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Directors Report of Bambino Agro Industries Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 40th Annual Report on the business and operation of the Company and the accounts for the Financial Year ended 31st March 2023. Financial summary or Highlights/Perfbrmance of the Company:

		(Rs. in Lacs)
Particulars	Year Ended	Year Ended
Particulars	31stMarch 2023	31st March 2022
Sales & other income	30510.23	25764.15
Profit/floss) before depreciation, financial exps, tax & other adjustments	2298.25	2428.95
Less: financial expenses	630.23	828.66
Profit/(loss) before depreciation,tax & other adjustments	1668.02	1600.29
Less: depreciation	367.95	297.44
Profit before tax & other adjustments Provision for tax:	1300.07	1302.85
Current tax	(245.00)	(366.43)
Deferred tax	(133.69)	(51.19)
Net profit/loss after tax	921.38	885.23
Add: Profit brought forward	5238.25	4525.45
Profit available for appropriation	6159.63	5410.68
Less: Dividend	128.14	128.17
Less: Tax on proposed dividend	-	-
Transfer to general reserve	46.07	44.26
Other comprehensive income for the year, net of income tax	-	-
Surplus carried forward to balance sheet	5985.42	5238.25

State of Company''s Affairs

The year began with recovery of economy post Covid-19 pandemic which affected economic activities. The economic recovery was impacted by unprecedented high inflation rising from post Covid issues as well as geopolitical macro-economic factors. This had the effect of increasing input costs due to high commodity prices and increased transportation costs had some impact on the margins. With continued focus on building stronger distribution and digital initiatives your Company was able to deliver a strong revenue growth which was higher than the industry growth rate. We are happy to share that your Company delivered total revenue of? 30,510.23 lacs with a net profit of? 921.38 lacs while increasing its share of consumer''s wallet.

The Company is well positioned with a strong management team, technological interventions and robust processes to address any changes that may emerge in the segment coming years, while contributing meaningfully to the growth of FMCG (Foods) space in India.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2023 and the said dividend, if approved, would absorb a sum of ? 128.14 lacs. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

Reserves

Your Company proposes to transfer? 46.07 lacs to General Reserve forthe financial year ended 31st March 2023. Share Capital

The Paid-up Share Capital of the Company as on 31st March 2023 is ? 800.88 lacs.

Number of Meetings of the Board of Directors

During the year ended 31st March 2023, Seven (7) Board Meetings were held.

The dates on which the Board Meetings were held are 26th May 2022, 5th August 2022, 3rd October 2022, 12th November 2022,19th November 2022, 28th January 2023 and 9th February 2023. The maximum time gap between any two consecutive meeting was within the period prescribed underthe Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act; 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement; the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2023 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of Dr. S. Venkataraman as a Chairman, Dr. Lalitha Ramakrishna Gowda and Mr. RamchanderVyasabhattu as members.

Brief description of terms of reference:

- 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 fortheir appointment and removal;

- carry on the evaluation of every director''s performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director,

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company''s size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure -1 to this Report. The policy on Related Party Transactions is available on the Company''s website at http://bambinoagro.com/policy/.

Annual Return

In confirmation to the notification dated 28th August 2020 issued by Ministry of Corporate Affairs the details of the Annual Return for the financial year 2022-2023 is provided on the website of the Company at www.bambinoagro.com/investors

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is enclosed as Annexure -2 to this Report

Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation which are periodically assessed, reviewed and reported to the Audit Committee. The Risk Management Policy details the Company''s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) of the Company are the initiatives undertaken by the Company on CSR activities during the yearare set out in Annexure-3 of this report is in the format prescribed in the Companies (CSR) rules 2014 and for other details regarding CSR committee please refer Corporate Governance report. .

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Committee, the Board has in place CSR policy and the same is available on the website of the Company "www.bambinoagro.com".

The Company has spent the prescribed amount of? 24.43 lacs on CSR activities in the areas of promoting healthcare and livelihood enhancement, female education, contribution to Prime Minister National relief fund, animals welfare and protection etc. The details on CSR activities are provided in Annexure -3 and forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Ad, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report

Directors and Key Managerial Personnels

The Board of Directors ofthe Company on 31st March 2023 consisted offive Directors, out ofwhich three are Non-Executive, Independent Directors and two are Executive/Whole-time Directors with Ms. Shirisha Raghuveer Myadam as the Managing Director ofthe Company.

None ofthe Directors ofthe Company are disqualified underthe provisions ofthe Companies Act, 2013 (''Act'') and under SEBI (LODR) Regulations 2015. All Independent Directors have provided confirmations as contemplated under section 149(7) ofthe Act.

Appointments/Reappointments/Cessation

During the year under review, Mr. S.S.N. Murthy (DIN: 08189713) ceased to be a director ofthe Company: as the Special Resolution for his re-appointment was not passed by the members ofthe Company with requisite majority.

Further, Mr. Kothapalli Srinivasa Rao (DIN: 10198629) was appointed as an Additional director (Executive) designated as "Director- Sales Administration" ofthe Company for a period of three years w.e.f.12th June 2023.

