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Chordia Food Products Ltd.

BSE: 519475 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE975C01011
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OPEN 114.70
CLOSE 109.55
VOLUME 484
52-Week high 151.00
52-Week low 94.70
P/E
Mkt Cap.(Rs cr) 34.18
Buy Price 114.70
Buy Qty 17.00
Sell Price 115.00
Sell Qty 20.00

Chordia Food Products Ltd. (CHORDIAFOOD) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 33rd Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March 2015 are briefly given below:-

Particulars 2014-2015 2013-2014
(Rs.) (Rs.)
Sales & Other Income 398398286 353200093
Profit before Depreciation & Interest 36182938 41804300
Less:- Depreciation 8500000 8886886
Interest/Finance cost 10426662 9466449
Profit before exceptional Item 17256276 23450965
Add; Exceptional Items 16368339 -
Add: Extra Ordinary Item of Income 13031787 -
Profit before Tax 46656402 23450965
Less: Provision for Taxation 13750000 6850000
Profit after Taxation for the Year 32906402 16600965

2. COMPANY’S AFFAIRS AND PERFORMANCE

a) Sale of property at Village Chittiambakkam District Kanchipuram Tamil Nadu State.

As the Members are aware the Company is engaged in the manufactures of PicklesKetchups Instant Mixes Syrups and other processed foods. The main factory of the Companyis situated at Village Sangavi- Shirwal Tal. Khandala District Satara in the MaharashtraState. The Company had also setup a small place located at Plot No. 100 VillageChittiambakkam District Kanchipuram Tamil Nadu State. The said Unit was establishedmainly to avail the local benefits for procurement of Raw Material and for packaging.However considering the low operations the said Unit was not becoming viable andprofitable. Accordingly during the year under the Report the Company disposed off thesaid property which does not have a major bearing on the Company's affairs.

b) Change in Marketing Sales and Distribution arrangement and sale of Brands.

During the year under Report the Company Sold/Assigned its Brands/ Trade Marks viz.'Pravin' and 'Toofan' to Raja Flavours and Foods LLP

The Partners of the above LLP through their other business concerns engaged in Foodbusiness have set up very large Distribution Infrastructure and have strong Sales forcethat keeps servicing the ever increasing market demands regularly. The Company with thisarrangement plans to use their available Sales and Distribution Network to directly pushthe Products of the Company into the deepest of the Market i.e. making the Productsavailable to a much wider reach/ consumer base and help grow the business at a rapid pace.This will also help the Company to service larger Geographies that it has been unable tocater so far. This will improve the Brand Image and widening of Market both Indigenous aswell as Export. This will also enable the Company to fully concentrate on Productionactivities and development of new Food Products. The Directors are confident that withthe said arrangement the performance of the Company will grow in the Years to come whichwas stagnant over past few years. However there was no major impact and bearing on theCompany's affairs for the Year under Report.

c) Financial Performance

During the year under review the Revenue from Operations of the Company was Rs. 3960.20Lacs as against Rs. 3504.79 Lacs of the previous year. The export turnover of the Companyduring the year under report was Rs. 1.92 Lacs as against Rs 24.13 Lacs of the previousyear. The Company has earned the Profit before Tax of Rs. 466.56 Lacs as against theProfit of Rs. 234.51 Lacs of the previous year.

3. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve. An amountof Rs. 32906402/- is proposed to be retained in the Statement of Profit and Loss.

4. DIVIDEND

Considering the present sluggish business environment slow down in the economy andwith a view to augment the long term resources and to plough back the earnings in thebusiness itself your Directors do not recommend any Dividend on the Shares of theCompany.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Introduction

The Indian Food Processing Industry is showing remarkable Growth. The packaged Foodprocessing Sector is one of the largest Sectors in India. However having accepted thesefacts your Company could not achieve better performance mainly because of the peculiarproduct range the Company is having. The main revenue generation of the Company atpresent is out of the Food Items like Pickles and Ketchups which are low growth oriented.These Food Products have its own limitations to contribute to the growth success.

Market Scenario and Challenges

Food processing sector is an extension of an Agri-Sector. Both are interdependent oneach other for its progress. The developments in the food processing sector have created ademand in the fruits and vegetables segment of Agri-Sector. In this modern era theconsumer demands and tastes have been varied due to changing lifestyles change in thecustomer tastes and priorities and that they have become more health conscious.

Due to the changing environment erratic atmosphere and weather conditions theagricultural sector has seen a setback over past few years. The procurement of quality rawmaterial at a right time and right price has become a difficult task.

