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LOTTE India Corporation Limited Annual Report 2023-2024 Summary: **Corporate Information:** * **Board of Directors:** Lists the names and roles of the company's board members, including Kyungwoon Cho (Chairman cum ED), Milan Wahi (Managing Director), and others. * **Key Personnel:** Includes details about the Chief Financial Officer (Jeongkwan Heo) and Company Secretary (T.G. Karthikeyan). * **Registered and Corporate Offices:** Provides the addresses of the registered office in Ahmedabad and the corporate office in Chennai, with a change in the registered office effective July 23, 2024. * **Factories:** Lists the locations of the company's manufacturing plants in Nellikuppam, Nemam, and Rohtak. * **Auditors and Bankers:** Names Price Waterhouse Chartered Accountants LLP as auditors and HDFC Bank Ltd as the company's banker. **Notice of Annual General Meeting (AGM):** * **AGM Details:** The 69th AGM will be held on September 30, 2024, via video conferencing. * **Ordinary Business:** Includes considering and adopting the financial statements for the year ended March 31, 2024, and appointing a director in place of Mr. Milan Wahi, who is retiring by rotation. * **Special Business:** Consists of several resolutions, including the appointment of Mr. Jun Yeon Kim and Mr. N. Ramesh Rajan as Directors and the reappointment of Mr. Kyungwoon Cho as Chairman cum Executive Director. It also includes revisions to the remuneration of Mr. Milan Wahi and Mr. Jeongkwan Heo. Special resolution to maintain statutory registers and returns at the Corporate office of the Company. * **Director Remuneration:** Outlines the salary, allowances, and benefits for Mr. Kyungwoon Cho and Mr. Milan Wahi, including specific amounts for basic salary, allowances, rent-free accommodation, car maintenance, medical reimbursements, and other perks. * **E-voting Instructions:** The company will offer e-voting facility to all shareholders, having entered into an agreement with CDSL for facilitating e-voting. Remote e-voting will be available from September 27, 2024, to September 29, 2024. * **Virtual Meeting Details:** The AGM will be held via video conferencing (VC) or other audio-visual means (OAVM). A first come first served basis for attending VC/OAVM will be available to the first 1000 members. * **Requirements for Participation:** Shareholders require to allow the Camera and use Internet with a good speed to avoid any disturbance during the meeting. * **Shareholder Instructions:** Detailed instructions for shareholders on how to access and participate in remote e-voting and virtual meetings, including specific URLs and login methods for CDSL and NSDL depository participants. Includes login methods for holding shares in Demat and physical form. * **Contact Information:** Specifies contacts for technical issues related to login and e-voting. * **Process for Shareholders Whose Email/Mobile No. Are Not Registered:** Details the process for physical and Demat shareholders to register their email/mobile details with the company or depositories. **Annexure to the Notice:** * **Director Profiles:** Provides the profiles of the directors seeking appointment/reappointment, including their qualifications, experience, and committee memberships. Namely, Mr.Jun Yeon Kim, Mr.N.Ramesh Rajan, Mr. Kyungwoon Cho, Mr.Milan Wahi * **Explanatory Statement:** Explains the resolutions related to the appointment and remuneration of directors, clarifying that none of the directors are interested or concerned in the resolutions, other than the director being appointed or having their remuneration revised. * **Reason for Appointment:** The board meeting held on the 5th of March, 2024 appointed Mr.Jun Yeon Kim and Mr.N.Ramesh Rajan as Additional Director based on the recommendations of the Remuneration and Nomination Committee meeting held on same date. * **Registered Office Shift:** The Registered office of the Company was shifted with effect from 26th April 2024 as per the Order of Regional Director, Southern Region, Ministry of Corporate Affairs and new Corporate Identification Number was allotted by Registrar of Companies, Ahmedabad on 23.07.2024 **Directors' Report 2023-24 & Management Discussion & Analysis:** * **Financial Performance:** The Company's gross sales