Mr. Dinesh Vemula (Membership No. FCS 11248) resigned as Company Secretary and Compliance Officer ofthe Company w.e.f 3rd August, 2023 and Ms. Ruchita Vij (Membership No. FCS 9210) appointed as Company Secretary and Compliance Officerw.e.f 11th August, 2023.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 ofthe Companies Ad, 2013. Loans, Guarantees and Investments

During the year, the Company has not given any loans, guarantees or made any investments covered underthe provisions of section 186 ofthe Companies Act, 2013.

The details of investments made by Company are given in the notes to the financial statements.

[TRANSFER OF UNPAID AND UNCLAIMED AMOUNTTOIEPF

The dividends that remained unclaimed fora period of seven years, have been transferred on due dates by the Companyto the Investor Education and Protection Fund (IEPF) established bythe Central Government. Section 124 ofthe Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules'') mandates that companies shall apart from transfer of dividend that has remained unclaimed fora period of seven years from the unclaimed dividend account to the Investor Education and Protection Fund (IEPF), also transferthe corresponding shares with respectto the dividend, which has not been claimed forseven consecutive years or more to IEPF.

Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares have been transferred to IEPF account. The details of unclaimed dividend and corresponding shares transferred to IEPF during thefinancialyear2022-23 have been provided inthe AGM Notice.

AUDrroRS

Statutory Auditors

At the 39th AGM held on 29th December 2022 the members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S) as StatutoryAuditors ofthe Companyto hold office fora period offive years from the conclusion of that Annual General Meeting till the conclusion ofthe 44th Annual General Meeting.

In terms ofthe provisions relating to statutory auditors forming part ofthe Companies Amendment Act, 2017, notified on 7th May 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors.

Secretarial Auditors

Pursuantto the provisions ofSection 204 ofthe CompaniesAct, 2013 andthe Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. C. Gorak & Co. Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit ofthe Company. The Secretarial Audit Report is annexed herewith as''Annexure 4.''

Internal Auditors

Pursuantto the provisions ofSection 204 ofthe CompaniesAct, 2013 read with respective rules, M/s. Krishna Reddy Palugulla & Co., Chartered Accountants, Hyderabad, was appointed as Internal Auditors ofthe Company forthe FinancialYear2023-2024.

Audit Reports

â¢ The Auditor''s Report to the members ofthe Company forthe Financial Year ended 31st March 2023 does not contain any qualification(s).The report ofthe Statutory Auditors forms part of this report. During the year under review, the StatutoryAuditors did not report any matter under Section 143(12) ofthe Act; therefore, no detail is required to be disclosed underSection 134(3) (ca) ofthe Act.

â¢ The Secretarial Audit Report does not contain any qualification, reservation or adverse remark of disclaimer. CostAudit

The Company is not required to maintain any cost records pursuantto Section148 ofthe CompaniesAct, 2013. Audit Committee

The details pertaining to the role, objective and composition of the Audit Committee are included in the Corporate Governance Report which is part ofthe Annual Report forthe year.

(C \

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during

the year under review.

Management Discussion and Analysis & Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of

Policies

The SEBI (LODR) Regulations, 2015 mandated the formulations of certain policies for all listed companies. All the corporate policies are available on the company''s website:www.bambinoagro.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

the financial year are in receipt of remuneration exceeding t 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the aforesaid particulars shall be made available to any shareholder on a specific request made by in writing before the date of such Annual General Meeting wherein financial statements forthe financial year 2022-23 are proposed to be adopted by shareholders and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Indian Accounting Standards (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials forthe financial year 2022-23 are presented as perthe Ind As format.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company''s operations in future

No significant and material orders were passed by the regulators or courts ortribunals that would have impacted the going concern status and company''s operations in thefuture.

The Board would like to inform you that a petition has been filed by Mr. Kartekeya Myadam & Mrs. Anita Myadam, two substantial equity shareholders of the Company, before the Honorable National Company Law Tribunal, Hyderabad Bench on 15th March 2021 numbered as CP No. 20 of 2021 under sections 241,242 & 245 of the Companies Act 2013 against the Company. The matter is taken upfor hearing and is subjudice.

Further, Mrs. Anita Myadam filed IA(CA) 33/2022 in C.P No. 20 of 2021 on 1st April 2022 to withdraw her main petition. Later on she filed a fresh CA No. 53/2022 with NCLT, Hyderabad which was dismissed on 27th September2022. Subsequently, she preferred an appeal before NCLATChennai but the same was withdrawn by heron 14th February, 2023.

Now C.P No. 20 of2021 is solely contested by Mr. M. Kartekeya and the same is posted to 6th September 2023. Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March 2023 to the date of signing of the Director''s Report

Policy on prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is a duly constituted Internal Complaints Committeeforseeking redressal.

Number of complaints filed during the financial year	Nil
Number of complaints disposed ofduring the financial year	Nil
Number of complaints pending as on end ofthe financial year	Nil

CEO''s Declaration

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed as Annexure 6.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees forthe year 2023-2024 to BSE Limited where the Company''s Shares are listed.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment hard work and dedicated support

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March 2018.