As a result the Company manufacturing Pickles and Ketchups is facing low growthorientation.

Competition

'Competition' in Food Industry is very strong and tough as it covers InternationalPlayers as well as Players from Organized and Unorganized Sector. It is difficult tobalance the marketing and pricing strategies because of the product range and volumes theInternational Players are dumping in the market and the low prices that are offered by theUnorganized Sector.

The ever increasing prices and scarcity of quality Raw Material also matters thefinancial performance of the Company as the Prices of the Products marketed by theCompany are market driven and there is hardly any chance to fix the Prices on its own.

The Company has established a wide range of Distribution network in MaharashtraKarnataka and Goa which approaches to the numerous grocery stores. However the Customersnow adopting new means of purchasing like E- Commerce Platform Online purchasing Mallsetc. the Company is finding it difficult to boost the demand for its Products in theMarket by the present marketing strategies. The Company is focusing to tap new Productsnew Markets and new means of marketing to meet the changing trends and preferences of theCustomers.

Sustainability and Growth:

To match with the fast growing technical developments the Company is also upgradingitself with new developed manufacturing techniques and is upgrading its manufacturingprocesses and production infrastructure. In the processed Food Industry 'Packaging' isalso a vital part. The Company is giving utmost thrust and importance to the packagingwhereby the shelf life of the products is improved as well it attracts the attention ofthe Customers.

The Company is also developing new Processed and Ready to eat Food items and is givingemphasis on the market driven fast moving Food Products to add to its present range ofProducts.

The Company gives utmost care on Waste Management as lot of Bio based Waste isgenerated during the course of production. The Company is taking each and every step to beenvironmental friendly in its manufacturing processes and in compliance with the stricternorms introduced by the Food Safety Authority.

6. CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to management discussion andanalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual Results might differ materially from those either expressed orimplied.

7. DIRECTORS

The Directors with deep regret inform about the sad and untimely demise of Mr. MahendraMehta the Director of the Company on 4th July 2015.

The Directors do place on records their sincere thanks and appreciation for thecontribution made by him over all these years.

8. PUBLIC DEPOSITS

During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.

The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Report and the adequacy andeffectiveness of internal controls periodically.

10. LISTING FEES

The annual listing fee for the year under review has been paid to BSE Limited whereyour Company's shares are listed.

11. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Company does not have any Holding Company Subsidiary Company and Associate Company.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I tothis Report.

13. NUMBER OF MEETINGS OF THE BOARD

During the year under review Fourteen (14) Board Meetings were convened and held. Thedetails of which are given in Annexure II. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and the Listing Agreement.

14. DIRECTOR'S RESPONSIBILITY STATEMENT

Directors' Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Financial Statements for the year ended 31st March2015 the applicable Accounting Standards have been followed along with the properexplanation relating to material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2015 and of the Profit of the Company for the year ended on thatdate;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

15. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

16. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditor:

In the Annual General Meeting held on 29th September 2014 the Company had appointedM/s Sunil Shah Chartered Accountants having Membership No. 37483 as the Auditors of theCompany. The Directors have now recommended their appointment till the conclusion of 35thAnnual General Meeting of the Company to be held in the Year 2017 subject to ratificationby the Members at every Annual General Meeting.

b) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. Shekhar Ghatpande & Co. Company Secretaries having Membership NoFCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for the Financial Year2014-2015. The Secretarial Audit Report is annexed herewith as Annexure - III tothis Report. The Secretarial Audit Report does not contain any major qualificationreservation or adverse remark.

c) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Details of Loan Guarantee and Investment under Section 186 of the Companies Act2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are as follows:

a) The Company has not advanced any amount in the nature of Loan to any other entityhowever earlier the Company has paid an advance towards the purchase of Cold Storage toChordia Food Park & Properties Ltd. the final conveyance of which is yet to becompleted.

b) There are no Guarantees issued by Company in accordance with Section 186 of theCompanies Act 2013 read with Rules issued there under.

c) Details of Investments in Equity Shares made by the Company as on 31st March 2015(including Investments made in the previous years) in quoted and unquoted Shares are asunder:-

Name of Entity Amount as at 31st March 2015
1. Quoted
(a) 10000 Units of Rs. 10/- each of Punjab National Bank 100000/-
2. Unquoted
(a) 1000 Shares of Rupee Co-op. Bank Ltd. of Rs. 50/- each 50000/-
TOTAL: 150000/-

