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Directors Report of Chordia Food Products Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members,

The Directors have pleasure in presenting the 34th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2016.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2016 are briefly given below:-

Particulars

2015-2016

(Rs,)

2014-2015

(Rs,)

Sales & Other Income

42,11,36,650

39,83,98,286

Profit before Depreciation & Interest

3,38,75,811

3,61,82,938

Less: - Depreciation

1,16,93,000

85,00,000

Interest/Finance cost

1,45,05,016

1,04,26,662

Profit before exceptional Item

76,77,795

1,72,56,276

Add; Exceptional Items

—

1,63,68,339

Add: Extra Ordinary Item of Income

_

1,30,31,787

Profit before Tax

76,77,795

4,66,56,402

Less: Provision for Taxation

25,00,000

1,37,50,000

Profit after Taxation for the Year

51,77,795

3,29,06,402

2. COMPANY''S AFFAIRS AND PERFORMANCE Financial Performance

During the year under review the Revenue from Operations of the Company was Rs, 4131.71 Lacs as against Rs, 3960.20 Lacs of the previous year. The export turnover of the Company during the year under report was Rs, Nil as against Rs,1.92 Lacs of the previous year. The Company has earned the Profit before Tax, before Exceptional & Extra Ordinary Items of Rs,76.78 Lacs as against the Profit of Rs, 172.56 Lacs of the previous year.

3. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve. An amount of Rs, 51,77,795/ - is proposed to be retained in the Statement of Profit and Loss Account.

4. DIVIDEND

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

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT Introduction

The Indian Food Processing Industry is showing remarkable Growth. The packaged Food processing Sector is one of the largest Sectors in India. However having accepted these facts your Company could not achieve better performance mainly because of the peculiar product range the Company is having. The main revenue generation of the Company, at present is out of the Food Items like Pickles and Ketchups, which are traditional. These Food Products have its own limitations to contribute to the growth success.

Market Scenario and Challenges

Due to the changing environment, erratic atmosphere and weather conditions the agricultural sector has seen a setback over past couple of years. The procurement of quality raw material at a right time and right price has become a difficult task. The volatile input cost environment and sensitive competitive intensity the operative environment for the Company during the Year continued to be challenging. The performance of the Company if viewed in this context is reasonable.

As a result, the Company manufacturing Pickles and Ketchups is facing low growth orientation.

Competition

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

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

The Company has established a wide range of Distribution network in Maharashtra, Karnataka and Goa which approaches to the numerous grocery stores. However the Customers now adopting new means of purchasing like E - Commerce Platform, Online purchasing, Malls etc. the Company is finding it difficult to boost the demand for its Products in the Market by the present marketing strategies. The Company is focusing to tap new Products, new Markets and new means of marketing to meet the changing trends and preferences of the Customers.

Sustainability and Growth:

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

During the Year the Company took the major steps for approaching the end Customers, by direct Advertisements through advertising in retail stores, outdoor campaigns and more appealing packaging.

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

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

6. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.

7. DIRECTORS

In accordance with provisions of Section 152 of Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Hukmichand S. Chordia [DIN: 00389587], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

8. PUBLIC DEPOSITS

During the Financial Year 2015-2016, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

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

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

10. LISTING FEES

The annual listing fee for the year 2015-2016 as well as for the year 2016-2017 have been paid to BSE Limited, where your Company''s shares are listed.

11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

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

12. EXTRACT OF ANNUAL RETURN

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

13. NUMBER OF MEETINGS OF THE BOARD

During the year Eleven (11) Board Meetings were convened and held, including one separate Meeting of Independent Directors on 31st March, 2016. The details of the said Meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DIRECTOR''S RESPONSIBILITY STATEMENT

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

Directors state that:-

a) In the preparation of the Annual Financial Statements for the year ended 31st March, 2016 the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made 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, 2016 and of the Profit of the Company for the year ended on that date;

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

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

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

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

15. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. AUDITORS AND AUDITORS'' REPORT

a) Internal Auditor

The Internal Auditor, M/s. Shashank Amin, Chartered Accountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Statutory Auditors and the Audit Committee.

b) Statutory Auditor:

At the Company''s 33rd Annual General Meeting (AGM) held on 26th September, 2015, M/s Sunil Shah, Chartered Accountants, were appointed as the Company''s Statutory Auditor''s from the conclusion of the 33rd AGM till the conclusion of the 35th AGM to be held in the Year 2017.

