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Directors Report of DFM Foods Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31^st March, 2018.

Financial Results

The financial results as compared to the previous year are as under:-

		(Rs. in Lakhs)
	Year ended	Year ended
	31^st March, 2018	31^st March, 2017
Revenue from operations	42,531	34,191
Profit before interest, financial expenses and depreciation	5,083	3,183
Other Income	434	499
Interest & financial expenses	1,002	449
Depreciation and amortization	997	723
Profit before exceptional items and tax	3,518	2,510
Exceptional items	-	-
Profit before tax	3,518	2,510
Tax expense	1,187	664
Profit after tax	2,331	1,846
Other Comprehensive Income (after tax)	(35)	(20)
Total Comprehensive Income (after tax)	2,296	1,826

Indian Accounting Standards (Ind AS)

The Company has adopted Ind AS w.e.f. 1^st April, 2017 with a transition date of 1^st April, 2016. Accordingly results for the year ended 31^st March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Previous year figures have been restated as per Ind AS to make them comparable.

Dividend Distribution Policy & Dividend

The Company has adopted Dividend Distribution Policy which is attached as Annexure - 1 and can also be accessed on the Company''s website at http://www.dfmfoods.com/download/ corporate/dividend-distribution-policy.pdf

Your Directors have recommended the payment of dividend of Rs.5/- per equity share of Rs.10/- each for the financial year ended 31^st March, 2018 amounting to Rs.6.04 crores inclusive of dividend distribution tax of Rs.1.03 crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members, whose names would appear on the Register of Members as on 20^th July, 2018.

Transfer to Reserves

During the year under review, no amount is proposed to be transferred to General Reserves.

Operational Review and the State of Company''s Affairs

The details on operational review and the state of Company''s affairs are provided in the Management''s Discussion and Analysis Report forming part of this Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the auditors of the Company confirming compliance is attached to the Report on Corporate Governance.

Directors and Key Managerial Personnel

Directors

Mr. Sandeep Singhal retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. His brief resume and other details are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company during the year.

Policy on Directors appointment and Policy on Remuneration

The policy on appointment of Board members, including criteria for determining qualifications, positive attributes and independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure - 2.

The details of familiarization programmes to Independent Directors with the Company are put up on the website of the Company at the weblink http://www.dfmfoods.com/download/ investors/Familiarisation-Programme-detail.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

The Board in consultation with its Nomination & Remuneration Committee has implemented a formal process for the annual evaluation of the performance of its Board, its Committees and individual Directors including Independent Directors. This process includes criteria for performance evaluation.

The annual performance evaluation has been carried out in accordance with the above for the year under review.

Particulars of Remuneration of Directors / KMP / Employees

The particulars of remuneration under Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - 2A and Annexure - 2B.

Employees Stock Option Scheme

No options were granted during the year. Of the 20,000 options vested earlier, all were exercised during the year. Accordingly, the Company has allotted 20,000 equity shares in two tranches of 10,000 equity shares each on 13^th October, 2017 and 23^rd February, 2018 respectively.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

During the year, there has been no change in the DFM Foods Employee Stock Option Plan-2014 of the Company.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31^st March, 2018 with regard to the DFM Foods Employee Stock Option Plan - 2014 of the Company are available on the website of the Company at www.dfmfoods.com and web link for the same is http://www.dfmfoods.com/download/corporate/ESOP.pdf

Meetings of the Board

Four Board meetings were held during the year. For further details please refer to the Report on Corporate Governance which forms part of this Annual Report.

Directors Responsibility Statement Your Directors state:

a) That in the preparation of the annual accounts for the year ended 31^st March, 2018 the applicable accounting standards have been followed and there are no material departures from the same;

b) 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^st March, 2018 and of the profit of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts on a going concern basis;

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

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

Auditors and Auditors'' Report

Statutory Auditor

M/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants had been appointed as statutory auditors of the Company for a period of 4 consecutive years from the conclusion of the Annual General Meeting held on 31^st July 2014, subject to ratification of their re-appointment at every Annual General Meeting. The current tenure of the statutory auditors expires at the conclusion of the ensuing Annual General Meeting.

The Board of Directors on the recommendation of the Audit Committee has recommended re-appointment of M/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants as statutory auditors of the Company for a further term of 5 consecutive years from the conclusion of the ensuing Annual General Meeting (AGM), till the conclusion of 30^th AGM to be held in the year 2023 subject to approval of the Members.

