Lotte India Corporation Ltd Shares

Annual Report Summary

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.