1. Financial summary or Highlights/Performance of the Company: (Rs. In Lacs)

Particulars	Year Ended 31st March 2018	Year Ended 31st March 2017
Sales & other income	16872.70	20792.07
Profit/doss) before depreciation, financial exps, tax & other adjustments	1483.81	1687.02
Less: financial expenses	608.06	873.05
Profit/(loss) before depreciation, tax & other adjustments	875.74	813.97
Less: depreciation	284.03	274.56
Profit before tax & other adjustments	591.71	539.41
Extraordinary items Provision for tax:	-	â
Current tax	(173.84)	(115.36)
Deferred tax	(34.39)	(51.46)
Net profit/loss after tax	383.48	372.59
Add: Profit brought forward	2529.07	2361.49
Opening balance of retained earnings	-	-
Profit available for appropriation	2912.55	2734.08
Less: dividend	-	128.14
Less: tax on proposed dividend	-	26.12
Less: tax on dividend	-	-
Transfer to general reserve	19.18	16.94
Other comprehensive income for the year, net of income tax	9.55	33.81
Surplus carried forward to balance sheet	2883.82	2529.07

State of Company''s affairs

During the period under review, your company has earned revenue from operations and other income of Rs.16872.70 lacs with a net profit of Rs.383.48 lacs. The net profit has shown a positive impact despite the compact turnover when compared to last financial year. To combat the continued experience in the sluggish market and to minimize the impact of all this, company intends to focus on strengthening the distribution network, growing in weaker geographies and continuously striving for product innovation. Your Company will continue to scout for opportunities to enter new categories in food and in new geographies.

We continue to strengthen and drive our analogy of products by entering into category of cereals, liquid food and Whole Wheat Atta with our base material. New category extensions have been made in Vermicelli, Macaroni, Spaghetti and Pasta variants. Several opportunities are also in pipeline.

We continue to strive for overall value addition to existing and new products with health-promoting and disease-preventing ingredients.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2018 and the said dividend, if approved, would absorb a sum of Rs.1,28,14,154 plus dividend tax of Rs.26,08,725. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.

Reserves

Your Company proposes to transfer Rs.19,17,382 to General Reserve for the financial year ended 31st March 2018.

Share Capital

The Paid-up Share Capital of the Company as on 31st March 2018 is ? 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31st March 2018, Seven Board Meetings were held.

The dates on which the Board Meetings were held are 23rd May 2017, 6th July 2017, 12th August 2017, 9th September 2017, 13th November 2017, 28th November 2017 and 13th February 2018. The maximum time gap between any two consecutive meeting was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2018 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Statement on compliances of applicable Secretarial Standards

Pursuant to para 9 of the revised secretarial standards, the Board herewith confirms to comply with all the applicable secretarial standards of Board and General Meeting w.e.f 1st October 2017.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Ad, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. S. Nageswara Rao, Chairman, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda as members.

Brief description of terms of reference:

- carry on the evaluation of every director''s performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director,

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

2. To determine remuneration based on the Company''s size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report. The policy on Related Party Transactions is available on the Company''s website at http://bambinoagro.com /wp-content /uploads/2015/12/RPT-POLICY.pdf

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Ad, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act; 2013 (Act) read with the Companies (Accounts) Rules, 2014

Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Company''s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Corporate Social Responsibility

The brief outline of the corporate social responsibility (CSR) of the company are the initiatives undertaken by the Company on CSR activites during the year are set out in Annexure -4 of this report is in the fomat prescribed in the Companies (Corporate Social Responsibility) rules 2014, for other details regarding CSR committee please refer Corporate governance report

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Committee, the Board has in place Corporate Social Responsibility (''CSR'') policy and the same is available on the website of the Company "www.bambinoagro.comâ.

Company has spent the prescribed amount of ? 12.50 lacs on CSR activities in the areas of Eradicating hunger, Poverty and malnutrition and promoting healthcare. The details on CSR activities are provided in Annexure - 4 and forms part of this report

Board Evaluation

Directors

Ms. Myadam Shirisha (DIN No. 07906214) Director of the Company retires by rotation and being eligible, offers herself for re-appointment

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee at its meeting held on 30th July 2018 appointed Mr. S.S.N. Murthy as Additional Director of the Company up to the date of ensuing AGM. Board further recommends appointment of Mr. S.S.N. Murthy as Director - Finance for a period of 3 years w.e.f. 13th August 2018 on a remuneration of ''. 7,00,000/- per month. Necessary resolutions seeking approval of members for appointment have been incorporated in the Notice of Annual General Meeting.

Mr. Sanjay Baral, Director - Sales & Marketing resigned from the Board on 30th July 2018.

Mr. S Nageswara Rao, Dr. S Venkataraman and Dr. Lalrtha Ramakrishna Gowda continue as Independent Directors on the Board of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as Independent Director during the year.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company, the particulars as required to be disclosed in accordance with Reg. 36 of SEBI (LODR) Regulations, 2015 is provided in notice of Annual General Meeting.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act 2013.

Loans, Guarantees and Investments

During the year, the Company has not given any loans, guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013.

The details of investments made by company are given in the notes to the financial statements.

AUDITORS

Statutory Auditors

At the 34th Annual General Meeting held on 29th March 2018 M/s. Kumar & Giri, Chartered Accountants (FRN No. 001584S) were appointed as Statutory Auditors of the Company to hold office for a period of 5 consecutive years till the conclusion of 39th Annual General Meeting (subject to ratification by the shareholders at each Annual General Meeting).

In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, Companies (Amendment) Act, 2017 omitted the first proviso to section 139 of Companies Act, 2013, that required ratification of appointment of Auditors at every Annual General Meeting.

