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Directors Report of Freshtrop Fruits Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 24th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2016.

FINANCIAL PERFORMANCE:

The working results of the Company for the period ended 31st March, 2016 are as follows:

Amount in Rs.

2015-16

2014-15

Total Income

1,216,287,434

1,230,946,549

Gross Profit before Depreciation and Taxation

164,883,750

166,656,616

Less: Depreciation

38,897,354

37,915,269

Net Profit before Taxation and Exceptional Items

125,986,396

128,741,347

Less: Exceptional Items

-

4,705,358

Net Profit before Taxation

125,986,396

124,035,989

Less : Current Tax

45,200,000

42,600,000

Less : MAT Credit Entitlement

-

-

Less : Deferred Tax

524,140

5,147,048

Less : Tax in respect of earlier years

(235,491)

424,137

Profit after taxation

80,497,747

75,864,804

Less: Proposed Dividend

12,145,000

12,145,000

Distribution Tax on Proposed Dividends

24,72,479

2,472,722

Balance of Profit brought Forward from Balance Sheet

249,440,049

191,164,098

Balance of Profit carried to Balance Sheet

315,320,317

249,440,049

OPERATIONS:

The year under report started with significantly reduced business in Q1 due to poor weather conditions during the grape harvest season of 2105. However the weather conditions improved subsequently and the exports during the 2016 season showed a significant growth.

Your Company was able to maintain the revenues at over Rs.1.2 billion and the Net profit after tax increased from Rs.75.865million to Rs.80.498 million an increase of 6.11%

The food processing business continues to grow but the pace of growth needs to be accelerated.

FRESH FRUITS SEGMENT:

India continues to increase its importance as a grape supplier to Europe. The grape growers have understood the requirements of the international markets and are able to fulfill them to a large extent. In 2016 season India consolidated their position with increased supply. Total exports of grapes from India to EU increased from 55094.87MT in 2014-15 season to 85828.04MT in 2015-16 season.

Other developing markets have also started importing fresh grapes from India. Our business is now expanding into countries like China, Russia, Hong Kong and some other far eastern markets. We expect to grow this business at a cumulative growth of over 10% for the coming few years.

FOOD PROCESSING SEGMENT:

A strong and dynamic food processing sector plays a significant role in diversification of agricultural activities, improving value-addition, opportunities and creating surplus for export of agro food products

We feel the food processing industry is poised for huge growth both in the domestic and the international markets. During the year under report our income from this segment grew from 307.27 million in 2014-15 to 359.70 million in 2015-16 a growth of 17%. We are trying to accelerate this growth and achieve better financial results from this segment.

DIVIDEND:

Considering the performance during the year 2015-16, your Directors have recommended a Dividend of Rs.1/- per share (10 per cent) for the financial Year 2015-16. The dividend payout, if approved, will result in outflow of Rs.14,617,479 inclusive of Rs.24,72,479 on account of Dividend Distribution Tax.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September 22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

The tenure of Mr. Ashok Motiani as Managing Director of the Company will expire on 31st July, 2016. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 27th January, 2016 recommended and approved the re-appointment and payment of remuneration to Mr. Ashok Motiani as a Managing Director of the Company for a further period of three years i.e. up to the 31st August, 2019, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Nanita Motiani, Executive Director is liable to retire by rotation and being eligible offer herself for reappointment.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalized during the year as per the Companies Act, 2013.

The Board recommends the appointment/re-appointment of above directors for your approval. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment 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. that 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

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

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

During the year under review, your Company has not accepted any fixed deposits within the meaning of

Section 73 of the Companies Act, 2013 read with rules made there under.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the

Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organization in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP Certificate SHARE

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2015-16

2014-15

1. Electricity

a)

Purchased

Units

KWH

2,291,646

2,282,098

Total amount

(Rs.)

15,296,234

14,748,881

Rate / Unit

(Rs.)

6.67

6.46

b)

Own Generation through Diesel Generator Set

Units

Diesel

Quantity

Ltrs

12,046

12,555

Total Amount

(Rs.)

651,978

758,169

Rate / Unit

(Rs.)

54.12

60.39

c)

Coal and other Fuels

Units

Kgs

1,019,800

1,332,805

Total Amount

(Rs.)

6,442,687

8,678,991

Rate / Unit

(Rs.)