for the year ended March 31, 2024, were Rs. 74,427.45 lakhs, compared to Rs. 65,724 Lakhs in the previous year. The profit after tax was Rs. 2,220 lakhs, versus a loss of Rs. 125.54 lakhs the year prior. * **Dividend:** The Board of Directors has decided not to recommend any dividend for the year period ended 31st March, 2024. * **Industry Trends:** The FMCG industry faced challenges due to weather and consumer sentiment, but Lotte saw growth in cream biscuits. New product launches included Choco Burst & Orange Pie, and a new Choco Pie line was commercialized. * **Outlook:** Markets are expected to have subdued growth due to extreme heat, but festive season should bring enthusiasm back to consumer sentiment. New products are expected to help gain momentum, and continued investment in building brand Lotte is expected. * **Internal Control System:** Adequate internal control systems are in place, ensuring compliance, asset safeguarding, and reliable financial information. * **Annual Return:** The copy of Annual Return is posted on Company's website (www.lotteindia.com). * **Board Meetings:** The Details of number of meetings of Board of Directors and its committees are provided under the Corporate Governance Report. * **Directors' Responsibility Statement:** Confirms the directors' responsibility for the preparation of annual accounts, compliance with accounting standards, and the maintenance of adequate accounting records. * **Declaration from Independent Directors:** D.G.Rajan, Jeehye You and N. Ramesh Rajan have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. * **Nomination & Remuneration Policy:** Provides for appointment, remuneration and removal of Directors, KMP & Senior Management Personnel and criteria for the same. * **Related Party Transactions:** All the transactions of the Company with related parties are at arm's length and have taken place in the ordinary course of business. No transaction entered with related parties was material. * **Deposits:** The company has not accepted any deposits and as such, no amount towards principal or interest on same has been outstanding as on date. * **Material Changes:** There is no material change or commitments after closure of the accounting year till the date of this report. * **Conservation of Energy, Technology Absorption, and Foreign Exchange:** * The company conserved energy and saved around Rs.0.88 crores due to the use of wind power and the company generated 1.21 Lakhs units of Solar power at Rohtak factory. * Expenditure incurred on Research and development: Rs 64.70 lakhs. * Foreign exchange earnings and Outgo : 1108.10 and 11582.37 (Rs. in Lakhs) * **Business Risk Management:** A Risk Management Policy has been developed and implemented by the company. * **Corporate Social Responsibility:** Spent Rs. 15.60 lakhs towards CSR activities. * **Directors:** Mr.Myeongrim Choi, Director resigned from the post of Director. Mr.Jeongkwan Heo resigned from the post of Whole Time Director and from the Directorship of the Company with effect from on 28th June, 2024. Mr.Kyungwoon Cho was reappointed as Chairman cum Executive Director for a period of 3 years. Mr.Milan Wahi, Director will retire by rotation and Company has appointed Mr.N. Ramesh Rajan, as an Independent Director for one year. * **Key Managerial Personnel:** The Company designated Mr.Kyungwoon Cho, Chairman cum Executive Director, Mr. Milan Wahi, Managing Director, Mr.Jeongkwan Heo, Chief Financial Officer and Mr.T.G.Karthikeyan, Company Secretary as Key Managerial Personnel. * **Statutory Auditors:** M/s. Price Waterhouse Chartered Accountants LLP, Chennai was appointed as Statutory auditors of the Company. * **Merger :** The Board of Directors has accorded its approval for the merger of Havmor Ice Cream Private Limited with your Company. * **The Company has complied with provisions relating to the constitution of Internal Complaints Committee** under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. **Annexure 1 to Director’s Report:** * **CSR Activities:** Summary of the company’s CSR activities for the financial year ended 31.03.2024 and CSR policy brief. * **CSR Committee Composition:** Including D.G. Rajan, Kyungwoon Cho, and Milan Wahi. * **CSR Spend:** Total CSR obligation was Rs.14.34 lakhs, and the amount spent on CSR projects