In terms of Section 139(1) of the Companies Act, 2013, the necessary Resolution for ratification of their appointment as the Statutory Auditors to hold office from conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting, is placed for your approval.

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Board''s Report.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Shekhar Ghatpande & Co., Company Secretaries having Membership No FCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for the Financial Year 2015-2016. The Secretarial Audit Report is annexed herewith as Annexure - II to this Report. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.

d) Cost Audit:

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Details of Loan, Guarantee and Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

a) The Company has not advanced any amount in the nature of Loan to any other entity, however earlier the Company has paid an advance towards the purchase of Cold Storage to Chordia Food Park & Properties Ltd., the final conveyance of which is yet to be completed.

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

c) Details of Investments in Equity Shares made by the Company as on 31st March, 2016 (including Investments made in the previous years) in quoted and unquoted Shares are as under:-

Name of Entity

Amount as at 31s1 March, 2016 (Rs,)

1. Quoted

(a) 10,000 Units of Rs, 10/ -each of Punjab National Bank

1,00,000/-

2. Unquoted

(a) 1,000 Shares of Rupee Co-op. Bank Ltd. of Rs, 50/ -each

50,000/-

TOTAL:

1,50,000/-

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION

(1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of Contracts or Arrangements entered into by the Company with Related Parties have, as far as possible been done at Arm''s Length and are in the ordinary course of business, and as such the provisions of Section 188 are not applicable for such transactions. However, as an abundant precaution and pursuant to the provisions of Clause 49 of the Listing Agreement, [Now as per SEBI [LODR] Regulations 2015 the Company has obtained the approval of the Shareholders of the Company, by way of blanket permission, to the said transactions for the period of four Financial Years w.e.f. 1st April, 2015, in their Annual General Meeting held on 26th September, 2015 by way of Special Resolution.

The particulars of the transactions so entered into with Related Parties have been provided in Form No. AOC-2 attached herewith as Annexure III and in Related Party disclosures as per AS-18 in Note No. 29 to the Financial Statements.

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

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

20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

A. Conservation of Energy and Technology

Absorption:

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

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

B. Foreign Exchange Earnings and Outgo:

Sr.

No.

Particulars

Amount in

''

i

Foreign Exchange earned in terms of actual inflows during the year

Nil

ii

Foreign Exchange outgo during the year in terms of actual outflows

Nil

22. RISK MANAGEMENT POLICY

At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Business Risks involved.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

25. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

Directors appointed/ceased during the Year

Name of Director

Designation

Particulars of Change

Term of appointment

Ms. Gargi Sudhir Sharma

Woman

Independent

Director

Appointed as a Director of the Company on 8th May, 2015.

Appointed till 25th September, 2020.

Mr. Mahendra Sajjanlal Mehta

Independent

Director

Ceased due to Death on 4th July, 2015

Mr. Bapu Ramchandra Gavhane (1)

Additional

Director

Appointed as an Additional Director of the Company on 11th April, 2016

Up to ensuing Annual General Meeting

Dr. Ajit Harichand Mandlecha (*)

Additional

Director

Appointed as an Additional Director of the Company on 11th April, 2016

Up to ensuing Annual General Meeting

(*) Appointed during the next Financial Year i.e. 2016-2017, but before the date of this Report.

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

Name of the KMP

Designation

Particulars of Change

Mr. Bapu

Ramchandra

Gavhane

Chief Financial Officer (KMP)

Appointed as a Chief Financial Officer of the Company on 5th January, 2016

Mr. Bapu Ramchandra Gavhane (*)

Company

Secretary

Resigned on 22nd June, 2015

Ms. Tejashree Vinayak Bhalerao (*)

Company

Secretary

Appointed on 22nd June, 2015

28. COMPOSITION OF AUDIT COMMITTEE

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

29. PARTICULARS OF EMPLOYEES

Particulars of Employees and information pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personal) Rules 2014 is given in Annexure IV attached.

30. CASH FLOW

A Cash Flow Statement for the year ended 31st March, 2016 is attached to the Financial Statement.

31. CORPORATE GOVERNANCE

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

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the aforesaid Act.

33. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Company''s Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

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

By Order of the Board of Directors

For Chordia Food Products Limited

Place: Pune Hukmichand S. Chordia

Date: 12th August, 2016 Chairman

[DIN: 00389587]


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 are briefly given below: -

2013-2014 2012-2013 (Rs.) (Rs.)

Sales & Other Income 35,32,00,093 32,06,12,119

Profit before Depreciation 4,18,04,300 3,97,40,572 & Interest

Less:- Depreciation 88,86,886 91,03,591 Interest/Finance cost 94,66,449 88,20,424

Profit before exceptional Item 2,34,50,965 2,18,16,557

Add: Extra Ordinary Item of Income - 99,99,920

Profit before Tax 2,34,50,965 3,18,16,477

Less: Provision for Taxation 68,50,000 75,00,000

Profit after Taxation 1,66,00,965 2,43,16,477

for the Year

2. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 3,504.78 Lacs as compared to the Sales of Rs. 3,175.96 Lacs of the previous year. The operating Profit for the Year was Rs. 234.50 Lacs as compared to the operating Profit of Rs. 218.16 Lacs of the previous year. The profit during the Year was under pressure due to increased raw material costs and higher employee & financial overheads.

3. BUSINESS PLANS AND FUTURE OUTLOOK

The Company has decided to expand its activities which were stagnant for past few years. The Company plans to widen its production base, product mix and marketing strategies. For the purpose the Company will deal with some of the other Units of the Promoter- Director group which are already engaged in the Food Industry. With this scenario the Directors are confident that the Company will perform better in the years to come.

4. DIVIDEND

To strengthen the long term Capital needs of the Company, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31st March, 2014.

5. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

6. COST AUDITORS

As per the Central Government Order dated 24th January, 2012 the Company is required to get its Cost Accounting Records, in respect of each of its Financial Years commencing on or after 1st April, 2012, audited by a Cost Auditor.

The Board of Directors of the Company has appointed Mrs. Varsha S. Limaye, Cost Accountant as the Cost Auditor of the Company for the Year ended as on 31st March, 2014.

The Cost Audit Report for the Year ended 31st March, 2014 will be submitted to the Central Government in due course.

7. COMPLIANCE CERTIFICATE

Pursuant the provisions of Sub Section (1) of Section 383A of the Companies Act, 1956 with regard to issue of Compliance Certificate, the necessary Compliance Certificate obtained from Shekhar Ghatpande & Co., Practicing Company Secretaries is attached herewith.

8. DIRECTORS

Dr. Pravin Hukmichand Chordia, Director [DIN: 00389777] retires by rotation and has informed his unwillingness to be reappointed as the Director of the Company, due to his other business and professional commitments.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term upto five consecutive years and shall not be liable to retire by rotation, during that period. Necessary resolutions for the appointment of Mr. Mahendra Sajjanlal Mehta and Mr. Vijaykumar Chandulal Kankaliya have been recommended for your approval. Mr. Ajay Dhondopant Pohekar another Independent Director has informed his unwillingness to be appointed as an Independent Director of the Company, due to his other business and professional commitments.

9. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels for the continued growth and prosperity of the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

c) Particulars relating to Foreign Exchange Earnings and outgo appear in the Notes forming part of the Annual Accounts.

11. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd., [Formerly known as Bombay Stock Exchange Ltd.] and the Directors confirm that the necessary listing Fee of the Stock Exchange for the year 2014-2015 has been paid by the Company.

12. DEMATERIALIZATION OF SHARES

As reported earlier the Equity Shares of the Company are dematerialized with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediately.

13. CORPORATE GOVERNANCE

In compliance with the requirement of Clause 49 of the listing Agreement with Stock Exchange, a separate report on Corporate Governance along with Auditors'' Certification on its compliance has been provided.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:-

a) That while preparing the Annual Accounts for the year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) That 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 financial year and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

15. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Company''s Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the officials of the Government of India, Government of Maharashtra and Tamil Nadu, Andhra Pradesh Local Authorities for their continued help and timely assistance extended to the Company.

For and behalf of the Board of Directors

Place : Pune Hukmichand S. Chordia Date :9th August, 2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 are briefly given below :-

2011-2012 2010-2011 (Rs.) (Rs.)