6.32

6.51

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met two times during the year under review, without the attendance of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has made loan, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013, the said details are given in the notes to the financial statements.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs.922,503,245 (Previous Year Rs.924,157,495) and Foreign Exchange outgo during the year was Rs.94,097,215 (Previous Year Rs.149,881,785).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

SECRETARIAL STANDARDS OF ICSI

The Companies Act, 2013 has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time, though were recommendatory in nature, have been complied with by the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") the details of said transactions are provided in the Notice of the Annual General Meeting.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made there under, your Company had appointed Mr. R.S. Sharma, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2015-16 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

AUDITORS'' & AUDITORS'' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

Acknowledgment

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : August 10, 2016

By order of the Board

Regd. Office: For Freshtrop Fruits Ltd.,

A-603, Shapath IV,

Opp. Karnavati Club, S G Road,

Ahmedabad - 380 015 Ashok V Motiani

Chairman & Managing Director

(DIN: 00124470)


Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting 23rd Annual Report and the Audited financial Statement of the Company for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE:

The working results of the Company for the period ended 31st March, 2015 are as follows:

Amount in Rs.

2014-15 2013-14

Total Income 1,230,946,549 1,147,868,701

Profit before Depreciation and Taxation 166,656,616 103,367,543

Less: Depreciation 37,915,269 21,406,059

Profit before Taxation and Exceptional Items 128,741,347 81,961,484

Less: Exceptional Items 4,705,358 -

Profit before Taxation and after Exceptional Items 124,035,989 81,961,484

Less : Current Tax 42,600,000 23,000,000

Less : Deferred Tax 5,147,048 2,509,091

Less : Tax in respect of earlier years 424,137 -

Profit after taxation 75,864,804 56,452,393

Less: Proposed Dividend 12,145,000 12,145,000

Distribution Tax on Proposed Dividends 2,472,722 2,064,043

Balance of Profit brought Forward from Balance Sheet 191,164,098 148,920,748

Balance of Profit carried to 249,440,049 191,164,098 Balance Sheet

OPERATIONS:

The weather conditions during the grape harvest season for the year under report were the worst we had in the last two decades. There were unseasonal rains in the first two weeks of March, significantly affecting the grape crop. Unfortunately the poor weather conditions affected all grape growing area in the state of Maharashtra.

Despite these conditions your Company has shown a growth in the total income from Rs.1147 million to Rs.1230 million an increase of 6.75%, while the profit after tax has grown from Rs.56.45 million to Rs.75.86 million an increase of 25.59%.

The food processing business also became profitable in the year under report, assisting in achieving the above results.

FRESH FRUITS SEGMENT:

India continues to be an important supplier of Fresh Grapes to Europe. Poor weather conditions have affected this business for the last two years but in fresh produce business the stake holders have learnt the methods of mitigating the risks. The grape growers too have now understood the requirements of the international markets and are to a large extent able to fulfil them.

Total exports of grapes from India to EU decreased from 80325.69MT in 2013-14 season to 55094.87MT in 2014-15 season. While our exports of grapes increased from Rs.837 million to Rs.898 million an increase of 7.28%.

Our business is now expanding into other countries like China and Russia and for the future we expect to continue to grow this business at an average of over 20% for the coming few years.

FOOD PROCESSING SEGMENT:

The Indian food processing industry continues to be a focus area for our Government. Many Incentives are offered for stabling and operating this business. Maggi noodle incident is having on the growth of this business but we feel that this is a temporary phenomenon and all concerned agencies will learn a lot from this and the industry as a whole would mature and get more organized.

We feel the food processing industry is poised for huge growth both in the domestic and the international markets. During the year under report our income from this segment grew from 236.69 million in 2013-14 to 307.27 million in 2014-15 a growth of 30%. We expect to maintain this for the coming year as well.

DIVIDEND:

Considering the performance during the year 2014-15, your Directors have recommended a Dividend of Rs.1/- per share (10 per cent) for the financial Year 2014-15. The dividend payout, if approved, will result in outflow of Rs.14,617,722 inclusive of Rs.24,72,722 on account of Dividend Distribution Tax.

DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

INSURANCE:

The Companies Plants,Property,Equipments & Stocks adequately insured against the loss of fire and other risks which are considered necessary by the management. The Company has also taken sales turnover policy which includes Marine Coverage, Domestic Sales & inter unit movement of goods. The Company has also taken Directors and officers Liabilities Policies to provide coverage against the liabilities arising on them.

FIXED DEPOSIT:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II).

