company. He was re-appointed as Joint Managing Director for 5 th th thyears wef 27 March 2010 in the Annual General Meeting held on 27 March 2010. Accordingly, the Board in its meeting held on 26

March, 2015 has, subject to the approval of members, approved the re-appointment of Mr. Janak Raj Singh, as Joint Managing Director thfor a further period of 3 years w.e.f 27 March, 2015. The aforesaid reappointment shall be subject to the approval of the members.

thThe Board in its meeting held on 26 March, 2015, on the recommendation of the Nomination and Remuneration Committee, approved

the remuneration (as set out in the resolution) payable to Mr. Janak Raj Singh.

Mr. Janak Raj Singh satisfy all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section (3) of

Section 196 of the Act for being eligible for his re-appointment. He is not disqualified from being appointed as Directors in terms of Section

164 of the Act.

The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Janak Raj Singh under Section 190 of

the Act.

Brief resume of Mr. Janak Raj Singh, nature of his expertise in specific functional areas, names of companies in which he hold

directorships and memberships / chairmanships of Board Committees, shareholding and relationships amongst directors inter-se as

stipulated under Clause 49 of Listing Agreement with the Stock Exchanges, forms integral part of the Notice.

The Board recommends the Special Resolution (regarding reappointment of Mr. Janak Raj Singh as Joint Managing Director) for the

approval by the Shareholders of the Company.

Mr. Janak Raj Singh himself, Mr. Balbir Singh Uppal, Chairman & Managing Director being related to him, may be deemed to be

interested/ concerned in the Special Resolution set out at Item No.4 of the Notice.

Except the persons mentioned above, none of the other Directors and Key Managerial Personnel of the Company and their relatives are

concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 4.

Statement pursuant to the provisions of clause (B) of Section II of part II of schedule V to the Companies Act, 2013 with respect

to Item No.4

The particulars required to be disclosed in the Explanatory Statement in accordance with provisions of clause (B) of Section II of part II of

Schedule V of the Companies Act, 2013, are given below:-

I. General Information

(1) Nature of Industry:

Lakshmi Energy and Foods Limited, one of the largest producers of rice in the world, is in the business of agro processing,

grain marketing and electricity generation. Having come a long way since its inception, Company’s presence is all pervasive

starting from grass root level of farmers, mandi yards through representatives, procurement, transportation, warehousing,

paddy processing, generating other by-products like rice bran oil, de-oiled cakes and using husk for power plant. The

company is “Trading House” certified by the office of the “Joint Director General of Foreign Trade”, Ministry of Commerce and

Industries, Government of India.

(2) Date or expected date of commencement of commercial production: The Company commenced its manufacturing

operations in 1990.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial

institutions appearing in the prospectus: Not applicable

(4) Financial performance based on given indicators:

Financial Parameters Audited Financials (Rs.in millions)

Year Ended 31-03-2015 18 months ended 31-03-2014 Year Ended 30-09-2012

Sales 6162.44 18492.41 12100.40

Profit/(Loss) before tax (3428.08) (196.76) 8.94

Net Profit/(Loss) (3363.97) (34.25) 107.66

(5) Foreign Investments and collaborations:

M/s Green Energy and Foods Pte. Ltd, is overseas subsidiary of the Company incorporated in Singapore in 2010 in

which the company holds 1 ordinary share @ 1SGD. The other financials of this subsidiary are stated in Form AOC-1 in

the Annual Report of the company.

II. Information about the appointee:

1) Background details

Mr. Janak Raj Singh, aged 43 years, is Promoter and Joint Managing Director of Lakshmi Energy and Foods Limited which is

engaged in the manufacturing of Rice, Edible Oils, De-oiled Cakes and Generation of Electricity Power from bio-waste. He is

having rich experience of 22 years in Food grains processing Industry. He has been actively involved in the expansion of

Lakshmi Energy and Foods Limited and also towards setting up of bio-mass based Power Plant.

2) Past Remuneration

Total remuneration of Rs. 60,00,000 was paid to Mr. Janak Raj Singh during the year ended March 31, 2015. Remuneration

to Mr. Janak Raj Singh for this period was paid in accordance with the approval of the Shareholders and provisions of the

Companies Act.

3) Recognition or awards: Nil

4) Job profile and suitability

Mr. Janak Raj Singh is Joint Managing Director of Lakshmi Energy and Foods Limited and he is entrusted with overall

management of the affairs of the company.

Under the leadership of Mr. Janak Raj Singh:

a) Lakshmi Energy and Foods Limited offers related products in value chain of rice supply chain from paddy to rice, rice to

rice bran edible oil and eco-friendly 'Green Power' generated from rice husk. The 'Green Power' generated from rice

husk, a waste by-product, is also one of the cleanest varieties of power.

5. BVM LOGISITICS PVT LTD

6. GREEN ENERGY AND FOODS PTE LTD, SINGAPORE

7. PAN ASIA COMMODITIES JLT, DUBAI

Membership of committee of the Nil

Board of other companies of which

he/she is a director

Equity shares held 2993645

Relationship with other Directors, Son of Mr.Balbir Singh Uppal, Chairman & Managing Director

Manager and KMP

Number of Board Meeting 8

attended during the year

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b) The Company's plant, one of the largest and most modern paddy processing units in the world.

c) The Company has its own logistics and handling set up and has huge storage capacity.

5) Remuneration Proposed

The terms of the remuneration proposed to be paid to Mr. Janak Raj Singh have been specified in the notice of AGM.

6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

(in case of expatriates the relevant details would be with respect to the country of his origin)

The remuneration proposed to be paid to Mr. Janak Raj Singh is in line with remuneration of CEOs, Chairman and Managing

Director of other companies having global operations, keeping in view his job profile, the size and complexity of the business

of the company.

7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

Mr. Janak Raj Singh is son of Mr. Balbir Singh Uppal, Chairman & Managing Director of the company. Except Mr. Balbir Singh

Uppal, he is not related to any director as well as Managerial Personnel of the company. He does not have any pecuniary

relationship directly or indirectly with the company, or its managerial personnel, other than drawing his remuneration in the

capacity of Joint Managing Director of the company and getting dividend on his shareholding in the Company.

III. Other Information:

1) Reasons of loss: Decline in market price of inventory during the year ended 31st March, 2015 has resulted into net loss.

2) Steps taken or proposed to be taken for improvement: Market price of Inventory is driven by a number of factors beyond

the control of company. Going by the current trend of market prices, we do not expect further devaluation of inventory.

3) Expected increase in productivity and profits in measurable terms: In addition to steps proposed to be taken for

improvement, the focus would be on improvement on manufacturing efficiencies, cost optimization and investment in human

resource thereby achieving increase in productivity and maximization of profits. However, it is difficult to quantify the

expected increase in productivity and profits.

IV. Disclosures:

The requisite disclosures of remuneration package etc. of Mr. Janak Raj Singh have been made in the Notice of AGM and Report

on Corporate Governance which forms part of the Annual Report.

Information pursuant to clause 49 of the Listing Agreement regarding Directors being appointed/re-appointed

Particulars Mr. Janak Raj Singh

Father’s Name Mr. Balbir Singh Uppal

Age 43 years

Date of Appointment 30-04-1992

Address Lakshmi Complex, VPO Khamano, Distt. Fatehgarh Sahib, Punjab

Designation Joint Managing Director

Qualification Graduate

Experience 22 years in food grain processing industry.

Salary last drawn Rs.5 lac p.m

Other Companies in which holds 1. PUNJAB GREENFIELD RESOURCES LIMITED

Directorship 2. VICTOR FOODS INDIA LIMITED

3. LAKSHMI GREEN POWER LIMITED

4. GANESHAY OVERSEAS INDUSTRIES LTD

Sd/-

(Ajay K. Ratra)

Place: Chandigarh Company Secretary

Date: 13-08-2015

For Lakshmi Energy and Foods Limited

Lakshmi Energy and Foods Limited(Formerly Lakshmi Overseas Industries Ltd.)

Regd. Office: SCO 18-19, First Floor, Sector 9D, Madhya Marg, Chandigarh 160 017Corporate Identity Number: L00000CH1990PLC010573

Tel : 0172-2740352 / Fax: 0172-2743057 / Email: [email protected] : www.lakshmigroup.in

Folio No./DP ID/ Client ID No.

No. of Shares Held

ATTENDANCE SLIP

I/We record my/our presence at the 24th Annual General Meeting of the Company at PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh on Tuesday, 29th September, 2015 at 03.00 p.m.

NAME OF THE SHAREHOLDER(S)(in Block Letters)

SIGNATURE OF THE SHAREHOLDER(S)

NAME OF THE PROXY(in Block Letters)

SIGNATURE OF THE PROXY

NOTE: You are requested to sign and handover this slip at the entrance of the meeting venue.

PROXY FORMForm No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L00000CH1990PLC010573

Name of the Company: LAKSHMI ENERGY AND FOODS LIMITEDstRegistered Office: SCO 18-19, 1 Floor, Sector 9-D, Madhya Marg, Chandigarh 160 017

Name of the member(s):

Registered address:

E-mail Id:

Folio No/Client Id DP ID

I/We, being the member(s) of………………………………shares of the above named company, hereby appoint

1. Name

Address

E-mail id Signature

Or failing him

2. Name

Address

E-mail id Signature

Or failing him

3. Name

Address

E-mail id Signature

thAs my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24 Annual General Meeting of the Company, to be held on Tuesday, 29th September, 2015 at 03.00 p.m. at PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh and at any adjournment(s) thereof, in respect of such resolutions as are indicated below:

Signed this………………………..day of………………………….2015

Signature of Shareholder :_____________________________

Signature of Proxy holder(s) :_____________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, not less than 48 hours before the commencement of the meeting.

Ordinary Business:

1. Consider and approve the Audited Financial Statements (including Consolidated) for the financial year ended March 31, 2015 together with the reports of the Directors’ and Auditors’ thereon

2. Ratify the appointment of M/s. SMPS & Co, Chartered Accountants, Statutory Auditors and fixing their remuneration.

Special Business:

3. Retirement of Mr.I.S.Gumber (DIN 00075786 )

4. Seek approval for the re-appointment of Mr. Janak Raj Singh (DIN 00064804) as Joint Managing Director of the company

( 10 )

Route Map of AGM Venue

PHD House, PHD Chamber of Commerce and Industry, Sector 31A, Chandigarh

Affix Revenue

Stampof Re. 1

ANNUAL REPORT 2011-12

A journey from paddy to power

ANNUAL REPORT 2014-15

A journey from paddy to power

01

BOARD OF DIRECTORSMr. Balbir Singh Uppal Chairman & Managing Director Mr. Janak Raj Singh Joint Managing Director Mr. I.S.Gumber DirectorMrs. Vijay Luxmi DirectorMr. Amarjit Singh DirectorMr. Nirdosh Bali DirectorMr.V.K.Mishra DirectorMr.KanwalJit Singh Jolly Director (Upto 01.04.2015)

BANKERSPunjab National Bank Syndicate BankAxis BankICICI Bank

STATUTORY AUDITORSM/s SMPS & Co., Chartered Accountants 34-B, First Floor, Pocket M & N Sarita ViharNew Delhi - 110076

CHIEF FINANCIAL OFFICERMr. Sukhdeep Singh

INTERNAL AUDITORMr. P. C. Jain

COMPANY SECRETARYMr. Ajay K. Ratra

REGISTERED OFFICE:S.C.O. 18-19, 1st Floor, Sector 9D,Madhya Marg , Chandigarh – 160017, India Tel.: +91-172-2740352, Fax: +91-172-2743057E-mail: [email protected]: www.lakshmigroup.inCIN : L00000CH1990PLC010573

CORPORATE OFFICE:Office No. - 202 2nd Floor,Naman Corporate Line (Wing C)Bandra Kurla ComplexBandra (East) Mumbai

WORKS & ADMIN. OFFICE:V.P.O. Khamanon,Ludhiana – Chandigarh National Highway,Khamanon 141801, Punjab, India.Tel.: +91-1628-661800, Fax: +91-1628-661805

ZONAL OFFICE:807, 8th Floor, Kailash Building, 26, K.G. Marg, Connaught Place, New Delhi – 110001 India,Tel: +91-11-66305281; Fax: +91-11-66305280

REGISTRARS & SHARE TRANSFER AGENTSM/s Beetal Financial & Computer Services (P) Ltd.Beetal House, 3rd Floor, 99, Madangir, New Delhi - 110062

CONTENTS Page No.

Chairman’s Message 2

Directors’ Report and Annexures 4

Management Discussion and Analysis 35

Corporate Governance Report 42

Auditors’ Report 66

Balance Sheet 70

Statement of Profit and Loss 71

Cash Flow Statement 72

Notes on Financial Statements 73

Auditors’ Report on Consolidated 96Financial Statements

Consolidated Balance Sheet 100

Consolidated Statement of Profit and Loss 101

Consolidated Cash Flow Statement 102

Notes on Consolidated Financial Statements 103

02 | LAKSHMI ENERGY AND FOODS LIMITED | Annual Report 2014-15

Dear Shareholders,

The world today is in the grip of a major economic crisis. There has been a banking crisis, a financial crisis, an economic crisis, a social crisis, a geostrategic crisis and an environmental crisis in some or the other part of the world. This is causing dramatic consequences on the very sustenance of the rice industry in the Asian countries. India itself has not been able to escape the grasp of this economic turmoil and the food processing industry has suffered more than what people believe.

The financial crisis is a stark reminder that transparency and disclosure are essential in today’s marketplace. So we thought as our shareholders it’s time we give you a glimpse into our company’s efforts over the last few years.

We started this company two decade ago with only one objective in mind, to provide the best aromatic rice to the domestic and international consumers. Over the last two decades, your company has grown quite rapidly. It has slowed down only in the last two years due to external factors beyond our control. During the first, five to six years of the last one decade of the company’s operations, we had installed the latest machinery imported from Japan, Germany, Denmark and USA which set the highest standards for the most modern food grain processing plants in India and state of art biomass based power plant. While we are proud of raising the bar in the Indian industry, we have to confess that the year gone by i.e. last financial year has not been a commendable year for the company similar to the hardships faced by other companies in the rice industry.

Last year, we faced unfavourable market conditions and noticed a steep downward trend in the market price of paddy and rice. The rice industry faced a major slowdown and market prices of paddy and rice plummeted by about 40% compared to the prices in the beginning of the season and fell by about 50% in comparison to the prices last year.

It is due to the same reason that farmers of States like Madhya Pradesh, Chhattisgarh and small pockets of other states also started growing basmati paddy to reap higher gains in the then booming market, besides the already existing paddy growing farmers in the states like Punjab, Haryana and UP. This resulted in the over production of Basmati Rice leading to the excess supply of Basmati (almost double the production) in the market. The direct consequence being, the fall in prices vis- a -vis not enough demand in the domestic and international markets to meet this supply. About 70 percent of export of Basmati Rice from India is to the Gulf Markets which include Saudi Arabia, UAE, Iran, etc. Due to the fall in prices of oil, they were not able to afford India’s expensive Basmati Rice. These countries shifted to purchasing Thai Rice which was available at a cheaper rate. The Government used the same for subsidized rice distribution to its citizens. Further, the

CHAIRMAN’S MESSAGE

03

demand in the international market also observed an adverse effect due to the import restrictions placed by countries like Iran.

Your company had huge inventory of paddy and rice (procured at higher prevailing prices ) which were valued at the prevailing lower of Cost and Net Realizable Value as per the Accounting Standard-2 as on 31st March, 2015. Consequently, your company booked a loss of Rs.2953.32 millions due to the devaluation of this inventory. For the fiscal year that just got completed, your Company recorded Sales of Rs.6162.44 million and PBT recorded a deficit of Rs.3428.08 million, which was mainly due to the loss on valuation of inventories. There were also some other factors which were not under the control of the management like higher interest cost of borrowings from commercial banks etc. All institutions including Banks, Government, APEDA, Agricultural Marketing Boards and Agricultural Produce Market Committees (APMCs) of different States and export organizations are well aware of the phenomena of downward trend in prices of paddy/rice.

However, we are firm believers that by undertaking a reform in the mechanism and putting more focus on the production side of the business, we would be able to recoup the situation. We shall definitely return to progressive days of last two decades in the company as soon as possible.

For instance, with the active involvement of the farmers who remain associated with us through our Research & Development (R&D) initiative, we encouraged farmers to grow PUSA Basmati 1121 as it is more remunerative for them because of its higher yield per hectare in comparison to other varieties of basmati rice and this variety also consumes less quantity of water. It accounts for 65% of basmati export from India. Along with this we created educational awareness amongst the farmers about the harmful use of pesticides to help produce as pure variety as possible. The continuous production of this higher yield variety will make sure the paddy production keeps increasing in the coming years providing the farmers with a great amount of benefit.

States like Bihar, Jharkhand, Chhattisgarh and Andhra Pradesh have also seen better soil conditions recently due to the increase in the soil testing and irrigation facilities by the Government. The increase in rice production from these lands will further keep the supply of paddy from falling in the coming future.

With supply side up and prices stabilizing soon, the seasonal curve of paddy prices will be limited. The prices stabilizing at a lower level will ensure lower cost of production thus increasing the rice industry’s revenue. With restricted or limited fluctuation in prices, the market will only benefit from increased production. Lower cost of production would also ensure “affordable basmati for domestic market”. This will be a great opportunity for not only your company but the entire rice industry to increase its market share in the domestic market by opening its door to an additional consumer base of 1.2 billion.

With farmer benefit, market benefit and consumer benefit taken into account it’s time to look at the benefits that shall be incurred by the Government from this prospective future. Government at present spends quite an amount on the minimum support prices at which it buys the non-basmati rice from farmers. With a shift or change in the farmer’s preference from non-basmati variety to PUSA Basmati 1121, not only will the farmers earn more from the higher yield but also the government shall benefit from the decrease in the burden of the Minimum Support Prices (MSP) expenditure. This in turn will be in line with the long term government policies.

In addition to all of the above, your company plans to increase its market share by introducing new brands of affordable basmati which will be a substantial part of the additional sales in the coming years.

Keeping the domestic market aside, the international market or the export market will also stabilize soon with reasonable pricing. The buyers will be attracted to the favourable cost pricing (expected to reduce by 40% approx for 2015-16) in India thus correcting or in fact increasing the demand for exports.

The world economy today is recovering slowly, and there are still some destabilising factors and uncertainties. The underlying impact of the international financial crisis is far from over but that does not mean the industries are not going to make remarkable recoveries in the very near future. To tide over the present situation we have to work collectively and utilise the milling capacity of our plant to its optimum level with the highest efficiency. We are confident that with our concerted efforts we shall be able to improve our productivity and profitability.

We strongly believe that we shall bring the company back to profit earning entity. Going forward we are determined to take our latest technology developed through our Research & Development (R&D) to our farmers and enhance our procurement, control heavy metal contents by using RO water for processing, milling capacity utilisation and consequently expand our market share in domestic as well as in the international market. To conclude, I would like to thank our board of directors for their outstanding support. I would also like to thank the stakeholders and shareholders as well as employees of the company who have worked tirelessly to achieve the objectives of the company.

I would also like to express my gratitude towards our customers, dealers, suppliers, banks and other associates for their continued support.

Thanking you,

Yours sincerely,

Balbir Singh UppalChairman and Managing Director

Chairman’s Message


Dear Members,

The Board of your Company is immensely delighted in presenting its 24th Report. The Report is being presented along with the Audited Financial Statements for the Financial Year ended March 31, 2015.

Financial Results

(Rupees in Million)

ParticularsStandalone Consolidated

Year ended 31-03-2015

18 months ended

31-03-2014

Year ended 31-03-2015

18 months ended

31-03-2014Sale of products 6162.44 18492.41 6165.48 19068.79Other Income 60.88 62.60 62.80 75.04Total Revenue 6223.32 18555.01 6228.28 19143.83Profit before Interest, Depreciation and Tax

1031.60 1406.16 925.50 1437.21

Finance Cost 1177.64 963.80 1178.10 964.17Depreciation 328.72 639.12 330.78 641.63Exceptional items-Loss on valuation of inventories 2953.32 - 2953.32 -Profit before tax (3428.08) (196.76) (3536.70) (168.59)Tax Expense- Current tax - - - 0.32- Deferred Tax (64.11) (162.51) (64.26) (162.46)Profit after tax (3363.97) (34.25) (3472.44) (6.45)Add: Balance of Profit brought forward

4921.27 4909.05 4920.70 4880.59

Add: Excess provision of tax of earlier years

- 46.47 - 46.47

Profit available for appropriation 1557.30 4921.27 1448.26 4920.70AppropriationsProvision for dividend (inc. of tax)

- - - -

Transfer to General Reserve - - - -Balance carried to Balance Sheet 1557.30 4921.27 1448.26 4920.70Earning per share- Basic (50.59) (0.53) (51.76) (0.53)- Diluted (50.59) (0.52) (51.76) (0.52)

DIRECTORS’ REPORT

05

Financial & Performance Review

During the year ended 31st March, 2015, your company recorded Sales of Rs.6162.44 million as compared to Rs. 18492.41 million during the period ended 31-03-2014, registering a decline of 50.01% over the last year on annualized basis. PBT has recorded a deficit of Rs.3428.08 millions which is mainly due to loss on valuation of inventories. Whereas, PAT reflects deficit of Rs.3363.97 million.

However, there was sharp fall in the market prices of basmati 1121, 1509, DP, sugandha and traditional basmati paddy as well as rice during 2014-15.The prices of Basmati paddy 1121, 1509 which were hovering around Rs.45,000/- per MT during 2013-14, fell down sharply to Rs.30,000/- (approx) per MT during Oct-Dec 2014 and further came down to Rs.22,000/-(approx) per MT during Jan-March 2015. Basmati DP Paddy prices, which at one point of time, during 2013-14 were about Rs.40,000/- per MT, fell down to Rs.24,000/- (approx) per MT during 2014-15 and Prices of sugandha paddy fell down to Rs.16,000/- (approx) per MT from Rs.32,000/- per MT. Traditional Basmati Paddy price which was about Rs.60,000/- per MT during 2013-14, fell down to Rs.32,000/- (approx) per MT during 2014-15.

Similarly, average price of basmati rice which used to be Rs.80,000/- per MT in 2013-14, came down to Rs.60,000/-per MT (approx) during Oct-Dec 2014 and further came down to Rs. 48,000 – 50,000 per MT during Jan-March 2015, the downward trend continued thereafter also.

Hence, market price of paddy and rice has plummeted by about 40% from the beginning of the season and upto 50% down with comparison to last year. The fall in prices is mainly attributed to higher (almost double) production of basmati coupled with tepid international demand particularly due to import restrictions by countries like Iran. All institutions including Banks, government, APEDA, Agricultural Marketing Boards and Agricultural Produce Market Committee (APMCs) of different States and export organizations are well aware of the phenomenon of downward trend in prices of paddy/rice. The Prevailing reduced prices of rice international will encourage the consumption of basmati in domestic market and in turn will add the sale of rice. The international market will also be encouraged to increase the import of Indian basmati due to very competitive price in international market. These prices can be considered as stable with respect to farming pattern as well as consumer pattern. Per hectare income of farmer is more in case of basmati with respect to non basmati on MSP.

Reduction in market price of paddy/rice as stated above led to substantial fall in the valuation of Inventory resulting into net loss suffered by the company for the year ended 31-03-2015. Consequently, there was shortfall in DP in respect of CC/PC limits availed from different Banks in consortium. During the course of series of consortium / joint lenders forum (JLF) meetings ‘restructuring of debt’ emerged as the only acceptable corrective action plan by consensus. A scheme for restructuring of debt was proposed by the company to the lenders in the consortium. The restructuring scheme entails carving out of the outstanding balances in cash credit and packing credit accounts, over and above the DP and conversion of the same into WCTL. The said WCTL is envisaged to be repaid over a period of eight years in structured installments with moratorium of two years of repayment of interest and installments, with funding of interest during moratorium. To ascertain the techno-economic viability of the proposed debt restructuring scheme a study was carried out by M/s Dun & Bradstreet who after a detailed study of the production units of the company viewed that the said debt restructuring scheme was techno – economically viable. The final report of the restructuring scheme alongwith reports of independent Bank’s empanelled valuers, as approved by the lenders, was subjected to evaluation by Independent Evaluation Committee (IEC) as per RBI guidelines, which has been approved.

The Company is in the business of the agro processing, grain marketing and electricity power generation. The Company is primarily engaged in the handling, storage, and transportation of foodgrains. In the process, the prime motive is to preserve and store the foodgrains. Warehousing infrastructure and packing plays key role in process efficiency and profitability as

Directors’ Report


also earn the benefits under the tax laws. Your Company’s USP is excellent quality, strategic procurement & marketing and increasing export base. Your Company’s presence is all pervasive starting from grass root level of farmers, mandi yards through representatives, procurement, transportation, warehousing, paddy processing, generating other by-products like rice bran-oil, de-oiled cakes and using husk for power plant.

A detailed discussion on the business performance and future outlook has been given in ‘Management Discussion and Analysis’ (MDA).

Consolidated financial statements

Further pursuant to Accounting Standard -21 (AS- 21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented in this Annual Report include financial information of the subsidiary companies i.e Punjab Greenfield Resources Limited, M/s Lakshmi Green Power Limited and M/s Green Energy and Foods Pte. Ltd, Singapore.

Change in nature of Business

During the year under review, there was no change in the nature of Business.

Expansion & Modernization

During the period under review, the company has taken the following expansion/modernization activities:

• To improve the efficiency of various departments, there was a need to build a new administration block at the Works of the Company at Khamanon. The Company has started building state of art modern office to meet the current and future need of the administration office.