Accordingly M/s. Kumar & Giri, Chartered Accountants will continue as Statutory Auditors of the company till conclusion of 39th Annual General Meeting of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Ad, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 5''.

Audit Reports

- Report of the Statutory Auditors for the year does not contain any qualification, reservation or adverse remark of disclaimer or reporting of any offence or fraud.

- The Secretarial Audit Report does not contain any qualification, reservation or adverse remark of disclaimer.

Cost Audit

The Company is not required to maintain any cost records pursuant to the 148 of the Companies Act, 2013.

Audit Committee

The details pertaining to the role, objective and composition of the Audit Committee are included in the Corporate Governance Report which is part of the Annual Report for the year.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

Policies

Vigil Mechanism

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 6 to this Annual Report There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 8.5 lacs per month or Rs. 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The information required pursuant to section 197(12) of the Companies Act, 2013 read with rule 5 of the companies (appointment & remuneration of managerial personnel) rules, 2014 is annexed herto as annexure-6a statement showing names & other particulars of the top ten employees & employees drawing Remuneration in excess of the limits prescribed under 5(2) of the said rule is also annexed to the Director''s report as annexure 7, however as per the provisions of section 136(1) of the companies ad, 2013 the annual report is being sent to all the members excluding the aforesaid statement The statement is available for inspection at the registered office of the company during the working hours.

Internal Control Systems and their adequacy

Indian Accounting Standards (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials for the financial year 2017-18 were presented as per the Ind As format.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March 2018 to the date of signing of the Directorâs Report

Policy on Sexual Harassment

During the financial year ended 31st March 2018, the Company has not received any Complaints pertaining to Sexual Harassment

CEO''s Declaration

Acknowledgement

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support

For and on behalf of the Board of Directors

of Bambino Agro Industries Limited

M. Kishan Rao

Place: Secunderabad Chairman and Managing Director

Date: 30th July 2018 DIN No. 02425967

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2016.

1. Financial summary or highlights/Performance of the Company :

(Rs. in lacs)

Particulars	Year Ended 31.03.2016	Year ended 31.03.2015
Sales & other income	26980.82	12592.03
Profit/(loss)before depreciation, financial exps, tax & other adjustments	2371.81	1218.75
Less: financial expenses	1176.62	659.10
Profit/(loss) before depreciation, tax & other adjustments	1195.19	559.65
Less: depreciation	259.17	126.32
Profit before tax & other adjustments	936.02	433.33
Extraordinary items
Provision for tax:
Current tax	(235.48)	(222.26)
Deferred tax	(58.77)	(44.45)
Net profit/loss after tax	641.77	166.62
Add: profit brought forward	1868.56	1779.54
Opening balance of retained earnings	-	2.81
Profit available for appropriation	2510.33	1948.97
Less: dividend	128.14	60.07
Less: tax on proposed dividend	26.09	12.01
Less: tax on dividend	0.02	-
Transfer to general reserve	32.09	8.33
Surplus carried forward to balance sheet	2323.99	1868.56

State of Company''s affairs

During the period under review, your company has earned revenue from operations and other income of Rs. 26980.82 lacs with a net profit of Rs. 641.77 lacs. The figures of current financial year are not comparable to the figures of last FY 2014-15, as your Company had considered closing its previous accounting period for 6 months i.e from 1 October 2014 to 31 March 2015 to align in accordance with the New Companies Act, 2013.

Research & Development

Bambino''s focus is on innovation of functional foods, i.e. food items with definitive health benefits by fortification with natural products containing quantified amounts of active substances, thus striving for "tasteful health".

Our endeavor is to focus on the market demand and manufacture products based on it. New category extensions made in Vermicelli, Macaroni, Spaghetti and Pasta variants with inclusion of natural ingredients and dietary fiber components.

The objective of our R & D is to obtain new knowledge, design innovative methods to develop new products, improve quality, composition and nutritive values of new and existing products. The aim is overall value addition to existing or new products by incorporation of health-promoting and disease-preventing ingredients derived from our traditional herbal medicinal repository, without compromising on the taste and flavor of these products.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2016 and the said dividend, if approved, would absorb a sum of Rs. 128,14,154 plus dividend tax of Rs. 26,08,660. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.

Reserves

Your Company proposes to transfer Rs. 32,08,864 to General Reserve for the financial year ended 31st March 2016.

Share Capital

The Paid-up Share Capital of the Company as on 31st March 2016 is Rs. 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31 March 2016, five Board Meetings were held.

The dates on which the Board meetings were held are 28 May 2015, 12 August 2015, 6 November 2015, 11 February 2016 & 14 February 2016. The maximum time gap between any two consecutive meeting was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2016 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. S. Nageswara Rao, Chairman, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda as members.

Brief description of terms of reference:

- carry on the evaluation of every director''s performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

2. To determine remuneration based on the Company''s size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Risk Management Policy

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under and pursuant to the recommendation of the Committee, the Board has in place Corporate Social Responsibility (''CSR'') policy and the same is available on the website of the Company "www.bambinofood.com".

As the Average Net Profits of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 works out to Rs. 14.37 lacs. The Company has spent Rs. 36.19 lacs on CSR activities and CSR projects in the areas of Eradicating hunger, Poverty and malnutrition and promoting healthcare. The details on CSR activities are provided in Annexure - 4 and forms part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report.