8. Global GAP Certificate

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

1. CARE has affirmed its rating on long term bank facilities of the Company "CARE A -" & "CARE A2 " for short term facilities of the company.

2. The Bank has renewed Fund and Non Fund Base working Capital Credit facilities up to Rs.2,100 Lakhs.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2014-15 2013-14

1. Electricity

a) Purchased

Units KWH 2,282,098 1,958,557

Total amount Rs. 14,748,881 12,136,478

Rate / Unit Rs. 6.46 6.20

b) Own Generation through Diesel Generator Set Units

Diesel

Quantity trs 12,555 21,202

Total Amount Rs. 758,169 1,229,266

Rate / Unit Rs. 60.39 57.98

c) Coal and other Fuels

Units Kgs 1,332,805 9,03,785

Total Amount Rs. 8,678,991 5,898,091

Rate / Unit Rs. 6.51 6.53

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 18, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is available on the website of the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs.924,157,495 (Previous Year Rs.897,853,788) and Foreign Exchange outgo during the year was Rs.149,881,785 (Previous Year Rs.139,979,724).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

SECRETARIAL STANDARDS OF ICSI

The Companies Act, 2013 has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time, though were recommendatory in nature, have been complied with by the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, your Company had appointed Mr. R.S. Sharma, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2014-15 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

AUDITORS' & AUDITORS' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, if any, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : August 14, 2015 By order of the Board

Regd. Office: For Freshtrop Fruits Ltd.,

A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ahmedabad - 380 015 Ashok V Motiani Chairman & Managing Director (DIN: 00124470)


Mar 31, 2014

Dear Members,

The Board of Directors have pleasure in presenting 22nd Annual Report and the Audited financial Statement of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2014 are as follows:

Amount in Rs. 2013-14 2012-13

Total Income 1,147,868,701 935,028,676

Profit before Depreciation 103,367,543 76,677,010 and Taxation

Less: Depreciation 21,406,059 23,731,319

Net Profit before Taxation 81,961,484 52,945,691

Less: Current Tax 23,000,000 9,806,700

MAT Credit Entitlement - (9,806,700)

Deferred Tax 2,509,091 17,540,433

Tax in respect of earlier years - 32,171

Profit after taxation 56,452,393 35,373,087

Less: Proposed Dividends 12,145,000 1,19,45,000

Distribution Tax on Proposed Dividends 2,064,043 19,37,778

Add/Less: Balance of (Loss) of 148,920,748 127,430,437 Previous years

Balance of Profit/ (Loss carried 191,164,098 148,920,746 to Balance Sheet

OPERATIONS:

The year under report shows a growth in the total income from ''935 million to ''1147 million an increase of 22.76%, while the profit after tax has grown from ''35.37 million to ''56.45 million an increase of 59.59%. The increase in the Income has come from growth in both our business segments, fresh fruits exports and processed food business. We feel both these segments have a large potential and will continue to grow and contribute to the profits of your company in the coming years.

FRESH FRUITS SEGMENT:

Demand for Indian grapes continues to grow in the EU markets. Total exports of grapes from India to EU increased from 64,644MT in 2013 season to 80,141MT in 2014 season an increase of 24%. While our Exports of grapes increased from ''651 million to ''837 million an increase of 28.61%. We are also working on expanding this business in non EU markets. During the 2014 season the business to this market was stagnant but it has a large potential for growth in the coming years.

FOOD PROCESSING SEGMENT:

During the year under report our Income from this segment grew from ''218.70 million in 2012-13 to ''236.69 in 2013-14 a growth of 8.23%.

DIVIDEND:

Considering the performance during the year 2013-14, your Directors have recommended a Dividend of ''1/- per share (10 per cent) for the year ended 31st March 2014. The dividend payout, if approved, will result in outflow of ''14,209,043 inclusive of ''20,64,043 on account of Dividend Distribution Tax.