• To improve the quality and implement the quality surveillance requirements, the Company has added Sortex Unit within the works at Khamanon.

Performance of Subsidiaries

The following may be read in conjunction with the Consolidated Financial Statements prepared in accordance with Accounting Standard 21. Shareholders desirous of obtaining the report and accounts of your Company’s subsidiaries may obtain the same upon request. Further, the report and accounts of the subsidiary companies will also be available on Company’s website, www.lakshmigroup.in, in a downloadable format.

Punjab Greenfield Resources Limited, a wholly owned subsidiary company presently acts as a sales and marketing arm of LEAF and has been engaged in buying the finished rice varieties from LEAF, warehousing them and distributing them in various parts of the country using its network of brokers, dealers and distributors.

M/s Lakshmi Green Power Limited and M/s Green Energy and Foods Pte. Ltd, Singapore are subsidiary Companies incorporated in 2010. On being operational, these companies shall significantly contribute to generate power, improve logistics and mobilize additional exports.

Pan Gulf Foods and Industries FZ Co – The company could not commence its operations and the process of Winding up and de- registration and lease & license termination of “Pan Gulf Foods and Industries FZCO” Jebel Ali , Dubai UAE was done in May 2015.

There is no associate company and joint venture of the company.

Directors’ Report

07

Material Subsidiaries - The Board of Directors of the Company in its meeting approved the policy for determining Material Subsidiaries. At present the Company does not have any Material Subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: http://lakshmigroup.in/downloads/Policyonmaterialsubsidiaries.pdf

The statement containing the salient feature of the financial statement of a company’s subsidiaries as per first proviso to sub-section (3) of section 129 in Form AOC-1 is attached as Annexure-1 and forms part of Annual Report.

Transfer to Reserves

The company has not transferred any amount in the General Reserve during the period year under review.

Dividend

Taking into account loss incurred by the company, Board of directors of the company did not recommend any dividend for the year ended 31st March, 2015.

Directors

Mr. Janak Raj Singh was reappointed as Joint Managing Director of the Company in the Board meeting held on 26th March, 2015, for a period of three years with effect from 27th March, 2015. The Board recommends the Special Resolution (regarding reappointment of Mr. Janak Raj Singh as Joint Managing Director) for the approval by the Shareholders of the Company at the ensuing Annual General Meeting.

The shareholders have reappointed Mr. Balbir Singh Uppal as Chairman & Managing Director of the company for a further period of 3 (three) years w. e. f. 1st September, 2014 at the 23rd Annual General Meeting of the Company held on 24th September, 2014.

Mr. I. S. Gumber ceased to be Executive Director on 28th February, 2015 pursuant to end of his term; He continues on Board as non-executive director. Mr. I. S. Gumber retires by rotation at the ensuing Annual General Meeting of the Company.

Due to his pre-occupation, Mr. I.S.Gumber has not offered himself for re-appointment. Since no proposal has been received for filling up the vacancy, it is decided not to appoint any director in place of Mr. I.S.Gumber. Mr. Kanwaljit Singh Jolly resigned from the Board w.e.f.1st April 2015 due to health reasons. The Board of Directors records their appreciation of the good work done by Mr. I.S.Gumber and Mr. Kanwaljit Singh Jolly and acknowledges their contribution to the growth and prosperity of the Company during their tenure as Directors.

Mr. Amarjit Singh, Mr.Nirdosh Bali, Mr.V.K.Mishra and Mr. Kanwaljit Singh Jolly were appointed by the Members with effect from 24th September, 2014 as Independent Directors of the Company under Section 149 of the Companies Act, 2013.

Brief resume/details of the Directors, who are to be appointed/re-appointed as mentioned above have been furnished alongwith the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Mr. Sukhdeep Singh has been designated as Chief Financial Officer of the Company on 14th November, 2014 pursuant to provisions of Section 203 of the Companies Act, 2013.

Directors’ Report


Declaration of Independence u/s 149(6)

The Board has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act, and in the opinion of the Board they fulfils the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

Number of Board Meetings

During the year ended 31st March, 2015, eight meetings of the Board were held on April 11, 2014, May 30, 2014, August 12, 2014, August 23, 2014, November 14, 2014, February 13, 2015, March 26, 2015 and March 30, 2015.

Annual Evaluation - Board and its Committees

The Nomination and Remuneration (“NR”) Committee has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each director (including Executive, Non-Executive and Independent directors), of the Board as a whole and its Committee.

The criteria include different aspects covered under Administrative, Strategic, Operational and Compliance headings.

As per laid down procedure, the Independent Directors held a separate meeting to review the performance of the Chairperson of the Company after taking into account the views of Executive and Non Executive Directors. The substantial, and continuing, contribution of the Chairperson in the growth of the Company has been highly commended. The Independent Directors also reviewed performance of every Executive and Non Executive Director of the Board. The performance evaluation of each Independent Director was done by the entire Board (except the Independent Directors being evaluated).

The performance of each committee has been evaluated by its members and found to be highly satisfactory.

On the basis of this exercise, the NR Committee and the Board, after recognising the important contribution being made by each Independent Directors have decided that all Independent Directors should continue to be on the Board.

Familiarisation programme for Independent Directors

During FY 2014-15, the Board including all Independent Directors were explained about their roles, rights, responsibilities in the Company through detailed presentations on the changes in backdrop of the Companies Act, 2013 and Listing Agreement.

The Board including all Independent Directors was provided with relevant documents, reports and internal policies to enable them to familiarise with the Company’s procedures and practices from time to time besides regular briefing by the members of the Senior Leadership Team.

The Familiarisation programme for Independent Directors is posted on the website www.lakshmigroup.in and can be viewed at the following link - http://lakshmigroup.in/downloads/FAMILIARIZATIONPROGRAMFORINDEPENDENTDIRECTORS.pdf.

Remuneration Policy

Your Company has set up a Nomination and Remuneration (‘NR’) Committee pursuant to Section 178 of the Act which has formulated a policy for Directors’ Appointment and remuneration for Directors, KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director including making payments to Non-Executive Directors.

Directors’ Report

09

NR Committee takes into consideration the best remuneration practices being followed in the industry while fixing appropriate remuneration packages. Further the compensation package for Directors, Key Managerial Personnel, Senior Management and other employees are designed based on the following set of principles:

• Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders;

• Minimise complexity and ensure transparency;

• Link to long term strategy as well as annual business performance of the Company;

• Promotes a culture of meritocracy and is linked to key performance and business drivers; and

• Reflective of line expertise, market competitiveness so as to attract the best talent.

Your directors affirm that the remuneration paid to employees, KMP and Directors is as per the Remuneration Policy of the Company. The Remuneration Policy of the Company is posted on the website www.lakshmigroup.in and can be viewed at the following Link http://lakshmigroup.in/Investor.html

Directors’ Responsibility Statement

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the annual accounts for the Financial Year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the State of Affairs as at March 31, 2015 and of the Profit of your Company for the Financial Year ended March 31, 2015;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. that the annual accounts for the Financial Year ended March 31, 2015 have been prepared on a going concern basis;

5. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

6. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussions and Analysis Report

Management Discussions and Analysis Report as required under Clause 49 of the Listing Agreement is given as a separate statement in the Annual Report and forms part of this Report.

Corporate Governance

The company has complied with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on Corporate Governance alongwith a certificate from the Auditors of the company confirming the compliance is annexed and forms part of this Report.

Directors’ Report


The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www. lakshmigroup.in.

Transfer to Investor Education & Protection Fund

During the year under review, there was no amount of unpaid / unclaimed dividend due to be transferred to “Investor Education and Protection Fund” (IEPF) established by the Central Government.

Hereunder are the details of Dividends paid by the Company and their respective due dates of transfer of unpaid or unclaimed dividends to IEPF:

Dividend for the year Date of Declaration of Dividend Due date for transfer to IEPF2007-08 (Final Dividend) 27/03/2009 02/05/20162008-09 (Final Dividend) 27/03/2010 02/05/20172009-10 (Final Dividend) 26/03/2011 01/05/20182010-11 (Final Dividend) 28/03/2012 03/05/20192011-12 (Final Dividend) 28/03/2013 03/05/20202012-14 (Interim Dividend) 03/05/2013 08/06/2020

Material Changes and commitments

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company – 31st March, 2015 and the date of this Report.

Changes in Capital Structure

Non exercise of option to convert the warrants into equity shares

As per the approval granted by the members of the Company at the 22nd Annual General Meeting held on 28th March, 2013, the Company on receipt of the requisite Stock Exchange Approvals had issued 34,80,000 warrants of series-2 at Rs. 22/– per warrant to Mr.Balbir Singh Uppal (a part of Promoters’ Group) with an entitlement to convert into/exchange with the equal number of Equity Shares of Rs.2/- each of the Company. Since the Warrant holder did not exercise the conversion option within 18 months from the date of their allotment, so the entitlement of conversion has lapsed and 25% up-front amount of Rs.1,91,40,000/- received by the company on such warrants has been forfeited as per terms.

Except the above matter, there has not been any change in capital structure. Authorised Capital of the company is Rs.20,00,00,000 and paid up capital is Rs.13,29,80,000/-.

Particulars of loans, guarantees and investments u/s 186

The details of the investments made by the Company are in Note No. 14 of the audited financial statements. The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.

Related Party Transactions

All related party transactions pursuant to Section 188(1) of the Act that were entered into during the Financial Year were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party

Directors’ Report

11

transactions made by your Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large.

Related Party Transactions were placed before the Audit Committee for its approval. There was no matter requiring approval of the Board therefore no detail is required to be provided in AOC-2. Your Company has developed Standard Operating Procedures for the purpose of identification of Related Party Transactions and monitoring on a regular basis. Related party transactions were disclosed to the Board on a regular basis as per AS-18.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at www.lakshmigroup.in and can be viewed at the following link: http://lakshmigroup.in/downloads/Relatedpartytransactionpolicy.pdf

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company except the remuneration received by respective Directors.

Risk Management System

Your Company follows a comprehensive system of Risk Management and has adopted a procedure for risk assessment and its minimisation. It ensures that all the risks are timely defined and mitigated in accordance with the Risk Management Process, including identification of elements of risk which might threaten the existence of the Company. During FY 2014-15, your Company has also constituted a Risk Management Committee which intensely monitors the Risk Management Process in the Company and the same is periodically reviewed by the Board.

Vigil Mechanism/ Whistle Blower Policy

Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The policy enables the employees, Directors and other stakeholders to raise their concern. There was no incident when the access to the Audit Committee was denied to any employees with respect to vigil mechanism. The policy is posted on the website of the Company at www. lakshmigroup.in at the following link: http://lakshmigroup.in/downloads/VIGIL_MECHANISM.pdf

Corporate Social Responsibility (CSR)

With the introduction of Section 135 of the Act, which came into effect during this financial year, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The Committee manages and overviews the CSR projects of your Company. The CSR activities are based on the CSR policy approved by the Board which is available on the Company’s website www.lakshmigroup.in under the section Investor Information.

The CSR initiatives of the Company are identified in consultation with the management, social experts, community and other stakeholders. The implementation strategy is planned in a way so as to give sustainable and scalable solutions. The identified focus areas for the Company are: i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water: ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water; v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts

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and handicrafts; vi) Measures for the benefit of armed forces veterans, war widows and their dependents; vii) Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports; viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; x) Rural development projects; xi) Such other activities as may be recognized by the Committee/Board or as may be required/ permissible under prevailing law(s).

As on 31st March, 2015, Corporate Social Responsibility Committee consisted of the following directors:

1. Mr. Balbir Singh Uppal, CMD – Chairman

2. Mr. Nirdosh Bali, Independent director – Member

3. Mr. Kanwaljit Singh Jolly, Independent director – Member

Mr. V.K.Mishra has been inducted as member of CSR committee w.e.f 29th May, 2015 in place of Mr. Kanwaljit Singh Jolly who has resigned as Director wef 1st April 2015.

The Company has actively supported various initiatives in the areas of providing housing and promoting education to children from needy and poor families over the years. The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure-2 and forms an integral part of this report.

Audit Committee

The Audit Committee of the Company comprises of the following Non-Executive and Independent Directors:

1. Mr. Nirdosh Bali - Chairperson

2. Mr. V.K.Mishra - Member

3. Mr. Amarjit Singh - Member

The details about Audit Committee and its terms of reference etc. have been given in Corporate Governance Report.

During the Year under review there was no such recommendation of the Audit Committee which was not accepted by the Board.

Auditors

M/s. SMPS & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company were appointed for 4 (four) consecutive years from the date of the 23rd Annual General Meeting (AGM) for a term up to the conclusion of 27th AGM of the Company (subject to ratification of the appointment by the members at every AGM held after this AGM). At the ensuing AGM, their appointment is proposed to be ratified. The Company has received an eligibility letter from the auditors to the effect that the ratification of their appointment, would be in accordance with Sections 139 and 141 of the Act. The Board recommends the ratification of their appointment.

Auditors’ Report

The observations of Auditors in their Report, read with the relevant notes to accounts are self explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i). There is emphasis of matter in Auditor’s report relating to note no. 29(1) of financial statement. Yours directors clarify that the said note no. 29(1) of financial statement is self explanatory and is a matter of record.

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13

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and rules made thereof, your Company has appointed M/s. A. Arora & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith as Annexure-3. The Secretarial Auditor has neither qualified the Secretarial Audit Report nor given any adverse remark for which explanation may be required to be given in the Director’s Report.

The observations of Secretarial Auditor in the Report are self explanatory and therefore do not require further explanation.

Internal Control Systems and their Adequacy

The Company has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Insider Trading Code

In compliance with the SEBI regulation on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on consequences of non-compliances.

Further, the Company has put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in lines with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Deposits from Public

The Company has not accepted any deposits from public during the year and as such no amount on account of Principal or interest on public deposits was outstanding as on the date of balance sheet.

Stock Exchange Listing

The shares of the company are presently listed on the following Stock Exchanges:

1. National Stock Exchange of India Limited;

2. BSE Limited;

During the year, Ludhiana Stock Exchange (LSE) voluntarily surrendered its recognition and exited as Stock Exchange and SEBI de-recognized Delhi Stock Exchange (DSE) as Stock Exchange during the year. Consequently, shares of the company are no more listed on LSE and DSE.

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Personnel

As on March 31, 2015, the total numbers of employees on the records of the Company were 287. Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-4 forming part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return pursuant to Sections 92(2) and 134(3)(a) of the Act and rules made thereof in form MGT 9 is annexed herewith as Annexure-5.

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

Information required under Section 134(3)(m) of the Act, read with rules made thereof is given hereunder.

(A) Conservation of Energy:

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

In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, many initiatives have been underway such as:

a. The maintenance of the Boiler and Turbine generator is carried out regularly with optimum care with the help of the technical professionals and modern equipments.

b. Most of the traditional lights are being converted into CFL/EFL.

c. Installation of variable frequency drives on high pressure boiler deed water pumps, ID fans, FD fans and fuel feeders.

d. Installation of soft starter at grading point.

e. AC drive on cooling fans.

f. Capacitator panel for enhancing power factor.

g. Interlocking of motor operation to reduce the idle running hours of the motor in terms of power saving and safety.

h. Schedule cleaning of condenser in power plant and heat exchanger of various plants is being carried out to increase the heat transfer.

i. An O2 analyzer is used for monitoring and controlling flue gas of the boiler.

j. Use of ETP treated water for horticulture.

k. Use of condensate steam/water in boiler for power generation.

l. Air compressor with latest technology is installed to reduce power consumption at low load mode.

m. Additional air dryers provided in compressor air system to avoid zero moisture to Sortex machines. Compressor air pipe lines are changed with Aluminum pipes to maintain the quality of air entering Sortex machines.

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n. Captive husk based co-generation of power, reducing consumption from main grid utilization.

o. Usage of other biomass fuel like rice/paddy straw, wheat straw to reduce the consumption of rice husk.

p. Development of greenery all over the plant.

The above energy conservation measures would result in reduction in energy consumption and effectively saving in drawal of power from the State Grid upto 5 to 10%.

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

The company is contemplating to install solar power plant.

(iii) The capital investment on energy conservation equipments:-

Further energy conservation is planned through replacement of and modification of inefficient equipments and by providing automatic controls to reduce idle running of equipments.

(B) Technology Absorption:

(i) the efforts made towards technology absorption and;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

The Company is taking caring of latest developments and advancements in technology and all steps are being taken to adopt the same. The Process equipments installed in the plant are of from world class manufacturers with latest technology like Satake -Japan, Schmidt Seager – Germany, Shin Nippon Machinery Co. Ltd, Japan, Toyo Denki Power systems , Thermax, Sullair – US,ABB, Schneider, AREVA, Forbes Marshal etc. The company’s technical team is in process of exploring the opportunities & updating new technology for sophisticated equipments with latest technology.

(iii) Technology imported (imported during the last three years reckoned from the beginning of the financial year)- None

(a) the details of technology imported;N.A

(b) the year of import; N.A

(c) whether the technology been fully absorbed: Yes

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; N.A

(iv) the expenditure incurred on Research and Development: The company is yet to carry out R & D on product genes cultivation which could be predominantly back end process.

(C) Foreign Exchange Earnings and Outgo:

i) Export Activities/Initiatives to Increase Exports/Development of New Export Markets / Export Plans

EXPORT INITIATIVES 2014-15

During the period under review, your company focused on the export of PUSA basmati 1121 rice and exported rice amounting to Rs.696.24 million to Saudi Arabia and USA (previous year- Rs. 1157.95 million). Your company is very active in exploring the new markets.

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EXPORT PLAN FOR 2015-16 • Focus on existing international market for business growth • Explore the possibility of export to other international markets. • Opening of new overseas offices to improve customer touch points.

During the year under review, the earning on account of foreign exchange (export sale) was Rs.714.30 million (Previous year Rs. 1132.86 million), and the outgo in foreign exchange was Rs.237.31 million (Previous year - Rs.12.23 million).

Cost Auditors

The Board had appointed M/s Anil Sharma & Co., Cost Accountants, Chandigarh, as the Cost Auditors of the Company in accordance with Section 148 of the Companies Act, 2013 for the financial year 2014-15. But, as per Cost Audit Rules-2014, Cost Audit is not applicable to our company during 2014-15; so, Cost Audit Report for the year ended 31st March 2015 is not required. However, Cost Auditors’ Report for the period 31st March, 2014 was forwarded to the Central Government in pursuance of the provisions of the Companies Act, 2013.

Statutory Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Deposit from the public falling within the ambit of Section 73 of the Act and rules made thereof.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries.

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

6. The Company has in place a Prevention of Sexual Harrassment in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints committee has been set up to redress, complaints received regarding sexual harrassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harrassment.

Acknowledgement

Directors wish to convey their sincere appreciation for the co-operation and excellent assistance the company has received from Banks, central/state government(s) and various ministries, departments of the central/state government(s), dealers and valued business associates without which it would not have been possible to achieve all round progress and growth of the company. The Board also places on record its appreciation to shareholders for their continued trust and support. The Board also places on record its appreciation for the continuous patronage of the customers of the company.

For and on Behalf of the BoardSd/-

Place: Chandigarh Balbir Singh UppalDate: 13-08-2015 Chairman and Managing Director

DIN: 00064718

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Annexure-1

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with

rule 5 of Companies (Accounts) Rules, 2014)Statement containing salient features of the financial statement of

subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries (Rs. in millions)

Name of the subsidiary Punjab Greenfield Resources Ltd

Lakshmi Green Power Ltd

Green Energy and Foods Pte Ltd

Reporting period 31.03.2015 31.03.2015 31.03.2015Reporting currency INR INR Singapore $Exchange rate as on the last date of the Financial year

- - 1 SGD=Rs.45.56

Share capital 108.00 10.00 0.00* Reserves & surplus 295.78 (0.11) (0.22)Total assets 1,365.40 9.90 0.00 Total Liabilities 1,365.40 9.90 0.00 Investments 19.49 Nil Nil Turnover 818.96 Nil Nil Profit before taxation (107.00) (0.01) (0.01)Provision for taxation 0.31 Nil Nil Profit after taxation 106.69 (0.01) (0.01)Proposed Dividend Nil Nil Nil% of shareholding 100% 75% 100%

* 1 SGD

Notes: 1. Lakshmi Green Power Limited and Green Energy and Foods Pte Ltd, Singapore, are yet to start operations.2. Pan Gulf Foods and Industries FZCO, Jebel Ali , Dubai, UAE could not commence its operations and the process of

Winding up and de- registration and lease & license termination has been done in May 2015.

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Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:

Not Applicable (as the company has no associate company or joint venture)

Name of associates/Joint Ventures - - -Latest audited Balance Sheet Date - - -Shares of Associate/Joint Ventures held by the company on the year end - - -No. - - -Amount of Investment in Associates/Joint Venture - - -Extend of Holding% - - -Description of how there is significant influence - - -Reason why the associate/joint venture is not consolidated - - -Net worth attributable to shareholding as per latest audited Balance Sheet - - -Profit/Loss for the year - - -• Considered in Consolidation - - -• Not Considered in Consolidation - - -

(BALBIR SINGH UPPAL) (V.K.MISHRA) Chairman & Managing Director Director DIN:00064718 DIN:00174380

(AJAY K. RATRA) (SUKHDEEP SINGH) (P.C.JAIN)Company Secretary Chief Financial Officer Internal Auditor

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Annexure-2

Annual Report on CSR activities

1. A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

Lakshmi Energy and Foods Limited (LEAF) believes in corporate excellence and social welfare. This corporate philosophy is the force for integrating Corporate Social Responsibility (CSR) into company’s values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, LEAF has a value system of giving back to society and improving life of the people and the surrounding environment. The Company’s CSR initiatives are inspired by the opportunity to contribute to a more secure and sustainable future. LEAF believes that the corporate strategy which embraces social developments as an integral part of the business activities ensure long term sustainability of business enterprises. With this belief, the Company is committed to make substantial improvements in the social framework of the nearby community. Looking at the social problems which the country faces today, the contribution by any corporate may look tiny. However, we believe that every such contribution shall bring a big change in our society.

LEAF will implement CSR programmes through Company personnel, or through external implementing agencies, and ensure proper governance, monitoring and reporting thereof.

The policy is available on the Company’s website: www.lakshmigroup.in at http://lakshmigroup.in/downloads/Corporate Social Responsibility Policy.pdf

2. The Composition of the CSR Committee.



2. Mr. Nirdosh Bali, Independent director - Member

3. Mr. Kanwaljit Singh Jolly, Independent director - Member

Mr.V.K.Mishra has been inducted as member of CSR committee w.e.f 29th May, 2015 in place of Mr. Kanwaljit Singh Jolly who has resigned as Director wef 1st April 2015.

3. Average Net Profit of the Company for last three Financial Years

FY 2012–14 (18 months) - Loss Rs.196.76 millions

FY 2011–12 - Profit Rs.8.94 millions

FY 2010–11 - Profit Rs.40.20 millions

Average for last three Financial Years - Loss Rs. 49.21 millions

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Nil

Since average of three financial years is loss i.e negative figure; So, 2% of the same is also a negative figure. Thus, prescribed CSR expenditure as per rules is NIL.

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5. Details of CSR spent during the financial year.

a) Total amount to be spent for the financial year: NIL

b) Amount unspent, if any : N.A

c) Manner in which the amount spent during the financial year is detailed below.

The prescribed expenditure on CSR as per rules is NIL. However, the company has spent an amount of Rs.1.22 million on charity and donation which includes helping the needy students for education and supply of food items to various charitable institutions.

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

In view of point no.4 above, this point is not applicable.

However, during the year, the Company has created a robust plan and monitoring mechanism, which will ensure that its CSR initiatives are sustainable and truly beneficial to the society in the long run. As such, the work is proposed to be initiated on few programmes and pre-work activities have also been detailed out for most of the initiatives. During the next financial year the Company intends to spend on CSR.

7. This is to confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

S/d- Sd/- Balbir Singh Uppal V.K.Mishra Chairman & Managing Director Director

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Annexure-3

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,The Members,Lakshmi Energy and Foods LimitedS.C.O 18-19, 1st Floor,Sector 9-D, Chandigarh- 160017

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by LAKSHMI ENERGY AND FOODS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the LAKSHMI ENERGY AND FOODS LIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by LAKSHMI ENERGY AND FOODS LIMITED (“the Company”) for the financial year ended on March 31, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009- Not applicable as the company has not issued any securities during the financial year under review.

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d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999- Not applicable as the company has not granted any options to its employees during the financial year under review.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable as the company has not issued any debt securities during the financial year under review.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not applicable as the company has not delisted any securities from any stock exchange during the financial year under review.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not applicable as the company has not bought back any of its securities during the financial year under review.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India- Not notified hence not applicable for the audit period.

b) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and Bombay Stock Exchange Limited, Ludhiana Stock Exchange Limited and Delhi Stock Exchange Limited;

During the period under review the Company has generally complied with the provisions of the act, rules, regulations, guidelines, standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. All decisions are carried through majority while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

4. The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers and taken on record by the board of directors in their meeting(s), I am of an opinion that:

1. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

2. On examination of the relevant documents and records, on test check basis, the company has complied with the following laws specifically applicable to the company:

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a) The Indian Electricity Act, 2003 and Indian Electricity Rules, 2005.

b) The Boilers Act, 1923

c) The Petroleum Act, 1934.

d) Food Safety and Standards Act, 2006

e) Essential Commodities Act, 1955

I further report that:

1. TherewasadelayinfilingformMGT-14fortheBoardResolutiondated30.05.2014approvingtheDirectors’Reportfortheyear2013-14.Thesameisfiledbeyondaperiodof300daysfromtheeventdate.