was Rs.15.60 lakhs. **Form No. MR-3 & Annexure 3 to Director's Report** * **Secretarial Audit Report:** Report on compliance with statutory provisions and adherence to good corporate practices. Back up of accounts maintained in electronic mode has not been maintained on servers physically located in India. **Report on Corporate Governance:** * **Committee Composition:** Details the composition of the Audit Committee, Remuneration & Nomination Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. * **Directors Meeting:** The Attendance of each director at the Board Meetings and the last AGM are provided. * **Remuneration:** The Remuneration policy details are available in the Nomination and Remuneration policy mentioned in the Directors' Report. * **Independent Directors Meeting:** D.G.Rajan and Jeehye You had a Meeting on 5th March, 2024 without the presence of other directors and evaluated the performance of Board, Directors and Chairman. * **Related Party Transactions:** There were no materially significant related party transactions. * **Risk Management:** The Board of Directors were presented the risk assessment and minimization of the same which is subject to periodical review. * **The Registered office of the Company was shifted on 26th April 2024.** * **Disclosure:** Code of Conduct for the Board members and Senior Management personnel has been adopted by the Board. **Financial Statements:** * **Balance Sheet:** Details the assets, equity, and liabilities of the company as of March 31, 2024, and March 31, 2023. * **Statement of Profit and Loss:** Presents the revenue, expenses, and profit/loss for the year ended March 31, 2024, and March 31, 2023. * **Statement of Changes in Equity:** Shows the changes in equity over the past two years. * **Statement of Cash Flows:** Indicates the cash inflows and outflows from operating, investing, and financing activities. * **Notes to Financial Statements:** Provides detailed explanations of the accounting policies, significant estimates and judgements, and other relevant information related to the financial statements. * **Auditor's Report:** Contains the auditor's opinion on the financial statements, a report on other legal and regulatory requirements, and the responsibilities of management and auditors.
LOTTE ANNUAL REPORT 2022-2023 **Corporate Information** * **Board of Directors:** The board includes KYUNGWOON CHO (Chairman cum ED), MILAN WAHI (Managing Director), JEONGKWAN HEO (Whole Time Director & CFO), MYEONGRIM CHOI (Director), D.G.RAJAN (Independent Director), and JEEHYE YOU (Independent Director). * **Company Secretary:** T.G.KARTHIKEYAN * **Registered Office:** No.4/111, Mount Poonamallee Road, Manapakkam, Chennai – 600 089. * **Head Office:** No.4/169, Rajiv Gandhi Salai (OMR) Kandanchavadi, Chennai – 600 096. * **Factories:** Nellikuppam (Cuddalore Dist), Tamil Nadu, Nemam, Chennai, Tamil Nadu, and Rohtak, Haryana. * **Auditors:** Price Waterhouse Chartered Accountants LLP, Chennai. * **Bankers:** HDFC Bank Ltd. **Ten Years At A Glance (Financial Performance)** * Gross income increased from ₹49,429 lakhs in 2021-22 to ₹65,416 lakhs in 2022-23. * The company reports a Profit/(Loss) after tax of (₹126) in lakhs for 2022-23, compared to a profit of ₹1,150 lakhs in the previous year. * Total shareholders' funds have increased to ₹64,029 lakhs. * Borrowings have decreased to ₹5,611 lakhs in 2022-23 * The debt-equity ratio has improved from 0.24 in 2021-22 to 0.09 in 2022-23. * There were no dividends declared for any of the years mentioned. * Company switched over from erstwhile IGAAP to IndAS from F.Y 2018-19. **Notice to Shareholders (Annual General Meeting)** * The 68th Annual General Meeting (AGM) will be held on Friday, September 29th, 2023, at 11:00 A.M. (IST) through video conferencing. * Agenda includes adopting the audited financial statements for the year ended March 31st, 2023, and appointing a Director. * Revisions to remuneration for Mr. Kyungwoon Cho, Mr. Milan Wahi, and Mr. Jeongkwan Heo. * Approval of allowance amount of Rs.2,50,000 paid to Mr.Jeongkwan Heo during the period from 30.08.2022 to 31.03.2023. * E-voting is available for shareholders. * The Company had allotted 3238595 equity shares of Rs.10 each at a premium of Rs.531 per share to Lotte Confectionery Co. * Provides