DIRECTORS:

Mr. Ramchandra Joshi, Independent Director of the Company has resigned w.e.f. November 15, 2013. The Board places on record its deep appreciation of the valuable services and guidance provided by Mr. Ramchandra Joshi during his tenure.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma, as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mrs. Nanita Motiani, who retires by rotation as Director of the Company but being eligible offers herself for re-appointment.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP Certificate

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

During the year under review, the Company has enhanced its Working Capital Facilities of ''1500.00 Lacs for the peak season and ''900.00 Lacs for off season to ''2100.00 Lacs and 900.00 Lacs from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis bank has also sanctioned total fresh term loans of ''550.00 Lacs out of which ''100 lacs for expansion of Unit-1, and ''450 lacs for Expansion of unit-4.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2013-14 2012-13

1. Electricity

a)Purchased

Units KWH 1,958,557 1,863,625

Total amount RS 12,136,478 12,129,924 Rate / Unit RS 6.20 6.51

b)Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 21,202 26,595

Total Amount RS 1,229,266 1,317,202

Rate / Unit RS 57.98 49.53

c) Coal and other Fuels

Units Kgs 9,03,785 763,098

Total Amount RS 5,898,091 4,313,828

Rate / Unit RS 6.53 5.65

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to ''897,853,788 (Previous Year ''690,486,703) and Foreign Exchange outgo during the year was ''189,579,203 (Previous Year ''172,288,874).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2014 is provided in the Annual Report.

AUDITORS'' & AUDITORS'' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 13.08.2014 By order of the Board For Freshtrop Fruits Ltd

Registered Office A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ashok V Motiani Ahmedabad - 380 015 Chairman & Managing Director (DIN: 00124470)


Mar 31, 2013

Dear Members,

The Board of Directors have pleasure in presenting 21st Annual Report and the Audited financial Statement of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2013 are as follows:

Amount in Rs.

2012-13 2011-12

Total Income 935,028,676 618,775,514

Profit before Depreciation and Taxation 76,677,010 30,680,028

Less: Depreciation 23,731,319 23,109,919

Net Profit before Taxation 52,945,691 7,570,109

Less: Current Tax 9,806,700 660,000

MAT Credit Entitlement (9,806,700) (660,000)

Deferred Tax 17,540,433 2,178,734

Tax in respect of earlier years 32,171 -

Profit after taxation 35,373,087 5,391,375

Less: Proposed Dividends 11,945,000 -

Distribution Tax on Proposed Dividends 1,937,778 -

Add/Less : Balance of (Loss) of Previous years 127,430,437 122,039,062

Balance of Profit/(Loss) carried to Balance Sheet 148,920,746 127,430,437

OPERATIONS:

The year under report shows a growth in the total income from Rs. 619 million to Rs. 935 million an increase of 51%, while the profit after tax has grown from Rs. 5.4 million to Rs. 35.37 million. The increase in the Income has come from growth in both our business segments, fresh fruits exports and processed food business. We feel both these segments have a large potential and will continue to grow and contribute to the profits of your company in the coming years.

FRESH FRUITS SEGMENT:

Demand for Indian grapes continues to grow in the EU markets. Our exports of grapes to EU increased from 3,286MT in 2012 season to 3,851MT in 2013 season an increase of 17%. We have been working on expanding this business in non EU markets, our exports to these markets have increased from 532MT in 2012 to 1,476MT in 2013 an increase of 177%.

The domestic fresh fruit and vegetables distribution industry is yet to move from unorganized wasteful system to organized well controlled and hygienic distribution system. We would like to wait some more time before moving into this business.

FOOD PROCESSING SEGMENT:

During the year under report our Income from this segment grew from Rs. 154.44 million in 2011-12 to Rs. 218.70 in 2012-13 a growth of 41.65%. We expect to continue this growth rate for the coming few years.

The domestic industry is yet to change its preference in favour of processed foods. Consumption of value added fruits and vegetables are low compared to the primary processed foods, and fresh fruits and vegetables. The inclination towards processed foods is presently visible only in urban centers but it is bound to spread and increase rapidly in the near future.

Growing urbanization, increasing disposable income, emergence of organised food retail, changing lifestyles and food consumption patterns are the key factors driving growth for processed foods in India. These are post-liberalisation trends that have given an impetus to the sector.

DIVIDEND:

Considering the performance during the year 2012-13, your Directors have recommended a Dividend of Rs. 1/- per share (10 per cent) for the year ended 31st March 2013. The dividend payout, if approved, will result in outflow of Rs. 13,882,778 inclusive of Rs. 1,937,778 on account of Dividend Distribution Tax.

EMPLOYEE STOCK OPTION SCHEME

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably.

A certificate from M/s. Mayank Shah & Associates, Statutory Auditors, with respect to the implementation of the Company''s Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the registered office of the Company.