2. There is a delay in compliance under Section 184(1) of the Companies Act, 2013. The disclosure of interest from the directors hasbeentakenintheSecondmeetingoftheboarddated30.05.2014insteadofthefirstmeetingon11.04.2014.

I further report that during the audit period,

1. The company passed a Special Resolution under Section 14(1) of Companies Act, 2013 amending its Articles of Association in compliance with the provisions of Companies Act, 2013.

Apart from the instance stated above, there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the members in pursuance to Section 180 of Companies Act, 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

For A. ARORA & COMPANY

Sd/- AJAY K. ARORA

(Proprietor)Place: Chandigarh FCS No. 2191Date : 12.08.2015 C P No.: 993

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

Directors’ Report


Annexure-A

To,The Members,Lakshmi Energy and Foods LimitedS.C.O 18-19, 1st Floor,Sector 9-D,Chandigarh- 160017

Our report of even date is to be read along with this letter.

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

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

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

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

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

For A. ARORA & COMPANY

Sd/- AJAY K. ARORA

(Proprietor)Place: Chandigarh FCS No. 2191Date : 12.08.2015 C P No.: 993

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Annexure-4

A. Detail pertaining to remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014:

Sr.No. Requirements of Rule 5(1) Details

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Mr.Balbir Singh Uppal, CMD 114.81

Mr.Janak Raj Singh, JMD 57.41

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Mr.Balbir Singh Uppal, CMD Nil

Mr.Janak Raj Singh, JMD Nil

Mr.Sukhdeep Singh, CFO Nil

Mr.Ajay K. Ratra, CS Nil

(iii) the percentage increase in the median remuneration of employees in the financial year;

8.88%

(iv) the number of permanent employees on the rolls of company; 287 employees as on 31-03-2015

(v) the explanation on the relationship between average increase in remuneration and company performance;

The company’s turnover decreased by 50.01 % during the year on annualized basis while the increase in median remuneration was 8.88%.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Remuneration of the Key managerial personnel is in line with the performance

(vii) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Details 31.03.2015 31.03.2014

Market Capitalization

Rs. 60.51 Crores

Rs.150.93 Crores

PE ratio -17.5 -0.45

Share Price (NSE) Rs.9.10 Rs.22.70

The company’s last preferential allotment of shares was on 05-07-2013 at price of Rs.22/- per share. There is 58.6% decrease in price of share as on 31-03-2015 compared with the price of shares at which last preferential allotment was made.

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

There was no increase in the salaries of employees of managerial and non-managerial personnel.

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

The remuneration of Key Managerial Personnel is in line with the performance of Company, agreed parameters for variables incentive and the industry standards.

(x) the key parameters for any variable component of remuneration availed by the directors;

There is no variable component of remuneration availed by the directors

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

The Chairman & Managing Director (CMD) is the highest paid director.No employee received remuneration higher than CMD..

(xii) affirmation that the remuneration is as per the remuneration policy of the company.

Remuneration paid during the year is as per the Remuneration Policy of the Company.

Directors’ Report


B. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name Age (Yrs.)

Designation(Nature of Duties)

Gross Re-muneration (Rs.)

Qualifi-cation

Experience(Years)

Shareholding(in %age)

Date of Employ-ment

Last Employ-ment

Mr. Balbir Singh Uppal

61 Chairman and Managing Director(Overall management of the affairs of the company)

1,20,00,000 Privately educated

43 24.33 20.07.1990 -

Mr. Janak Raj Singh 43 Joint Managing Director(Overall management of the affairs of the company)

60,00,000 Graduate 22 4.74 30.04.1992 -

Notes:

1. Information has been furnished on the basis of employees employed throughout the financial year, who were in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 60,00,000 per annum and those employed for the part of the financial year, were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Rs. 5,00,000 per month. There was no person employed either throughout the financial year or part thereof, who was holding either by himself or alongwith the spouse and dependent children 2% or more of the shares of the company and drawing remuneration in excess of the remuneration drawn by the Managing director or whole time director.

2. All are permanent employees, and are governed by letter of employment.

3. Remuneration includes salary, commission, other allowances, payments and expenditures incurred on perquisites and company’s contribution to Provident/Superannuation/Gratuity Funds, if any.

4. Mr. Balbir Singh Uppal, Chairman and Managing Director is father of Mr. Janak Raj Singh, Joint Managing Director. None of the other employees is a relative of any director of the company.

Directors’ Report

27

Annexure-5

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:1 CIN L00000CH1990PLC0105732 Registration Date 20-07-19903 Name of the Company Lakshmi Energy and Foods Limited4 Category/Sub-category of the

CompanyPublic Company(Limited by Shares)

5 Address of the Registered office & contact details

S.C.O. 18-19, Ist Floor,Sector 9-D, Madhya Marg, CHANDIGARH-160017, INDIA. Tel : +91 172 2740352 Fax : +91 172 2743057

6 Whether listed company Yes7 Name, Address & contact details

of the Registrar & Transfer Agent, if any.

Beetal Financial & Computer Services (P) Ltd Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi 110 062 Phoen:011-2996 1281 Fax: 011-2996 1284 Email: [email protected] website:www.betalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No.

Name and Description of main products / services

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

1 Rice 10612 92.95%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESS. No.

Name and address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1 Punjab Greenfield Resources Limited

U15141CH2007PLC030685 Subsidiary 100% 2(87)(ii)

2 Lakshmi Green Power Limited

U40101CH2010PLC031959 Subsidiary 75% 2(87)(ii)

3 Green Energy and Foods Pte. Ltd, Singapore

201009752W (Singapore Regn. No.)

Subsidiary 100% 2(87)(ii)

Directors’ Report


IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding Category of Share-holders

No. of Shares held at the beginning of the year [As on 31-March-2014]

“No. of Shares held at the end of the year [As on 31-March-2015]”

% Change

dur-ing the

year

Demat Physi-cal

Total % of Total

Shares

Demat Phys-ical

Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 21,140,730 21,140,730 31.80% 21,140,730 21,140,730 31.80% 0.00%

b) Central Govt - 0.00% - 0.00% 0.00%

c) State Govt(s) - 0.00% - 0.00% 0.00%

d) Bodies Corp. 13,725,000 13,725,000 20.64% 13,725,000 13,725,000 20.64% 0.00%

e) Banks / FI - 0.00% - 0.00% 0.00%

f) Any other - 0.00% - 0.00% 0.00%

Sub Total (A) (1) 34,865,730 - 34,865,730 52.44% 34,865,730 - 34,865,730 52.44% 0.00%

(2) Foreign

a) NRI Individuals - 0.00% - 0.00% 0.00%

b) Other Individuals - 0.00% - 0.00% 0.00%

c) Bodies Corp. - 0.00% - 0.00% 0.00%

d) Any other - 0.00% - 0.00% 0.00%

Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%

TOTAL (A) 34,865,730 - 34,865,730 52.44% 34,865,730 - 34,865,730 52.44% 0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds 76,340 76,340 0.11% - 0.00% -100.00%

b) Banks / FI 270,983 270,983 0.41% 285,483 285,483 0.43% 5.35%

c) Central Govt - 0.00% - 0.00% 0.00%

d) State Govt(s) - 0.00% - 0.00% 0.00%

e) Venture Capital Funds - 0.00% - 0.00% 0.00%

f) Insurance Companies - 0.00% - 0.00% 0.00%

g) FIIs 6,974,732 6,974,732 10.49% 4,212,839 4,212,839 6.34% -39.60%

h) Foreign Venture Capital Funds

- 0.00% - 0.00% 0.00%

i) Others (specify)HUF 552,446 1,000 553,446 0.83% 690,944 1,000 691,944 1.04% 25.02%

Sub-total (B)(1): 7,874,501 1,000 7,875,501 11.84% 5,189,266 1,000 5,190,266 7.81% -34.10%

2. Non-Institutionsa) Bodies Corp.

i) Indian 6,577,081 33500 6,610,581 9.94% 6330274 33500 6,363,774 9.57% -3.73%

ii) Overseas - 0.00% - 0.00% 0.00%

b) Individuals

Directors’ Report

29

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2014]

“No. of Shares held at the end of the year [As on 31-March-2015]”

% Change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

ii) Individual sharehold-ers holding nominal share capital in excess of Rs 1 lakh

3,114,006 3,114,006 4.68% 3570035 3,570,035 5.37% 14.64%

c) Others (specify)

Non Resident Indians 1,224,026 1,224,026 1.84% 1621566 1,621,566 2.44% 32.48%

Overseas Corporate Bodies

- 0.00% - 0.00% 0.00%

Foreign Nationals - 0.00% - 0.00% 0.00%

Clearing Members 392,416 392,416 0.59% 209705 209,705 0.32% -46.56%

Trusts - 0.00% - 0.00% 0.00%

Foreign Bodies - D R - 0.00% - 0.00% 0.00%

Sub-total (B)(2):- 21,932,773 1,815,996 23,748,769 35.72% 24,637,008 1,796,996 26,434,004 39.76% 11.31%

Total Public (B) 29,807,274 1,816,996 31,624,270 47.56% 29,826,274 1,797,996 31,624,270 47.56% 0.00%

C. Shares held by Custodian for GDRs & ADRs

- 0.00% 0.00% 0.00%

Grand Total (A+B+C) 64,673,004 1,816,996 66,490,000 100.00% 64,692,004 1,797,996 66,490,000 100.00% 0.00%

(ii) Shareholding of Promoter

S.No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share-holding during

the year

No. of Shares % of total Shares of the com-

pany

% of Shares Pledged/ encum-bered to

total shares

No. of Shares

% of total

Shares of the

company

% of Shares Pledged /encum-bered to

total shares

1 MR.BALBIR SINGH UPPAL 16,175,985 24.33% - 16,175,985 24.33% - 0.00%

2 MR.JANAK RAJ SINGH 2,993,645 4.50% - 2,993,645 4.50% - 0.00%

3 MRS.VIJAY LAXMI SOOD 1,971,100 2.96% - 1,971,100 2.96% - 0.00%

4 LOIL OVERSEAS FOODS LTD 988,000 1.49% - 988,000 1.49% - 0.00%

5 LOIL CONTINENTAL FOODS LIMITED

2,500,000 3.76% - 2,500,000 3.76% - 0.00%

6 GANESHAY OVERSEAS INDUSTRIES LIMITED

4,632,000 6.97% - 4,632,000 6.97% - 0.00%

7 LOIL HEALTH FOODS LTD 5,605,000 8.43% - 5,605,000 8.43% - 0.00%

34,865,730 52.44% 34,865,730 52.44%

Directors’ Report


(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

S. No.

Particulars Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total

shares

No. of shares

% of total shares

At the beginning of the year

Changes during the year 0.00% 0.00%

0.00% 0.00%

0.00% 0.00%

At the end of the year 0.00% 0.00%

There was no change in the share holding of Promoters

(iv) Shareholding Pattern of top ten Shareholders (OtherthanDirectors,PromotersandHoldersofGDRsandADRs):

S. No.

For each of the Top 10 shareholders Date Reason Shareholding at the beginning of the year


No. of shares

% of total shares

No. of shares

% of total shares

1 BANK MUSCAT S A O G A/C BANKMUSCAT INDIA FUND

At the beginning of the year 2,984,339 4.49% 2,984,339 4.49%


At the end of the year 2,984,339 4.49% 2,984,339 4.49%

2 DEWAN HOLDINGS PRIVATE LIMITED




3 INDIA MAX INVESTMENT FUND LIMITED




4 JAI BHARAT BUSINESS HOUSE PRIVATE LIMITED

At the beginning of the year 969,900 1.46% 969,900 1.46%


At the end of the year 969,900 1.46% 969,900 1.46%

5 AERIES INDIA PRIVATE LIMITED


Changes during the year 13-Jun-14 Transfer (117,616) -0.18% 713,957 1.07%

31-Oct-14 Transfer (50,000) -0.08% 663,957 1.00%


6 KANHAIYA LAL RATHI




7 GIRDHARILAL V LAKHI




Directors’ Report

31

8 MANISH LAKHI




9 JUDITH INVESTMENTS PRIVATE LIMITED

At the beginning of the year - 0.00% - 0.00%

Changes during the year 06-Feb-15 Transfer 100,000 0.15% 100,000 0.15%

13-Feb-15 Transfer 200,000 0.30% 300,000 0.45%


10 GENERAL INSURANCE CORPORATION OF INDIA




11 MORGAN STANLEY MAURITIUS COMPANY LIMITED


Changes during the year 16-May-14 Transfer (2,888) 0.00% 1,494,571 2.25%

23-May-14 Transfer (351,137) -0.53% 1,143,434 1.72%

30-May-14 Transfer (600,000) -0.90% 543,434 0.82%

06-Jun-14 Transfer (543,434) -0.82% - 0.00%

At the end of the year - 0.00% - 0.00%

12 MERRILL LYNCH CAPITAL MARKETS ESPANA S.A. S.V.


Changes during the year 20-Jun-14 Transfer (548,000) -0.82% 490,937 0.74%

30-Jun-14 Transfer (322,995) -0.49% 167,942 0.25%

04-Jul-14 Transfer (155,942) -0.23% 12,000 0.02%

11-Jul-14 Transfer (12,000) -0.02% - 0.00%

At the end of the year - 0.00% - 0.00%

(v) Shareholding of Directors and Key Managerial Personnel:

S. No.

Shareholding of each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year


No. of shares

% of total

shares

No. of shares % of total shares

1 MR. BALBIR SINGH UPPAL




2 MR. JANAK RAJ SINGH




3 MRS. VIJAY LAXMI SOOD




Directors’ Report


4 MR. I.S.Gumber




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

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebt-edness

Indebtedness at the beginning of the financial year

i) Principal Amount 85272.67 85272.67

ii) Interest due but not paid -

iii) Interest accrued but not due 789.06 789.06

Total (i+ii+iii) 86061.73 - - - 86061.73

Change in Indebtedness during the financial year

* Addition 7005.47 2051.00 9056.47

* Reduction

Net Change 7005.47 - 2051.00 - 9056.47

Indebtedness at the end of the financial year

i) Principal Amount 92102.80 2051.00 94153.80

ii) Interest due but not paid -

iii) Interest accrued but not due 964.40 964.40

Total (i+ii+iii) 93067.20 - 2051.00 - 95118.20

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Name Mr. Balbir Singh Uppal

Mr. Janak Raj Singh (Rs/Lac)

Designation CMD JMD1 Gross salary

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

120.00 60.00 180.00

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

-

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

-

2 Stock Option - 3 Sweat Equity - 4 Commission

- as % of profit- others, specify

- - -

5 Others, please specify - Total (A) 120.00 60.00 180.00 Ceiling as per the Act As per Act As per Act As per Act

Directors’ Report

33

B. Remuneration to other Directors

SN. Particulars of Remuneration Name of Directors Total Amount(Rs/Lac)

1 Independent Directors Mr. Nirdosh Bali

Mr. Kanwal Jit Singh Jolly

Mr. V.K Mishra

Fee for attending board committee meetings 0.35 0.35 0.25 0.95 Commission - Others, please specify - Total (1) 0.35 0.35 0.25 0.95

2 Other Non-Executive Directors - Fee for attending board committee meetings - Commission - Others, please specify - Total (2) - - - - Total (B)=(1+2) 0.35 0.35 0.25 0.95 Total Managerial Remuneration 180.95 Overall Ceiling as per the Act As per Act As per Act As per Act As per Act

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

SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount(Rs/Lac)

Name / Designation CFO CS1 Gross salary

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

12.00 16.20 28.20

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

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

-

2 Stock Option - 3 Sweat Equity4 Commission -

- as % of profit - - others, specify

5 Others, (reimbursement) 3.00 3.60 6.60Total 15.00 19.80 34.80

Directors’ Report


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Descrip-tion

Details of Pen-alty / Punish-ment/ Com-pounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANYPenaltyPunishment Not ApplicableCompoundingB. DIRECTORSPenaltyPunishment Not ApplicableCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishment Not ApplicableCompounding

Directors’ Report

35

ECONOMIC OVERVIEW

Global Economy

Global growth in 2014 was a modest 3.4 percent, reflecting a pickup in growth in advanced economies relative to the previous year and a slowdown in emerging market and developing economies. Despite the slowdown, emerging market and developing economies still accounted for three-fourths of global growth in 2014. Complex forces that affected global activity in 2014 are still shaping the outlook. These include medium- and long-term trends, such as population aging and declining potential growth; global shocks, such as lower oil prices; and many country- or region-specific factors, such as crisis legacies and exchange rate swings triggered by actual and expected changes in monetary policies. Overall, global growth is projected to reach 3.5 percent and 3.8 percent in 2015 and 2016, respectively, in line with the projections in the January 2015 World Economic Outlook (WEO) Update. Growth is projected to be stronger in 2015 relative to 2014 in advanced economies, but weaker in emerging markets, reflecting more subdued prospects for some large emerging market economies and oil exporters.

Medium-term prospects have become less optimistic for advanced economies, and especially for emerging markets, in which activity has been slowing since 2010. At the same time, the distribution of risks to global growth is now more balanced relative to the October 2014 WEO, but is still tilted to the downside. A greater boost to demand from oil prices is an important upside risk, while on the downside, the most salient risks identified in the October 2014 WEO remain relevant, including those related to geopolitical tensions, disruptive asset price shifts in financial markets, and, in advanced economies, stagnation and low inflation. In this setting, raising actual and potential output continues to be a general policy priority. In many advanced economies, accommodative monetary policy remains essential to support economic activity and lift inflation expectations. There is also a strong case for increasing infrastructure investment in some economies, and for implementing structural reforms to tackle legacies of the crisis and boost potential output. In many emerging market economies, macroeconomic policy space to support growth remains limited. But in some, lower oil prices will help reduce inflation and external vulnerabilities, thereby reducing pressure on central banks to raise policy interest rates. Structural reforms to raise productivity, with a varied agenda across countries, are of the essence to sustain potential output.

Indian Economy

India’s macro-economic prospects have strengthened and the country is best positioned to see consistent growth, going economic rebound with reforms and has unveiled a new statistical method to calculate the national income with a broader framework, hence the GDP touched 7.4% in FY 2014-15.

The stable government at Centre has created a promising environment and the industry is eagerly waiting for the bold policy decisions and implementation of the plans for revival of manufacturing and general climate for investment. The subdued prices of oil globally is helping the central government in restricting inflation and provides more room for fiscal consolidation. On account of increased economic activity and greater stability, The World Bank projects India’s GDP to expand to 7.5% per cent in the current fiscal of 2015-16. This progress has come on the back of gradually improving performance in the industrial landscape, stable growth in the services sector and a resilient moderating and both fiscal and current account deficits are now narrowing down. The government’s policy initiatives are certainly in the right direction. According to the Government of India’s latest Economic Survey, the share of stalled government projects as a proportion of GDP is declining. In the next one or two years, a uniform Goods and Services Tax (GST) across India and enhanced focus on federalism are expected to create even stronger multipliers of growth across the economy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


INDUSTRY STRUCTURE, DEVELOPMENTS & OUTLOOK

Food Grain/Paddy/Rice

The 2015 paddy season is already well advanced south of the equator and approaching a critical period in the northern hemisphere, where climatic conditions, rainfall in particular, in July and August will very much influence yields of the main crops, but also the amount of water in reservoirs that will be available for the cultivation of the mostly irrigated secondary crops. Based on available information on plantings and climatic predictions for the coming months, FAO has downgraded its April forecast for global paddy production in 2015 by about 0.7 million tonnes to 749.1 million tonnes. The revision mainly takes account of adverse weather conditions in several countries, in the form of belated arrival and insufficient rainfall, often associated to the prevalence of an El Niño anomaly and its likely persistence until early next year. In absolute terms, the countries most affected by the downgrading of prospects were India, the Democratic Republic of Korea, Nepal, the Philippines, Thailand and Viet Nam. Outside Asia, crop forecasts were lowered substantially for the United States, but also Cuba. Only part of the downward revisions was compensated by improved output expectations, especially for China, Indonesia and Pakistan, but also Argentina, Brazil, Chad, Mozambique, Peru, Senegal and Uruguay. At 749.1 million tonnes (499.3 million tonnes, milled), global paddy production in 2015 is forecast to stage a 0.9 percent (7.3 million tonnes, paddy) recovery from 2014, a season impaired by low precipitation and other climatic setbacks. The increase would mainly stem from growth in Asia, where paddy production may approach 678 million tonnes, 1.1 percent more than last year.

As per FAO, global rice trade in calendar 2015 will be 42.0 million tonnes (milled basis). Forecasts of global rice utilization in 2015/16 is stated to be 507.2 million tonnes (milled basis). International rice export prices continued to soften in the second quarter of 2015, as reflected by the FAO All Rice Price Index (2002-2004=100) falling 3 percent below March values to 213 points in June.

FAO has tentatively lowered by 3.0 million tonnes India’s production forecast to 155.2 million tonnes (103.5 million tonnes, milled basis), which would imply an only small increase over an already reduced 2014 crop of 153.8 million tonnes (102.5 million tonnes, milled basis).

If the probability of deficient monsoons does not cast a negative spell on Indian summer crops and rice production stays around 103 million tonnes (MT), India can again maintain top rank in world rice trade by shipping out about 12 MT in 2015-16. An adverse export performance by India can rattle worldwide rice trade with extreme volatility and exorbitant prices.

India has been top exporter in global rice trade of about 42 MT by averaging 10.5-11 MT (25% of world trade) annually during the last four years (since 2011). The sustainability in rice exports—the only one with a competitive-edge internationally as compared to other Indian agro commodities—is the resultant outcome of a combination of external factors, dynamics of domestic market, hybridisation of paddy, and efficient execution of contracted business both form east and west coast ports of India. Thailand has been trailing India by a small margin in the last two years, while India is also exposed to competition from Vietnam, Pakistan, Myanmar and Cambodia. India primarily caters to the Middle East and Africa for non-Basmati and the EU and the US for Basmati variety.

COMPANY OVERVIEW & ROLE

Lakshmi Energy and Foods Limited, one of the largest producers of rice and is in the business of agro processing and grain marketing and electricity power generation. Having come a long way since its inception in 1981, company’s presence is all pervasive starting from grass root level of farmers, Mandi yards through representatives, procurement, transportation, warehousing, paddy processing, generating other by-products like rice bran oil, de-oiled cakes and using husk for power plant.

Management Discussion and Analysis Report

37

Company is direct motivation for group of farmers to grow quality paddy. As the company has not only been traditional procuring paddy from them but playing important role in cultivation and guiding on seed through expert groups. Company’s representatives are present at all procurement stages, even in market to effectively liaison with concerned agencies. Hence, the process of right from seeds to “consumer plate” is efficiently managed. Even we arrange our transport & logistics services for warehousing.

The company’s plant, one of the largest and most modern paddy processing units in the world, is spread across 125 acres (approx) and situated along the Chandigarh-Ludhiana National Highway, at Khamanon, Punjab, India. The plant has state-of the-art machinery, custom-picked from all across the globe, including Japan, Germany, USA and Denmark. All stages of operation of the plant are fully automatic and controlled by PLC. Our Industry is integrated with exclusive and specialized Plants for production of Raw Rice, White Sella Rice, Golden Sella Rice and Steamed Rice. The grains are not subject to even a slight human touch throughout the process. Company has about 1.20 Million MT per annum paddy processing capacity complemented by over 500000 MT covered storage capacity in addition to 500000 MT of open storage. The company also has its own logistics and handling set up.

For over 3 decades, the company has been known for its finest quality of rice, even when it was in wholesale non-basmati category and now for its Pusa 1121 basmati rice. The Pusa 1121 Basmati Rice has been well accepted in the Middle East countries (including Saudi Arabia) and USA which are major buyers of Indian Rice.

The Company offers related products in value chain of Rice supply chain from paddy to rice, rice to rice bran edible oil, de oiled cake, and eco-friendly ‘Green Power’ generated from rice husk. The rice bran edible oil, which is an excellent medium for cooking, is one of the best one can find, especially because of its fat-reducing qualities. The ‘Green Power’ generated from rice husk, a waste by-product, is also one of the cleanest varieties of power.

Company’s packaging is through fully automatic plant using the latest technology in tamper-proof bags, meeting the strictest of international standards in packaging, ensuring unmatched long lasting quality, purity, aroma and taste. Company’s products are also widely acclaimed and preferred for their unmatched, inherent and intrinsic nutritional values, health traits.

The company is “TRADING HOUSE” certified by the office of the “Joint Director General of Foreign Trade”, Ministry of Commerce and Industries, Government of India.

Biomass power

In this system, biomass, bagasse, forestry and agro residue & agricultural wastes are used as fuel to produce electricity. Biomass power plants in India are based mostly on agricultural wastes. Gasifier-based power plants are providing a great solution for off-grid decentralized power and are lighting homes in several Indian states. While for providing grid-based power 8-15 MW thermal biomass power plants are suitable for Indian conditions.

Energy from biomass is reliable as it is free of fluctuation unlike wind power and does not need storage to be used in times of non-availability as is the case with solar. Still it is not the preferred renewable energy source till now, the primary reason that may be cited is the biomass supply chain. Biomass availability is not certain for whole year. Biomass from agriculture is available only after harvesting period which can stretch only for 2-3 months in a year. So there is a need to procure and then store required quantity of biomass within this stipulated time.

Some of the Indian states leading the pack in establishing biomass-based power supply are Karnataka, Andhra Pradesh, and Maharashtra. Ironically, states having agricultural-based economy have not properly been able to utilize the opportunity and figure low on biomass energy utilization. Only Uttar Pradesh has utilized large part of the biomass potential in north



Indian States and that is mainly due to the sugarcane industry and the co-generation power plants. Interestingly Punjab and Haryana don’t have much installed capacity in comparison to potential even though tariff rates are more than Rs. 5 per unit, which are better than most of the states. This can be attributed to the fact that these tariffs were implemented very recently and it will take time to reflect the capacity utilization.