instructions for e-voting and joining virtual meetings. **Directors’ Report & Management Discussion and Analysis** * The Company achieved gross sales of Rs. 65,724 lakhs for the year ended 31st March, 2023, compared to Rs. 49,654 Lakhs for the year ended 31st March, 2022. A Loss after tax of Rs.125.54 lakhs was incurred during the year. * The cost of raw materials and packing materials increased significantly due to inflation and the Ukraine-Russian war. * Company focused on core brands such as Coffy Bite & Coconut Punch. The Company launched a new range of Lollipops and Fruit Jellies. * The Company will commercialize its new Choco Pie line in Nemam factory. * The Company has internal control systems. * Highlights the company’s commitment to corporate governance. * States Board of Director confirmations on annual accounts and compliance. * Describes the nomination and remuneration policy, including appointment and evaluation criteria for directors, KMP, and senior management. * The remuneration is based on overall company performance and individual contributions. * The Company does not have Inter-Corporate Loans/ Guarantees * The directors took steps to conserve energy. Saved about Rs.1.15 crore in energy costs. * States an increase in export sales is planned. * Set up of additional line for manufacturing Chocopie at Chennai factory. * Company has constituted a CSR committee of Board of Directors and has adopted a CSR Policy. * Appointed Mr.Jeongkwan Heo as Whole Time Director. * Mr.Milan Wahi was reappointed as Managing Director. * Ms.Jeehye You was appointed as Independent Director. * Internal auditor for the year 2023-24 is Grant Thornton Bharat LLP. * Cordinal industrial relations at all factories. **Annexure 1 to Directors’ Report (CSR Activities)** * Outlines the company's CSR policy, emphasizing social and economic development contributions. * Reports the composition of the CSR Committee, including D.G. Rajan, Kyungwoon Cho, and Milan Wahi. * Indicates that no CSR meetings were held as the provisions of Section 135(1) of the Companies Act, 2013 did not apply during the year 2022-23. * Financial details regarding average net profit/loss, required CSR expenditure, and actual amount spent are reported as Nil. **Financial Statements and Auditor’s Report** * Independent Auditor's Report from Price Waterhouse Chartered Accountants LLP * Balance Sheet as at March 31, 2023, includes equity, liabilities, and assets. Total assets: ₹88,602.70 lakhs * Statement of Profit and Loss for the year ended March 31, 2023, showing total income and expenses. The loss before tax: ₹687.00 lakhs * Statement of Changes in Equity for the year ended March 31, 2023, presenting details on equity capital, reserves, and surplus. * Statement of Cash Flows for the year ended March 31, 2023, reporting cash flows from operating, investing, and financing activities. Net cash inflow from operating activities: Rs. 6,199.58 lakhs. * Auditor’s report includes information on key audit matters, responsibilities of management, and compliance. * Notes to the financial statements detail the accounting policies, disclosures, and other relevant information. * Details on Capital Commitments, Contingent Liabilities.
Lotte India Corporation Limited Annual Report 2021-2022: **Corporate Information:** The Board of Directors includes Kyungwoon Cho (Chairman cum ED), Milan Wahi (Managing Director), In Chul Yeo (Whole Time Director & CFO, till 29-03-2022), Jeongkwan Heo (Whole Time Director & CFO, from 30-08-2022), Myeongrim Choi (Director), D.G. Rajan (Independent Director), Hye Lim Jeon (Independent Director, till 16-12-2021), and Jeehye You (Independent Director, from 29-03-2022). T.G. Karthikeyan is the Company Secretary. The registered office is located at No.4/111, Mount Poonamallee Road, Manapakkam, Chennai – 600 089, and the head office is at No.4/169, Rajiv Gandhi Salai (OMR), Kandanchavadi, Chennai – 600 096. Factories are located in Nellikuppam (Cuddalore Dist), Tamil Nadu; Nemam, Chennai, Tamil Nadu; and Rohtak, Haryana. Price Waterhouse Chartered Accountants LLP, Chennai, serves as the auditors, and HDFC Bank Ltd is the banker. **Key Financial Highlights (Rs. in Lakhs):** The company switched over from IGAAP to IndAS from F.Y 2018-19. * **Gross Income:** Increased from 41,682 in 2020-21 to 49,429 