DIRECTORS

Mr. P. Easwara Das (DIN No: 02340662), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Details of Directors or Key Managerial Personnel Who Were Appointed or have resigned during the Year

Mr. V. Nagarajan was appointed as CFO of the Company w.e.f. 14 February 2016. Mr. M. Kishan Rao Chairman and Director resigned as Managing Director w.e.f 15th April 2016 and Mr. M. Raghuveer, Whole time Director was re designated as Managing Director of the Company w.e.f 16th April 2016.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company, the particulars as required to be disclosed in accordance with Reg. 25 of SEBI (LODR) Regulations, 2015 is provided in notice of Annual General Meeting.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS STATUTORY AUDITORS

M/s. PRV Associates, (Firm Registration No.006447S),Chartered Accountants have been appointed as statutory auditors of the company at the 31st Annual General Meeting held on 26.12.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 5''.

The Auditors Report and Secretarial Auditor Report do not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following Directors namely Mr. M. Kishan Rao, Chairman and Director, Mr. S. Nageswara Rao, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda. Except Mr. M. Kishan Rao, all the other members of Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

Policies

The SEBI (LODR) Regulations, 2015 mandated the formulations of certain policies for all listed companies. All the corporate policies are available on the company''s website:www.bambinofood.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Vigil Mechanism

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 6 to this Annual Report. There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 5 lacs per month or Rs. 60 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Internal Control Systems and their adequacy

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31 March 2016 to the date of signing of the Director''s Report.

Policy on Sexual Harassment

During the financial year ended 31 March 2016, the Company has not received any Complaints pertaining to Sexual Harassment.

CEO''S DECLARATION

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

For and on behalf of the Board of Directors

of Bambino Agro Industries Limited

M. Kishan Rao

Place: Secunderabad Chairman and Director

Date: 4 June 2016 DIN No. 02425967

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2015.

1. Financial summary or highlights/Performance of the Company :

(Rs. in lacs)

Particulars Year Ended Year ended

31.03.2015 30.09.2014

Sales & other Income 12592.03 26069.63

Profit/(Loss) before Depreciation, Financial Expenses, Tax & other Adjustments 1218.75 2283.45

Less : Financial Expenses 659.10 1147.91

Profit/(Loss) before Depreciation, 559.65 1135.54 Tax & other Adjustments

Less : Depreciation 126.32 349.73

Profit before Tax & other Adjustments 433.33 785.81

Extraordinary Items Provision for Tax :

Current Tax (222.26) (73.18)

Deferred Tax (44.45) (3.06)

Net Profit/Loss after Tax 166.62 709.57

Add : Profit brought forward 1779.54 1250.52

Opening balance of Retained Earnings 2.81 -

Profit available for appropriation 1948.97 1960.09

Less : Dividend 60.07 120.13

Less : Tax on proposed dividend 12.01 24.02

Less : Tax on dividend of 2013-2014 - 0.93

Transfer to General Reserve 8.33 35.48

Surplus carried forward to Balance Sheet 1868.56 1779.54

State of Company's affair

During the period under review, your company has earned revenue from operations and other income of Rs. 12592.03 lacs with a net profit of Rs. 166.62 lacs. The figures of current financial year are not comparable to the figures of last FY 2013-14, as your Company has considered to close its current accounting period for 6 months

i.e from 1 October 2014 to 31 March 2015 to align in accordance with the New Companies Act, 2013.

Research & Development

The prime focus of your company's R & D is to continuously strive to achieve innovative methods to develop new products, improve quality, composition and nutritive values of new and existing products. The focus is on value addition to existing products and launch new products by incorporating health-promoting and diseasepreventing ingredients derived from our traditional herbal medicinal repository, without compromising on the taste and flavor of these products.

Dividend

Your Directors are pleased to recommend a dividend of 7.5% for the period of 31st March 2015 and the said dividend, if approved, would absorb a sum of Rs. 60,06,635 plus dividend tax of Rs. 12,00,974. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appears in the register of members as on the record date.

Reserves

Your Company proposes to transfer Rs. 8,33,097 to General Reserve for the financial year ended 31st March 2015

Number of Meetings of the Board of Directors

During the year ended 31 March 2015, two Board Meetings were held.

The dates on which the Board meetings were held are 13 November 2014 and 14 February 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2015 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsectionÂ®.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Nageswara Rao, Chairman, Dr.S. Venkataraman and Dr. Lalitha Ramakrishna Gowda as members.

Brief description of terms of reference:

* 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 for their appointment and removal;

* carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;

* recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

* formulation of criteria for evaluation of Independent Directors and the Board;

* devising a policy on Board diversity; and

* any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Committee

Risk Management Committee consists of the following persons namely Mr. M Kishan Rao, Chairman and Managing Director, Mr. M Raghuveer and Mr M Subramanyam, Whole Time Directors'.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2014-15 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a Corporate Social Responsibility policy and the same is available in the companies website.