The electricity generation could be cheaper than coal if biomass could be sourced economically. Biomass power plants are not able to run power plants solely on biomass economically which can be attributed to:

• Biomass price increases very fast after commissioning of power project and therefore government tariff policy needs an annual revision

• Lack of mechanization in Indian Agriculture Sector

• Defragmented land holdings

• Most of the farmers are small or marginal

The company has also realized its dream of producing “green energy” from husk / biomass by setting up biomass based power plant of 30 MW capacity. The company has not been selling electricity/power in Open Access as power prices are not remunerative. The company had entered into a Power Purchase Agreement in March, 2013 with Punjab State Power Corporation Limited (PSPCL) for a period of 20 years to supply electricity/power. However, the company is operating and generating power and steam for captive consumption mainly and the surplus electricity/power is sold to PSPCL.

OPPORTUNITIES & THREATS

Opportunities

Rice is the most important staple food for a large part of the world’s human population. There is growing demand for rice from both the international and domestic market. As consumers, both in India as well as globally, become more perceptive and conscious about food quality, the use of Basmati Rice is growing at a much higher rate than non-basmati rice. With the change in life style, mindset and preferences of the people, the demand for packaged rice and rice bran oil is also growing. The proliferation of modern retailing has helped fuel the consumption of a higher quantum of branded products, as Indian consumers are fast embracing the mall culture and organized retail. This offers an attractive channel for the Company to augment its branded sales of basmati rice in the domestic market. There is an immense opportunity unfolding for our company as more and more consumers are migrating from unbranded to branded rice and from economy brands to premium brands. The Company also stands to benefit immensely due to huge popularity and demand for Pusa 1121 basmati.

Threats

Downturn in the global economy adversely impacting export plans, growing competition from other companies operating in similar segment, the Government policies in relation to procurement of paddy/rice and their pricing for the Public Distribution System would likely to have impact on the company in as much as the rice industry in general. However, the large production capacity of the company including by-product processing, Large storage and warehousing, Company’s growing distribution networks both in the Export Markets and Branded Packaged Basmati Rice in Domestic Markets will mitigate potential risks to the Company.


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Expansion & Modernization by LEAF

During the period under review, the company has taken the following measures for expansion/modernization:

• To improve the quality and implement the quality surveillance requirements, the Company has added Sortex Unit with in the works at Khamanon.

• To improve the efficiency of various departments, there was a need to build a new administration block at the works at Khamanon. The Company has started building state of art modern office to meet the current and future need of the administration office.

SEGMENT-WISE/PRODUCT-WISE PERFORMANCE

The Company is in business of agro processing, grain marketing and electricity power generation. The Company is primarily engaged in the handling, storage and transportation of food grains. In the process, the prime motive is to preserve and store the food grains. Warehousing infrastructure and packing plays key role in process efficiency and profitability as also earn tax benefits under the tax laws.

Your company’s USP is excellent quality, strategic procurement & marketing and increasing export base. Your company’s presence is all pervasive starting from grass root level of farmers, mandi yards through representatives, procurement, transportation, warehousing, paddy processing, generating other by-products like rice bran oil, de-oiled cakes and using husk for power plant.

During the year ended 31st March, 2015, segments wise revenue of two business segments viz; Agri-based and Energy are as follows:

Agri-based business: Rs.6313.14 millions Energy Division: Rs.428.83 millions Inter-segment revenue Rs.579.53 millionsNet Revenue Rs.6162.44 millions

Secondary Segment (Geographical) (Rs.in millions)

Agri-based EnergyIndia 1295.23 92.06Deemed Export 4053.61 -Rest of World 721.52 -

The company has not been selling electricity/power in Open Access as power prices were not remunerative. However, the company is operating and generating power and steam for captive consumption and also selling surplus electricity/power to Punjab State Power Corporation Limited (PSPCL).

Rice continues to be the dominant product of our Company followed by other by-products like Rice Bran Oil and De-Oiled Cake.



Break-up of Revenue from Operations

Revenue From Operations Rs.in millions - Food Grains 5728.27 - Traded Goods 236.98 - Power 92.06 - Rice Bran & Oil 38.54 - Others 66.57TOTAL 6162.44

OUTLOOK

As regards our company, the focus area has been the production of Non-Basmati Rice and Pusa 1121 Basmati Rice for exports & for strengthening our branded “Lakshmi Foods” Pusa 1121 Basmati Rice in the Indian Market. The company has appointed C&F Agents and Distributors in many parts of India for distribution of “Lakshmi Foods” brand Pusa 1121 Basmati Rice in more than 30 variants.

To strengthen its performance, positioning and profitability in the competitive Basmati and rice industry, the Company intends to scale up capacity utilization, enhance margins by deriving higher realizations from byproducts; optimizing power consumption through its captive husk-based power plant, explore and add new emerging and fast growing markets in the international space to derive exports revenues.

RISKS & CONCERNS

Supply of food grains is affected by many external factors such as climatic conditions and the current harvesting or peak season. Bumper crops pull down prices while poor production reflects in high prices. Besides this, Economic slowdown and government policies/regulations play a significant role in determining prices and demand for the food grains. A substantial portion of our revenues come from exports to the overseas markets. Any change in the socio-economic environment in those markets may impact our business. Rice being a primary staple in the country, any change in government policies to export and any adverse fluctuation in the exchange rate may also impact our business and profitability.

RISK MITIGATION

The Company maintains a healthy stock to ensure continuous paddy production and supply. Moreover, in a short supply situation the yield goes up with rising prices and sets off the impact of fall in stocks to some extent. Our strategy of evenly balancing the revenue mix between exports and domestic sales is also aimed at mitigating the export risk in adverse times. We also regularly undertake several initiatives to penetrate in new geographies. We have countered the risk of increasing competition in the domestic market, by increasing operations in the premium branded rice segment. In order to understand the fast changing and evolving expectations of consumers from our brand, we will continue to make significant investments towards tracking consumer’s behavior and respond with their expectations from the brand. The Company’s business is also exposed to other operating risks, which are mitigated through regular monitoring and corrective actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has


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been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The company is successfully running SAP ERP system. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

HUMAN RESOURCE DEVELOPMENT

The Company’s Human Resource philosophy is to identify the attitude, aptitude of each employee, provide motivation to them and place them in a position where they can contribute to the growth and performance of the Company to the best of their ability. The Company provides to the staff healthy environment and maintains cordial relations with the employees. The company treats the people as the most valuable asset and has a system of performance appraisal and career development. Steps have also been undertaken towards manpower rationalization through multi task training and job rotation.

The Company has ensured recognition of meritorious performance and achievements through timely rewards. Recognition is also in the form of increased responsibility and job enrichment. As on 31st March, 2015, there are 287 employees are on the roll of the Company.

POLLUTION AND ENVIRONMENT CONTROL

The Company continues to be compliant with applicable environment laws and regulations. The Company is generating power from biomass waste and is keeping the environment clean through control of pollutants.

Safety and health of people working in and around the premises of the Company continues to receive the highest importance from the management. Employees are continuously trained and coached in safety and are provided appropriate safety equipments.

CAUTIONARY STATEMENT

Statements intheManagementDiscussionandAnalysisdescribingtheCompany’sobjective,projections,estimates,expectationsmaybe“forward-lookingstatements”withinthemeaningofapplicablelawsandregulations.Actualresultscoulddiffermateriallyfromthoseexpressedorimplied.ImportantfactorsthatcouldmakeadifferencetotheCompany’soperationsincludeeconomicconditionsaffectingdemand/supplyandpriceconditionsinthedomesticandoverseasmarketsinwhichtheCompanyoperates/wouldoperate,changesintheGovernmentregulations,taxlawsandotherstatutesandotherincidentalfactors.

For and on Behalf of the Board

Sd/-Place: Chandigarh Balbir Singh UppalDate: 13-08-2015 Chairman and Managing Director



1. Company’s Philosophy on Corporate Governance

Corporate Governance practices enable a company to attract talent, maximize long-term shareholders’ value and preserve the interests of multiple stakeholders, including society at large. The company always embarked on good Corporate Governance echoing philosophy of high level of transparency and accountability in the functioning and conduct of business, ensuring regulatory compliance meeting its obligation towards customers, employees and shareholders and Society.

Being a value-driven organization, the company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on principles of good corporate governance viz. integrity, equity, transparency, fairness, disclosure, accountability and commitment to values.

The company fosters the culture in which high standards of ethical behaviour, individual accountability and transparent disclosure are ingrained in all its business dealings and shared by its board of directors, management and employees. The company has established systems and procedures to ensure that its board of directors is well-informed and well-equipped to fulfill its overall responsibilities and to provide the management with a strategic direction needed to create long term shareholder value.

The Securities and Exchange Board of India (SEBI) has specified certain mandatory governance practices, which are incorporated in Clause 49 of the Listing Agreement of Stock Exchange. The Company is committed to benchmark itself with the best standards of Corporate Governance, not only in form but also in spirit. This section, along with the section on ‘Management Discussion & Analysis’, constitute the Company’s compliance with Clause 49 of the Listing Agreement, entered into by the Company with BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’).

2. Board of Directors

Composition of the Board

The board of directors of the company has an optimum combination of Executive, Non-Executive and Independent directors. As on 31st March, 2015, the board of directors of the company consisted of 8 members. Two directors including Chairman are Executive; two are Non-Executive including 1 (one) Woman Director and four are Non-Executive Independent.

The details of directors with regard to their outside directorships, committee positions as well as attendance at meeting of the board of directors of the company / annual general meeting are as follows:

Director No. of theBoard Meetings

held

No. of theBoard Meetings

Attended

Whether last AGM Attended

No. of other Directorships

(excluding Lak-shmi Energy)

No. of Membership(s)/Chairmanship(s) ofBoard Committee of

other Companies

Executive Directors (excluding Private, Foreign & Sec 8

Companies)

Mr. Balbir Singh Uppal 8 8 Yes 9* Nil

Mr. Janak Raj Singh 8 8 Yes 7* Nil

Non-Executive Director 8

Mr. I. S. Gumber 8 1 No 1 Nil

Mrs. Vijay Luxmi 8 8 No Nil Nil

CORPORATE GOVERNANCE REPORT

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Non-Executive and Independent Directors

Mr. Amarjit Singh 8 8 Yes 1 Nil

Mr. Nirdosh Bali 8 4 Yes 2 Nil

Mr. Kanwal Jit Singh Jolly ** 8 3 Yes 2 Nil

Mr. V.K Mishra 8 3 Yes 3 Nil

* includes 2 companies incorporated outside India.** Ceased to be director w.e.f. 01-04-2015

Notes:

1. Mr. Balbir Singh Uppal is the father of Mr. Janak Raj Singh. Apart from these Directors none of the other Director is related to each other.

2. Mr. Balbir Singh Uppal, Mr. Janak Raj Singh and Mrs. Vijay Luxmi belong to Promoter Group.

3. As required by Clause 49 of the Listing Agreement, the disclosure about Memberships/Chairpersonships of the Audit Committee and Stakeholders Relationship Committee in the Public Companies (Listed and Unlisted) except Foreign Companies has been considered.

Board Meetings:

During the year ended 31st March, 2015, the board of directors of the company met 8 times on the following dates:

Date of the MeetingsApril 11, 2014May 30, 2014

August 12, 2014August 23, 2014

November 14, 2014February 13, 2015March 26, 2015March 30, 2015

Shareholding of Non-Executive Directors

Name of the Director Category No. of shares heldMrs.Vijay Luxmi Non-Executive Director 19,71,100Mr.I.S.Gumber Non-Executive Director 1,89,891

Apart from the above, none of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf of other person on beneficial basis) in the Company.

Decision and Direction

The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness. The agenda for the Board includes strategic review from each of the Board committee, a detailed analysis and review of annual strategic and operating plans and capital allocation and budgets.

CorporateGovernanceReport


The Board has also established Committees to discharge its responsibilities in an effective manner. Mr. Balbir Singh Uppal provides overall direction and guidance to the Company. In the operations and functioning of the Company, CMD and JMD are is assisted by Senior Leadership Team. Additionally, the Board reviews possible risks and risk mitigation measures, financial reports, Compliance Reports and business reports. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the Company’s future growth.

Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration (‘NR’) Committee, for appointment as Independent Directors on the Board. The NR Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the criteria set for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation and takes appropriate decision.

No Non-Executive and Independent Director of the Company served as an Independent Director in more than 7 (seven) Listed Companies. Further, none of the Non-Executive and Independent Director of the Company who is a Whole-Time Director in any Listed Company served as an Independent Director in more than 3 (three) listed companies.

None of the Directors on the Board is a Director in more than 10 (ten) Public Companies nor are they members in Committees of the Board in more than 10 (ten) Committees or Chairperson of more than 5 (five) Committees. Further, there are no pecuniary relationships or transactions between the Independent Directors and the Company other than the sitting fees drawn for attending the meetings of Directors.

Meeting of Independent Directors

The Independent Directors of the Company meet at least once in a year without the presence of the Executive Directors and other officials of the Company. During the FY 2014-15, one meeting of the Independent Directors of the Company was held on November 14, 2014. The meeting was attended by all the Independent Directors except Mr. Nirdosh Bali. The agenda of the meeting inter-alia includes:

• Review the performance of Non- Independent Directors and the Board as a whole;

• Review the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors;

• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

• Discuss matters pertaining to the Company’s affairs.

Familiarisation programme for Independent Directors

During FY 2014-15, the Board including all Independent Directors were explained about their roles, rights, responsibilities in the Company through detailed presentations on the changes in backdrop of the Companies Act, 2013 and Listing Agreement.

The Board including all Independent Directors was provided with relevant documents, reports and internal policies to enable them to familiarise with the Company’s procedures and practices from time to time besides regular briefing by the members of the Senior Leadership Team.


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The Familiarisation programme for Independent Directors is posted on the website www.lakshmigroup.in and can be viewed at the following link - http://lakshmigroup.in/downloads/FAMILIARIZATIONPROGRAMFORINDEPENDENTDIRECTORS.pdf.

Information Supplied to the Board of Directors of the Company.

The Board of Directors of the Company were supplied with all relevant information and supporting papers, which were required, to transact the business specified in the agenda of Meetings of the Board of Directors of the Company held.

Codes & Policies

The Company strives to conduct its business and strengthen its relationships in a manner that is dignified, distinctive and responsible. It adheres to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Accordingly, the following codes and policies were adopted to carry out duties in an ethical manner.

• Vigil Mechanism and Whistle Blower Policy

• Remuneration Policy

• Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions

• Corporate Social Responsibility Policy

• Policy on Material Subsidiaries

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

• Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders

• Code of Conduct

Apart from the above, the company has numerous other policies for the Company’s effective and efficient functioning. The said policies are either uploaded on the Company’s portal or otherwise communicated to all concerned.

Code of Conduct

The Company has laid down a Code of Conduct for all Board Members and senior management of the Company. The Code is available on the website of the Company i.e. www.lakshmigroup.in. The Code has been circulated to all the members of the Board and senior management and they have affirmed compliance with the Code as on 31st March, 2015. A declaration signed by the Chairman & Managing Director (CMD) to this effect is attached to the Annual Report.

Audits

M/s. SMPS & Co., Chartered Accountants, New Delhi, audits the Company’s accounts. The Company has an Internal Audit Mechanism that keeps check on internal controls, operating systems and procedures.

A dedicated team ensures that the Company conducts its businesses with high standards of legal, statutory and regulatory compliances. At the heart of our processes is the extensive use of technology. This ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of Financial Statements and Management Reports and ensures compliance with statutory laws, regulations and Company policies.



Meetings & Procedures

Frequency of meetings and Information Supplied

The company has a defined system of convening at least 4 pre-scheduled Board meetings annually. However as per the specific requirements additional Board meetings are also convened by giving appropriate notice. When it is not possible to convene a Board Meeting, resolutions are passed by way of circulation to meet the business exigencies or urgency of matters.

The Board is given presentations covering Finance, Sales, Marketing, overview of business operations of subsidiary Companies, global business environment, the Company’s business areas, including Business Opportunities and strategy and risk management practices, before taking on record the Company’s quarterly/annual Financial Results.

The Chairperson of the Board, CFO and Company Secretary, in consultation with other concerned members of Senior Leader Team, finalise the agenda for Board meetings. In addition to the regular business items, the following items/ information, if any, are placed before the Board to the extent applicable:

• Annual operating plans and budgets and any updates;

• Capital budgets and any updates;

• Quarterly results for the Company and its operating divisions or business segments;

• Minutes of meetings of Audit Committee and other Committees of the Board;

• Information on recruitment of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary;

• Show cause, demand, prosecution notices and penalty notices which are materially important;

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems, if any;

• Any material default in 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 judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company;

• Details of any joint venture or collaboration agreement;

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property;

• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations;

• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business;

• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material;

• Non-compliance of any regulatory, statutory or listing requirements and shareholders service, such as non-payment of dividend and delay in share transfer, among others, if any.

Information Material

The agenda and notes on agenda are circulated to Board in a defined format, in advance. Material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable


47

to attach any document to the agenda, it is tabled before the meeting, with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted with the approval of the Board, including the Independent Directors.

Minutes

The Company Secretary records minutes of proceedings of meeting of Board and Committee thereof. Draft minutes are circulated to Board/ Committee members for their comments. The minutes are entered in the Minutes Book well within the stipulated time, after considering the comments of Board.

The guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Committees thereof. Important decisions taken at Board/ Committee meetings are communicated promptly to the concerned departments/officials. Action-taken report (‘ATR’) on decisions/minutes of the previous meeting(s) is provided at the respective succeeding meeting of the Board/ Committee.

3. Audit Committee

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company’s financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

Composition

The constitution and terms of references and powers of the Audit Committee are as per the guidelines set out in the listing agreement (Clause 49) and the Companies Act, 2013.

As on 31st March, 2015, Audit Committee of the company comprises of three members, all are Non-Executive Independent Directors. The Chairman of the Committee is Mr Nirdosh Bali and other members are Mr. Amarjit Singh and Mr.V.K.Mishra.

During the year, Mr. I. S.Gumber ceased to be member of the Committee and Mr. V.K.Mishra was inducted as a Member of the Committee w.e.f. February 13, 2015.

The members of the Audit Committee have adequate knowledge in the field of finance, accounting, management and law.

Terms of Reference in brief

Financials

• Review of the quarterly/half-yearly/annual financial statements with reference to changes, if any in accounting policies and reasons for the same.

• Major accounting entries involving estimates based on exercise of judgment by management, adjustments, if any arising out of audit findings.

• Compliance with listing and legal requirements relating to financial statements, qualifications, if any in the draft audit report.

Internal controls and risk management

• Review of internal audit function and discussion on internal audit reports.

• Review of vigil mechanism and above all adequacy of internal control systems.

• Review of risk management policies especially enterprise level risk management.



Compliance and other related aspects

• Disclosure of related party transactions and subsequent modifications, if any.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the company.

• Uses/application of funds raised through an issue, if any.

• Review and recommendation of appointment, remuneration and terms of appointment of statutory auditors.

• Review of other services rendered by the statutory auditors.

• Review of the management discussion and analysis of the financial conditions and results of operations, significant related party transactions, management letters issued by statutory auditors, internal audit reports.

The Audit Committee also looks into the matters as are specifically referred to it by the Board of Directors besides looking into the mandatory requirements of the Listing Agreement and provisions of Section 177 of the Companies Act, 2013.

Meetings and Attendance

During the year ended 31st March, 2015, Five Audit Committee Meetings were held and the time gap between any two meetings did not exceed more than four months.

Date of the MeetingsApril 11, 2014May 30, 2014

August 12, 2014November 14, 2014February 13, 2015

The attendance of members of the Audit Committee at these Meetings is as follows:

S. No. Director Category No. of Meetings1. Mr. Nirdosh Bali Chairman 52. Mr. Amarjit Singh Member 53. Mr. V.K.Mishra* Member 14. Mr. I.S.Gumber ** Member Nil

* Mr. V.K.Mishra inducted as Member w.e.f. 13th February, 2015 ** Mr. I.S.Gumber ceased to be Member w.e.f. 13th February, 2015

1. The Chairman of the Audit Committee was present at the Annual General Meeting of the company held on 24th September, 2014.

2. Finance head is the permanent invitee of the Audit Committee and the Statutory and Internal Auditors of the company are also invited to the Audit Committee Meetings.

3. Company Secretary acts as the Secretary of the Committee.


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4. Nomination and Remuneration Committee

In line with the Companies Act, 2013 / Clause 49 of the Listing Agreement requirements, the nomenclature and terms of reference of this Committee was changed during the year.

Composition

The Nomination and Remuneration Committee comprises of three directors namely Mr. Nirdosh Bali (non-executive independent director) - as Chairman, Mr Amarjit Singh (non-executive independent director) and Mrs. Vijay Luxmi (non-executive director) as members.

Terms of Reference

The role of the Nomination and Remuneration committee as set out in Clause 49 of the Listing Agreement and additional scope approved by the Board, inter-alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

5. Assessing and reviewing the performance of Senior/Top Management Employees of the Company and recommend their remuneration package as per Policy of the Company after considering the employment scenario, remuneration package of the industry and remuneration package of the managerial talent of other industries.

During the FY ended 31st March,2015, three meetings were held.

Date of the MeetingsAugust 12, 2014

November 14, 2014February 13, 2015

The attendance of members of the Nomination and Remuneration Committee at the Meeting is as follows:

S. No. Director Category No. of Meetings Attended1. Mr. Nirdosh Bali Chairman 22. Mr. Amarjit Singh Member 33. Mrs. Vijay Luxmi Member 3

The company is presently paying remuneration to Mr. Balbir Singh Uppal, the Chairman & Managing Director and Mr Janak Raj Singh, Joint Managing Director. Other than that, company is not paying remuneration to any other director. No significant material transactions have been made with the Non-Executive Directors vis-à-vis the Company.



Remuneration Policy

Nomination and Remuneration (‘NR’) Committee has formulated a policy for Directors’ Appointment and remuneration for Directors, Key Managerial Personnel (KMP) and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director including making payments, if any, to Non-Executive Directors.

The objective of this Remuneration Policy is to provide guidelines for fixation of the remuneration of the Directors, KMP and Senior Management Personnel of the Company to attract and retain the best talent for the growth and development of Company.

NR Committee takes into consideration the best remuneration practices being followed in the industry while fixing appropriate remuneration packages and to administer and superintend the long-term incentive plans.

Remuneration of Chairman, Managing Director, Whole Time Director

• At the time of appointment or re-appointment, the Chairman, Managing Director and Whole Time Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the respective Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder.

• The remuneration shall be subject to the approval of Members of the Company in General Meeting.

• The remuneration of the above said directors may be divided into fixed and variable component.

• The fixed compensation shall comprise salary, allowances, perquisites, amenities and retiral benefits. The variable component, if any, shall comprise of individual and company performance bonus.

• In determining the remuneration, the Nomination & Remuneration Committee shall consider the following:

- The relationship of remuneration and performance benchmarks is clear;

- Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

- Responsibility required to be shouldered by the above said Directors and the industry benchmarks and the current trends;

- The Company’s performance vis-à-vis the annual budget achievement and individual performance vis- à-vis the KRAs / KPIs.

Executive Directors are not entitled to sitting fees for attending meeting of directors.

The Nomination and remuneration committee will consider the performance against measurable parameters and also have subjective assessment of individual while fixation / revisions of remuneration.

Details of Remuneration paid to Executive Directors during the year ended 31st March 2015

Name of the Director Salaries, Allowances & Perquisites

(Rs. in million)

Commission, Bonus

Total Amount(Rs.in million)

Mr. Balbir Singh Uppal, CMD 12 NIL 12Mr. Janak Raj Singh, JMD 6 NIL 6


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Remuneration of Non Executive Directors

The remuneration of Non Executive Directors shall be finalised considering the following:

• They will be entitled to receive remuneration by way of sitting fees for attending meetings of the Board or its Committees at rates within the limits prescribed under the Companies Act, 2013 and rules made thereunder.

• Non Executive Directors do not participate in Board discussions which relate to their own remuneration.

• They receive reimbursement of reasonable expenses incurred in attending the Board, Committee and other adhoc meetings.

• Remuneration is paid subject to deduction of Income Tax at source and payment of applicable Service Tax.

During the year under review, the Non Executive Directors of the Company were paid sitting fees as under:

Name of the Director Sitting Fees (Rs. in million)Mr. Nirdosh Bali 0.035

Mr. Kanwal Jit Singh Jolly 0.035Mr. V.K Mishra 0.025

Remuneration of Key Management Personnel (KMP) /Senior Management Personnel (SMP):

Key Managerial Personnel include Chief Financial Officer and Company Secretary appointed pursuant to the provisions of section 203 (1) of the Companies Act,2013 irrespective of the remuneration drawn by them.

Senior Management Personnel include the heads of Business Segments and functions to be specifically decided by the NRC, on the recommendation of the CMD.

In determining the remuneration of the KMP and SMP, the Nomination & Remuneration Committee shall consider the following:

o The role, changes in job scope, responsibility and complexity and the need to maintain market competitiveness. The committee may make additional payments linked to relocation.

o The relationship of remuneration and performance benchmark is clear;

o Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

o The remuneration is divided into two components viz. fixed component of salaries, perquisites, amenities and retirement benefits and variable component of performance based incentive;

o The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-à-vis the annual budget achievement, individuals performance vis-à-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;

o The payout of salary and variable incentive to KMP / SMP will be governed by the guidelines of the Company applicable to all employees.