Further, the Board of Directors of your Company has vide resolution dated August 13, 2013 approved formulation of a new Employee Stock Option Scheme viz. "Freshtrop Fruits Limited Employee Stock Option Scheme - 2013" ("ESOS-2013") in terms of the SEBI guidelines. The Board has mandated the ESOS Compensation Committee to implement and administer the ESOS-2013. Items seeking your approval for introduction and implementation of ESOS-2013 and granting such number of Stock Options exercisable into not more than 2,00,000 equity shares of Rs. 10/- each to permanent employees, including any Managing or Whole-time Director(s) of your Company and its holding and / or subsidiary companies are included in the Notice

DIRECTORS:

Mr. Dinesh Oza, who retires by rotation as Director of the Company but being eligible offers himself for re- appointment.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

During the year under review, the Company has renewed its Working Capital Facilities of Rs. 1500.00 Lacs for the peak season and Rs. 900.00 Lacs for off season from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis bank has also sanctioned total fresh term loan of Rs. 487.50 Lacs out of which Rs. 75 lacs for up-gradation of Unit-1, Rs. 112.50 for expansion at Unit-4 and Rs. 300 lacs for working capital requirement of the Company.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs. 690,486,703 (Previous Year Rs. 456,875,079) and Foreign Exchange outgo during the year was Rs. 172,288,874 (Pr. Yr. Rs. 112,700,089).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2013 is provided in the Annual Report.

AUDITORS'' & AUDITORS'' REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from M/s. Mayank Shah & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 13.08.2013

By order of the Board Registered Office For Freshtrop Fruits Ltd

A-603, Shapath IV,

Opp. Karnavati Club, S G Road,

Ahmedabad - 380 015 Ashok V Motiani

Chairman & Managing Director


Mar 31, 2012

Dear Members,

The Board of Directors presents 20th Annual Report and the Audited Statement of Accounts of the Company for the period ended 31st March, 2012.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2012 are as follows:

Amount in 2011-12 2010-11

Total Income 618,775,514 563,369,007

Profit before Depreciation and Taxation 30,680,028 24,635,430

Less: Depreciation 23,109,919 22,792,573

Net Profit before Taxation 7,570,109 1,842,857

Less: Current Tax 660,000 269,000

MAT Credit Entitlement (660,000) (269,000)

Deferred Tax 2,178,734 731,085

Tax in respect of earlier years - 644,029

Profit after taxation 5,391,375 467,743

Add/Less: Balance of (Loss) of Previous Years 122,039,062 98,195,606

Balance of Profit/(Loss) carried to Balance Sheet 127,430,437 122,039,062

OPERATIONS:

The year under report shows a growth in the total income from Rs.563 million to Rs.619 million an increase of 9.83%, while the profit has grown from a meagre Rs. 0.47 million to Rs.5.4 million. The increase in the income has come mainly from the food processing business which we feel, will now contribute significantly to the profits of the company in the coming years.

FRESH FRUITS SEGMENT:

The German supermarkets after doing an extensive food safety analysis have once again started buying Indian grapes. This is a big positive for industry. This can be seen from the growth in exports of Indian grapes to Europe from 1800 containers in 2011 season to 3200 containers in 2012 season.

Europe has been in recession for the last few years but despite this our exports to EU, except for a dip in 2011 due to CCC issue have shown a steady increase from 224 containers in 2008 to 260 containers in 2012.

We have been working on expanding our business in non EU markets, our exports to non EU markets have increased from 23 containers in 2011 season to 42 Containers in 2012. As a percentage of total exports, our non EU business grew from 9% in 2011 to 14% in 2012. We expect this would increase further in the coming years.

The demand for coloured grapes in the non EU markets has always been quite good but now it is increasing in the EU market as well. This would help us extend our grape export season, resulting in increasing sales without making additional capital investment.

The domestic market for good quality product continues to grow very fast. There is a very huge potential for growth in this market but we have to wait for either the Indian supermarkets to organize their supply chain in the fruit and vegetable segment or the FDI in multi-brand retail being allowed to do business in our country.

Pomegranate availability has also increased and good quality fruit is now available at competitive price. The demand for this product in non EU markets is also very good and we expect this business to revive in the coming years.

FOOD PROCESSING SEGMENT:

During the year under report our income from this segment grew from Rs. 104.02 million in 2010-11 to Rs. 154.44 million in 2011-12 a growth of 45.73%. We expect this to continue for another few years.