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of Contracts or Arrangementsentered into by the Company with Related Parties have as far as possible been done atArm's Length and are in the ordinary course of business and as such the provisions ofSection 188 are not applicable for such transactions. However as an abundant precautionand pursuant to the provisions of Clause 49 of the Listing Agreement the Company hasobtained the approval of the Shareholders of the Company by way of blanket permission tothe said transactions for the period of five Financial Years w.e.f. 1st April 2014 intheir Annual General Meeting held on 29th September 2014 by way of Special Resolution.The Company has now recommended a Special Resolution for you approval in the ensuingAnnual General Meeting in partial modification of the same. The particulars of thetransactions so entered into with Related Parties have been provided in Form No. AOC-2attached herewith as Annexure IV and in Related Party disclosures as per AS-18 inNote No. 30 to the Financial Statements.

19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this report.

20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

a) The Company's operations involve very low energy consumption. Wherever possibleenergy conservation measures have been implemented and there are no further areas whereenergy conservation measures can be taken. However efforts to conserve and optimize theuse of Energy through improved Operational methods and other means will continue.

b) The Company has no collaborations and is engaged in the manufacture of the productsby its own developed methods/operations. The Company has setup a Research and DevelopmentCenter whose emphasis is on product development product quality Cost reduction energyconservation and improvement in process productivity. The Company has also setupLaboratory and Quality Control Department to ensure the quality of different productsmanufactured.

B. Foreign Exchange Earnings and Outgo:

Sr. No. Particulars Amount in '
i Foreign Exchange earned in terms of actual inflows during the year 192352/-
ii Foreign Exchange outgo during the year in terms of actual outflows NIL

22. RISK MANAGEMENT POLICY

At present the Company has not formulated any Policy for Risk Management howeverduring the course of business the Management looks after and study the Business Risksinvolved.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company. The Company voluntarily also has not undertaken any CSRactivity.

24. BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 Rules there under and Clause 49 ofListing Agreement the Board has carried out evaluation of its own performance and that ofits Committees and individual Directors.

25. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the Financial Year underreview.

26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

Directors appointed/ceased during the Year

Name of Director Designation Particulars of Change Term of appointment
Dr. Pravin Chordia Director Ceased to be the Director of the Company due to his Unwillingness to be reappointed in the Annual General Meeting held on 29/09/2014 N.A.
Mr. Ajay Pohekar Independent Director Ceased to be the Director of the Company due to his Unwillingness to be reappointed in the Annual General Meeting held on 29/09/2014. N.A.
Ms. Gargi Sharma (*) Additional Director Appointed as an Additional Director of the Company on 8th May 2015 Upto ensuing Annual General Meeting

(*) Appointed during the next Financial Year i.e. 2015-2016 but before the date ofthis Report.

Employees appointed/ceased as Key Managerial Personnel during the Year:

Name of the KMP Designation Particulars of Change
Mr. Bapu Gavhane (*) Company Secretary Resigned on 22nd June 2015
Ms. Tejashree Bhalerao (*) Company Secretary Appointed on 22nd June 2015

(*) Mr. Bapu Gavhane has resigned on 22nd June 2015. Ms. Tejashree Bhalerao a Memberof the Institute of the Company Secretaries of India was appointed as a Company Secretaryw.e.f. 22nd June 2015.

27. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

Mr. Hukmichand Chordia retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

Ms. Gargi Sharma was appointed as an Additional Director of the Company who holdsoffice upto the date of the ensuing Annual General Meeting. The necessary resolution forher appointment as the Woman Independent Director of the Company is proposed in theensuing Annual General Meeting.

28. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.

29. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to Rs. 60/- Lacsor more per year or Rs. 5/- Lacs or more per month when employed for a part of the yearand the particulars as required under Rule 5(2) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014.

30. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2015 is attached to the FinancialStatement.

31. CORPORATE GOVERNANCE

A report on the Corporate Governance along with the certificate of compliance from theAuditors forms part of the Annual Report.

32. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continuedsupport from the Company's Bankers viz. Corporation Bank its valued CustomersDistributors Suppliers etc.

The Directors are also thankful to the officials of the Government of India StateGovernments Local Authorities for their continued help and timely assistance extended tothe Company.

By Order of the Board of Directors
For Chordia Food Products Limited
Place: - Pune Hukmichand S. Chordia
Date: - 14th August 2015 Chairman
[DIN : 00389587]

Annexure III

(FORM MR-3)

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Chordia Food Products Limited

Pune.