CMD/JMD will review and assess the performance and increments as recommended by Business / Functional Heads based on the standard appraisal matrix, score card and other factors mentioned hereinabove before recommending to Nomination and Remuneration Committee for its approval.



The respective functional head or Business head will review the performance of his reportees and recommend his proposal to CMD/JMD. CMD/JMD will review the recommendation of Business / Functional Heads and make necessary moderations before finalizing the same. CMD/JMD will also carry out the individual performance review of all Senior Management Personnel/Key Managerial Personnel drawing CTC of Rs. 30 Lacs and more based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned here in above, recommends the annual increment and performance incentive to the Nomination & Remuneration Committee for its review and approval.

The Nomination and Remuneration Committee retains the discretion to make appropriate remuneration decisions outside the Standard Policy to meet specific circumstances in both the above cases.

The above said policies are available at the link http://lakshmigroup.in/Investor.html

Notes:

1. No Director is related to any other director on the board of directors of the company except for Mr. Balbir Singh Uppal and Mr. Janak Raj Singh, who are father and son respectively.

2. The company does not have any scheme for grant of stock options to its directors or employees.

3. The appointment of Mr. Balbir Singh Uppal, Chairman and Managing Director is for a period of 3 years w.e.f. 1st September, 2014.

4. The appointment of Mr. Janak Raj Singh, Joint Managing Director is for a period of 3 years w.e.f. 27th March 2015.

5. Mr. I. S. Gumber ceased to be Executive Director on 28th February, 2015 pursuant to end of his term; He continues on Board as non-executive director. During the FY 2014-15, he was not paid any remuneration.

6. No severance fee is payable to any Managing / Executive Director of the company.

7. Mr. Amarjit Singh, Mr.I.S.Gumber and Mrs. Vijay Luxmi have opted not to receive sitting fees.

5. Stakeholders’ Relationship Committee

The Committee is constituted and functions as per the guidelines set out in listing agreements and Companies Act, 2013. This committee specifically looks into shareholders’ and investors’ grievances arising out of issues regarding share transfers, dividends, dematerialisation and related matters and to take requisite action(s) to redress the same.

The terms of reference of the Stakeholders Relationship Committee inter-alia includes the following:

• consider and resolve the grievances of shareholders and other security holders of the Company;

• the grievances includes complaints related to transfer of shares, non receipt of balance sheet and non-receipt of declared dividends.

Composition & Terms of Reference

As on 31st March,2015, the composition of Stakeholders’ Relationship Committee is as under:

Name Category Designation

Mr. Nirdosh Bali Non Executive Director ChairmanMr. Amarjit Singh Non Executive Director MemberMr. V.K. Mishra Non Executive Director Member

During the year, Mr. I. S.Gumber ceased to be member of the Committee and Mr. V.K.Mishra was inducted as a member of the Committee w.e.f. February 13, 2015.


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The Committee also overseas the working of Registrar & Transfer Agents of the Company. Company Secretary acts as the Secretary of the Committee. Mr. Ajay K. Ratra, Company Secretary of the Company, has been designated as the Compliance Officer.

Meetings held during the year and the Attendance thereat:

During the year, four stakeholders’ relationship committee meetings were held on:

Date of the MeetingsMay 30, 2014

August 12, 2014November 14, 2014February 13, 2015

The attendance of members of the stakeholders’ relationship committee at these meetings is as follows:

S. No. Director Category No. of Meetings1. Mr. Nirdosh Bali Chairman 42. Mr. Amarjit Singh Member 43. Mr. V.K. Mishra* Member 14. Mr. I.S. Gumber** Member Nil

* Mr. V.K.Mishra inducted as member w.e.f. 13th February, 2015 ** Mr. I.S.Gumber ceased to be member w.e.f. 13th February, 2015

Shareholders’/Investors’ complaints:

Complaints pending as on 1st April, 2014 Nil

During the period from 1st April, 2014 to 31st March, 2015 complaints identified and reported under Clause 41 of the Listing Agreement

2

Complaints disposed off during the year ended 31st March, 2015 2Complaints unresolved to the satisfaction of shareholders as on 31st March, 2015 Nil

The Company had efficient system of dealing with investors’ grievances. The Chairperson of the Company takes personal interest in all matters of concern for investors as and when necessary.

6. Corporate Social Responsibility Committee:

In order to comply with the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors have constituted a ‘Corporate Social Responsibility Committee’ w. e. f. 30th May, 2014.



2. Mr. Nirdosh Bali, Independent director – Member

3. Mr. Kanwaljit Singh Jolly, Independent director – Member

Mr. V.K.Mishra has been inducted as member of CSR committee w.e.f 29th May, 2015 in place of Mr. Kanwaljit Singh Jolly who has resigned as Director w.e.f. 1st April 2015.



During the year under review, three meetings of CSR committee were held.

Date of the MeetingsMay 30, 2014

November 14, 2014February 13, 2015

The attendance of members of the CSR committee at these meetings is as follows:

S. No. Director Category No. of Meetings1. Mr. Balbir Singh Uppal Chairman 32. Mr. Nirdosh Bali Member 23. Mr. Kanwaljit Singh Jolly Member 3

The CSR policy is available at the link http://lakshmigroup.in/Investor.html on the website of the Company.

Risk Management (‘RM‘) Committee

The Company has constituted a Risk Management Committee for effective risk assessment and minimisation procedures which are reviewed by the members periodically. The procedures comprise of an in-house exercise on Risk Management carried out periodically by the Company; including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The structure also comprises of risk identification and assessment by the concerned departments, identification of controls /mitigation process in place, updation of Risk registers by various departments, if required. The RM Committee deliberates extensively on the structure and identifies risks to ensure timely actions. These reports are consolidated and presented before the Board of the Company, whenever required.

The terms of reference of the RM Committee inter-alia includes the following:

• Development of a formal Risk Management structure;

• Formation of an Executive Management Team, if deemed necessary and delegation of responsibility to it;

• Creation of a separate Risk Management function or department if deemed necessary;

• Defining of risk across the Organisation;

• Monitoring of material risks to which the Organisation is exposed and ensuring implementation of appropriate mitigation plan;

• Ensuring the sustainability of risk management framework and process through continuous reviewing mechanism; and

• Delegation of any of the aforesaid tasks as the RM Committee may deem fit.

As on March 31, 2015, the Committee had 3 (three) Non - Executive and Independent Directors as its members in accordance with the prescribed guidelines.

Mr. Nirdosh Bali is the Chairperson of the Committee and Mr. Amarjit Singh and Mr. V.K.Mishra are the members of the Committee. Company Secretary acts as the Secretary of the Committee. CFO and Internal Auditor are the permanent invitees of the Committee.


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Meetings and Attendance

During the year ended 31st March, 2015, two Meetings were held on:

Date of the MeetingsNovember 14, 2014February 13, 2015

The attendance of members of the RM Committee at these Meetings is as follows:

S. No. Director Category No. of Meetings1. Mr. Nirdosh Bali Chairman 22. Mr. Amarjit Singh Member 23. Mr. V.K.Mishra* Member 14. Mr. Kanwaljit Singh Jolly** Member 1

* Inducted as member w.e.f 13-02-2015** Ceased to be member w.e.f 13-02-2015 7. Subsidiary Companies:

The financials of the subsidiary companies i.e. M/s Punjab Greenfield Resources Ltd, Lakshmi Green Power Ltd. and Green Energy and Foods Pte. Ltd have been duly reviewed by the audit committee and the board of the company. The company has also formulated a policy for determining the material subsidiaries and the details of such policies are disseminated on the website of the Company at web link: http://lakshmigroup.in/Investor.html.

8. Shareholders Information

General Body Meetings

a) Location, date and time of general meetings held during the last three years and the special resolutions passed thereat are as under:

Details of Annual General Meetings held

Year Date Venue Time Special Resolutions passed

2012-14 (18 months period)

24.09.2014 PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh

11.00 AM 1) To approve amendment in existing Article 110 of the Articles of Association of the Company2) To re-appoint Mr. Balbir Singh Uppal as Chairman and Managing Director of the company

2011-12 28.03.2013 PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh

11.00 AM 1) Issuance of Convertible warrants to Mr. Balbir Singh Uppal, an entity within the promoters’ Group on preferential basis2) Remuneration of Mr. Balbir Singh Uppal, Chairman & Managing Director of the Company3) Remuneration of Mr. Janak Raj Singh, Joint Managing Director of the Company

2010-11 28.03.2012 PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh

11.00 A.M No special resolution passed.



Details of Extraordinary General Meetings held

Date Venue Time Special Resolutions passed

17.05.2014 Admin Office & Works at Khamanon, Dist- Fatehgarh Sahib, Punjab 11.00AM No special resolution passed.

01.02.2014 Admin Office & Works at Khamanon, Dist- Fatehgarh Sahib, Punjab 11.00AM No special resolution passed.

b) Postal ballot: During the period ended 31st March, 2015, no resolution has been passed through Postal Ballot. None of the resolutions proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot. Resolution, if any, to be passed through Postal Ballot during the current financial year will be taken up as and when necessary.

9. Disclosures

a) All related party transactions pursuant to Section 188(1) of the Act that were entered into during the Financial Year were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee only for its approval as they are not required to be placed before the Board. However Related Party Transactions pursuant to Accounting Standard 18 (AS 18) are disclosed to the Board.

The Policy on dealing with Related Party Transactions as approved by the Board is posted on the Company Website at the following web link: http://lakshmigroup.in/Investor.html.

b) Chairman and Managing Director (CMD) and Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49 of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015.

c) The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India in the preparation of financial statements and the Company has not adopted a treatment different from that prescribed in the Accounting Standards or revised relevant schedule of the Companies Act, 2013 read with rules made there under.

d) No penalties or strictures were imposed by the Stock Exchange, SEBI or any other Statutory Authority on any matter related to Capital Markets during the last three years.

e) The company has adopted a Vigil Mechanism/Whistle Blower Policy in line with Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, the details of which are available on the company’s website at the following link: http://lakshmigroup.in/downloads/VIGIL_MECHANISM.pdf.

f) The company has established a comprehensive and appropriate risk assessment and management policy and minimization procedures and the same is periodically reviewed by the board of directors of the company.

g) In compliance with the SEBI regulation on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines which advise them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on consequences of non-compliances.


57

Further the Company has put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in lines with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

h) The board of directors of the company periodically reviews reports of compliance with all laws applicable to the company, as well as steps taken by the company to rectify instances of non-compliances, if any.

i) The company is fully compliant with the mandatory requirements of the Clause 49 of the Listing Agreement. The company has not adopted the non-mandatory requirements as prescribed in Annexure XIII to the Listing Agreement.

j) The company has not issued any GDRs/ADRs.

k) During the Financial Year under review, no complaint was received to be referred to the Audit Committee and the Management affirms that no person was denied access to the Audit Committee.

l) All details relating to financial and commercial transactions where Directors may have pecuniary interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters. In matters other than those with pecuniary interests, the Directors are considered to be interested to the extent of their shareholding in the Company and following is the status of their shareholding as on the date of this Report:

Name of Director No. of equity shares heldMr. Balbir Singh Uppal 1,61,75,985Mr. Janak Raj Singh 29,93,645Mr. I. S. Gumber 1,89,891Mrs. Vijay Luxmi 19,71,100Mr. Amarjit Singh NilMr. Nirdosh Bali NilMr. V.K Mishra NilMr. Kanwal Jit Singh Jolly* Nil

* Ceased to be director w.e.f. 01-04-2015

10. Means of Communication

Financial Results Pursuant to Clause 41(I)(f ) of the Listing Agreement, the Company has regularly furnished, both by way of post as well as by email (within 15 minutes of closure of the Board meeting) the quarterly un-audited as well as annual audited results to the Stock exchanges where the shares of the company are listed. Quarterly and Annual financial results are also published in English and regional newspapers, i.e. Financial Express and Desh Sewak.

Website Pursuant to Clause 54 of the Listing Agreement, the Company’s website www.lakshmigroup.in contains all the information (needed by shareholders) including Annual Reports, Shareholding Pattern, financial results, official news releases and presentations, if any, made to Institutional Investors/analysts.

Annual Report The Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis Report forms part of the Annual Report and is displayed on the Company’s website (www.lakshmigroup.in).



NSE Electronic Apllication processing System (NEAPS) and BSE listing centre.

All periodical compliance filings like shareholding pattern, financial results, corporate governance report, media releases, among others are filed electronically on the websites developed and as per the advice of National Stock Exchange and Bombay Stock Exchange on the link https://www.connect2nse.com/LISTING and http://listing.bseindia.com.

Green Initiatives As per the MCA Circular nos. 17/2011 dated April 21, 2011 & 18/2011 dated April 29, 2011, Company has issued letters to its shareholders and uploaded the information on its website for registering email IDs of Investors so that Annual Reports and other information may be sent to them in electronic forms to save papers.

E-mail IDs for Investors The Company has designated the following email-ids exclusively for investor servicing: Email ID of Company Secretary & Compliance Officer:[email protected] Email ID of Registrar & Transfer Agent (Beetal Financial & Computer Services Pvt.Ltd): [email protected]

Company’s snapshot

Heading ParticularsIncorporation 20.07.1990CIN L00000CH1990PLC010573Equity Structure 6,64,90,000 equity shares of Rs. 2/- each.

11. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting Details

Date 29th September, 2015 Time 3.00 P.MVenue PHD Chamber of Commerce and Industry, PHD House, Sector 31A, Chandigarh

Financial Year1st April to 31st March.

Financial Calendar (2014-15)

Results for the quarter ending Results were announced on June 30, 2014 12th August, 2014 September 30, 2014 14th November, 2014.December 31, 2014 13th February, 2015.March 31, 2015 29th May, 2015.

Financial Calendar (2015-16)

Results for the quarter ending Tentative and subject to changeJune 30, 2015 Second Week of August, 2015.September 30, 2015 Second Week of November, 2015.December 31, 2015 Second Week of February, 2016.March 31, 2016 Second Week of May, 2016.

Book Closure

The dates of book closure shall be from Saturday, 26th September, 2015 to Tuesday, 29th September, 2015 (both days inclusive).


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Dividend Payment

Board of directors of the company did not recommend any dividend for the year ended 31st March, 2015.

Listing on Stock Exchanges

The equity shares of the company are presently listed on the following Stock Exchanges:

1. National Stock Exchange of India Limited;

2. BSE Limited;

During the year, Ludhiana Stock Exchange (LSE) voluntarily surrendered its recognition and exited as Stock Exchange and SEBI de-recognized Delhi Stock Exchange (DSE) as Stock Exchange during the year. Consequently, shares of the company are no more listed on LSE and DSE.

Listing Fees

Listing fees has been paid to the stock exchanges, wherein the equity shares of the Company are listed (i.e. BSE & NSE) within the stipulated time.

Depository Fees

The company has also paid the Annuals Custody/Issuer fee to both the depositories namely, National Securities Depository Limited (‘NSDL’) and Central Depository Service (India) Limited (‘CDSL’).

Stock Codes

ISIN (for equity shares) INE 992B01026NSE SYMBOL LAKSHMIEFLBSE Stock Code 519570

Market Price Data and performance in comparison to BSE Sensex

Month Share Price at BSE BSE SENSEXHigh (Rs) Low (Rs) Volume (Nos.) High Low

Apr-14 26.25 21.95 668201 22939.31 22197.51May-14 27.70 21.25 1610245 25375.63 22277.04Jun-14 24.70 19.75 2192697 25725.12 24270.2Jul-14 22.40 17.10 870166 26300.17 24892.00Aug-14 19.60 16.20 612562 26674.38 25232.82Sep-14 18.80 15.05 1299123 27354.99 26220.49Oct-14 17.30 12.10 694269 27894.32 25910.77Nov-14 18.50 13.64 820318 28822.37 27739.56Dec-14 15.40 11.81 565102 28809.64 26469.42Jan-15 13.85 11.22 339508 29844.16 26776.12Feb-15 15.37 11.42 453579 29560.32 28044.49Mar-15 13.65 8.50 418521 30024.74 27248.45



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Share Price vs. Sensex (monthly high)

Market Price Data and performance in comparison to NIFTY of NSE

Month Share Price at NSE NSE NIFTYHigh (Rs) Low (Rs) Volume (Nos.) High Low

Apr-14 26.35 21.95 1369713 6,869.85 6,650.40May-14 27.90 21.30 3626206 7,563.50 6,638.55Jun-14 24.65 19.75 4176607 7,700.05 7,239.50Jul-14 24.00 17.20 1710502 7,840.95 7,422.15Aug-14 19.00 16.00 1173779 7,968.25 7,540.10Sep-14 18.90 15.05 1564922 8,180.20 7,841.80Oct-14 17.00 12.20 1258779 8,330.75 7,723.85Nov-14 18.25 13.50 1239428 8,617.00 8,290.25Dec-14 14.90 11.55 720246 8,626.95 7,961.35Jan-15 13.80 11.90 608650 8,996.60 8,065.45Feb-15 16.40 11.40 1007182 8,941.10 8,470.50Mar-15 14.00 8.70 1085210 9,119.20 8,269.15


61

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16

Share Price vs. NSE Nifty (monthly high)

Registrar & Share Transfer Agents

The company had appointed M/s. Beetal Financial & Computer Services (P) Ltd. as its Registrar and Share Transfer Agent.

Beetal Financial & Computer Services (P) LtdAddress Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada

Harsukhdas Mandir, New Delhi 110 062Telephone No. 011-2996 1281Fax No. 011-2996 1284E mail [email protected]

Share Transfer System

M/s Beetal Financial & Computer Services Private Limited is Registrar & Transfer Agent for processing, transfers, sub-division, consolidation, splitting of shares and for rendering depository services such as dematerialization and rematerialisation of the company’s Shares.

The share transfers, which are received in physical form, are approved (subject to the documents being valid and complete in all respects) with in stipulated time period. Shares under objection are returned within two weeks time. Confirmation in respect of the requests for dematerialization of shares is sent to the respective depositories i.e. NSDL and CDSL expeditiously.

The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.



Distribution of Shareholding as on 31st March, 2015

Share Holding of Nominal Value of Rs

Number of Shareholders

% to Total No of Shares Amount in Rs. % to Total

Up To 5000 17,669 93.31 79,92,041 1,59,84,082.00 12.0199

5001 To 10000 646 3.41 24,16,627 48,33,254.00 3.6346

10001 To 20000 317 1.67 23,85,489 47,70,978.00 3.5877

20001 To 30000 106 0.56 12,96,388 25,92,776.00 1.9497

30001 To 40000 63 0.33 11,31,678 22,63,356.00 1.7020

40001 To 50000 20 0.11 4,56,463 9,12,926.00 0.6865

50001 To 100000 54 0.29 19,30,322 38,60,644.00 2.9032

100001 And above 61 0.32 4,88,80,992 9,77,61,984.00 73.5163

Total 18,936 100.00 6,64,90,000 13,29,80,000.00 100.0000

Shareholding Pattern as on 31st March, 2015

Sr. No.

Category No. of share-holders/ Folios

No. of shares held

No. of shares dematerialised

Percentage (no. of shares held to total shares)

A. Promoters

1 Indian 9 34865730 34865730 52.438%

2 Foreign - - -

B. Public Shareholding

1 Mutual Funds/UTI - - -

2 Financial Institutions/Banks 2 285483 285483 0.429%

3 Foreign Institutional Investors 2 4212839 4212839 6.336%

4 Bodies Corporate 368 6363774 6330274 9.571%

5 Resident Individuals 17720 18238959 16475463 27.431%

6 Clearing Members 33 209705 209705 0.315%

7 Non Resident Indians 302 1621566 1621566 2.439%

8 HUF 500 691944 690944 1.041%

Total 18936 66490000 64692004 100.000

Dematerialization of Shares and liquidity

The company’s shares are required to be compulsorily traded in dematerialized form and these shares are available for dematerialization on both the depositories i.e. National Securities Depository Limited (‘NSDL’) and Central Depository Service (India) Limited (‘CDSL’).

Details of Demat Shares as on 31st March, 2015

Particulars Number of Shares % of shares

NSDL 5,69,77,386 85.69%

CDSL 77,14,618 11.30%

Total Shares held in DEMAT form 6,46,92,004 97.30%

Shares held in Physical form 17,97,996 2.70%

TOTAL (Demat + Physical) 6,64,90,000 100.00%


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Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs/ADRs as on date.

Non exercise of option to convert the warrants into equity shares

As per the approval granted by the members of the Company at the 22nd Annual General Meeting held on 28th March, 2013, the Company on receipt of the requisite Stock Exchange Approvals had issued 34,80,000 warrants of series-2 at Rs. 22/– per warrant to Mr.Balbir Singh Uppal (a part of Promoters’ Group) with an entitlement to convert into/exchange with the equal number of Equity Shares of Rs.2/- each of the Company. Since the Warrant holder did not exercise the conversion option within 18 months from the date of their allotment, so the entitlement of conversion has lapsed and 25% up-front amount of Rs.1,91,40,000/- received by the company on such warrants has been forfeited as per terms.

Except the above matter, there has not been any change in capital structure. Authorised Capital of the company is Rs.20,00,00,000 and paid up capital is Rs.13,29,80,000/-.

Compliance Certificate of the Auditors

Certificate from the Company’s Auditors confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

Plant Location

Paddy/food grains processing plant and husk based Power plant located at VPO Khamanon, Ludhiana-Chandigarh Highway, Khamanon, District Fatehgarh Sahib, Punjab- 141801, India. Tel : 01628-661800 Fax : 01628-661805

Company’s Registered OfficeS.C.O. 18-19, 1st Floor, Sector 9-D, Madhya Marg, Chandigarh-160017, IndiaTel : 0172-2740352 Fax : 0172-2743057Email: [email protected] Website: www.lakshmigroup.in

Investors’ Correspondence may be addressed to

Company Secretary and Compliance OfficerLakshmi Energy and Foods LimitedS.C.O. 18-19, 1st Floor, Sector 9-D, Madhya Marg, Chandigarh-160017, IndiaTel : 0172-2740352 Fax : 0172-2743057Email: [email protected] orM/s. Beetal Financial & Computer Services (P) Ltd.( Registrar and Transfer Agent)Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,



New Delhi 110 062Tel: 011-29961281Fax: 011-29961284Email: [email protected]

Queries relating to the Financial Statements may be addressed to CFOLakshmi Energy and Foods LimitedS.C.O. 18-19, 1st Floor, Sector 9-D, Madhya Marg, Chandigarh-160017, IndiaEmail: [email protected]

Queries/complaints/suggestions relating to products/services/dealers etc. only be addressed to:Customer Care CellLakshmi Energy and Foods LimitedChandigarh-Ludhiana National Highway,Khamanon-141801, Punjab, India Tel: 01628-661800Email: [email protected]

For and on Behalf of the BoardFor Lakshmi Energy and Foods Limited

Sd/-Place: Chandigarh (Balbir Singh Uppal)Date: 13-08-2015 Chairman & Managing Director

DECLARATIONS

Compliance with Code of Business Conduct and Ethics

As provided under Clause 49 of the Listing Agreement with the stock exchanges, the members of the board of directors of the company and the Senior Management personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended 31st March, 2015.

Sd/-Place: Chandigarh (Balbir Singh Uppal)Date: 13-08-2015 Chairman & Managing Director


65

To the Members of

M/s LAKSHMI ENERGY AND FOODS LIMITED

We have examined the compliance of conditions of Corporate Governance by Lakshmi Energy and Foods Limited for the year ended 31 March, 2015, as stipulated in the clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

The Compliance of the conditions of Corporate Governance is the responsibility of company’s management. Our examination was limited to procedures and implementations thereof adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to explanations given to us and the representations made by the directors and management, we certify that the company has, in all material respect, complied with the conditions of Corporate Governance, as stipulated in the above mentioned Listing Agreement(s).

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

For SMPS & Co.Chartered Accountants

Saurabh Mishra(Partner)

Place: Chandigarh Membership No. 402499Date: 13-08-2015 FRN No. 021622N

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE


INDEPENDENT AUDITORS’ REPORT

To The Members of M/s Lakshmi Energy & Foods Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s Lakshmi Energy & Foods Limited (“the company”),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31stMarch2015, its loss and its cash flows for the year ended on that date.

Emphasis of matter

Without qualifying our opinion we draw your attention towards note no. 29(1) (Other Notes to accounts) stating reasons for losses on account of inventory valuation and financial position of the Company, mitigatiing factors and management’s view in this regard.

67

Independent Auditors’ Report

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i The Company has disclosed the impact of pending litigations on its financial position in its Financial statements – Refer Note 29 (5) to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts, which required to be transferred by the Company, to the Investor Education and Protection Fund by the Company.



Membership No. 402499Place: Chandigarh FRN . 021622NDate: 29-05-2015


[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ of our Report of even date to the members of M/s Lakshmi Energy & Foods Limited on the accounts of the company for the year ended 31st March, 2015]

(i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, Stock in Trade, stores, spare parts and raw materials were physically verified at regular intervals during the year by the Management.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records and have been properly dealt with in the books of accounts.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has not granted any unsecured loans to companies covered in the Register maintained under Section 189 of the Companies Act, 2013.

(b) According to the information and explanations given to us, there is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 183 of the Companies Act, 2013.

(iv) 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 for the purchase of inventory, fixed assets and for the sale of goods/services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanation given to us, the company has not accepted any deposits during the year and accordingly the question of complying with the provisions of section 73 to 76 of the Companies Act, 2013 does not arise.