In food business it is important to have all quality certifications in place before approaching processed food manufacturers for supplies. For agricultural inputs where the availability of raw materials is seasonal in nature, this process takes time. After all the quality control certificates are in place most of the FMCGs conduct their own audits. Freshtrop has now gone through all this, we are now approved suppliers to some of the large beverages and processed food manufacturers in India.

The fall of the Indian rupee against the US dollar has had a favourable impact on ingredient suppliers to the processed food business. Domestic supplies have become competitive and the food manufacturers have started developing local vendors. We feel this would help us in increasing our business from this segment.

DIVIDEND:

In view of the commitment of the Company towards running of the Food Processing Plant established at Nasik, the Board of Directors are of the view to conserve the resources and do not recommend dividend for this year.

DIRECTORS:

Mr. Ramchandra G Joshi, who retires by rotation as Director of the Company and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has been through the following certifications to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisations in the food chain from "farm to fork".

Z SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is a recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is a clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Sa ng I i U n it.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

& GlobalGAP Certificate SHARE

FINANCE:

During the year under review, the Company enjoying its Working Capital Facilities ofRs. 1500.00 Lacs for the peak season and Rs. 900.00 Lacs for off season from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis Bank Limited has also been sanctioned a Fresh short term loan of Rs. 200.00 Lacs for working capital requirement of the Company.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2011-2012 2010-2011

1. Electricity

a) Purchased Unite KWH 1,791,469 1,437,899

Total amount Rs. 10,297,827 8,540,514

Rate / Unit 5.75 5.94

b) Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 25,605 19,040

Total Amount 11,14,133 767,774

Rate / Unit 43.51 40.32

c) Coal and other Fuels

Unite_Kgs 848,955 728,870

Total Amount 4,961,327 3,683,371

Rate /Unit 5.84 5.05

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earning during the year amounts to Rs. 456,875,079 (Previous year Rs. 438,836,451) and Foreign Exchange outgoing during the year amounts to Rs. 89,074,661 (Previous year. Rs. 89,805,592)

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2012 is provided in the Annual Report.

AUDITORS' & AUDITORS' REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from M/s. Mayank Shah & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank N.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

13th August, 2012 By order of the Board

Regd. Office : For Freshtrop Fruits Ltd.,

A-603,ShapathIV,

Opp. Karnavati Club, S G Road, Ashok V. Motiani

Ahmedabad - 380 015 Chairman & Managing Director


Mar 31, 2010

The Board of Directors presents 18th Annual Report and the Audited Statement of Accounts of the Company for the period ended 31st March, 2010.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2010 are as follows

2009-2010(Rs) 2008-2009(Rs)

Total Income 518,101,007 392,619,911

Gross Profit before depreciation and Taxation 52,407,321 15,223,468

Less : Depreciation 21,158,726 8,834,250

Net Profit before Taxation 31,248,595 6,389,218

Less : Provision for Current Taxation 5,309,000 554,054

Less : Deferred Taxation 9,536,549 1,524,590

Less : Provision for FBT - 210,000

Less : Wealth tax - 10,000

Less : MAT Credit entitlement (5,309,000) -

Profit after Taxation 21,712,046 4,090,574

Add : MAT Credit Entitlement of previous year 2,402,485 -

Less : Prior Period & Extra Ordinary Items 738,818 80,820

Profit after Taxation and Prior Period & Extra Ordinary Items 23,375,713 4,009,754

Add/(Less) : Balance of (Loss) of Previous Years 98,195,606 94,185,852

Balance of Profit/(Loss) carried to Balance Sheet 121,571,319 98,195,606

OPERATIONS:

FRESH FRUITS SEGMENT :

The year 2009-10 has shown appreciably improved results.

The year 2009-10 marks its significance as the Company crossed its turnover of Rs 50.00 Crore first time in its history. This has been possible with the addition of the food processing plant during the year under review.

The total income from this segment increased from Rs 392.62 million to Rs 465.73 million, while the profit after tax recovered from just Rs 4.09 million to Rs 21.71 million.

The season started early. Coloured varieties were in good demand in the earlier part of the season and this is expected to continue in the future.

There was a massive earth quake in Chile very close to the grape growing area which disrupted supplies from Chile. The earth quake had a major impact on power distribution and road and sea transportation. This had a positive impact on demand for Indian grapes. This euphoria was short lived as it was followed by detection of a harmless agro chemical Chlormequat chloride in Indian grapes in early April. This agro chemical is a growth regulator, very low in toxicity and is required for growing grapes in temperate climates like in India and Australia.