The Auditors'' Report on the financial statement of the Company for the year forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer by the Auditors in their Audit Report.

Secretarial Auditor

The Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report is annexed as Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Financial Control System

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically and no reportable material weaknesses in the design or operation were observed during the year.

Risk Management

Your Directors continually evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint Ventures or Associate Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure - 4 to this Report.

Corporate Social Responsibility (CSR)

The Company has adopted a CSR Policy which can be accessed at the following web link http://www.dfmfoods.com/download/ corporate/CSR-Policy.pdf

The Company has spent above 2% of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities attached as Annexure - 5.

Change in Capital Structure and Listing of Shares

During the year under review, the Company has allotted 20,000 Equity Shares under DFM Foods Employee Stock Option Plan -2014 of the Company. With the said allotment the paid-up capital of the Company has increased from Rs.10,00,16,760 divided into 10001676 Equity Shares of the face values of Rs.10/- each to Rs.10,02,16,760 divided into 10021676 equity shares of the face values of Rs.10/- each.

The Company''s shares are listed with BSE Ltd. and National Stock Exchange of India Ltd.

Extract of Annual Return

The extract of Annual Return of the Company is provided in Annexure - 6 to this Report.

Particulars of loans and guarantees given, securities provided and investments made

The Company has neither given any loans or guarantees nor provided any securities covered under the provisions of Section 186 of the Companies Act, 2013.

Contracts and Agreements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the normal course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee for review and approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://www.dfmfoods.com/download/corporate/policy-on-related-party-transactions-and-materiality-of-related-party-transactions.pdf

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

Disclosures Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand, Mr. Sarat Chandra Nanda and Ms. Hiroo Mirchandani as members.

Public Deposits

During the year under review, your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee.

Sexual Harassment

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors would like to place on record their sincere gratitude for the assistance and cooperation received from all the banks. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

Place: New Delhi Mohit Jain

Date: 25^th May, 2018 Chairman

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31^st March, 2017.

Financial Results

The financial results as compared to the previous year are as under:-

(Rs. in Lakhs)

	Year ended	Year ended
	31^st March, 2017	31^st March, 2016
Revenue from operations	34,489	38,951
Profit before interest, financial expenses and depreciation	3,471	4,874
Interest & financial expenses	628	567
Depreciation and amortization	729	657
Profit before exceptional items and tax	2,114	3,650
Exceptional items	-	-
Profit before tax	2,114	3,650
Tax expense	527	1,146
Net profit for the year	1,587	2,504

Dividend Distribution Policy & Dividend

During the year, the Board has adopted a Dividend Distribution Policy. This policy is attached as Annexure - 1 and can also be accessed on the Company''s website at http://www.dfmfoods. com/download/corporate/dividend-distribution-policy.pdf.

Your Directors have recommended the payment of dividend of Rs. 5/- per equity share of H 10/- each for the financial year ended 31^st March, 2017 amounting to Rs. 6.02 crores inclusive of dividend distribution tax of Rs. 1.02 crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members, whose names would appear on the Register of Members as on 21^st July, 2017.

Transfer to Reserves

During the year under review, no amount is proposed to be transferred to General Reserves.

Operational Review and the State of Company''s Affairs

The details on operational review and the state of Company''s affairs are provided in the Management''s Discussion and Analysis Report forming part of this Annual Report.

Corporate Governance

Business Responsibility Report

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - 2.

Directors and Key Managerial Personnel Directors

Mr. Rohan Jain retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. His brief resume and other details are provided in the Report on Corporate Governance.

Policy on Directors appointment and Policy on Remuneration

Performance Evaluation of the Board, its Committees and Individual Directors

The Company has devised a formal process for the annual evaluation of the performance of its Board, its Committees and Individual Directors including Independent Directors.

A structured questionnaire covering various aspects of the functioning of the Board and its Committees as well as for evaluating the individual Directors performance is in place.

Further, the Independent Directors had also met separately and evaluated the performance of the Non-Independent Directors, Board and the performance of the Chairman of the Company.

The NRC Committee too has carried out an evaluation of every Directors performance.

Particulars of Remuneration of Directors / KMP / Employees

There has been no change in the Key Managerial Personnel of the Company during the year.

Employees Stock Option Scheme

Out of the 1,00,000 options granted, 20,000 options were vested to 1 employee during the year.