Mechanism for Evaluation of Board

Evaluation of all Board members are done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defining and Extent of realising the corporate objectives

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of company's ethical conduct.

v. The flow of information to board members and between board members;

vi. Identify, monitor and mitigate significant corporate risks

B) Criteria for evaluation of the Individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance;

vi. Attendance and contribution at Board/Committee meetings;

DIRECTORS

Mr. P Easwara Das(DIN No:02340662), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment

Details of Directors or Key Managerial Personnel Who Were Appointed or have resigned during the Year

Mr. Mansoor Yar Khan resigned from the Board as Independent Director on 13-Nov-2014. Dr. Lalitha Ramakrishna Gowda, S. Nageswara Rao and Dr. S. Venkatraman were appointed as Independent Directors on Board of the Company for a period of 5 years w.e.f 26-Dec-2014 as duly approved by the members. Ms Ritu Tiwary was appointed as Company Secretary of the Company w.e.f 18-Oct-2014. Mr M. Raghuveer, Whole Time Director and CFO has resigned as Chief Financial Officer of the Company w.e.f 27-May-2015.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS

STATUTORY AUDITORS

M/s.PRV Associates, (Firm Registration No.006447S),Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.12.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 4'.

The Auditors Report and Secretarial Auditor Report do not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following Directors namely Mr. M Kishan Rao, Chairman and Managing Director,Mr. S Nageswara Rao,Dr S Venkataraman and Dr Lalitha Ramakrishna Gowda. Except Mr M Kishan Rao, all the other members of Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

Disclosure requirements

Policy in dealing with related party transaction, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company's website:www.bambinofood.com.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 to this Annual Report. There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 5 lacs per month or Rs. 60 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31 March 2015 to the date of signing of the Director's Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31 March 2015,the Company has not received any Complaints pertaining to Sexual Harassment.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

M. Kishan Rao Place: Secunderabad Chairman and Managing Director Date: 12 August 2015 DIN No.02425967

Sep 30, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 31st Annual Report of the company together with audited statement of accounts of the Company for the year ended 30th September 2014.

FINANCIAL RESULTS

The financial highlights of the company forthe year ended 30th September 2014 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2014 30.09.2013

Sales and other Income 26069.63 23560.81

Profit/ (Loss) before Depreciation, Financial Expenses, Tax and other 2283.45 2122.54

Adjustments

Less: Financial expenses 1147.91 1113.96

Profit/ (Loss) before Depreciation, Tax and other adjustments 1135.54 1008.58

Less: Depreciation 349.73 408.93

Profit before Tax and other adjustments 785.81 599.65

Extraordinary Item - 78.82

Provision for Tax:

Current Tax (73.18) (151.88)

Deferred Tax charge/credit (3.06) 10.07

Net Profit/Loss after Tax 709.57 379.02

Add Profit brought forward 1250.52 1030.07

Profit available for appropriation 1960.09 1409.09

Less: Dividend 120.13 120.13

Less: tax on proposed dividend 24.02 19.49

Less: tax on dividend of 2012-13 0.93 -

Transfer to General Reserve 35.48 18.95

Surplus carried forward to Balance Sheet 1779.54 1250.52

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review your Company earned revenue from operation and other income of Rs. 26069.63 lacs representing an increase of 10.65 % over the previous year. Your company has registered a net profit ofRs. 709.57 lacs as compared to previous year net profit ofRs. 379.02 lacs. The plant at Indore has already commenced its operation thereby improving the operational efficiency during the year.

Research & Development

Bambino''s R&D focus is on innovation of functional foods, i.e. food items with definitive health benefits by fortification with natural products containing quantified amounts of active substances, thus striving for "tasteful health". Our endeavor is to focus on the market demand and manufacture products based on it. The major Vy quantum of R&D activity during the last year was centered upon development and adaptation of various bitter taste masking technologies.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% for the period ended 30th September 2014 and the said Dividend if approved would absorb a sum of Rs. 1,20,13,269 plus dividend tax of Rs. 24,01,947. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on the record date.

DIRECTORS

Mr. P Easwara Das(DIN No:02340662 ), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Board at its meeting held on 13th November 2014 on recommendation of Nomination & Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting had re- appointed MrM Subramanyam as whole time Director of the Company, for a period of 5 (five) years with effect from 1st October 2014, without remuneration and whose office is not liable to retire by rotation, as per the provisions of Sections 196 & 197 and rules made thereof and read with Schedule V of the Companies Act, 2013.

The Board of Directors at their meeting held on 13th November 2014 appointed Dr. Lalitha Ramakrishna Gowda (DIN: 06974406) as an Additional Director in accordance with Section 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereof and in terms of the Articles of Association of the Company. Dr. Lalitha Ramakrishna Gowda is proposed to be appointed for a term upto 5 Years as a Non-Executive Independent Director from this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Mr S Nageswara Rao (DIN:03278701), Director as Non-Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Dr.S.Venkataraman (DIN:03623630), Director as Non- Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

Mr Masoor Yar Khan (DIN:01953001), Non Executive Independent Director of the Company had resigned from the Board w.e.f 13th November, 2014 due to his personal reasons and other commitments. The Board placed on record the valuable contribution made by him, towards the progress of the company from the date of appointment until his resignation.

Mr. S. Nageswara Rao, Dr S Venkataraman and Dr. Lalitha Ramakrishna Gowda, proposed Independent Directors of the Company have duly submitted to the Board, a declaration of their Independence pursuant to Section 149(6) of the Companies Act, 2013.Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/ chairmanship of the Board/Committee as stipulated by Clause 49 of the listing agreement with the stock exchange are provided elsewhere in the Annual Report.