According to the information and explanations givento us, no order has been passed by the Company Law Board or The National Company Law Tribunal or the Reserve Bank of India or any court or any other tribunal on the Company.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state

ANNEXURE TO THE AUDITORS’ REPORT

69

insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable. The dues outstanding in respect of income tax, wealth tax, customs duty, service tax and sales tax, on account of disputes are as follows:

(Rs. in Million)

Name of The statute Nature of dues Amount Period to which Amount relates Forum where dispute is pendingIncome Tax Act 1961 Demand Raised 11.70 AY 2006-07 ITATIncome Tax Act 1961 Demand Raised 65.50 AY 2008-09 Punjab and Haryana High CourtIncome Tax Act 1961 Demand Raised 6.10 AY 2010-11 Punjab and Haryana High Court

(c) According to the information and explanations given to us, there were no amounts required to be transferred to investor education and protection fund by the Company.

(viii) The company does not have the accumulated losses at the end of financial year. The company has incurred Cash losses of Rs 3,092,773,450/- during the financial year covered by our Audit and the immediately preceding financial year of Rs Nil.

(ix) The interest amount due and shortfall in Drawing power on working capital loan together with Term Loans outstanding were restructured by lending banks during the year converting them into WCTL and FITL. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) Term loans arising during the year were the result of restructuring of Company’s loan account by the banks as explained in (ix) above, and were applied for the purpose for which they were obtained/restructured.

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



Membership No. 402499Place: Chandigarh FRN . 021622NDate: 29-05-2015

Annexure to the Auditor’s Report


BALANCE SHEET as at 31.03.2015

(Rs. in Millions)

Particulars Notes As At 31.03.2015 As At 31.03.2014 EQUITY & LIABILITIES

1 Shareholders' Fundsa) Share Capital 3 132.98 132.98b) Reserve and Surplus 4 3770.11 7114.94c) Money received against convertible warrants - 19.14

Sub-Total - Shareholders' funds 3903.09 7267.062 Non-Current Liabilities

a) Long-Term Borrowings 5 4320.79 307.13b) Deferred Tax Liabilities (Net) 6 441.06 505.18c) Long-Term Provisions 7 8.54 7.03

Sub-Total-Non-Current Liabilities 4770.39 819.343 Current Liabilities

a) Short-TermBorrowings 8 5191.03 8241.90b) Trade Payables 9 1066.97 3811.45c) Other Current Liabilities 10 75.03 366.31d) Short-Term Provisions 11 1.94 60.78

Sub-Total - Current Liabilities 6334.97 12480.44TOTAL - EQUITY AND LIABILITIES 15008.46 20566.84ASSETS

1 Non-Current Assetsa) Fixed Assets

Tangible Asset 12 2364.05 2647.62b) Capital WIP 13 79.67 61.20c) Non-Current Investments 14 608.53 608.53d) Long-term Loans & Advances 15 153.08 198.14e) Other Non-Current Assets 16 383.66 363.89

Sub-Total - Non-Current Assets 3588.99 3879.382 Current Assets

a) Inventories 17 6839.26 12669.95b) Trade Receivables 18 4173.21 3590.54c) Cash & Cash Equivalents 19 7.73 25.84d) Short-Term Loans & Advances 20 303.00 122.93e) Other Current Assets 21 96.27 278.19

Sub-Total - Current Assets 11419.47 16687.45TOTAL- ASSETS 15008.46 20566.84COMPANY INFORMATION 1SIGNIFICANT ACCOUNTING POLICIES 2OTHER NOTES FORMING PART OF THEFINANCIAL STATEMENTS 3-29

As per our report of even date For SMPS & Co. Chartered Accountants

(BALBIR SINGH UPPAL) (V.K.MISHRA) (SUKHDEEP SINGH) (CA. SAURABH MISHRA)Chairman & Managing Director Director Chief Financial Officer PartnerDIN:00064718 DIN:00174380 M. No. 402499

FRN. 021622N Place : Chandigarh (AJAY K. RATRA) (P.C.JAIN)Date : 29/05/2015 Company Secretary Internal Auditor

71

STATEMENT OF PROFIT AND LOSS for the year ended 31.03.2015

(Rs. in Millions)

Particulars Notes For The Year Ended 31.3.2015

For The 18 months Ended 31.03.2014

Revenue from operations:(a)Sale of Products 22 6162.44 18492.41(b)Other Operating Income 23 3.89 36.45Other Income 24 56.99 26.15Total Revenue (A) 6223.32 18555.01Expenses:Cost of materials consumed 25 3647.06 12680.51Purchase of Stock-in-Trade 25 232.76 636.72Changes in inventories of finished goods, Work-in-process and Stock in Trade

25 847.56 2326.18

Employee benefit expenses 26 95.85 155.08Financial costs 27 1177.64 963.80Depreciation and amortization expenses 12 328.72 639.12Other expenses 28 368.50 1350.37Total Expenses (B) 6698.08 18751.77(Loss) / Profit before exceptional (A-B) (474.76) (196.76)and extraordinary items and taxLess:Exceptional Items - -Loss on valuation of inventories 2953.32 -(Loss) / Profit before extraordinary items and tax (3428.08) (196.76)Less:Extraordinary Items - -(Loss) / Profit Before Tax (3428.08) (196.76)Less:Tax expense: (1) Current tax - - (2) Deferred tax 6 (64.11) (162.51)(Loss) / Profit for the period (3363.97) (34.25)EARNING PER EQUITY SHARE (Face Value of ` 2/- each)- Basic (50.59) (0.53)- Diluted (50.59) (0.52)COMPANY INFORMATION 1SIGNIFICANT ACCOUNTING POLICIES 2OTHER NOTES FORMING PART OF THEFINANCIAL STATEMENTS 3-29





(Rs. in Millions)

Particulars For the Year ended on 31.03.2015

For the 18 Months Period ended on

31.03.2014 A. Cash Flow from Operating Activities

Net Profit before Tax and Extra Ordinary Items (3428.08) (196.76)ADJUSTMENT FOR:Interest Paid 1177.64 963.80Depreciation 328.72 639.12Interest Income (2.82) (6.17)Dividend Income - (0.07)Dividend Paid - 22.18Provision for Gratuity 1.51 1.46Provision for Leave Encashment 0.18 0.23Provision for Bonus 1.76 1.69Provision for Loss on foreign Exchange Fluctuations - 58.86Loss on Sale of Fixed Assets/Profit on sale of Fixed asset - 0.22Operating Profit before Working Capital Changes: (1921.11) 1484.55ADJUSTMENT FOR:Trade Receivables (582.67) (3053.51)Short term advances (180.07) (62.58)Other current assets 181.92 415.13Inventory 5830.69 665.92Trade Payable (2747.92) 2271.36Other Liability (350.11) (368.90)Cash generated from Operating Activities 230.72 1351.98Income Tax Paid - -Net Cash Flow from Operating Activities 230.72 1351.98

B. Cash Flow from Investing ActivitiesAddition Of Fixed asset (63.62) (176.65)Sale of Fixed assets - 16.00Non current investments -Long term advances 45.06 (7.37)Other Non Current assets (19.77) 20.21Dividend Income - 0.07Interest Income 2.82 6.17Net Cash used in Investing Activities (35.50) (141.57)Sub Total (A+B) 195.23 1210.41

C. Cash Flow from Financing ActivitiesIncrease in Share Capital/Share warrants - 25.74increase in Share Premium - 66.00Increase in Long Term Loans (Net) 4013.66 (206.86)Increase in Short Term Borrowings (Net) (3050.87) (95.92)Dividend Paid - (22.18)Long term Provisions 1.51 -Interest Paid (1177.64) (963.80)Dividend Paid - (14.69)Cash Flow from Financing Activities (213.34) (1211.70)Net Increase in Cash & Cash Equivalent (18.12) (1.29)Cash & Cash Equivalents in at beginning of the year 25.84 27.14Cash & Cash Equivalents at end of the year 7.73 25.84

CASH FLOW STATEMENT for the year ended 31.03.2015




73

Significant Accounting Policies

NOTE - 1

COMPANY INFORMATION

Lakshmi Energy and Foods Limited (LEAF) is a widely held Public Limited Company engaged in processing of Rice of various varieties and grades, Edible oil, whole Wheat Flour and Green Power generation. The Company was incorporated on 20-07-1990.

Its shares are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Registered Office of the Company is at Chandigarh and its plant is located in VPO Khamanon on the Chandigarh-Ludhiana National Highway, Distt. Fatehgarh Sahib, Punjab, India.

NOTE -2

SIGNIFICANT ACCOUNTING POLICIES

I. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013/Companies Act, 1956 as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies have been consistently applied by the Company and are consistent with those followed in the previous year.

Accounting policies not specifically referred to otherwise are consistently applied by the company and are in consonance with generally accepted accounting principles recognized in the form of accounting standards.

II. USE OF ESTIMATES

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. Examples of such estimates include transfer pricing related adjustments, provision against litigations and regulatory actions, provision of future obligation under employee benefit plans, useful lives of fixed assets, provision in respect of non-current investments, provision for sales return, recoverability of tax assets, provision for customer claims, provision for inventory obsolescence and impairment of assets. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known/materialize. Any revision to accounting estimates is recognized prospectively in the current and future periods.

III. REVENUE RECOGNITION

Revenue is recognized to the extent it can be reliably measured and probable that economic benefits will flow to the company. Revenues considered receivable are accounted for on accrual basis except for the Disposal of Sundry items & Scraps etc., which are accounted for on cash basis.



SALES

Revenue from sale of goods is recognized when the significant risk and reward of ownership of the goods are transferred to the customer and are recognized net of claims. Sales are stated net of sales returns and indirect taxes.

INTEREST

Income is recognized on a time proportion basis taking into account outstanding amount and the applicable rate of interest.

DIVIDEND

Income from dividend is recognized when the right to dividend has been established.

OTHER OPERATING INCOME

Other operating revenue is recognized on accrual basis.

IV. CURRENT/ NON-CURRENT CLASSIFICATION

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Revised Schedule III to the Companies Act, 2013.

Assets

An asset is classified as current when it satisfies any of the following criteria:

a. it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;

b. it is held primarily for the purpose of being traded;

c. it is expected to be realised within 12 months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be settled in the Company’s normal operating cycle;

b. it is held primarily for the purpose of being traded;

c. it is due to be settled within 12 months after the reporting date; or

d. the Company does not have an unconditional right to defer settlement of the liabilityfor at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Current assets/ liabilities include the current portion of non-current financial assets/ liabilities respectively. All other assets/ liabilities are classified as non-current.

75

Operating cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

V. Fixed Assets (Tangible/Intangible)

Fixed assets are stated at cost of acquisition or construction [including directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets upto the date the asset is ready for its intended use, less accumulated depreciation, impairment losses and specific grants received, if any] except assets revalued on 31st March, 1999. In respect of projects involving institutional loans, related pre-operative and pre-operational expenses like up-front fees and appraisal fees have been capitalized. Interest paid on loans borrowed from institutions, which are attributable to construction or acquisition of fixed assets for the period up to the completion of construction or acquisition of fixed assets, has also been capitalized.

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

BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. Other borrowing costs are recognized as an expense in the period in which they are incurred.

REVALUTION OF FIXED ASSETS

All fixed assets of the company were revalued on 31st March 1999 as per the valuation report of Chartered Engineers / approved valuers.

As and when the fixed assets are revalued, the provision for depreciation on such revalued fixed assets is adjusted, wherever applicable, in order to make allowance for the consequent additional diminution in the value.

DEPRECIATION

Depreciation on fixed assets has been provided on the straight line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

VI. IMPAIRMENT OF ASSETS

As per the Accounting Standard-28 “Impairment of Assets” (AS-28) issued by the Institute of Chartered Accountants of India, impairment is ascertained at each balance sheet date in respect of each of the company’s fixed assets. An impairment loss will be recognized whenever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.



VII. INVESTMENTS

i. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as Non-current investments.

ii. Non-current investments are carried at cost. However, provision for diminution in value is made to recognize a decline, other than temporary, in the value of investments, on an individual basis.

iii. Current Investments are carried at the lower of cost and fair value determined on a category-wise basis.

VIII. VALUATION OF INVENTORIES

The inventories are recorded as under:

i. Raw Materials Components, Stores & Spare parts & Packing Material.

At Cost or net realizable value, whichever is less.

ii. Finished Goods. At Cost or net realizable value, whichever is less.iii. Goods in Progress. At Estimated Cost.iv. By-Products. At Estimated Cost

Cost of inventories is computed on a weighted average basis.

IX. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash balances on hand, cash balance with bank, and liquid investments with original maturities, at the date of purchase/ investment, of three months or less.

X. FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are affected. In case of forward contracts, if any, the difference between the forward rates and the exchange rates on the transaction dates is recognized as income or expense over the tenure of the related contracts.

The profit / loss arising out of the cancellation or renewal of forward exchange contracts are recorded as income/ expense for the period.

At the year end, monetary items demonetized in foreign currency are reported using the closing rates of exchange. Exchange rate differences arising on realization / payment of foreign exchange are accounted in the year of realisation / payment.

XI. EMPLOYEE / RETIREMENT BENEFITS

i. Short term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit & Loss of the year in which the related services are rendered.

ii. Contributions to Defined Contribution Plans (Employees Provident Fund and Employees State Insurance Scheme) are made in accordance with the respective statutes, to the extent applicable, and are recognized as an expense in the period in which the employees have rendered service.

iii. Liability for defined benefit plans is recognized based on provisions of relevant applicable statutes and company policies in the year in which the employees have rendered service.

XII. ACCOUNTING FOR TAXES ON INCOME

i. Current tax is the amount of Income Tax payable on taxable income determined as per the provisions of Income Tax Act, 1961.


77

Minimum Alternate Tax (MAT) credit is accounted for by the company in the case where MAT payable is higher than tax payable under normal provisions of the Income Tax Act, 1961. Such credit availed is adjusted in future years where the tax under normal provisions is higher than MAT payable to the extent of such difference.

ii. The difference that results between the profit offered for income tax and the profit as per the financial statements is identified and, thereafter, a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered.

iii. The carrying amount of the deferred tax assets are reviewed at each balance sheet date. The company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonable certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such written down carrying amount is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

XIII. ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITES AND CONTINGENT ASSETS

Provisions are recognized in terms of Accounting Standard-29 “Provisions, Contingent Liabilities and Contingent Assets” (AS-29) issued by the Institute of Chartered Accountants of India, when there is a present legal or statutory obligation as a result of past events, where it is probable that there will be outflow of resources to settle the obligation and a reliable estimate of the amount of the obligation can be made.

Contingent liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent assets are not recognised in the financial statements.

XIV. LEASE AGREEMENTS

The Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns etc.) These leasing arrangements which are not non-cancellable range between 6 months and 1 year generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as Rent/ Storage Charges in the Statement of Profit and Loss on a straight line basis over the lease term.

XIV. EARNING PER SHARE

In determining the earning per share, the company considers the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

XV. FINANCIAL AND MANAGEMENT INFORMATION SYSTEMS

The books of accounts and other records have been designed to facilitate compliance with the relevant provisions of the Companies Act, 1956 on one and and meet the internal requirements of information and systems for planning, review and internal control on the other.



XVI. SEGMENT REPORTING

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the Company. Further,

a. Inter segment revenue has been accounted for based on the transaction price agreed to between segments which is primarily market based

b. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment.

(Rs. in Millions)

Particulars As At 31.03.2015

As At 31.03.2014

NOTE: 3SHARE CAPITALAUTHORISED CAPITAL10,00,00,000 Equity Shares of Rs 2/- each 200.00 200.00

(Previous year 10,00,00,000 Equity shares of Rs 2/-each)

ISSUED & SUBSCRIBED CAPITAL6,69,10,000 Equity Shares of Rs 2/- Each 133.82 133.82


PAID UP CAPITAL6,64,90,000 Equity Shares of Rs 2/- Each 132.98 132.98


TOTAL 132.98 132.98

Notes :

1) 84,000 Equity shares of the face value of Rs.10/- each were already forfieted in the earlier years.

2) During the year 34,80,000 convertible warrants of series-2 were forfieted due to non-exercise of the conversion option by the

allotee and upfront amount received by the company on such warrants was forfieted as per terms.

(A) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Particulars As at 31/03/2015 As at 31/03/2014

No of Shares Amount No of Shares Amount

Ordinary Equity Shares outstanding at the beginning 66,490,000 132.98 63,190,000 126.38

Ordinary Equity Shares issued during the year - - 3,300,000 6.60

Ordinary Equity Shares bought back during the year - - - -

Ordinary Equity Shares outstanding at the end 66,490,000 132.98 66,490,000 132.98

(B) Terms/ rights attached to ordinary shares

The Company has issued only one class of ordinary equity shares having a par value of ` 2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting During the year ended 31/03/2015, the amount of dividend per share recognised for distribution to ordinary shareholders is Rs.Nil.

(Previous year: Rs` 0.30/-per share interim).


79

C) Details of shareholders holding more than 5% shares in the Company

S. No.

Particulars As at 31/03/2015 As at 31/03/2014

No of Shares held

% of Holding No of Shares held

% of Holding

1 BALBIR SINGH UPPAL 16,175,985 24.33% 16,175,985 24.33%2 GANESHAY OVERSEAS INDUSTRIES LTD. 4,632,000 6.97% 4,632,000 6.97%3 LOIL HEALTH FOODS LTD 5,605,000 8.43% 5,605,000 8.43%

(D) Aggregate number of bonus shares issued, Shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date: Nil.

(Rs. in Millions)


As At 31.03.2014

NOTE: 4RESERVE & SURPLUSGeneral ReserveOpening Balance 478.81 478.81

Add : Transferred from Profit & Loss Account - -

Closing Balance 478.81 478.81Securities Premium ReserveOpening Balance 1714.87 1648.87

Add : Addition during the year - 66.00

Closing Balance 1714.87 1714.87Revaluation ReserveOpening Balance - 29.06

Less: Utilised During the Year - 29.06

Closing Balance - -

Capital ReserveOpening Balance - -

Add: Addition during the year 19.14 -

Closing Balance 19.14 -Surplus In statement of Profit and LossOpening balance 4921.27 4909.05

Add : Excess provision of tax in earlier years - 46.47

Add : Mat Credit Entitlement

Add : Net Profit/(Net Loss) for the Current year (3363.97) (34.25)

Amount Available for appropriation 1557.30 4921.27

Less: Provision for Dividend (including Tax)

Less: Amount Transferred to General Reserve

Closing Balance 1557.30 4921.27Total Closing Balance 3770.11 7114.94

Note: Rs. 19.14 million forfeited against 3480000 convertible warrants of series 2, which has been transferred to Capital Reserve.

NOTES forming part of the Financial Statements


(Rs. in Millions)


As At 31.03.2014

NOTE: 5Long Term BorrowingsTerm Loans : Securedi) Punjab National BankOutstanding Balance 2815.00 364.27

Less: Current maturity - 57.14

Non Current amount 2815.00 307.13ii) Syndicate BankOutstanding Balance 1300.68 -

Less: Current maturity - -

Non Current amount 1300.68 -

Balance Outstanding 4115.69 364.27Current maturities of long term debt - 57.14

Non Current Amount 4115.69 307.13Unsecured Loans- From Directors 205.10 -

TOTAL 4320.79 307.13

Notes :

(i) Refer note no. 29(1) in other notes to accounts.

(ii) Working capital term loan & FITL facilties (fund based & non fund based limits) are secured by first pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills andmoneys receivable of the Company by way of hypothecation, and second pari passu charge onthe fixed assets of the company, present and future except term loan of Rs. 320 million which is secured by first charge by way of equitable mortgage on immovable properties and movable fixed assets and second pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation. Further, the facilities would have personal guarantees of S. Balbir Singh Uppal and S. Janak Raj Singh, Directors of the company.

(iii) The interest on the above term loans from banks are linked to the respective banks base rates which are floating in nature. As of March 31, 2015 the interest rates on term loan is 10.75% per annum.

(iv) There is no continuing default in repayment of any of the above secured bank loan.

(Rs. in Millions)


As At 31.03.2014

NOTE: 6Deferred Tax Liabilities ( Net)Opening DTL Balance 505.18 667.69

DTA Charged to the statement of Profit & Loss (64.11) (162.51)

Closing DTL Balance 441.06 505.18

Notes Forming Part of the Financial Statements

81

(Rs. in Millions)


As At 31.03.2014

NOTE: 7Long Term Provisions - Provision for Employee Benefit (Gratutity)* 8.54 7.03

TOTAL 8.54 7.03

*Refer Note No. 29(17) on Acturial Valuation

Particulars As At

31.03.2015 As At

31.03.2014 NOTE: 8Short Term BorrowingsLoans Repayable on Demand from BanksWorking Capital Limits : SecuredFrom Banks

i) Punjab National Bank 2080.34 3927.51

ii) Syndicate Bank 1176.52 2424.94

iii) Axis bank 642.03 629.07

iv) ICICI Bank 1292.14 1260.38

TOTAL 5191.03 8241.90(Above includes Brrowings in Foreign Currency)Axis Bank - 89.69

ICICI Bank - 222.00

Notes : (i) Refer note no. 29(1) in other notes to accounts.(ii) Working capital facilities (fund based & non fund based limits) are secured by first pari passu charge over stocks, stores, raw

materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation and second pari passu charge on the fixed assets of the company, present and future. Furhter, the facilities would have personal guarantees of S. Balbir Singh Uppal and S. Janak Raj Singh, Directors of the Company.

(iii) The interest on the above loans from banks are linked to the respective banks base rates which are floating in nature. As on March 31, 2015 the interest rate on WC facilities was 10.75% per annum.

(iv) There is no continuing default in repayment of any of the abvoe secured bank loan.


As At 31.03.2014

NOTE: 9Micro & Small Enterprises* - -

Others 1066.97 3811.45TOTAL 1066.97 3811.45

*There are no Micro, Small and Medium Enterprises, (P.Y. NIL) to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2015. This information, required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. Moreover, the Company primarily deals in procurement of agri-products which are sourced from the Farmers and Aartias (Commission Agents) who are not covered under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006.



(Rs. in Millions)


As At 31.03.2014

NOTE: 10Other Current LiabilitiesCurrent Maturities of Long Term debt - 57.14

Sundry Creditors - for Capital Goods 10.26 7.33

Other Liabilities 58.13 227.22

Unclaimed Dividend* 2.24 2.24

Statutory Liabilities 4.39 21.55

TOTAL 75.03 366.31

* During this year, there is no amount due for transfer to Investor Education & Protection Fund.


As At 31.03.2014

NOTE: 11Short Term Provisions - Provision for Leave Encashment 0.18 0.23

- Provision for Bonus 1.76 1.69

- Provision for loss on Foreign Exchange Fluctuations* - 58.86

Total 1.94 60.78

In respect of Previous Year :

* Provision for unrealised loss on Foreign Currency Forward Contracts outstanding as on 31.03.2014 is Rs.14.72 millions

* Provision for Foreign Exchange loss on PCFC outstanding as on 31.03.2014 is Rs.44.14 millions


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(Rs. in Millions)


As At 31.03.2014

NOTE: 13Capital WIP - Building / Plant & Machinery 79.67 61.20

TOTAL 79.67 61.20


As At 31.03.2014

NOTE: 14NON CURRENT INVESTMENTS AT COSTTrade InvestmentsIn equity Shares of Subsidiary Companies:Unquoted ,fully Paid Up1,08,00,000(P.Y 1,08,00,000) of Rs. 10/- each in Punjab Greenfield Resources Ltd 500.00 500.00

1 Ordinary Share(P.Y 1) @ 1 SGD fully paid in Green Energy and Foods Pte Ltd., Singapore

- -

7,50,000(P.Y 7,50,000) Equity Share of Rs. 10/- each in Lakshmi Green Power Ltd 7.50 7.50

Other Investments:Equity Shares:Unquoted,Fully Paid Up:10,00,000(P.Y 10,00,000) Equity Shares of Rs. 10/- each in Nav Bharat International Limited, fully paid

100.00 100.00

Quoted Investments:11,360 Equity Shares of Rs. 10/- each in IDBI, fully paid 0.92 0.92

(Market Value as on 31/03/2015 is Rs.0.80 Millions)

Other Investments:Gold 0.11 0.11

Total 608.53 608.53


As At 31.03.2014

NOTE: 15Long Term Loans and AdvancesUnsecured-Capital Advances 23.31 9.77

-Security Deposits 56.72 56.71

- Other advances 73.05 131.66

Total 153.08 198.14

85


(Rs. in Millions)


As At 31.03.2014

NOTE: 16Other Non Current Assets- In Deposit Accounts

FD's Against Bank Guarantee 5.52 11.94

FD to Sales tax Dept 0.10 0.10

FD's Against L/c margin 29.59 3.40

- MAT Credit Entitlement 348.45 348.45

Total 383.66 363.89


As At 31.03.2014

NOTE: 17Inventories(As taken, valued and

certified by management)

Raw Materials 3774.05 8179.05

Semi Finished / Finished Goods 2773.68 3621.24

Gunny Bags/Packaging/Other Consumables Stores 291.53 869.66

Total 6839.26 12669.95


As At 31.03.2014

NOTE: 18SUNDRY DEBTORS Debts outstanding for a period exceeding 6 monthsfrom Due Date of Payment

-Good & Unsecured 3958.86 135.50

Other Debts-Good & Unsecured 214.35 3455.04

Total 4173.21 3590.54

Note : Trade receivables includes 3874.6 millions from companies in which Directors are interested and have been considered good by the management. Out of Rs. 3874.60 millions, debtors having outstanding balance of Rs.3262.86 millions are under litigation with commodity trade exchange and with other parties.