Sales & Other Income 29,00,56,424 30,73,12,954 Profit before Depreciation & Interest 4,20,88,901 4,24,08,562

Less:-Depreciation 93,28,746 87,98,819

Interest/Finance Cost 60,48,256 52,94,018

Profit before Tax 2,67,11,899 2,83,15,725

Less : Provision for Taxation 62,00,000 95,50,000

Profit after Taxation 2,05,11,899 1,87,65,725

2. DIVIDEND

Considering the future business plans and upcoming expansion and modernization programmes and heavy marketing expenditure envisaged by the Company in the years' to come, there is a need to plough back the funds of the Company in the business itself.

Considering the same, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31st March, 2012.

3. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 2887.22 Lacs as compared to the Sales of Rs. 3059.67 Lacs of the previous year. The Profit after Tax was Rs. 205.12 Lacs as compared to the Profit after Tax of Rs. 187.66 Lacs of the previous year.

4. SUBSIDIARY COMPANY

As members are aware, the Company had subscribed to/ acquired 24,99,980 Equity Shares of Rs. 10/- each amounting to Rs. 2,49,99,800/- in Western Agri Food Park Private Limited a SPV for execution of a Project of setting up of Mega Food Park, with the financial subsidy of Ministry of Food Processing, Government of India.

However as already reported in the Director's Report of the earlier years, the SPV decided to withdraw from the Mega Food Park Project. As such the working of the SPV Company as of date is standstill.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the said Subsidiary Company, forms part of this Annual Report.

5. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

6. COMPLIANCE CERTIFICATE

The Companies (Amendment) Act, 2000 has inserted a proviso to Sub Section (1) of Section 383A of the Companies Act, 1956 with regard to issue of Compliance Certificate. Accordingly the necessary Compliance Certificate obtained from Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

7. DIRECTORS

Dr. Pravin H. Chordia, Director retires by rotation and being eligible offers himself for reappointment.

8. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels for the continued growth and prosperity of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

c) Particulars relating to Foreign Exchange Earnings and Outgo appear in the Notes forming part of the Annual Accounts.

10. DISCLOSURE UNDER SEBI CIRCULAR DATED 29™ APRIL, 1988

The Equity Shares of the Company are listed on BSE Ltd., [Formerly known as Bombay Stock Exchange Ltd.] and the Directors confirm that the necessary Listing Fee of the Stock Exchange for the year 2012-2013 has been paid by the Company.

11. DEMATERIALISATION OF SHARES

As reported earlier the Equity Shares of the Company are dematerialised with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediately.

12. CORPORATE GOVERNANCE

The disclosure of Corporate Governance under Stock Exchange Listing Agreement is necessary for the Companies having paid up Share Capital of Rs. 3/- Crores or more.

Since the paid up Share Capital of the Company is less than the said limit the disclosure under Corporate Governance is not applicable.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:-

a) That while preparing the Annual Accounts for the year ended 31s1 March 2012, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) That 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 financial year and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

14. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Company's Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the officials of the Government of India, Government of Maharashtra and Tamil Nadu, Local Authorities for their continued help and timely assistance extended to the Company.

For and behalf of the Board of Directors

Place : Pune Hukmichand S. Chordia

Date : 11th August, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2010 are briefly given below:-

2009-2010 2008-2009

(Rs.) (Rs)

Turnover 34,46,31,677 32,71,38,173

Gross Profit 4,10,77,388 3,68,33,872

Less:- Depreciation 82,35,000 81,42,580

Interest 64,39,226 73,22,497

Profit before Tax 2,64,03,163 2,13,68,795 Less: Provision for Taxation 84,25,000 51,50,000

Profit after Taxation 1,79,78,163 1,62,18,795 Add: Balance in Profit & Loss

Account of Previous Year 7,09,80,958 5,67,62,163

Amount available

for appropriation 8,89,59,121 7,29,80,958

2. DIVIDEND

Considering the future business plans and upcoming expansion and modernization programmes and heavy marketing expenditure envisaged by the Company in the years to come, there is a need to plough back the funds of the Company in the business itself.

Considering the same, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31sl March, 2010.

3. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 3446.32 Lacs as compared to the Sales of Rs.3271.38 Lacs of the previous year. The Profit after Tax was Rs. 179.78 Lacs as compared to the Profit after Tax of Rs. 162.19 Lacs of the previous year.