The EFSA (European Food Safety Authority) opined that the grapes with the presence of this chemical up to a maximum level of 1.06mg/kg were absolutely safe for human consumption but the EU MRL (Maximum Residue Level) allowed for this chemical was just 0.05mg/kg.

The Indian grape industry received full cooperation from the European trade and their associations but some Super Markets decided not to market Indian grapes and this had a terrible impact on the selling price of Indian grapes. The result is seen in the first quarter results of the Company for the year 2010-11.

The Company has initiated the process of setting up infrastructure for collection, grading and sorting of fresh fruits and vegetables produced in the western parts of India for distribution in the domestic market.

Imports of fresh produce to create round the year availability of certain fruits in the domestic market is another activity being seriously pursued by the Company.

FOOD PROCESSING SEGMENT:

The Company started commercial production at the food processing plant on 28th April 2009. This is a very significant development from the point of view of future earnings of the Company. During the year under review total income from this segment stood at ? 52.37 million.

The capital investment until March 2010 in this plant is ? 333.38 millions. The Company will continue to invest in balancing machinery and equipments to enhance production capacity and diversity of the products that can be manufactured at this plant.

In the first year of operations the concentration was on getting all the required certifications for exports to developed markets such as USA and European Union. The Company now holds the following quality certificates.

1. ISO 22000:2005

2. SGF International E.V.

3. Halal Certificate

4. Kosher Certificate

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses

8. GlobalGAP Cetificate

The second step was to establish the quality parameters of all the products being manufactured at the plant. The Company was also able to achieve this during the year under report.

The availability of the raw material at the right price is critical to the profitability of the food processing business. Proximity of the raw material plays a very important part in identifying the food products that could be processed. Tomato is available in abundance in and around Nasik. The Company set up a small 5 metric ton per hour Tomato Paste manufacturing plant during this year. Only trial production was possible as the season ended before the plant could be commissioned. We see a very good scope in this product.

The demand for good quality, hygienically processed food is ever increasing. Nasik is the largest vegetable producing area in the western part of India and is just 200 kms away from Mumbai. It is centrally located for distribution to other parts of Maharashtra, Gujarat and Madhya Pradesh. We will continue to identify and diversify the food products being processed and manufactured at this plant.

The Company has received ? 75 Million (Seven Five Million Only) during the year 2009-10 from Ministry of Food Processing Industry out of total grant-in-aid of ? 100 million (? Hundred Million Only) approved as financial assistance for setting up of integrated infrastructure of Farm to Consumer linkage including collection centre, Mobile pre-cooler, pre-cooling units, value addition and preservation infrastructure at various location in Maharashtra and Gujarat.

DIVIDEND:

In view of the commitment of the Company towards running of the Food Processing Plant established at Nasik, the Board of Directors are of the view to conserve the resources and do not recommend dividend for this year.

DIRECTORS:

Mr. Ramchandra G Joshi, who retires by rotation as Director of the Company but being eligible offers himself for re-appointment Your directors also propose to re-appoint Mrs. Nanita A Motiani as an Executive Director for further period 5 year with effect from 1st April,2010.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has been through the following certifications to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from “ farm to fork".

2. SGF International E.V.- This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is a recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is a clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. GlobalGAP Certificate

SHARE CAPITAL AND LISTING:

In accordance with the Shareholders Approval in the Extra Ordinary General Meeting of the Company held on 15th May, 2009, the Company had, in its meeting of Board of Directors held on 10th July, 2009, issued and allotted 10,00,000 warrants on preferential basis, convertible into equity shares of Rs 10/- each at a price of Rs 19.40 ( Face Value Rs 10/- and Premium Rs 9.40) to the following allottes , in accordance with the provisions of SEBI(ICDR)Regulations, 2009 and an amount of Rs 48,50,000/- constituting 25% i.e. 4.85 of the total amount payable was received from them:

Sr no Name of Allottees No of Warrants

1 Freshcap Investments Private Limited 500,000 (Formerly known as Capital Packaging Private Limited)

2 Ashok V. Motiani 125,000

3 Nanita A. Motiani 125,000

4 Dipti A. Motiani 250,000

Total 1,000,000

During the financial year 2009-10 ,Out of 10, 00,000 warrants the allotees have exercised their right to convert 5,00,000 warrants into equity share of Rs 10/- each fully paid up at a premium of Rs9.40/- per share on 29th January, 2010 and sum of Rs 72,75,000 was received on account of balance amount on the said warrants. As per the terms of preferential issue, the object was to utilize the fund towards working capital requirement and to part finance

capital expenditure for Company’s new Food Processing Plant at the Nasik and the accumulated fund has been utilized towards day to day working capital requirement of the Company. There are no monies lying unutilised out of the proceeds of the preferential issue as on the Balance Sheet date.