in 2021-22. * **Profit After Tax (PAT):** Increased from 1,004 to 1,150. * **Total Shareholders' Funds:** Increased from 45,432 to 46,614. * **Gross Fixed Assets:** Increased from 73,245 to 74,238. * **Net Assets Employed:** Decreased from 54,963 to 54,511. * **Net Worth per Equity Share (Rs):** Increased from 418.20 to 429.08. **Notice of Annual General Meeting:** The 67th Annual General Meeting (AGM) will be held on September 29th, 2022, via video conferencing. Agenda includes adopting audited financial statements, appointing a director in place of Mr. Myeongrim Choi (retiring by rotation), and special resolutions related to the appointment of Ms. Jeehye You as an Independent Director, the appointment of Mr. Jeongkwan Heo as a Director liable to retire by rotation and as Whole Time Director, and reappointment of Mr. Milan Wahi as Managing Director. Remuneration details for Mr. Heo and Mr. Wahi are specified, subject to shareholder approval. Shareholders are offered e-voting facility through CDSL. **Board Meetings:** Four Board Meetings were held during the year, with details of attendance provided in the Corporate Governance Report. The Directors' Responsibility Statement confirms adherence to accounting standards, proper maintenance of records, preparation of annual accounts on a going concern basis, and adequate internal financial controls. **Other Key Points from Directors' Report and Management Discussion:** * The company will issue up to 35,00,000 equity shares at a premium to Lotte Confectionery Co.Ltd, Seoul, Korea to finance a new Chocopie line at the Nemam plant. * The company is subject to inflationary pressures, leading consumers to shift towards smaller SKUs, and continues to invest in brand building and distribution. * Lotte expanded into the cake category with Frutopie. * The company emphasizes internal control systems and compliance with applicable statutes. * The company’s Remuneration and Nomination policy provides appointment and removal of Directors, KMP & Senior Management Personnel and criteria for the same. * The Company has no inter-corporate Loans/ Guarantees. * The company utilized wind power at its factories and Head Office resulting in cost savings of Rs.75.44 Lakhs. * The company has an existing solar power plant at Rohtak factory and considers expanding solar power use at Nemam. * The company is focusing on technology absorption and continues efforts to enhance and maintain quality. * The paid-up share capital is Rs. 1086.38 Lakhs. * The company has established a Corporate Social Responsibility (CSR) committee and follows a related CSR policy. * The Company has developed and implemented a Risk Management Policy. * There is no significant fraud reported. * There are no significant orders passed by regulators/courts which would impact the going concern status. * There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. **Auditors' Report:** * Price Waterhouse Chartered Accountants LLP issued an independent auditors’ report with an unqualified opinion on the financial statements. * The report includes an Annexure B with details on matters specified in the Companies (Auditor's Report) Order, 2020. **Additional Key Financial Details:** * Details on property, plant, and equipment, intangible assets, right-of-use assets, investment properties, inventories, trade receivables, cash and cash equivalents, borrowings, equity, and various other balance sheet and profit and loss items are provided in the financial statements with detailed notes. * Information on related party transactions, segment reporting, and capital commitments is included. * Ratios like Current Ratio (0.89), Debt-Equity Ratio (0.24), and Return on Equity Ratio (0.02) are provided and analyzed. * Additional regulatory information as required by Schedule III.