During the year, there has been no change in the DFM Foods Employees Stock Option Plan - 2014 of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31^st March, 2017 with regard to the DFM Foods Employee Stock Option Plan - 2014 of the Company are available on the website of the Company at www.dfmfoods. com and web link for the same is http://www.dfmfoods.com/ download/corporate/ESOP.pdf.

Meetings of the Board

Four Board meetings were held during the year. For further details please refer to the Report on Corporate Governance which forms part of this Annual Report.

Directors Responsibility Statement Your Directors state:

a) That in the preparation of the annual accounts for the year ended 31^st March, 2017 the applicable accounting standards have been followed and there are no material departures from the same;

b) 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^st March, 2017 and of the profit of the Company for the year ended on that date;

d) That the Directors have prepared the annual accounts on a going concern basis;

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

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

Auditors and Auditors'' Report Statutory Auditor

M/s. Deloitte Haskins & Sells, (Firm Registration No.015125N), Chartered Accountants had been appointed as statutory auditors of the Company for a period of 4 consecutive years from the conclusion of the Annual General Meeting held on 31^st July, 2014, subject to ratification of their reappointment at every Annual General Meeting.

The Auditors'' Report on the financial statement of the Company for the year forms part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer by the Auditors in their Audit Report.

Secretarial Auditor

The Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report is annexed as Annexure - 4. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Financial Control System

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically and no reportable material weaknesses in the design or operation were observed during the year.

Risk Management

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint Ventures or Associate Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure - 5 to this Report.

Corporate Social Responsibility (CSR)

The Company has adopted a CSR Policy which can be accessed at the following web link http://www.dfmfoods.com/download/ corporate/CSR-Policy.pdf.

Change in Capital Structure and Listing of Shares

There has been no change in the capital structure of the Company.

The Company''s shares were listed on the National Stock Exchange of India Ltd. (NSE) during the year and admitted for trading with effect from 29^th December, 2016. The Company''s shares are also listed on the BSE Ltd.

Extract of Annual Return

The extract of Annual Return of the Company is provided in Annexure - 7 to this Report.

Particulars of loans and guarantees given, securities provided and investments made

The Company has neither given any loans or guarantees nor provided any securities covered under the provisions of Section 186 of the Companies Act, 2013.

Loan from Director

During the year under review, the Company had borrowed a loan from a Director which was repaid during the year.

Your Directors draw attention of the members to Note 36 to the financial statements which sets out the detail of the aforesaid loan.

Contracts and Agreements with Related Parties

Your Directors draw attention of the members to Note 32 to the financial statements which sets out related party disclosures.

Disclosures Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand, Mr. Sarat Chandra Nanda and Ms. Hiroo Mirchandani as members.

Public Deposits

During the year under review, your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee.

Sexual Harassment

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

On behalf of the Board

Place: New Delhi Mohit Jain

Date: 25^th May, 2017 Chairman

Mar 31, 2016

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2016.

Financial Results

The financial results as compared to the previous year are as under:-

(Rs. in Lakhs)

Year ended Year ended 31st March, 2016 31st March, 2015

Revenue from operations 38,951 28,925

Profit before interest, financial expenses and depreciation 4,874 3,287

Interest & financial expenses 567 571

Depreciation and amortization 657 591

Profit before exceptional items and tax 3,650 2,125

Exceptional items - 406

Profit before tax 3,650 1,719

Tax expense 1,146 618

Net profit for the year 2,504 1,101

Add Surplus brought forward 483 283

Available for appropriation 2,987 1,384

Appropriations

Dividend 500 250

Tax on proposed dividend 102 51

Transfer to General Reserve 250 600

Balance Carried forward 2,135 483

Dividend

Your Directors have recommended the payment of dividend of Rs. 5/- per equity share of Rs. 10/- each for the financial year ended 31st March, 2016 amounting to Rs. 6.02 Crores inclusive of dividend distribution tax of Rs. 1.02 Crores. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names would appear on the Register of Members as on 15th July, 2016.

Transfer to Reserves

The Company proposes to transfer Rs. 2.50 Crores to the General Reserve out of the amount available for appropriation.

Operational Review and the State of Company''s Affairs

The details on operational review and the state of Company''s affairs are provided in the Management''s Discussion and Analysis Report forming part of this Annual Report.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year the Company disposed off its investment in DFM Agro Limited. As at the end of the financial year, the Company does not have any subsidiary, Joint Ventures or Associate Company.