4. AWARDS/ACHIEVEMENTS

Your Company has been awarded CorpExcel - National mSME Excellence Awards- 2008 under Medium Enterprises category conducted by Corporation Bank - the Bankers of the Company. The said Award was presented to the Company at the benign hands of Mr. Pranab Mukherjee Honble Union Finance Minister Government of India on 30th December, 2009 at New Delhi, and also in the presence of Mr. Namo Narain Meena - Minister of State for Finance.

Recently Mr. Hukmichand Chordia - Chairman of your Company has been honoured by an Award for Excellence in Trade - 2010 (Adarsh Vyapari Puraskar) on Pune City and Pune District level by The Pune Merchants Chamber. He will receive the said Award in the presence of Mr. R. R. Patil Honble Home Minister and Mr. Ramesh Bagawe - Minister of State - Home Ministry, Government of Maharashtra on 12th August, 2010.

5. SUBSIDIARY COMPANY

As members are aware, during the previous Financial Year, the Company subscribed to/ acquired 24,99,980 Equity Shares of Rs. 10/- each amounting to Rs. 2,49,99,800/- in Western Agri Food Park Private Limited a SPV for execution of a Project of setting up of Mega Food Park, with the financial subsidy of Ministry of Food Processing, Government of India.

However some SPV Members communicated their inability to subscribe for their individual Equity Share to SPV in the near future, due to the then market and economic conditions. Hence the SPV Company could not go ahead with the Project, without there being the required Capital contribution from the SPV Members, as per the conditions of the Ministry of Food Processing, Government of India.

Therefore the SPV decided to withdrew from the Mega Food Park Project. As such the working of the SPV Company as of date is standstill.

The Statement pursuant to Section 212 of the Companies Act 1956 containing details of the said Subsidiary Company, forms part of this Annual Report.

6. ISSUE OF WARRANTS

As the Members of the Company are aware the Company had issued & allotted 24,00,000 Warrants at issue Price of Rs. 58.05/- per Warrant, with an Option to subscribe for one Equity Share of Rs. 10/- per Convertible Warrant.

All the Warrant holders did not exercise the option for subscription of Equity Shares. Hence the Company has forfeited the amount of Rs. 1.44 Crs. received from the Allottees as Warrant Application Money and has credited the same to the Capital Reserve Account.

7. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

8. COMPLIANCE CERTIFICATE

Pursuant to the proviso to Sub-Section (1) of Section 383A of the companies Act, 1956 the Compliance Certificate issued by Shekhar Ghaptpande & Co. Company Secretaries is attached herewith.

9. DIRECTORS

Mr. Hiralal N. Lunkad, Director retires by rotation and being eligible offers himself for appointment.

Mr. Hukmichand Chordia was re-appointed as the Executive Chairman by the Shareholders of the Company in their Annual General Meeting held on 28th September, 2007 for a period of three years w.e.f. 1st August, 2007. Accordingly his term of appointment expired on 31st July, 2010. Mr. Hukmichand Chordia at present is running the age of 80 years, and has desired not to be re-appointed in any of the executive powers and post.

The Board of Directors, to get the benefit of his rich and varied experience in the Food Industry, has requested him to overall look after the Factory affairs of the Company at Shirwal and Kanchipuram, to which he has agreed. Necessary Resolution in this respect is recommended for your approval.

The Board of Directors in its Meeting held on 7th August, 2010 decided to revise the remuneration of Mr. Pradeep Chordia as the Managing Director of the Company. Necessary Resolution for the said revision is recommended for your approval.

10. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels for the continued growth and prosperity of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) The Companys operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

B) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

C) Particulars relating to Foreign Exchange Earnings and outgo appear in the Notes forming part of the Annual Accounts.

12. DISCLOSURE UNDER SEBI CIRCULAR DATED 29th APRIL, 1988

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. and the Directors confirm that the necessary listing Fee of the Stock Exchange for the year 2010-2011 has been paid by the Company.

13. DEMATERIALISATION OF SHARES

As reported earlier the Equity Shares of the Company are dematerialized with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediately.

14. CORPORATE GOVERNANCE

The disclosure of Corporate Governance under Stock Exchange Listing Agreement is necessary for the Companies having paid up Share Capital of Rs.3/- Crores or more.

Since the paid up Share Capital of the Company is less than the said limit the disclosure under Corporate Governance is not applicable.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:-

a) that while preparing the Annual Accounts for the year ended 31st March 2010, the applicable accounting standers had been followed along with proper explanations relating to material departures.

b) that 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 financial year and of the Profit of the Company for that year.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

16. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Companys Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the officials of the Government of India, Government of Maharashtra and Tamil Nadu, Local Authorities for their continued help and timely assistance extended to the Company.