Lotte India Corporation Limited Annual Report 2020-2021 Summary: **Corporate Information:** * **Board of Directors:** Lists Kyungwoon Cho as Chairman cum ED (from 08.03.2021), Yun Kang Jung as Chairman (till 27.02.2021), Milan Wahi as Managing Director, In Chul Yeo as Whole Time Director & CFO, Myeongrim Choi as Director (from 07.08.2020), Mang Ko Noh as Director (till 07.08.2020), D.G. Rajan as Independent Director, Hye Lim Jeon as Independent Director. * **Company Secretary:** T.G.Karthikeyan * **Registered Office:** No.4/111, Mount Poonamallee Road, Manapakkam, Chennai – 600 089. * **Head Office:** No.4/169, Rajiv Gandhi Salai (OMR) Kandanchavadi, Chennai – 600 096. * **Factories:** Nellikuppam (Cuddalore Dist), Tamil Nadu; Nemam, Chennai, Tamil Nadu; Rohtak, Haryana. * **Auditors:** Price Waterhouse Chartered Accountants LLP, Chennai. * **Bankers:** HDFC Bank Ltd. **Ten Years at a Glance:** This section presents a table of key financial metrics spanning from 2012 to 2021. Key figures include Gross Income, Profit/Loss before Depreciation, Interest & Tax, Profit/Loss Before Tax (PBT), Profit/Loss After Tax (PAT), Total Shareholders’ Funds, Borrowings, Gross Fixed Assets, Depreciation, Net Fixed Assets, Capital Work-In-Progress, Net Current Assets, and various ratios such as ROCE, PBDIT to Gross Income, Earnings Per Share (EPS), Net Worth per Equity Share, and Debt: Equity Ratio. The report includes a note that Lotte foods India Private Ltd was merged and that company has switched over from Erstwhile IGAAP to IndAs from F.Y 2018-19. **Notice of Annual General Meeting:** * The 66th Annual General Meeting (AGM) will be held on Thursday, September 30, 2021, at 10:30 A.M. (IST) via Video Conferencing / Other Audio Visual Means. * **Ordinary Business:** Adopting the audited financial statements for the year ended March 31, 2021, and the reports of directors and auditors; Appointing a director in place of Mr. Milan Wahi, who retires by rotation and is eligible for reappointment; Appointing M/s. Price Waterhouse Chartered Accountants LLP, Chennai, as statutory auditors. * **Special Business:** Appointing Mr. Kyungwoon Cho as a Director. * The notice outlines procedures for e-voting, attending the AGM through video conferencing, and provides instructions for shareholders, including those whose email/mobile numbers are not registered with the company/depositories. **Directors’ Report & Management Discussion and Analysis:** * **Financial Results:** The company achieved gross sales of Rs. 41,865.43 lakhs for the year ended March 31, 2021, as against Rs. 44,202.02 Lakhs for the previous year. The decline in sales was mainly due to lockdowns to combat COVID-19. Profit after tax was Rs. 1,004.39 lakhs, against a loss of Rs. 1,762.62 lakhs in the prior year. The Board of Directors decided not to recommend any dividend for the year ended 31st March, 2021. * **Industry Trends:** Lower Confectionery sales due to school and office closures. Gravitation towards trusted brands. Shift towards E-commerce. * **Outlook:** Expects continued reliance on e-commerce. Company is focusing on Choco Pie and Coffy Bite. * **Internal Control System:** Adequate systems in place. * **Corporate Social Responsibility:** CSR obligation did not apply due to negative average net profit. * **Directors:** Yun Kang Jung resigned. Kyungwoon Cho appointed Chairman cum Executive Director. * **Statutory Auditors:** Price Waterhouse Chartered Accountants LLP recommended for reappointment. * **Internal Auditors:** M/s. Grant Thornton appointed for the year 2021-22. **Annexures to Directors' Report:** * Annexure 1: Annual Report on Corporate Social Responsibility (CSR) Activities: CSR obligation did not apply for 2020-21. * Annexure 2: Secretarial Audit Report: The report confirms compliance with applicable statutory provisions and good corporate practices. **Report on Corporate Governance:** * Details the company's philosophy on corporate governance, board composition, attendance of directors, audit committee composition, remuneration to directors, stakeholders relationship committee, corporate social responsibility committee, and other relevant information. **Financial Statements:** * Includes the Balance Sheet as at March 31, 2021 and March 31, 2020, Statement of Profit and Loss, Statement of Changes in Equity, and Statement of Cash Flows. These sections present the financial position, performance, and cash flow activities of the company. There are notes included in the report as well. **Other Key Information** * The document includes details related to e-voting procedures for shareholders and instructions for attending the AGM through video conferencing. * Risk factors, including foreign exchange risk and interest rate risk, are managed with stated policies.
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