Directors Responsibility Statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016 the applicable accounting standards have been followed and there are no material departures from the same;

b) 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, 2016 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

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

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

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the auditors of the Company confirming compliance is attached to the report on Corporate Governance.

Contracts and Agreements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the normal course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee for review and approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://www.dfmfoods.com/download/corporate/policy-on- related-party-transactions-and-materiality-of-related-party- transactions.pdf

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.

The CSR Policy can be accessed at the following weblink http:// www.dfmfoods.com/download/corporate/CSR-Policy.pdf

The Company has spent a sum of Rs. 25.00 Lakhs during the year on CSR activities, which amounts to 2.02% of the average net profits of last three financial years.

The Annual Report on CSR activities is enclosed as Annexure 1.

Risk Management

Your Directors continually evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

Internal Financial Controls

The Company has in place adequate financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Directors and Key Managerial Personnel Directors

Mr. Mohit Jain retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as Annexure 2.

The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company at the following weblink:http://www.dfmfoods. com/download/corporate/familarization-programme-for- independent-Directors.pdf

Key Managerial Personnel

Mr. Raju Singh Tomer has been appointed as Company Secretary of the Company with effect from 10th February, 2016, in place of Mr. Parvinder Singh Arora who ceased to be the Company Secretary on 31st December, 2015.

Employees Stock Option Scheme

During the financial year, the Company had granted 2,00,000 Employee Stock options to 2 employees. Out of them 1 employee resigned from the services of the Company during the year and as such 1,00,000 unvested options granted to him stands terminated.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2016 with regard to the Employee Stock Option Plan - 2014 of the Company are provided in Annexure 3 to this Report.

Auditors and Auditors'' Report

Statutory Auditor

M/s. Deloitte Haskins & Sells, (Firm Registration No. 015125N), Chartered Accountants had been appointed as statutory auditors of the Company from the conclusion of the 21st Annual General Meeting of the Company held on 31st July, 2014 till the conclusion of the 4th consecutive Annual General Meeting there from, subject to ratification of their appointment at every Annual General Meeting.

The Notes on financial statements, referred to in the Auditors'' Report, are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Mrs. Sunita Mathur, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report is annexed as Annexure 4. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Public Deposits

During the year under review, your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

Disclosures CSR Committee

The CSR Committee comprises Mr. Mohit Jain as Chairman, Mr. Mohit Satyanand and Mr. Sarat Chandra Nanda as members.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pradeep Dinodia as Chairman, Mr. Mohit Satyanand and Mr. Sarat Chandra Nanda as members.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee.

Meetings of the Board

Five Board meetings were held during the year. For further details please refer to the Report on Corporate Governance which forms part of this Annual Report.

Particulars of Loans and Guarantees given, Securities provided and investments made

The Company has neither given any loans or guarantees nor provided any securities covered under the provisions of Section 186 of the Companies Act, 2013.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure 5 to this Report.

Extract of Annual Return

The extract of Annual Return of the Company is provided in Annexure 6 to this Report.

Particulars of Employees and Related Disclosures

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure 7A.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits specified in terms of the provision of Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure 7B.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors would like to place on record their sincere gratitude for the assistance and cooperation received from all the banks. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

Place: New Delhi Mohit Jain

Date: 11th May, 2016 Chairman

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results as compared to the previous year are as under:-

(Rs. in lacs)

Year ended Year ended 31st March, 2014 31st March, 2013

Revenue from operations 26325 22524

Profit before interest, financial expenses and depreciation 2652 2384

Interest & financial expenses 849 942

Depreciation and amortization 579 438

Profit before exceptional items and tax 1224 1004

Exceptional items 243 -

Profit before tax 981 1004

Provision for tax 271 373

Net profit for the year 710 631

Add Surplus brought forward 365 125

Available for appropriation 1075 756

Appropriations

Dividend 250 250

Tax on proposed dividend 42 41

Transfer to General Reserve 500 100

Balance Carried forward 283 365

DIVIDEND

Your Directors recommend the payment of dividend of Rs. 2.50 per equity share of Rs.10/- each for the current year, to those shareholders, whose names would appear on the register of members as on 14th July, 2014.

OPERATIONAL REVIEW

The revenue from operations increased from Rs. 225.24 crores to Rs. 263.25 crores. Profit after tax increased from Rs. 6.31 crores to Rs. 7.10 crores.