(Rs. in Millions)


As At 31.03.2014

NOTE: 19Cash and Cash EquivalentsCash in Hand 6.57 22.25

Balance with Scheduled Banks in Current Accounts 1.16 3.59

Total 7.73 25.84


As At 31.03.2014

NOTE: 20Short Term Loans and AdvancesUnsecured and considered good

- Advances recoverable in cash or in kind or for value to be received 303.00 122.93

Total 303.00 122.93


As At 31.03.2014

NOTE: 21Other Current Assets(Unsecured but considered good)

- Pre-paid Exp. 4.57 20.10

- Advance Income Tax / TDS Receivable 0.74 0.45

- Other Current Assets 90.97 257.65

Total 96.27 278.19


As At 31.03.2014

NOTE: 22Revenue From Operations - Food Grains

Export 721.52 1269.76

Deemed Export 4053.61 7147.79

Domestic 953.14 8873.00

- Traded Goods 236.98 715.49

- Power 92.06 89.40

- Rice Bran & Oil 38.54 384.26

- Others 66.57 12.71

TOTAL 6162.44 18492.41

87


(Rs. in Millions)


As At 31.03.2014

NOTE: 23Other Operating Income

Transport Income 3.89 36.45TOTAL 3.89 36.45


As At 31.03.2014

NOTE: 24OTHER INCOMEInsurance Claim Received 8.30 15.38

Rebate & Discount 0.02 4.53

Dividend Income - 0.07

Interest Received

- on bank FDRs 2.82 4.46

- others - 1.71

Difference in Foreign Exchange 44.70 -

Market Fee & RDF Refund Received 1.14 -

TOTAL 56.99 26.15


As At 31.03.2014

NOTE: 25COST OF MATERIAL CONSUMEDFood Grains 3542.54 12568.99Others 104.52 111.52TOTAL 3647.06 12680.51

PURCHASE OF TRADED GOODS

Food Grains - 636.72Palm Oil 232.76 -TOTAL 232.76 636.72

CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESSStock at the beginning of the year- Semi Finished/Finished Goods (A) 3621.24 5947.41Less: Stock at the end of the year

- Semi Finished/Finished Goods (B) 2773.68 3621.24

TOTAL (A-B) 847.56 2326.18


(Rs. in Millions)


As At 31.03.2014

NOTE: 26EMPLOYEE BENEFIT EXPENSES :

Salaries & wages 74.33 123.80Directors' Remuneration & Prequisites 18.00 24.31Contribution to Provident fund 0.24 0.52Contribution to Gratutity fund 1.51 2.92Staff Welfare Expenses 1.74 3.51Recruitment & Training expenses 0.04 0.02TOTAL 95.85 155.08


As At 31.03.2014

NOTE: 27FINANCE COSTS :

Bank Processing Fee 16.86 18.70Interest - Term Loan 45.78 100.56- Others 1114.99 847.54TOTAL 1177.64 963.80


89

(Rs. in Millions)


As At 31.03.2014

NOTE: 28Other ExpensesPower & Fuel 44.58 121.75

Labour charges 29.76 24.56

Rent 26.34 12.83

Other Consumables 8.69 11.50

Repairs & Maintainance

- Building 1.52 1.03

- Machinary 6.43 15.01

- Others 1.55 2.91

Insurance 18.20 25.46

Export Expenses 33.84 64.69

Foreign Exchange Fluctuations :

- on forward contracts & PCFC - 632.84

- on realisations - 98.61

Auditors Remuneration :

- Audit Fee 1.08 1.62

- Tax Audit Fee 0.20 0.20

- Reimbursement of expenses 0.27 0.06

Brokerage On Sales 15.73 9.05

Advertisment Expenses 1.57 6.04

Business Promotion Expenses 3.09 8.29

Freight outward Expenses 10.38 4.82

Cash Discount Given 84.64 169.58

Postage,Telephone & Internet expenses 1.26 2.16

Loss On sale of Fixed asset - 0.22

Legal and Professional Exp 9.53 21.59

Charity And Donation 1.22 2.01

Fee & Subscription 3.07 3.76

Watch&Ward Exp 0.34 0.53

Vehicle Exp 16.15 35.23

Office Expenditure 0.68 2.05

Travelling & Conveyance 5.28 9.13

Other Expenditure 43.07 62.84

TOTAL 368.50 1350.37



29. OTHER NOTES TO ACCOUNTS

1. Current Financial Condition and restructuring of Loans.

During the year, the rice industry faced major slowdown and market prices fell down sharply (almost 50 % as compared to

Previous Year Market prices) of rice and paddy. Consequently, the Net realizable value of rice/paddy went below the cost of

production/procurement.

As per the Accounting Standard-2”Valuation of Inventories” and company’s accounting policy, Inventory was valued at lower of

Cost and Net Realizable Value (NRV). The company valued its inventory of Raw material and Finished goods at NRV and booked

a loss of Rs. 2370.56 millions which considering its nature is shown as an exceptional item in the financial statements. Loss on

Inventory Valuation includes Rs. 582.76 million on account of packing material (Bardana) being written off during the financial

year. Thus, total loss on inventory valuation stands at Rs.2953.32 millions.

Consequently, there was shortfall in DP in respect of CC/PC limits availed from different Banks in consortium. During the

course of series of consortium / joint lenders forum (JLF) meetings ‘restructuring of debt’ emerged as the only acceptable

corrective action plan by consensus. A scheme for restructuring of debt was proposed by the Company to the lenders in the

consortium. The restructuring scheme entails carving out of the outstanding balances in cash credit and packing credit accounts,

over and above the DP and conversion of the same into WCTL. The said WCTL is envisaged to be repaid over a period of

eight years in structured installments with moratorium of two years of repayment of interest and installments, with funding of

interest during moratorium. To ascertain the techno-economic viability of the proposed debt restructuring scheme a study

was carried out by M/s Dun & Bradstreet who after a detailed study of the production units of the Company viewed that the

said debt restructuring scheme was techno – economically viable. Valution of land, building and machinery was done by Bank’s

empanelled valuers and the valuation was on higher side. The final report of the restructuring scheme alongwith reports of

independent Bank’s empanelled valuers, as approved by the lenders, was subjected to evaluation by Independent Evaluation

Committee (IEC) as per RBI guidelines, which has been approved.

Mitigating factors

The management believes that as the demand for rice rises and price stabilization in both domestic and international market

takes place, financial condition of the company would improve.

In view of the above said mitigating factors the company is positively looking at the scenario as “going concern”.

2. In the opinion of the company’s management, the current assets, loans and advances are an approximation of the value stated, if realized in the ordinary course of business. The provision for all the known liabilities has been made and is adequate and not in excess of the amount considered reasonably necessary.

3. The balance outstanding as the debit and credit to the parties / persons / agencies are subject to confirmation by the parties / persons agencies concerned.

4. Figures of previous year have been regrouped and rearranged wherever necessary.

Further, previous year figures are for 18 months as against the current year figures which are for 12 months on the Company has extended its financial year by 6 months in the last financial period.

5. Contingent Liabilities:

a. Income-tax demand raised for the earlier years is Rs.83.50 millions (Previous year – Rs.91.20 million). Appeal is pending before ITAT and Punjab & Haryana High Court and the Management is expecting a favourable decision.

b. Claims amounting to Rs.804.21 millions (Previous year - Rs.804.21 millions) by various creditors, suppliers, agents, various state procurement agencies etc. are pending before various Courts and quasi-judicial authorities.

Other Notes to Accounts

91

6. Managerial Remuneration:

Current Year(Rs. in million)

Previous Period(Rs. in million)

Whole time Directors

Remuneration 18.00 24.15

Directors’ sitting fee 0.09 0.16

Grand Total 18.09 24.31

7. Forward cover contracts outstanding as at March 2015 for USD 20 Millions. The company has taken these forward covers for export transactions.

8. Earning per share is calculated by dividing the profit after provision for income tax by the weighted average number of equity shares outstanding during the period.

The calculation of Earnings per share (EPS) as disclosed in the statement of Profit and Loss has been made in accordance with Accounting Standard (AS-20) on “Earning per Share” issued by the Institute of Chartered Accountants of India.

Current period Previous year

Profit/(Loss) after Tax (Rs. in millions) (3363.97) (34.25)

Weighted Average Number of Equity Shares outstanding during the period 66490000 66051095

Basic Earnings per share (in Rs.) (50.59) (0.53)

Weighted Average Number of Equity Shares outstanding during the period 66490000 69330877

Diluted Earnings per share (in Rs.) (50.59) (0.52)

Nominal Value per Share (in Rs.) 2.00 2.00

9. Deffered Tax Liability mentioned in note no.6 is the net of deferred tax asset and deferred tax liability. As per the books of accounts opening balance of DTL Rs.505.18 millions, during the period due to timing difference on account of depreciation and provisions Rs.64.11 millions provided as deffered tax asset. Thus, the net DTL at the end of period on 31.03.2015 remains Rs.441.06 millions.

10. The figures of ‘Sales’ appearing in the statement of profit & loss account is the consolidated figure of sales effected through different offices of the company.

11. Future minimum lease payments under non-cancelable operating leases are as under:(Rs.in Millions.)

Lease Agreement Period Lease RentParticulars Period ending as at 31st

March 2015 Period ending as at

31st March 2014 Rent Payable for upto 1 Year 2.21 8.43Rent Payable for upto 1 to 5 years 1.71 3.56Rent Payable Above 5 Years 1.71 3.19

Note:

1. Transaction is considered from the effective date of rent agreement.

2. On expiration of the above stated lease agreements, the same can be renewed on the basis of mutual consent of the lessor and lessee.

3. The Company’s significant leasing arrangements are in respect of storage of material and the arrangements range between 6 months and 1 year generally and are usually renewable by mutual consent of lessor and lessee.

12. The information given below is in respect of the transactions entered into by the company during the Year with the related



parties as per the requirement of Accounting Standard 18.

A. Names of related parties and description of relationship:

i) Name of Promoter Group Companies

• Ganeshay Overseas Industries Limited

• LOIL Health Foods Limited

• LOIL Overseas Foods Limited

• LOIL Continental Foods Limited

ii) Name of Subsidiary Companies

• Punjab Greenfield Resources Limited

• Lakshmi Green Power Ltd

• Green Energy and Foods Pte. Ltd. Singapore

iii) Name of Companies over which Directors having significant influence

• BVM Logistics Pvt. Ltd.

• Victor Foods India Ltd.

• LOIL International Foods Limited

iv) Name of Key Managerial Personnel

• Mr. Balbir Singh Uppal Chairman Cum Managing Director

• Mr. Janak Raj Singh Joint Managing Director

• Mr. I. S. Gumber Director

• Mr. Ajay Ratra Company Secretary

• Mr. Sukhdeep Singh Chief Financial Officer

B. Transactions during the period and balance outstanding at the end in respect of transactions entered during the period with the related parties.

S. No.

Nature of Transactions Subsidiaries Key Management Personnel

Total

Amount Amount Amounti. Sale 815.91 - 815.91ii. Purchase 115.24 - 115.24iii. Expenses - 0.03 0.03iv. Salary - 21.48 21.48v. Closing Balance 3,863.63 (Debit) (217.34)(Credit) 3,170.98(Debit)

13. Land measuring 49 Kanal & 5 Marla situated at Village Khamanon, Tehsil & District Fatehgarh Sahib, Punjab has been leased by the company from S.Janak Raj Singh, the Joint Managing Director of the company for the purpose of setting up its power plant thereon.

14. The information given below is about the segment reporting as per AS-17 issued by the Institute of Chartered Accountants of India.

(Rs.In Millions)


93

PARTICULARSSTANDALONE

2014-15 01.10.2012 to 31.03.2014 (18 Months)

AGRI ENERGY TOTAL AGRI ENERGY TOTAL

A PRIMARY SEGMENT

1 SEGMENT REVENUE

Sales: 6,313.14 428.83 6,741.97 18,732.11 697.47 19,429.58

Less: Inter segment revenue - - (579.53) - - (937.17)

Revenue net of Inter segment - - 6,162.44 - - 18,492.41

2 SEGMENT RESULT (2,051.39) 129.67 (1,921.72) 1,095.66 310.50 1,406.16

Less: Other unallocable Expenditure net of unallocable Income

- - 328.72 - - 639.12

Interest - - 1,177.64 - - 963.80

Loss before Tax - - (3,428.08) - - (196.76)

Provision for Tax - - - - - -

Deferred Tax - - (64.11) - - (162.51)

Loss / Profit after Tax - - (3,363.97) - - (34.25)

3 SEGMENT CAPITAL EMPLOYED

4,437.23 1,539.11 5,976.35 4,392.09 1,539.11 5,931.21

B SECONDARY SEGMENT (GEOGRAPHICAL)

India 1,295.24 92.06 1,387.30 9,985.47 89.40 10,074.87

Deemed Export 4,053.61 - 4,053.61 7,147.79 - 7,147.79

Rest of World 721.52 - 721.52 1,269.76 - 1,269.76

15. As per the Accounting Standard (AS)-4 “Events Occurring after the Balance Sheet Date”. Events occurring after the balance sheet date under review, which do not affect the figures as stated in the financial statements normally do not require any disclosure, in the financial statements although they may be of such significance that may require a disclosure in the report of the approving authority to enable the users of the financial statements to make proper evaluations and decisions. Since the board of directors of the company is the approving authority for the financial statements, accordingly, if any such disclosure has been made by the management of company in the report of the board of directors of company and hence no disclosure has been made herein.

16. Information Regarding Foreign Currency Transactions

Sr. No.

Description 01.04.2014 to 31.03.2015

01.10.2012 to 31.03.2014

1) CIF value of Imports made during the period in respect of Raw Material 232.58 - Components and Spare Parts Purchased 2.34 7.572) Earnings in foreign exchange 714.30 1132.863) F.O.B. value of exports 696.24 1157.954) Expenditure in foreign currency Foreign Travel & Other 2.39 4.66



17. Acturial Valuation of Gratuity Liability:

ACTUARIAL VALUATION OF GRATUITY LIABILITY

AS AT 31.03.2015

DISCLOSURES AS PER ACCOUNTING STANDARD 15(Revised 2005)

Table-1: DISCLOSURE ITEM 120(c)

Table Showing Changes in Present Value of Obligations:

Description As at 31.03.2015 Present Value of Obligation at Beginning of year 7.03 Acquisition Adjustment - Interest Cost 0.56 Past Service Cost - Current Service Cost 3.64 Curtailment cost - Settlement Cost - Benefits Paid - Actuarial gain/loss on Obligations (2.70)Present Value of Obligation at end of Year 8.54

Table 2: DISCLOSURE ITEM 120(e)

Table Showing Changes in Fair Value of Plan Assets

Description As at 31.03.2015Fair Value of Plan Asset at Beginning of year 1.19 Acquisition Adjustment -Expected Return on Plan Asset 0.11Contributions -Benefits Paid -Actuarial gain/loss on Plan Asset -Fair Value of Plan Asset at End of year 1.31

Table 3: DISCLOSURE ITEM 120(f)

Table showing Funded Status:

Description As at 31.03.2015Present Value of Obligation at end Year 8.54Fair Value of Plan Asset at end Year 1.31Funded Status (7.23)Unrecognised actuarial gain/loss at end of the year -Net Asset(Liability) Recognised in Balance Sheet (7.23)


95

Table 4: DISCLOSURE ITEM 120(g)Table showing Expense Recognised in Statement of Profit/Loss:

Description As at 31.03.2015

Current Service Cost 3.64

Past Service Cost -

Interest Cost 0.45

Expected Return on Plan Asset 0.11

Curtailment cost -

Settlement Cost -

Actuarial gain/loss recognised in the year (2.70)

Expense Recognised in Statement of Profit/Loss 1.51

Table 7: DISCLOSURE ITEM 120(l)Table showing Actuarial Assumptions

Description As at 31.03.2015Mortality Table IALM 2006-08 ULTIMATE Superannuation Age 68Early Retirement & Disablement 2.00%Discount Rate 8.00% Inflation Rate 12.00% Return on Asset 9.50%Remaining Working Life 27YEARSFORMULA USED PROJECTED UNIT CREDIT METHOD

Table 8: DISCLOSURE ITEM 120(m)Not applicable as Scheme is not related to Medical cost

Table 9: DISCLOSURE ITEM 120(n)Summary of last 4 Valuation Record Company to Produce

Table 10: Showing Movements in the LiabilityRecognised in Balance Sheet:

Description As at 31.03.2015Opening Net Liability 5.84Expenses as above 1.51Contributions -Closing Net Liability 7.34Closing Fund/Provision at end of Year 8.54






To The Members of Lakshmi Energy & Foods Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of M/s. Lakshmi Energy & Foods Limited (herein after referred to as “the Holding Company”) and its subsidiaries (the Holding and its subsidiaries together referred to as “the Group”) and its associates comprising of the consolidated Balance Sheet as at 31 March 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (herein referred to as the “Consolidated Financial Statements”).

Management’s Responsibility for the Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over consolidated financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group & its associates as at 31st March 2015, its consolidated loss and its consolidated cash flows for the year ended on that date.

INDEPENDENT AUDITORS’ REPORT on Consolidated Financial Statements

97

Other Matters

We did not audit the financial statements and other financial information of Green Energy & Foods Pte. Limited, Singapore (GEFP), whose financial statements reflect total assets of Rs.156056.00 as at 31st March, 2015, total revenues of Rs NIL and net cash flows amounting to Rs 90887.00 for the period ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Emphasis of matter

Without qualifying our opinion we draw your attention towards note no. 29(1) (Standalone Notes to accounts) stating reasons for loss on account of inventory valuation, financial position of the Company, mitigating factors and management’s view in this regard.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on the comments in the auditors’ reports of the Holding Company, subsidiary companies and associate companies, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

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

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

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors of the Holding Company as on 31 March, 2015 taken on record by the Board of Directors of Holding Company, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i The Consolidated financial statements disclose the impact, if any, of pending litigations as at 31st March, 2015 on the Group – Refer Note 29(2) to the financial statements

ii. The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts, which required to be transferred by the Group to the Investor Education and Protection Fund by the Group.



Place: Chandigarh Membership No. 402499Date: 29.05.2015 FRN. 021622N

Independent Auditors’ Report 0n Consolidated Financial Statements


[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ of our Report of even date to the members of M/s. Lakshmi Energy & Foods Limited on the consolidated accounts of the Group for the year ended 31st March, 2015]

(i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, stock in trade, stores, spare parts and raw materials were physically verified at regular intervals during the year by the Management.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Group and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Group has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records and have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, one of the subsidiary company Punjab Greenfield Resources Limited has given advances to companies covered in the Register maintained under Section 189 of the Companies Act, 2013.

The terms of recovery of the advances made have not been stipulated and so we are not in a position to make specific comment as regard to repayment of the principal amount to the Company.

(b) As informed to us, there is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) 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 Group and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods (and/services). During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) According to information and explanations given to us, the Group Company has not accepted any deposit during the year and accordingly the question of complying with section 73 and 76 of the Companies Act 2013 does not arise. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

ANNEXURE TO THE AUDITORS’ REPORT

99

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by either Holding Company or its subsidiaries.

(vii) In respect of statutory dues:

(a) According to the records of the Group and information and explanations given to us, the Group has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable. The dues outstanding in respect of income tax, wealth tax, customs duty, service tax and sales tax, on account of disputes are with respect to the Holding Company Lakshmi Energy and Foods Limited and have been dealt with in the Standalone Audit Report.

(c) According to the information and explanations given to us, there were no amounts required to be transferred to investor education and protection fund by the Company.

(viii) The Group does not have the accumulated losses at the end of financial year. The Group has incurred Cash losses of Rs 3,197,023,364/- during the financial covered by our Audit and the immediately preceding financial year of Rs Nil.

(ix) The interest amount due and shortfall in Drawing power on working capital loan together with Term Loans outstanding were restructured by lending banks during the year converting them into WCTL and FITL. In our opinion and according to the information and explanations given to us, the Group Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the Group Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) Term loans arising during the year were the result of restructuring of Holding company’s loan account by the banks as explained in (ix) above, and were applied for the purpose for which they were obtained/restructured.

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



Place: Chandigarh Membership No. 402499Date: 29-05-2015 FRN . 021622N

Annexure To The Auditors’ Report0n Consolidated Financial Statements


CONSOLIDATED BALANCE SHEET as at 31.03.2015

(Rs. in Millions)

Particulars Notes As At 31.03.2015 As At 31.03.2014 EQUITY & LIABILITIES

1 Shareholders' Fundsa) Share Capital 3 132.98 132.98b) Reserve and Surplus 4 4053.08 7506.38c) Money received against convertible warrants - 19.14Sub-Total - Shareholders' funds 4186.06 7658.50Minority Interest 2.50 2.50

2 Non-Current Liabilitiesa) Long-Term Borrowings 5 4320.79 307.13b) Deferred Tax Liabilities ( net) 6 441.93 506.19c) Long-Term Provisions 7 8.54 7.03Sub-Total - Non-Current Liabilities 4771.26 820.35

3 Current Liabilitiesa) Short-TermBorrowings 8 5191.03 8241.90b) Trade Payables 9 1078.96 3816.57c) Other Current Liabilities 10 417.46 1161.47d) Short-Term Provisions 11 1.94 61.10Sub-Total - Current Liabilities 6689.39 13281.03TOTAL - EQUITY AND LIABILITIES 15649.20 21762.39ASSETS

1 Non-Current Assetsa) Fixed Assets

Tangible Asset 12 2417.37 2692.24b) Capital WIP 13 79.67 61.20c) Non-Current Investments 14 120.52 149.52d) Long-term Loans & Advances 15 815.65 666.08e) Other Non-Current Assets 16 388.79 447.46Sub-Total - Non-Current Assets 3822.00 4016.50Goodwill (As per AS-21) 392.00 392.00

2 Current Assetsa) Inventories 17 7199.36 13034.51b) Trade Receivables 18 3696.95 3707.67c) Cash & Cash Equivalents 19 18.68 62.25d) Short-Term Loans & Advances 20 381.66 261.92e) Other Current Assets 21 138.54 287.54Sub-Total - Current Assets 11435.20 17353.89TOTAL- ASSETS 15649.20 21762.39COMPANY INFORMATION 1SIGNIFICANT ACCOUNTING POLICIES 2OTHER NOTES FORMING PART OF THEFINANCIAL STATEMENTS 3-29



FRN. 021622N

Place : Chandigarh (AJAY K. RATRA) (P.C.JAIN)Date : 29/05/2015 Company Secretary Internal Auditor

101

CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended 31.03.2015

(Rs. in Millions)

Particulars Notes For The YearEnded 31.3.2015

For The 18 Months Ended 31.03.2014

Revenue from operations:(a)Sale of Products 22 6165.48 19068.79(b)Other Operating Income 23 3.89 36.45Other Income 24 58.91 38.59Total Revenue (A) 6228.29 19143.83Expenses:Cost of materials consumed 25 3647.06 12680.51Purchase of Stock-in-Trade 25 275.64 1327.48Changes in inventories of finished goods, Work-in-process and Stock in Trade

25 855.70 2130.50

Employee benefit expenses 26 100.13 164.79Financial costs 27 1178.10 964.17Depreciation and amortization expenses 12 330.78 641.63Other expenses 28 424.27 1403.35Total Expenses (B) 6811.67 19312.42(Loss) / Profit before exceptionaland extraordinary items and tax

(A-B) (583.38) (168.59)

Less:Exceptional Items - 0.00

Loss on valuation of inventories 2953.32 -(Loss) / Profit before extraordinary items and tax (3536.70) (168.59)Less:Extraordinary Items - -(Loss) / Profit Before Tax (3536.70) (168.59)Less:Tax expense: - - (1) Current tax - 0.32

(2) Deferred tax 6 (64.26) (162.46)(Loss) / Profit for the period (3472.44) (6.45)EARNING PER EQUITY SHARE (Face Value of ` 2/- each)- Basic (52.23) (0.10)- Diluted (52.23) (0.09)COMPANY INFORMATION 1SIGNIFICANT ACCOUNTING POLICIES 2OTHER NOTES FORMING PART OF THEFINANCIAL STATEMENTS 3-29





(Rs. in Millions)

Particulars For the Year ended on 31.03.2015

For the 18 months ended on 31.03.2014

A. Cash Flow from Operating ActivitiesNet Profit before Tax and Extra Ordinary Items (3536.70) (168.59)ADJUSTMENT FOR:Interest Paid 1178.10 964.17Depreciation 330.78 641.63Interest Income (4.45) (17.55)Dividend Income - (0.07)Interim Dividend paid - 22.18Provision for Gratuity 1.51 1.46Provision for Leave Encashment 0.18 0.23Provision for Bonus 1.76 1.69Provision for loss on foreign Exchange Fluctuations - 58.86Loss on Sale of Fixed Assets/Profit on sale of Fixed asset - 0.22Loss on Sale of Investments 28.42 -

Operating Profit before Working Capital Changes: (2000.40) 1504.23ADJUSTMENT FOR:Trade Receivables 10.72 (2475.98)Short term advances (119.74) (26.35)Other current assets 149.00 433.00Inventory 5835.14 466.55Trade Payable (2741.05) 1909.37Other Liability (803.44) (1138.57)Cash generated from Operating Activities 330.22 672.24Income Tax Paid - -Net Cash Flow from Operating Activities 330.22 672.24

B. Cash Flow from Investing ActivitiesAddition Of Fixed asset (74.12) (176.65)Sale of Fixed assets - 16.00Non current investments 0.58 0.00Long term advances (149.57) (66.49)Other Non Current assets 58.67 16.97Dividend Income - 0.07Interest Income 4.45 17.55Net Cash used in Investing Activities (159.99) (192.55)Sub Total (A+B) 170.24 479.69

C. Cash Flow from Financing ActivitiesIncrease in Share Capital/Share warrants - 25.74increase in Share Premium - 66.00Increase in Long Term Loans (Net) 4013.66 (206.25)Increase in Short Term Borrowings (Net) (3050.87) 664.83Interim Dividend paid - (22.18)Long term Provisions 1.51 -Interest Paid (1178.10) (964.17)Dividend Paid - (14.69)Cash Flow from Financing Activities (213.81) (450.72)Net Increase in Cash & Cash Equivalent (43.57) 28.98Cash & Cash Equivalents at beginning of the year 62.25 33.28Cash & Cash Equivalents at end of the year 18.68 62.25

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31.03.2015



FRN. 021622N

Place : Chandigarh (AJAY K. RATRA) (P.C.JAIN)Date : 29/05/2015 Company Secretary Internal Auditor

103

NOTE - 1

GROUP INFORMATION

The consolidated financial statements comprise of the financial statement of Lakshmi Energy and Foods Limited (“LEAF”) and its subsidiaries Punjab Greenfield Resources Limited (“PGRL”), Lakshmi Green Power Limited (“LGPL”) and Green Energy & Foods Pte Limited, Singapore (“GEFP”).