For Chordia Food Products Limited

Place : Pune Hukmichand S. Chordia

Date : 7th August, 2010 Chairman


Mar 31, 2009

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2009.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2009 are briefly given below:-

2008-2009 2007-2008 (Rs) (Rs.)

Turnover 32,71,38,173 29,81,08,643

Gross Profit 3,68,33,872 3,67,75,981

Less:- Depreciation 81,42,580 75,59,798

Interest 73,22,497 52.71,162

Profit before Tax 2,13,68,795 2,39,45,021

Less: Provision for Taxation 51,50,000 42,50,000

Profit after Taxation 1,62,18,795 1,96,95,021

Less: Prior Year adjustment - 94,79,052

Add: Balance in Profit & Loss

Account of Previous Year 5,67,62,163 5,37,76,274

Amount available for appropriation 7,29,80,958 6,39,92,243

2. DIVIDEND

Considering the future business plans and upcoming expansion and modernization programmes and heavy marketing expenditure envisaged by the Company in the years to come, there is a need to plough back the. funds of the Company in the business itself.

Considering the same, the Directors do not recommend any Di»idend on the Equity Shares of the Company for the Financial Year ended 31s March, 2009.

3. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 3271.38 Lacs as compared to the Sales of Rs.2981.09 Lacs of the previous year. The Profit After Tax was Rs. 162.19 Lacs as compared to the Profit after Tax of Rs.196. 95 Lacs of the previous year.

4. SUBSIDIARY COMPANY

During the Financial Year under review, the Company subscribed to/ acquired 24,99,980 Equity Shares of Rs. 10/- each amounting to Rs. 2,49,99,800/- in Western Agree Food Park Private Limited a SPV executing a Project of setting up of Mega Food Park, with the financial subsidy of Ministry of Food Processing, Government of India.

The Statement pursuant to Section 212 of the Companies Act 1956 containing details of the said Subsidiary Company, forms part of this Annual Report.

5. ISSUE OF WARRANTS

As the Members of the Company are aware the Company has issued & allotted 24,00,000 Warrants at issue Price of Rs. 58.05/- per Warrant, aggregating, to Rs. 13,93,20,000/- with an Option to subscribe for one Equity Share of Rs.10/- per Convertible Warrant. All the allottees of the Warrants still have not exercised their option to subscribe for the Equity Shares.

6. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their wiiiingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

7. COMPLIANCE CERTIFICATE

Pursuant to the proviso to Sub-Section (1) of Section 383A of the companies Act, 1956 the Compliance Certificate issued by Shekhar Ghaptpande & Co. Secretaries is attached herewith.

8. DIRECTORS

Dr. Pravin Chordia, Director retires by rotation and being eligible offers himself for reappointment.

9. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels- for the continued growth and prosperity of the Company.

Infomation as per Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) The Companys operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

B) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

C) Particulars relating to Foreign Exchange Earnings % and outgo appear in the Notes forming part of the Annual Accounts.

11, DISCLOSURE UNDER SEBI CIRCULAR DATED 29™ APRIL, 1988

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. and the Directors confirm that the necessary listing Fee of the Stock Exchange for the year 2009-2010 has been paid by the Company.

12. DEMATERIALISATION OF SHARES

As reported earlier the Equity Shares of the Company are dernaterialized with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediate.

13. CORPORATE GOVERNANCE

The disclosure of Corporate Governance under Stock Exchange Listing Agreement is necessary for the Companies having paid up Share Capital of Rs.3/- Crores or more.

Since the paid up Share Capital of the Company is less than the said limit the disclosure under Corporate Governance is not applicable.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state :-

a) that while preparing the Annual Accounts for the year ended 31" March 2009, the applicable accounting standers had been followed along with proper explanations relating to material departures.

b) that 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 financial year and of the Profit of the Company for that year.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

15. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Companys Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the DIC, WMDC and officials of the Government of India, Government of Maharashtra and Tamil Nadu, Local Authorities tor their continued help and timely assistance extended to the Company.

For and behaif of the Board of Directors

Place : Pune Hukmichand S. Chordia

Date : 28th August, 2009 Executive Chairman

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