The continued slowdown in the economy coupled with higher marketing and overhead costs affected profitability adversely.

Work on higher market penetration, stabilizing the newly entered markets and extension of operations to the East zone of the country continued during the year.

A detailed business review is included in the Management Discussion & Analysis which forms part of the Annual Report.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Corporate Governance Report, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith.

FIXED DEPOSITS

No deposit was unclaimed as on 31/03/2014.

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

The information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed in Annexure 1 to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached as Annexure 2 to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they 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, 2014 and of the profits for the year ended on that date;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

DIRECTORS

It is with deep regret that we inform you of the sad demise of our Chairman Shri R. P. Jain on the 8th November, 2013. Your Board of Directors would like to place on record the invaluable leadership and guidance that he provided during his long association with the Company.

Consequent to the death of Shri R. P. Jain, Shri Mohit Jain was appointed as the Chairman of the Board in the meeting of the Board held on 27th January, 2014.

Shri Sandeep Singhal was co-opted as an Additional Director on 30th January, 2014. His appointment as Director is recommended by the Board.

Shri S. C. Nanda and Shri Pradeep Dinodia retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

The auditors M/s. Deloitte Haskins & Sells, who retire, offer themselves for reappointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 139(1) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, M/s. Mukesh Kumar, Cost Accountants have been appointed as Cost Auditors to audit the cost accounts of the Company for the financial year 2014-15 subject to the approval of the Central Government.

The cost audit report for the Financial Year 2012-13 was required to be filed within 30th Sept., 2013 and the same has been filed on 27th Sept., 2013.

CAUTIONARY STATEMENT

Statement made in this Directors''Report& Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be"forward-looking statements"within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGEMENT

The Directors place on record their sincere gratitude for the assistance received from the banks during theyear. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees. On behalf of the Board

Place : Delhi MOHIT JAIN

Date : 12th May, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results as compared to the previous year are as under:-

(Rs. in lacs)

Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from operations 22524 16942

Profit before interest, financial expenses and depreciation 2384 2277

Interest & financial expenses 942 447

Depreciation and amortization 438 238

Profit before tax 1004 1592

Provision for tax 373 556

Net profit for the year 631 1036

Add Surplus brought forward 125 380

Available for appropriation 756 1416

Appropriations

Dividend 250 250

Tax on proposed dividend 41 41

Transfer to General Reserve 100 1000

Balance Carried forward 365 125

DIVIDEND

Your Directors recommend the payment of dividend of Rs. 2.50 per equity share of Rs.10/- each for the current year, to those shareholders, whose names would appear on the register of members as on 13th July, 2013.

OPERATIONAL REVIEW

The revenue from operations increased from Rs. 169.42 crores to Rs. 225.24 crores. However net profit fell from Rs. 10.36 crores to Rs. 6.31 crores

The fall in profits was largely on account of the slow rate of growth of sales in the principal markets coupled with higher organizational, financial and depreciation expense related to the new factory and startup of operations in the West and East zone of the country.

Work on the new manufacturing facility was virtually completed and substantial progress was made in the implementation and absorption of various standardized management systems

A detailed business review is included in the Management Discussion & Analysis which forms part of the Annual Report

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Corporate Governance Report, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith.

FIXED DEPOSITS

The total amount of deposits remaining due not having been claimed for repayment as on 31st March, 2013 was Rs.3.38 lacs in respect of 5 deposits. Out of the same,

3 deposits for Rs.1.27 lacs have since been renewed.

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

The information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed in Annexure 1 to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached as Annexure 2 to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they 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, 2013 and of the profits for the year ended on that date;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Pradeep Dinodia and Mr. Mohit Satyanand retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

The auditors M/s. A.K. Gangaher & Co., who retire, have conveyed that they should not be considered for reappointment.

The Directors recommend the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants for the office of the auditors for whose appointment, a notice has also been received from a member of the Company. Further, the Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for appointment within the meaning of Section 226 of the said Act.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956 and the Companies (Cost Audit Report) Rules, 2011, M/s. Kabra & Associates, Cost Accountants have been appointed as Cost Auditors to audit the cost accounts of the Company for the financial year 2013-14 subject to the approval of the Central Government.