Subsequent to the preferential issue of shares, the Company’s paid-up share capital increased from Rs1004.50 Lacs to Rs 1054.50 Lacs and its securities premium account increased to Rs 97.00 Lacs from Rs 50.00 Lacs.

The balance 5,00,00 Warrants are convertible into equity shares at the agreed price of Rs 19.40/- per share on or before the expiry of 18 (eighteen) months from the date of allotment i.e. on or before 9th January,2011.

The Equity Shares of your Company have been listed on Bombay Stock Exchange Limited (BSE). The Listing fee for the year 2010-11 has already been paid to BSE. The custodial fees payable to depositories namely NSDL & CDSL has also been remitted by the Company.

FINANCE:

The Company continues to avail Working Capital Finance of Rs 865.00 Lacs from Axis Bank Limited for the Fresh and Food Processing activities of the Company. The Company has also been sanctioned a Fresh Term Loan of Rs 300.00 Lacs by Axis Bank Limited for adding Tomato Processing machinery at Food Processing Plant, Nasik.

During the year under review the Company continued to avail cash credit facility from The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) for Food Processing Plant, Nasik.

PARTICULARS REGARDING EMPLOYEES:

Statutory statement of particulars of employees under section 217, sub-section (2A) of the Companies Act, 1956 read with the Companies [Particulars of Employees Rules] 1975, as amended as mentioned below and forms an integral part of this Report.

Name Designation Age Qualification Total (Yrs) Experience (Yrs)

1 2 3 4 5

Ashok V. Managing 61 B. Tech 35 Motiani Director (IIT, Mumbai)

Mayank R. Sr. V.P., 39 B.Tech 11 Tandon Sales (MIT, Manipal) & Marketing

Mrs. Priyanka V.P., 32 Bachelor of 10 M. Tandon Commercial Commerce, Pune University

Ms. Dipti A. V.P., 28 B.E.,CE, 7 Motiani Operations Nirma University, M.S. in Electrical & Computer Engineering from CMU, USA

Name Date of Last Remuneration Joining Employment (in Rs)

6 7 8

Ashok V 30.09.1992 Nil 4,524,830

Mayank R. 01.11.2002 Director, 1,992,500 Agrofoyer Solutions Private Limited

Mrs. Priyanka 01.04.2000 Nil 1,320,000

Ms. Dipti A. 27.01.2009 PDF 949,060 Solutions Inc.,USA

Note: *The Company received approval of the Ministry of Corporate Affairs, Government of India, on 28th April, 2010 for increasing the remuneration of Ms. Dipti A Motiani of Rs 15,00,000/- per annum with effect from 29.09.2009.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Your Directors have selected such accounting policies which are reasonable and prudent and applied them consistently. They have made judgments and estimates, so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2010.

3. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the attached statements of accounts for the year ended 31st March, 2010 on a going concern basis.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under :

2009-2010 2008-2009

1. Electricity

a) Purchased

Units Kwh 1,079,134 296,710

Total amount Rs 6,604,180 1,725,648

Rate / Unit Rs 6.12 5.82

b) Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 35,700 21,997

Total Amount Rs 1,344,032 748,344

Average rate Rs 37.65 34.02

c) Coal and other Fuels

Units Kgs 182,690 -

Total Amount Rs 902,362 -

Rate/Unit Rs 4.94 -

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earning during the year amounts to Rs 453,343,615 (Pr Yr. Rs 375,395,387) and Foreign Exchange outgoing during the year amounts to Rs 118,626,796 (Pr. Yr. Rs 92,335,419)

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2010 is provided in the Annual Report.

AUDITORS’ & AUDITORS’ REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 18-08-2010 By order of the Board

Regd. Office : For Freshtrop Fruits Ltd., A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ashok V. Motiani Ahmedabad - 380 015 Chairman & Managing Director

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