STATUTORY AUDITORS

M/s.PRV Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

As per the Section 139 of the Companies Act 2013 M/s.PRV Associates, Chartered Accountants, Hyderabad Statutory Auditors of the Company will be appointed for a period of three years from the conclusion of this Annual General Meeting till the conclusion of the Thirty fourth Annual General Meeting and the Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under section 141 of the Companies Act 2013 and rules made thereof. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor As a measure of good corporate governance practice and as per the Section 204 of the Companies Act, 2013 and rules made thereof, the Board of Directors of the Company appointed Mr Chandrakanth Gorak, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended 30 September 2014, is provided in the Annual Report

Corporate Social Responsibility (CSR)

Your Company has always been conscious of its social responsibility to the Society and CSR initiatives are being implemented.

The Board of Directors at their meeting held on 6th August 2014 constituted the Corporate Social Responsibility Committee (CSR Committee) as per the provisions of the Section 135 and other applicable provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 comprising of MrS Nageswara Rao as the Chairman and Mr P Easwar Das & Mr M Kishan Rao as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities etc.

Cost Auditor: During the year under review, the Board of Directors on recommendation of Audit Committee have appointed M/s. SRK Associates. Cost Accountants, Hyderabad as Cost Auditors of the Company for the financial year 2013-14.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (cost records and audit) Rules, 2014, your company is not required to maintain cost audit records as the products manufactured by the Company are not covered in the category of products given under the Cost Audit Rules.. The Cost Audit Report for the previous financial year 2012-13 signed by M/s. SRK Associates. Cost Accountants, Hyderabad was filed in extensible Business Reporting Language (XBRL) mode.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year and as such no amount is outstanding as on 30th September 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

III. The Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form A''forming part of this reportTechnology Absorption:

TECHNOLOGY ABSORPTION

The details in Form ''B''as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendement Rules, 2011 during the year 2013-14.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the revised Clause 49 of the Listing Agreement, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Further a separate report on the Corporate Governance together with the Certificate from Auditors of the Company regarding compliance of Corporate Governance also forms a part of the Annual Report

CEO''S DECLARATION

Pursuant to the provisions of Clause 49ofthe Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

ACKNOWLEDGEMENT

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support

By Order of the Board of Directors Registered Office: of Bambino Agro Industries Limited 4E, Surya Towers, S.P Road, Secunderabad-500003 CIN No:L15440TG1983PLC004363 Ph:040 44363322;Fax no:040 27816615 M.Kishan Rao [email protected] Chairman and Managing Director Date :13th November, 2014 DIN No.02425967

Sep 30, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Thirtieth Annual Report of the Company together with audited statement of accounts of the Company for the year ended 30th September 2013.

FINANCIAL RESULTS

The financial highlights of the Company for the year ended 30th September 2013 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2013 30.09.2012

Sales and other Income 23560.81 22485.51

Profit/(Loss) before Depreciation, Financial Expenses, Tax and other adjustments 2122.54 1799.73

Less: Financial expenses 1113.96 1055.64

Profit/(Loss) before Depreciation, Tax and other adjustments 1008.58 744.09

Less: Depreciation 408.93 328.59

Profit before Tax and other adjustments 599.65 415.50

Extraordinary Item 78.82 31.51

Provision for Tax:

Current Tax (151.88) (117.68)

Deferred Tax charge/credit 10.07 40.47

Net Profit/Loss after Tax 379.02 306.79

Add Profit brought forward 1030.07 878.24

Profit available for appropriation 1409.09 1185.03

Less Dividend 120.13 120.13

Less tax on proposed dividend 19.49 19.49

Transfer to General Reserve 18.95 15.33

Surplus carried forward to Balance Sheet 1250.52 1030.07

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review amidst increasingly competitive environment and continuous commodity inflation, rising interest and fuel cost, the company has posted respectable performance. Your company during the year under review earned revenue from operation and other income of Rs.23560.81 lacs representing an increase of 4.80 % over the previous year Your company has registered a net profit of Rs.379.02 lacs as compared to previous year net profit of Rs.306.79 lacs.

In order to improve the operational efficiencies, the company has taken certain decisions to start operations at Indore.

On the exports front, the company has registered healthy growth in earnings and aims to further expand the customer base in the overseas market through innovative new offerings. The company has registered a growth of 36 % in the exports revenue over the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% (Rs.1.50 per share) on 8008846 Equity Shares (face value of Rs.10 each) for the financial year ended 30th September 2013 and the said Dividend if approved would absorb a sum of f 1,20,13,269 plus dividend tax of Rs.19,48,913. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on record date.

DIRECTORS

Mr. Mansoor Yar Khan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment

AUDITORS

The Auditors M/s.PRV Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re-appointment as Auditors of the Company and furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

COST AUDITOR

M/s. SRK Associates, Cost Accountants, Hyderabad were appointed as the Company''s Cost Auditors to conduct cost audit as required under the Companies (Cost Accounting Records) Rules, 2011 for the financial year 2013 - 2014. The compliance report for the financial year ended 30th September 2012 was duly filed with the Central Government

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form ''A'' forming part of this report.