CAUTIONARY STATEMENT

Statement made in this Directors'' Report & Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be"forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGEMENT

The Directors place on record their sincere gratitude for the assistance received from the banks during the year. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

Place : Delhi R.P. JAIN

Dated : 29th June, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results as compared to the previous year are as under:-

(Rs. in lacs)

Year ended Year ended 31st March, 2012 31st March, 2011

Revenue from operations 16942 11998

Profit before interest, financial expenses and depreciation 2277 1629

Interest & financial expenses 447 217

Depreciation and amortisation 238 141

Profit before tax 1592 1271

Provision for tax 556 439

Net profit for the year 1036 832

Add Surplus brought forward 380 280

Available for appropriation 1416 1112

Appropriations

Dividend 250 200

Tax on proposed dividend 41 32

Transfer to General Reserve 1000 500

Balance Carried forward 125 380

DIVIDEND

Your Directors recommend the payment of dividend of Rs. 2.50 per equity share of Rs. 10/- each for the current year, to those shareholders, whose names would appear on the register of members as on 1st August, 2012.

OPERATIONAL REVIEW

The business continued to perform well during the year. Revenue from operations increased from Rs. 119.98 crores to Rs. 169.42 crores and net profit increased from Rs. 8.32 crores to Rs. 10.36 crores.

Several key initiatives have been undertaken to institutionalize management processes which will enable the organization to handle larger business volumes efficiently. Efforts are also being continuously made to further develop, strengthen and expand organizational capacity in all the areas of operations.

The new manufacturing facility established in U.P. was commissioned in November, 2011. The operations at the new plant have stabilized and the capacity constraints to further growth now stand removed.

A detailed business review is included in the Management's Discussion and Analysis Report which forms part of the Annual Report.

NSE LISTING

The Company has applied for the listing of its equity shares on the National Stock Exchange. The same is under active consideration of the NSE.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith.

FIXED DEPOSITS

The total amount of deposits remaining due not having been claimed for repayment as on 31st March, 2012 was Rs. 3.57 lacs in respect of 4 deposits and the same is still unclaimed.

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

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed in Annexure 1 to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached as Annexure 2 to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

they 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, 2012 and of the profits for the year ended on that date;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. S.C. Nanda and Mr. R.P. Jain retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

The auditors M/s. A.K. Gangaher & Co., who retire, offer themselves for reappointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956 and the Companies (Cost Audit Report) Rules, 2011, M/s. Kabra & Associates, Cost Accountants have been appointed as Cost Auditors to audit the cost accounts of the Company for the financial year 2012-13 subject to the approval of the Central Government.

ACKNOWLEDGEMENT

The Directors place on record their sincere gratitude for the assistance received from the banks during the year. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

Place : Delhi R.R JAIN

Dated : 30th May, 2012 Chairman

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results as compared to the previous year are as under:-

Rs. in lacs) Year ended Year ended 31.03.2011 31.03.2010

TotalTurnover 11984.05 7218.99

Profit before interest, financial expenses and depreciation 1613.06 863.76

Interests financial expenses 200.74 132.32

Depreciation 140.68 96.66

Profit before tax 1271.64 634.78

Provision for tax 439.29 213.69

Net profit for the year 832.35 421.09

Add Surplus brought forward 279.84 283.17

Available for appropriation 1112.19 704.26

Appropriations

Dividend 199.60 149.58

Tax on proposed dividend 32.38 24.84

Transfer to General Reserve 500.00 250.00

Balance Carried forward 380.21 279.84

DIVIDEND

Your Directors recommend the payment of dividend of Rs. 21- per equity shares of Rs. 10/- each for the current year, to those shareholders, whose names would appear on the Register of Members as on 3rd August, 2011.

OPERATIONAL REVIEW

The business grew strongly during the year.

Turnover increased from Rs. 72.19 crores in 2009-1 Oto Rs. 119.84 crores in the current year. Net profit nearly doubled from Rs. 4.21 crores to Rs. 8.32 crores.

Efforts to further develop, strengthen and expand the business were undertaken in virtually all areas of operations. The current manufacturing capacity reached full utilization during the year and consequently steps to establish a new manufacturing facility in UP were initiated. The outlay on the new unit is likely to be about Rs. 70 crores for which term loans to the tune of Rs. 46 crores have been raised from our banker. The unit is expected to commence commercial production during the third quarter of this year.

A more detailed business review is included under the Management Discussions & Analysis Report which forms part of the Annual Report.