NOTE – 2

I SIGNIFICANT ACCOUNTING POLICIES / BASIS OF PREPARATION:

i. Reference in these notes to the “company” shall mean to include LEAF and its subsidiaries viz. PGRL, LGPL and GEFP consolidated in these financial statements unless otherwise stated.

ii. The consolidated financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting and on the accounting principles of going concern except as stated hereinafter and except where impairment of assets is made and revaluation of assets is carried out, in accordance with all the applicable accounting principles generally accepted in India and comply with the mandatory applicable accounting standards and other relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines made thereunder.

iii. The financial statements of LEAF and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions in full as per the Accounting Standard (AS)-21 on consolidated financial statements.

iv. Accounting policies between LEAF and its subsidiaries are consistent. The relevant accounting policies being followed by LEAF have been duly disclosed in financial statements.

v. Accounting policies not specifically referred to otherwise have been consistently applied and are in consonance with generally accepted accounting principles recognized in the form of accounting standards.

vi. The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the LEAF’s and its subsidiaries’ separate financial statements.

vii. Accounting policies and Notes to Accounts of LEAF are set out in financial statements and are not being repeated herein but may be treated as a part and parcel of Accounting policies and Notes to Accounts to the consolidated balance sheet of LEAF and its subsidiaries.

II. REVENUE RECOGNITION

Expenses and Income considered payable and receivable respectively are accounted for on accrual basis except for the following items, which are accounted for on cash basis:

Disposal of Sundry items & Scraps etc.

III. SALES

i Sales are net of returns and shortage allowed to customers.

ii. Consignment Sales are recognized on confirmation from consignees.

IV. FIXED ASSETS

Fixed assets are stated at cost of acquisition or construction [including attributable interest and financial costs till such assets are ready for intended use, less accumulated depreciation, impairment losses and specific grants received, if any] except assets revalued on 31st March, 1999. In respect of projects involving institutional loans, related pre-operative and pre-operational expenses like up-front fees and appraisal fees have been capitalized. Interest paid on loans borrowed from institutions, which are attributable to construction or acquisition of fixed assets for the period up to the completion of construction or acquisition of fixed assets, has also been capitalized.

Notes Forming Part of Consolidated Financial Statements


V. BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized till the month in which each asset is put to use as part of the cost of asset.

VI. DEPRECIATION

i. Depreciation is provided, pro-rata, on Straight Line Method by applying rates and in the manner as given in Schedule II of the Companies Act, 2013.

ii. As per the Accounting Standard-6 “Depreciation Accounting” (AS-6) issued by the Institute of Chartered Accountants of India, depreciation on revalued assets has been adjusted with the revaluation reserve amount.

iii. Depreciation on Power plant was claimed as usual as per “As-6”issued by ICAI.

VII. IMPAIRMENT OF ASSETS

As per the Accounting Standard-28 “Impairment of Assets” (AS-28) issued by the Institute of Chartered Accountants of India, impairment is ascertained at each balance sheet date in respect of each of the company’s fixed assets. An impairment loss will be recognized whenever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.

VIII. VALUATION OF INVENTORIES The inventories are recorded as under:

i. Raw Materials Components, Stores & Spare parts & Packing Material

At Cost or net realizable value, whichever is less

ii. Finished Goods At Cost or net realizable value, whichever is less

iii. Goods in Progress At Estimated Cost

iv. By-Products At Estimated Cost

IX. INVESTMENTS

i. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments.

ii. Long term investments are carried at cost. However, provision for diminution in value is made to recognize a decline, other than temporary, in the value of investments, on an individual basis.

iii. Current Investments are carried at the lower of cost and fair value determined on a category-wise basis.

X. FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are affected. In case of forward contracts, if any, the difference between the forward rates and the exchange rates on the transaction dates is recognized as income or expense over the tenure of the related contracts.

The profit / loss arising out of the cancellation or renewal of forward exchange contracts are recorded as income / expense for the period.

At the year end, monetary items demonetized in foreign currency are reported using the closing rates of exchange. Exchange rate differences arising on realization / payment of foreign exchange are accounted for in the year of realisation / payment.

XI. EMPLOYEES’ RETIREMENT BENEFITS

i. Short term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit & Loss of the year in which the related services are rendered.

ii. Contribution to Defined Contribution Plans (Employees Provident Fund and Employees State Insurance Scheme) are made in accordance with the respective statutes, to the extent applicable, are recognized as an expense in the period in which the employees have rendered service.


105

iii. Liability for defined benefit plans is recognised based on provisions of relevant applicable statutes and company policies in the year in which the employees have rendered service.

XII. TAXATION

i. Income tax is computed in accordance with Accounting Standard-22 “Accounting for Taxes on Income” (AS-22) issued by the Institute of Chartered Accountants of India.

ii. Provision is made for income tax annually based on the tax liability computed after considering tax allowances and exemptions.

iii. The difference that results between the profit offered for income tax and the profit as per the financial statements is identified and, thereafter, a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered.

iv. The carrying amount of the deferred tax assets are reviewed at each balance sheet date. The company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such written down carrying amount is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

XIII. RESEARCH AND DEVELOPMENT

Revenue expenditure on research and development is charged out in the year in which it is incurred. Expenditure which results in creation of assets is included in fixed assets and depreciation is provided thereon on such assets, as applicable.

XIV. ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITES AND CONTINGENT ASSETS

Provisions are recognized in terms of Accounting Standard-29 “Provisions, Contingent Liabilities and Contingent Assets” (AS-29) issued by the Institute of Chartered Accountants of India, when there is a present legal or statutory obligation as a result of past events, where it is probable that there will be outflow of resources to settle the obligation and a reliable estimate of the amount of the obligation can be made.

Contingent liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent assets are not recombined in the financial statements.

XV. LEASE AGREEMENTS

The Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns etc.) These leasing arrangements which are not non-cancellable range between 6 months and 1 year generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as Rent/ Storage Charges in the Profit and Loss Account.

XVI. EARNING PER SHARE

In determining the earning per share, the company considers the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

XVII. FINANCIAL AND MANAGEMENT INFORMATION SYSTEMS

The books of accounts and other records have been designed to facilitate compliance with the relevant provisions of the Companies Act, 1956 on one hand and meet the internal requirements of information and systems for planning, review and internal control on the other.



(Rs. in Millions)


As At 31.03.2014

NOTE: 3SHARE CAPITALAUTHORISED CAPITAL10,00,00,000 Equity Shares of Rs 2/- each 200.00 200.00


ISSUED & SUBSCRIBED CAPITAL6,69,10,000 Equity Shares of Rs 2/- Each 133.82 133.82


PAID UP CAPITAL6,64,90,000 Equity Shares of Rs 2/- Each 132.98 132.98


TOTAL 132.98 132.98

Notes :

1) 84,000 Equity shares of the face value of Rs.10/- each were already forfeited in the earlier years.

2) During the year 34,80,000 convertible warrants of series-2 were forfeited due to non-exercise of the conversion option by the

allotee and upfront amount received by the company on such warrants were forfeited as per terms.

(A) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

(Rs. in Millions)

Particulars As at 31/03/2015 As at 31/03/2014No of Shares Amount No of Shares Amount

Ordinary Equity Shares outstanding at the beginning 66,490,000 132.98 63,190,000 126.38

Ordinary Equity Shares issued during the year - - 3,300,000 6.60

Ordinary Equity Shares bought back during the year - - - -

Ordinary Equity Shares outstanding at the end 66,490,000 132.98 66,490,000 132.98

(B) Terms/ rights attached to ordinary shares

The Company has issued only one class of ordinary equity shares having a par value of ` 2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting During the year ended 31/03/2015, the amount of dividend per share recognised for distribution to ordinary shareholders is Rs.Nil.

(Previous year: Rs` 0.30/-per share interim).

C) Details of shareholders holding more than 5% shares in the Company

S. No.

Particulars As at 31/03/2015 As at 31/03/2014No of Shares % of Holding No of Shares % of Holding

1 BALBIR SINGH UPPAL 16,175,985 24.33% 16,175,985 24.33%

2 GANESHAY OVERSEAS INDUSTRIES LTD. 4,632,000 6.97% 4,632,000 6.97%

3 LOIL HEALTH FOODS LTD 5,605,000 8.43% 5,605,000 8.43%


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(D) Aggregate number of bonus shares issued, Shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date: Nil.

(Rs. in Millions)


As At 31.03.2014

NOTE: 4RESERVES & SURPLUSGeneral ReserveOpening Balance 478.81 478.81

Add : Transferred from Profit & Loss Account - -

Closing Balance 478.81 478.81Securities Premium ReserveOpening Balance 2106.87 2040.87

Add : Addition during the year - 66.00

Closing Balance 2106.87 2106.87Revaluation ReserveOpening Balance - 29.06

Less: Utilised During the Year - 29.06

Closing Balance - -

Capital ReserveOpening Balance - -

Add: Addition during the year 19.14 -

Closing Balance 19.14 -Surplus In statement of Profit and LossOpening balance 4920.70 4880.59

Add : Excess provision of tax in earlier years - 46.47

Less : Adjustments - (0.10)

Add : Net Profit/(Net Loss) for the Current year (3472.44) (6.45)

Amount Available for appropriation 1448.26 4920.70

Less: Provision for Dividend (including Tax) - -Less: Amount Transferred to General Reserve - -

Closing Balance 1448.26 4920.70Total Closing Balance 4053.08 7506.38

Note: Rs. 19.14 million forfeited against 3480000 convertible warrants of series 2, which has been transferred to Capital Reserve.



(Rs. in Millions)


As At 31.03.2014

NOTE: 5Long Term BorrowingsTerm Loans : Securedi) Punjab National BankOutstanding Balance 2815.00 364.27

Less: Current maturity - 57.14

Non Current amount 2815.00 307.13ii) Syndicate BankOutstanding Balance 1300.68 -

Less: Current maturity - -

Non Current amount 1300.68 -Balance Outstanding 4115.69 364.27Current maturities of long term debt - 57.14

Non Current Amount 4115.69 307.13Unsecured Loans- From Directors 205.10 -

Total 4320.79 307.13

Notes :

(i) Refer note no. 29(1) in standalone other notes to accounts.

(ii) Working capital Term Loans and FITL facilities (fund based & non fund based limits) are secured by first pari passu charge over raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation and second pari passu charge onthe fixed assets of the company, present and future except term loan of Rs. 320 million which is secured by first charge by way of equitable mortgage on immovable properties and movable fixed assets and second pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation. Further, the facilities would have personal guarantees of S. Balbir Singh Uppal and S. Janak Raj Singh, Directors of the company.

(iii) The interest on the above term loans from banks are linked to the respective banks base rates which are floating in nature. As of March 31, 2015 the interest rate was 10.75% per annum.

(iv) There is no continuing default in repayment of any of the above secured bank loan. Particulars As At

31.03.2015 As At

31.03.2014 NOTE: 6Deferred Tax Liabilities ( Net)Opening DTL Balance 506.19 668.65

DTA Charged to the statement of Profit & Loss (64.26) (162.46)

Closing DTL Balance 441.93 506.19


109

(Rs. in Millions)


As At 31.03.2014

NOTE: 7Long Term Provisions - Provision for Employee Benefit (Gratutity) 8.54 7.03

TOTAL 8.54 7.03


As At 31.03.2014

NOTE: 8Short Term BorrowingsWorking Capital Limits : Secured

Cash Credit/Packing Credit Facilities/Short Term Loans

From Banks

i) Punjab National Bank 2080.34 3927.51ii) Syndicate Bank 1176.52 2424.94iii) Axis bank 642.03 629.07iv) ICICI Bank 1292.14 1260.38

TOTAL 5191.03 8241.90(Above includes Brrowings in Foreign Currency)Axis Bank - 89.69

ICICI Bank - 222.00

Notes : (i) Refer note no. 29(1) in standalone other notes to accounts.(ii) Working capital facilities (fund based & non fund based limits) are secured by first pari passu charge over stocks, stores, raw

materials, inventories, work in progress, finished goods and also book debts, bills andmoneys receivable of the Company by way of hypothecation and second pari passu charge on the fixed assets of the company, Further, the facilites would have personal guarantees of S. Balbir Singh Uppal and S. Janak Raj Singh, Directors of the company.

(iii) The interest on the above loans from banks are linked to the respective bank’s base rates which are floating in nature. As of March 31, 2015 the interest rate on WC limites was10.75% per annum.

(iv) There is no continuing default in repayment of any of the above secured bank loan.


As At 31.03.2014

NOTE: 9Micro & Small Enterprises* - -

Others 1078.96 3816.57TOTAL 1078.96 3816.57

*There are no Micro, Small and Medium Enterprises, (Previous Year NIL) to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2015. This information, required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. Moreover, the Company primarily deals in procurement of agri-products which are sourced from the Farmers and Aartias (Commission Agents) who are not covered under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006.



(Rs. in Millions)


As At 31.03.2014

NOTE: 10Other Current LiabilitiesCurrent Maturities of Long Term debt - 57.14

Sundry Creditors - for Capital Goods 10.26 7.33

Other Liabilities 399.74 1072.92

Unclaimed Dividend* 2.24 2.24

Statutory Liabilities 5.21 21.83

TOTAL 417.46 1161.47

* During this year, there was no amount due for transfer to Investor Education & Protection Fund.


As At 31.03.2014

NOTE: 11Short Term Provisions - Income Tax - 0.32

- Provision for Leave Encashment 0.18 0.23

- Provision for Bonus 1.76 1.69

- Provision for loss on Foreign Exchange Fluctuations* - 58.86

Total 1.94 61.10

In respect of Previous Year :

* Provision for unrealised loss on Foreign Currency Forward Contracts outstanding as on 31.03.2014 is Rs.14.72 millions

* Provision for Foreign Exchange loss on PCFC outstanding as on 31.03.2014 is Rs.44.14 millions


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(Rs. in Millions)


As At 31.03.2014

NOTE: 13Capital WIP-Building/Plant & Machinery 79.67 61.20

TOTAL 79.67 61.20


As At 31.03.2014

NOTE: 14NON CURRENT INVESTMENTS AT COSTNon Trade Investments (at cost)Equity SharesIn equity Shares Unquoted, Fully Paid Up :10,00,000(Previous Year 10,00,000) Equity Shares of Rs. 10/- each in Nav Bharat International Limited, fully paid

100.00 100.00

48,49,300 (Previous Year 48,49,300) Equity Shares of Rs. 10/- each in Victor Foods Limited, fully paid

19.49 48.49

In equity Shares of Subsidiary’s CompanyUnquoted, fully Paid UpQuoted Investments.11,360 Equity Shares of Rs. 10/- each in IDBI, fully paid 0.92 0.92

(Market Value as on 31-03-2015 in Rs. 0.80 Millions)

Other InvestmentsGold 0.11 0.11

Total 120.52 149.52


As At 31.03.2014

NOTE: 15Long Term Loans and Advances- Advances for Capital Goods 23.31 9.77

- Security Deposits 57.33 57.06

- Other Advances 735.01 599.25

Total 815.65 666.08


As At 31.03.2014

NOTE: 16Other Non Current Assets- In Deposit Accounts

FD's Against Bank Guarantee 5.52 85.20

FD to Sales tax Dept 0.10 0.10

FD's Against L/c margin 29.59 3.40

- Pre-operative expenses 5.13 10.30

- Mat Credit Entitlement 348.45 348.45

Total 388.79 447.46

113


(Rs. in Millions)


As At 31.03.2014

NOTE: 17Inventories

(As taken, valued and

certified by management)

Raw Materials 3774.05 8179.05Finished Goods/Semi-finished Goods 3133.78 3985.80Gunny Bags/Packaging Material/Other Consumable Stores 291.53 869.66Total 7199.36 13034.51


As At 31.03.2014

NOTE: 18SUNDRY DEBTORS

Debts outstanding for a period exceeding 6 months

from Due Date of Payment

-Good & Unsecured 3522.60 231.74Other Debts

-Good & Unsecured 174.35 3475.94Total 3696.95 3707.67


As At 31.03.2014

NOTE: 19Cash and Cash Equivalents

Cash in Hand 13.20 26.69Balance with Scheduled Banks

- In Current Accounts 5.48 35.57Total 18.68 62.25


As At 31.03.2014

NOTE: 20Short Term Loans and Advances

Unsecured and considered good

- Advances recoverable in cash or in kind or for value to be received 381.66 261.92

Total 381.66 261.92



(Rs. in Millions)


As At 31.03.2014

NOTE: 21Other Current Assets

(Unsecured but considered good)

- Pre-paid Exp. 5.08 20.42

- Advance Income Tax / TDS Receivable 0.91 1.13

- Other Current Assets 132.55 266.00

Total 138.54 287.54


As At 31.03.2014

NOTE: 22Revenue From Operations

- Food Grains

Export 721.52 1269.76

Deemed Export 4053.61 7147.79

Domestic 953.14 9449.38

- Traded Goods 240.03 715.49

- Power 92.06 89.40

- Oils 38.54 384.26

- Others 66.57 12.71

TOTAL 6165.48 19068.79


As At 31.03.2014

NOTE: 23Other Operating Income

Transport Income 3.89 36.45

TOTAL 3.89 36.45


As At 31.03.2014

NOTE: 24OTHER INCOME

Insurance Claim Received 8.30 15.38

Rebate & Discount 0.32 5.59

Dividend Income - 0.07

Interest Received

- on bank FDRs 4.45 15.84

- others - 1.71

Difference in Foreign Exchange 44.70 -

Market Fee & RDF Refund Received 1.14 -

TOTAL 58.91 38.59

115


(Rs. in Millions)


As At 31.03.2014

NOTE: 25COST OF MATERIALS CONSUMED

Food Grains 3542.54 12568.99

Others 104.52 111.52

TOTAL 3647.06 12680.51

PURCHASE OF TRADED GOODSFood Grains 42.88 1286.32

Palm Oil 232.76 -

De-oiled Rice Bran - 41.16

TOTAL 275.64 1327.48

CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESSStocks at the beginning of the year

- Semi Finished/Finished Goods (A) 3989.48 6116.29

Less: Stock at the end of the year

- Semi Finished/Finished Goods (B) 3133.78 3985.80

TOTAL (A-B) 855.70 2130.50


As At 31.03.2014

NOTE: 26PERSONNEL EXPENSESSalaries & wages 78.55 133.27

Directors' Remuneration 18.00 24.45

Contribution to Provident & Other funds 0.24 1.98

Gratuity Expenses 1.51 1.46

Staff Welfare Expenses 1.79 3.61

Recruitment & Training expenses 0.04 0.02

Total 100.13 164.79


(Rs. in Millions)


As At 31.03.2014

NOTE: 27FINANCIAL EXPENSES :

Bank Charges/Processing Charges 17.33 19.07

Interest

- Term Loans 45.78 100.56

- Others 1114.99 844.54

TOTAL 1178.10 964.17


As At 31.03.2014

NOTE: 28Other Expenses

Power & Fuel 44.76 122.13

Labour charges 32.97 29.05

Rent 29.33 12.88

Other Consumables 8.69 11.50

Repairs & Maintainance

- Building 1.53 1.08

- Machinary 6.43 15.01

- Others 1.63 3.71

Insurance 18.73 26.16

Export Expenses 33.84 64.69

Foreign Exchange Fluctuations :

- on forward contracts & PCFC - 632.84

- on realisations - 95.52

Auditors Remuneration :

- Audit Fee 1.47 2.34

- Tax Audit Fee 0.26 0.31

- Reimbursement of expenses 0.27 0.06

Brokerage On Sales 21.97 20.07

Advertisment Expenses 1.58 6.04

Business Promotion Expenses 3.09 8.31

Freight outward Expenses 10.73 5.27

Cash Discount 95.36 188.57

Postage,Telephone & Internet expenses 1.41 2.49

Loss on sale of Investments / Fixed asset 28.42 0.22

Legal and Professional Expenses 9.56 22.29

Charity And Donation 1.38 2.55

Fee & Subscription 3.91 3.87

Watch&Ward Exp 0.34 0.53


117

Vehicle Exp 16.47 35.23

Office Expenditure 1.16 2.42

Travelling & Conveyance 5.46 9.73

Other Expenditure 43.50 78.46

TOTAL 424.27 1403.35

NOTE 29

CONSOLIDATED NOTES TO THE ACCOUNTS

1. Accounting policies and Notes to Accounts of LEAF are set out in financial statements and are not being repeated herein but may be treated as a part and parcel of Accounting policies and Notes to Accounts to the consolidated balance sheet of LEAF and its subsidiaries.

2. Contingent Liabilities:

i. Income-tax demand raised for the earlier years is Rs. 83.50 Millons (Previous year – Rs. 91.20 million)]. Appeal is pending before CIT (Appeal). And the Management is expecting a favourable decision.

ii. Claims amounting to Rs804.21million (Previous year – Rs. 804.21 millions) by various creditors, suppliers, agents, various state procurement agencies etc. are pending before various Courts and quasi-judicial authorities.

3. During the year, the company has accounted for deferred tax liability in accordance with the Accounting Standard (AS)-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

Provision for income tax has been reviewed as on the balance sheet date and has been adjusted to reflect the current best estimate in accordance with the Accounting Standard (AS)-29 “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India.

4. The company has examined the indications listed in Accounting Standard (AS)-28 on “Impairment of Assets” as issued by the Institute of Chartered Accountants of India and it has been found that none of the indications as listed in the said accounting standard are present in the case of the company

5. Earning per share is calculated by dividing the profit after provision for income tax by the weighted average number of equity shares outstanding during the year.

The calculation of Earnings per share (EPS) as disclosed in the Profit and Loss Account has been made in accordance with Accounting Standard (AS) - 20 on “Earning per Share” issued by the Institute of Chartered Accountants of India.

Current Year Previous yearProfit/(Loss) after Tax (Rs. in millions) (3472.44) (6.45)

Weighted Average Number of Equity Shares outstanding during the Year - Basic

66490000 66051095

Basic Earnings per share (in Rs.) (52.23) (0.10)

Weighted Average Number of Equity Shares outstanding during the Year - Diluted

66490000 69330877

Diluted Earnings per share (in Rs.) (52.23) (0.09)

Nominal Value per Share (in Rs.) 2.00 2.00

6. Interest costs on specific borrowings attributable to qualifying assets are capitalized. Other interest and borrowing costs are charged to revenue.

7. The figure of ‘Sales’ appearing in the profit & loss account is the consolidated figure of sales effected through different offices of the company. The sale includes export sale, trading sale, domestic sale and sale to Government agencies.



8. As per the Accounting Standard (AS)-4 “Events Occurring after the Balance Sheet Date”. Events occurring after the balance sheet date under review, which do not affect the figures as stated in the financial statements normally do not require any disclosure, in the financial statements although they may be of such significance that may require a disclosure in the report of the approving authority to enable the users of the financial statements to make proper evaluations and decisions. Since the board of directors of the company is the approving authority for the financial statements, accordingly, if any such disclosure has been made by the management of company in the report of the board of directors of company and hence no disclosure has been made herein.

9. The information given below is about the segment reporting as per AS-17 issued by the Institute of Chartered Accountants of India.

PARTICULARSCONSOLIDATED

01.04.2014 to 31.03.2015 01.10.2012 to 31.03.2014

AGRI ENERGY TOTAL AGRI ENERGY TOTAL

A. PRIMARY SEGMENT

1 SEGMENT REVENUE

Sales: 6316.17 428.83 6745.00 19038.49 697.47 20005.96

Less: Inter segment revenue - - (579.53) - - (937.17)

Revenue net of Inter segment - - 6165.47 - - 19068.79

2 SEGMENT RESULT (2157.49) 129.67 (2027.82) 1126.18 310.50 1436.68

Less: Other unallocable Expenditure net of unallocable Income

- - 330.78 - - 641.63

Interest - - 1178.10 - - 964.17

Loss before Tax - - (3536.70) - - (168.59)

Provision for Tax - - - - - 0.32

Provision for Fringe Benefit Tax - - - - - -

Deferred Tax - - (64.26) - - (162.46)

Profit after Tax - - (3472.44) - - (6.45)

3 SEGMENT CAPITAL EMPLOYED

4437.35 1539.11 4976.46 4392.09 1539.11 5931.20

B. SECONDARY SEGMENT (GEOGRAPHICAL)

India 1298.28 92.06 1390.34 10561.84 89.40 10651.24

Deemed Export 4053.61 - 4053.61 7147.79 - 7147.79

Rest of World 721.52 - 721.52 1269.76 - 1269.76





119

Notes


Notes

Lakshmi Energy and Foods LimitedS.C.O. 18-19, 1st Floor, Sector 9-D,Madhya Marg,Chandigarh – 160017 India Tel: +91-172-2740352; Fax: +91-172-2743057

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