Technology Absorption:

The details in Form ''B'' as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011 during the year 2012-13.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provision of Clause 49 (VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

ACKNOWLEDGEMENT

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

For and on behalf of the Board of Directors

Of Bambino Agro Industries Limited

Place : Secunderabad M.Kishan Rao

Date : 13th November 2013 Chairman and Managing Director

Sep 30, 2010

The Directors are pleased to present the Twenty Seventh Annual Report together with audited accounts of the Company for the year ended 30th September 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

Particulars Year Ended Year Ended 30.09.2010 30.09.2009

Sales and other Income 20246.58 18161.84

Profit/ (Loss) before 1248.57 1142.91

Depreciation, Financial Expenses, Tax and other Adjustments

Less : Financial Expenses 842.70 751.81

Profit / (Loss) before 405.87 391.10

Depreciation, Tax and other Adjustments

Less: Depreciation 157.26 289.35

Profit before Tax and other 248.61 101.75

Adjustments

Provisions for Tax:

Current Tax 59.69 (7.10)

Deferred Tax 26.40 (54.10)

Fringe Benefit Tax 0.00 (3.12)

Net Profit/Loss after Tax 162.52 37.43 and other adjustments

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the year ended 30th September 2010, the company achieved turnover of Rs 20,246.58 lakhs as against Rs 18,161.84 lakhs in the previous year even in the intensively competi- tive post-recession environment. This was achieved through operational and procurement efficien- cies, improved productivity, judicious cost management initiatives and increased price realization.

Various strategic marketing initiatives of the company also contributed to sustained growth. Increased C&FA points to enhance the geographical reach of the companys products, appointing super-stockists to increase the availability of the companys products in rural markets and smaller towns, and usage of superior packaging material to enhance the shelf-life of the companys products are some of the major marketing initiatives taken by the company this year. The company is preparing for sustainable growth through strategic positioning of its products, particularly pasta and macaroni, keeping in mind the changing food habits of the consumers and higher health awareness amongst the consumers. The company plans to expand its market share in the pasta segment by outsourcing from manufacturing units of associate companies to further enhance its leadership edge.

The company is constantly on the lookout for new opportunities for growth. It has partnered with Dominos Pizza, one of the largest and fastest growing international food chains for supply of pasta products to all Dominos outlets across the country.

The company is all set to launch various new varieties of pasta, macaroni and vermicelli like Healthy 3-minute Instant Pasta with Sauce, Macaroni Chocodelite, Vermicelli Chocodelite, multi-cereal pasta, multi-cereal flour etc that will significantly improve the sales growth of the company.

The company has established an in-house Nutrition Department which is aggressively engaged in conducting product promotions in schools, colleges and other institutions by highlighting the nutritional values of pasta products.

The companys vision is to position itself as a health and wellness partner of the modern Indian, and cater to his need for nutritionally rich and healthy, tasteful food products that provide the calories, vitamins and minerals needed to sustain a physically and mentally demanding lifestyle. The company is actively engaged in developing a range of dietary functional foods that will be launched this year in a phased manner. It is a matter of pride for BAMBINO that it is the first food company in India to have conducted scientific clinical trials on functional food products in a United States FDA approved laboratory. The company looks upon these dietary functional foods as futuristic products that would drive further growth of the company.

On the exports front, concerted efforts are being made to tap the huge exports market.

DIVIDEND

Keeping in view the need to conserve resources for implementing its growth plans, your Directors express their inability to recommend dividend during the year.

DIRECTORS

Mr Mansoor Yar Khan, Director, retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr Rajender Pershad resigned from the Board on 23rd December 2009. The Board wishes to place on the record its deep appreciation of the services rendered by him to the Company.

Mr S Nageswara Rao was appointed as Additional Director of the company with effect from 29th September 2010. He holds office upto the date of the ensuing Annual General Meeting. The company has received a notice under Section 257 of the Companies Act, 1956 from a shareholder of the company, together with the requisite deposit, signifying his intention to propose the name of

Mr S. Nageswara Rao for appointment as Director of the company.

Mr M Kishan Rao was earlier the Chairman and Managing Director of the company till 2003-2004. He continued to guide the company as Chief Mentor after relinquishing his Directorship of the company.

He was appointed as Additional Director of the company by the Board. He was also appointed as Chairman and Managing Director, with effect from 26th November 2010, subject to approval by the members. The Company has received a notice from a member, together with the required deposit under Section 257 of the Companies Act, 1956, in writing, proposing his candidature for the office of Director.

Mr M Raghuveer was the Executive Chairman of the company. Consequent upon the appointment of Mr M Kishan Rao as Chairman and Managing Director of the company, Mr M Raghuveer was re-designated as Wholetime Director of the company in the meeting of the Board of Directors of the company held on 26th November 2010.

AUDITORS

The Auditors M/s PRV Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re-appointment as Auditors of the Company and Certificate furnished under Section 224 (1B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Ac, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out an Annexure and forms part of this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in report of Board of Directors) Rules, 1988 is given in Form ÃA forming part of this report.

Technology Absorption:

The details in Form ÃB as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time forms part of this report.

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year 2009-10.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, features as a part of Annual Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies. Pursuant to the provision of Clause 49 (VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compli- ance of the Clause is enclosed.

CEOS DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole Time Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

ACKNOWLEDGEMENT

The Directors would like to thank all stakeholders, namely customers, stockists, dealers, retailers, shareholders, suppliers, bankers, employees and all other associates for the continuous support given by them to the Company.

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

Place: Secunderabad M Kishan Rao

Date: 26th November 2010 Chairman and Managing Director

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