CHANGES IN CAPITAL STRUCTURE

In order to comply with the listing requirements of the National Stock Exchange, the Company issued 30,000 equity shares of Rs. 10/- each These shares were allotted at a premium of Rs. 86.20 per share.

DE-LISTING OF SHARES

The Company's shares had been delisted from the Stock Exchange at Kolkota during the year.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith.

FIXED DEPOSITS

The total amount of deposits remaining due not having been claimed for repayment as on 31/03/2011 was Rs. 2.15 lacs in respect of 3 deposits. Out of the same, 1 deposit for Rs. 1.00 lac has since been renewed/ repaid.

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

The information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed in Annexure 1 to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached as Annexure 2 to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the companies Act, 1956, the Directors confirm that: Ã In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- They 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 at the end of the financial year and of the profits for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Pradeep Dinodia and Mr. Mohit Satyanand retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

The auditors M/s. A.K.Gangaher & Co., who retire, offer themselves for reappointment.

ACKNOWLEDGEMENT

The Directors place on record their sincere gratitude for the assistance received from the banks during the year. They also wish to place on record their appreciation for the loyal and devoted services rendered by all categories of employees.

On behalf of the Board

R.P.JAIN Chairman

Place : Delhi Dated : 21thMay,2011

Mar 31, 2010

The Directors have pleasure in presenting their report along with the audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results as compared to the previous year are as unden- Rs. in lacs) Year ended Year ended 31.03.2010 31.03.2009

Total Turnover 7218.99 7650.98

Profit before interest, financial expenses and depreciation 863.76 585.61

Interest & financial expenses 132.32 227.01

Depreciation 96.66 49.89

Profit before tax 634.78 308.71

Provision for tax 213.69 108.85

Net profit for the year 421.09 199.86

Add Surplus brought forward 283.17 299.97

Available for appropriation 704.26 499.83

Appropriations

Dividend 149.58 99.72

Tax on proposed dividend 24.84 16.94

Transfer to General Reserve 250.00 100.00

Balance Carried forward 279.84 283.17

DIVIDEND

Your Directors recommend the payment of dividend @ 15 % on fully paid equity shares to those shareholders, whose names would appear on the register of members as on 30th July, 2010.

OPERATIONAL REVIEW

The turnover for the year was lower as a result of the discontinuation of the wheat storage business.

The snack food business grew 35% during the year. The new extrusion plant was commissioned in August 2009 and pursuant to encouraging growth trends a further expansion of capacity is under active consideration.

The departmental appeal against the Companys reclassification of some products manufactured by it under nil rate of duty is still pending adjudication before the Tribunal.

A more detailed business review is included under the Management discussion and analysis which forms part of the Annual Report.

SUBSIDIARY

Achilles Retail Ventures Pvt. Ltd. became a 100% owned subsidiary of your Company for part of the year. The shareholding in the said Company was divested completely on 30th March, 2010.

SECURED LOAN

The repayments of the term loans are being made as per the terms of the loans.

FIXED DEPOSITS

The total amount of deposits remaining due not having been claimed for repayment as on 31/03/2010 was Rs.1.15 lacs in respect of 2 deposits and the same still remains unclaimed.

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

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed in Annexure "A" of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached as an Annexure to this report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance as prescribed in the Listing Agreement with the stock exchanges. A separate report on corporate governance is included as a part of the Annual Report along with the Auditors report on its compliance.

DE-LISTING OF SHARES

The Companys application for delisting from the Stock Exchange at Kolkata is still pending with them.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors state as under: -

i) The applicable accounting standards have been followed.

ii) The accounting policies have been followed consistently and wherever required judgments and estimates have been made in a reasonable manner so as to give a true and fair view of the state of affairs of the Company as at 31/03/2010 and of the profit for the year ending on the same date.

iii) Adequate accounting record has been maintained for safeguarding the assets of the Company.

iv) The accounts have been prepared on a going concern basis.

DIRECTORS

Mr. S. C. Nanda and Mr. R. P. Jain retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

The auditors M/s A.K. Gangaher & Co., who retire, offer themselves for reappointment.

ACKNOWLEDGEMENT

The Directors place on record their sincere gratitude for the assistance received from the banks during the year. They also wish to place on record their appreciation for the loyal and devoted services rendered" by all categories of employees.

On behalf of the Board

Place : Delhi R.P. JAIN

Dated: 15th May, 2010 CHAIRMAN

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