I have conducted the Secretarial Audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by Chordia Food Products Limited(hereinafter called 'the Company'). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Byelaws 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 ExternalCommercial Borrowings; (*)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(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 DisclosureRequirements) Regulations 2009; (*)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia(Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014; (*)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (*)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (*)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (*)

(*) There were no events/actions occurred during the year under the report whichattracts the provisions of these Act/Regulations/ Guidelines hence the same were notapplicable.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India (Notnotified during the Audit Period and hence not applicable).

(ii) The Listing Agreement entered into by the Company with Stock Exchanges.

I report that during the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned abovesubject to the following observations:

(a) Pursuant to Section 149 of the Companies Act 2013 the Company was required toappoint a Woman Director before 31st March 2015. However Company had appointed Ms. GargiSharma on its Board as a Woman Director w.e.f. 8th May 2015 i.e. by the delay of 1 monthand 8 days. I further report that as on date the Company had duly complied with thisrequirement.

(b) Earlier Mr. Bapu Gavhane was appointed as a Company Secretary on 22nd March 2005under Companies (Appointment and Qualification of the Secretary) (Amendment) Rules 2003.Mr. Bapu Gavhane was not a member of the Institute Of Company Secretaries of India (ICSI)but he was having requisite qualification to be appointed as a Company Secretary underClause (i) to (x) of Sub Rule 4 of Companies (Appointment and Qualification of theSecretary) (Amendment) Rules 2003. Now as per the provision of Companies Act 2013 onlythe Member of the ICSI is qualified to be appointed as a Company Secretary. The Companyhas since appointed Ms. Tejashree Bhalerao the member of ICSI having Membership No. ACS39767 as a Company Secretary w.e.f. 22nd June 2015. I further report that as on dateCompany had duly complied with this requirement.

(c) During the earlier years the Company has paid an Advance not in the nature ofLoan to Chordia Food Park & Properties Ltd. towards the purchase of Cold Storagethe final conveyance of which is yet to be completed.

(d) Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of the Managerial Personnel) Rules 2014 Companywas required to appoint Chief Financial Officer [CFO] as Key Managerial Personnel. Howeverthe Company has not yet appointed the said position.

(e) As per the Listing Agreement with the Stock Exchange the Company was required tohost its Website giving certain information

as required the Company has recently re-launched the new Website www.chordiafoods.comand is in the process of updating the same.

I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company:

• Food Safety And Standards Act 2006

• Legal Metrology Act 2009;

I further report that based on the information provided by the Company in my opinionadequate system and processes and Control Mechanism exist in the Company to monitor andensure Compliance with applicable general laws like Labour Law Competition Laws andEnvironmental Laws Intellectual Property Law Consumer Laws and other MiscellaneousLaws.

I further report that the Compliance by the Company of applicable financial laws likeDirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial Audit and other Designated Professionals.

I further report that-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings Agenda anddetailed Notes on Agenda were generally sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the Agendaitems before the meeting and for meaningful participation at the meeting.

All the decisions in the Board Meetings were carried through by the majority and it wasinformed to us while there were no dissenting views of the members and hence not capturedand recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the Audit period there is no event/action having a majorbearing on the Company's affairs.

Shekhar S. Ghatpande
Date : 14th August 2015 Practicing Company Secretary
Place : Pune FCS No. 1659/CP No. 782

Annexure IV

FORM

NO. AOC -2

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in Sub Section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's length basis.

There were no transactions during the year which were not on Arm's length basis.

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

S. No. Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any [Rs. in Lacs] (*) Date of approval by the Board Amount paid as advances if any
1 Kamal Industries Sale & Purchases For FY 2014-2015 494.55 29/09/2014 Nil
2 Pravin Sales Division Sales For FY 2014-2015 135.72 29/09/2014 Nil
3 Pravin Masalewale Sale Purchases Rent & Cold Storage Rent For FY 2014-2015 208.99 29/09/2014 Nil
4 Dhanyakumar & Co. Sale Purchases & Cold Storage Rent For FY 2014-2015 21.11 29/09/2014 Nil
5 Pravin Foods Pvt. Ltd Sale Purchases & Cold Storage Rent For FY 2014-2015 4.98 29/09/2014 Nil
6 Chordia Products Sales For FY 2014-2015 8.55 29/09/2014 Nil
7 Mr. Pradeep Chordia Managing Director's Remuneration For FY 2014-2015 33.00 10/08/2013 Nil

Notes:-

1) (*) All the Transactions are on Arm's Length basis during the normal course ofbusiness.

2) All the aforesaid contracts/Agreements have been approved in the meeting of theBoard of Directors held on 5th April 2014.

3) No amount is paid/received as Advance against these transactions.

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