Directors Report of Himalaya Food International Ltd.

Mar 31, 2018

DIRECTOR’S REPORT

To,

The Members,

We are pleased to present the Twenty Seventh Annual Report of the Company together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31*¹ March 201X. The financial Highlights for the year under review are given below

1. FINANCIAL RESULT: The Company’s financial performance is given hereunder

Rs. in Lacs) ''

Particulars	Financial Year ended 31.03.2018	Financial Year ended 31.03.2017
Income from Operation	11159	12129
Other Income	126	239
Profit before Finance cost, Depreciation and Taxes	2909	3087
Finance Cost	1793	1936
Depreciation	1170	1138
Profit(Loss) before tax	(54)	13
Less: Provision for Bad Debts
Less: Provision for W/o F ire claim	62	247
Deferred Tax(Assets)/Liability	3!	10
Profit/(Loss) for the year	(85)	(244)

Performance: During the year under review, the total income of your Company was Rs. 11159 Lacs as compared to Rs. 12129 Lacs in the previous year. The net (Loss) of the company for the current financial year is of (Rs.85) Lacs as compared to loss of (Rs. 244) Lacs in the previous year. It is reduced from the previous year. Company is now recovery mode and focusing on export business.

2. DIVIDEND: ''

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended31st March 2018.

3. BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK:

Company''s business activities arc broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export. We are pursuing to establish Franchisee business spanning three modules as Distribution Hubs, Exclusive Stores & Quick Sen. ice food Vans. Wc plan to launch all product verticals Pan India within next 2/3 years.

4. DEPOSITS:

Your Company has not accepted any Public Deposits under Chapter - V of Companies Act, 2013. during the year under review.

5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT:

Your company has an adequate Internal Control System and Risk Management procedure to monitor the risks and their mitigating actions. Company has developed policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management controls the risk in accordance with defined policies and procedures adopted by the company.

Mr. Akhil Gupta, Cost Accountant and Director of the Company is responsible for Internal Audit of the Company for the financial year 2017-2018. He independently evaluate adequacy of internal controls and audit the transactions undertaken by the Company. The Audit Committee of the Board of Directors inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

6. STATUTORY AUDITORS:

The Statutory Auditors of the Company are M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C)

Dehradun Uttarakhand, who hold office till the conclusion of the ensuring AGM. There was no change in the statutory auditors during the year.

Pursuant to Section 139, of the Companies Act, 2013 the Board of Directors have recommended appointment of M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C) Dehradun Uttarakhand as Statutory Auditors for holding office from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2018, their reappointment subject to the approval of the shareholders in the ensuing AGM of the Company has obtained written confirmations from M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C) Dehradun Uttarakhand that their re-appointment, if made would be in conformity with the limits specified in the said Section.

The report given by the Auditors on the financial Statements of the company is part of the Annual Report which is self-explanatory and need no comments..

7. SECRETARIAL AUDITOR: As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, every listed company is required to annex with its Board''s Report, a Secretarial Audit Report given by a Company Secretary in practice.

Secretarial Audit was carried out by M/s Himanshu Sharma & Associats, Practicing Company Secretary, New Delhi, the Secretarial Auditor of the Company for the financial year 2017-2018. The detailed report on the Secretarial Audit is appended as an Annexure to this Report which is sell explanatory and needs no comments..

8. COMMITTEES OF THE BOARD: There are currently three Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, arc provided in the “Report on Corporate Governance”, a part of this Annual Report..

9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report

10. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

There are 4 Additional Directors has been appointed

1. Mr. Sanjiv Kumar Kakkar, Additional Executive Director

2. Mr. Akhil Gupta Additional Executive Director

3. Mr. Surendra Kumar Kaushik, Additional Independent Director

4. Mr. Keshav Sharma Additional Executive Director

has appointed during the year as the Additional Directors in the Board of the Company during the year under review. Change in Designation

None of the Directors position changed on the Board of the Company during the year under review

B) Declaration by Independent Directors: The Independent director have submitted their disclosure to the Board that they

all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) ot the Companies Act, 2013. The terms & conditions tor the appointment of Independent Directors are given at the website i.e. https://himalayafoodcomnanv.com/of the Company

C) Formal Annual Evaluation:

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report

D) Board Meetings:

The Board of Directors met 7 times during the financial year 2017-2018 on 19.05.2017,28.07.2017,02.09.2017.28.10.2017, 08.12.2017,22.01.2018,26.02.2018 as detailed in the Corporate Governance Report.

Two Shareholder Extra Ordinary General Meeting

1. Court Convey Shareholder Meeting dated 28.04.2017

2. Extra-Ordinary General Meeting Dt. 12.01.2018

11. PARTICULARS OF EMPLOYEES:

The provision of rule 5 sub rule (2) & (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors of the Company are as under::

Name of employee Designation Remuneration (in Rs.)

Man Mohan Malik Chairman and Managing Director 60,00.000

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS A L) ACT, 2013. ,

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition. Redressal) Act. 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

During the year under review the company has not accepted any loans or provided any guarantee or made any investments under section 186.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS''WITH RELATED PARTIES:-

During the year under review the company has entered into the following contracts or arrangements with related party.

Related Party Disclosures Name of Related Parties

Key Management Personnel and their relatives Mr. Man Mohan Malik

Mrs. Sangita Malik

Enterprises over which key management personnel Himalya Carbonates Pvt. Ltd.

/ shareholders and their relatives have significant influence Doon Valiev Foods Pvt Ltd

APJ Laboratories Ltd Himalya Sim plot Pvt Ltd.

Subsidiary Companies Himalya Green Apartments Ltd

Appetizer and Snacks Foods Ltd

MANAGEMENT DISCUSSIONS AND ANALYSIS

Industry Structure and Developments

Company Business : The Company''s primary business is manufacture of Growing of Mushroom (agriculture Activity), vegetables, Cheese, Yogurt, Appetizers, snacks, sweets and French fries etc

Discussions on Financial Performance With Respect to Operational Performance

During ihe year under review, the total income of your Company was Rs. 11159 Lacs as compared to Rs. 12129 Lacs in the previous year. The net (Loss) of the company for the current financial year is of (Rs.85) Lacs as compared to loss of (Rs. 244) Lacs in the previous year.

Wc are pursuing to establish Franchisee business spanning three modules as Distribution Hubs, Exclusive Stores & Quick Service food Vans. We plan to launch all product verticals Pan India within next 2/3 years

Human Resources: During the year 2017-18 your company''s Human Resources are as under:

Category	As on 31.03.2018	As on 31.03.2017
Skilled employees	295	309
Non -Skilled Employees	720	811
Total	1015	1120

To get back on track and achieve the high growth trajectory a sap your company is focusing on effective costing linked with productions and cost cutting

Internal Control System and Their Adequacy: Broadly the internal controls and systems are broken up into following areas:

1. Financial Systems and Reporting

2. Management Reporting

3. II R Systems and Reporting

4. Sales Systems and Reporting

5. Capital Asset Systems and Reporting

6. Operational Full llllment Systems and Reporting

7. General Administrative Systems and Reporting

8. Knowledge Management Systems

For the size of the business, most of the systems are considered adequate. Due to the severe resource crunch in the company, it has been unable to implement its plans of automotive systems.

Risk and Concerns : The Company is operating its business in the Growth Oriented environment with innovations, changes and varying levels of resources available to food processing industry.

Cautionary Statement: "Management Discussion and Analysis” report contains forward looking statements, which may be identified by the use of the words in that direction, or connoting the same. All the statements that address expectations or projections about the future, including but not limited to statements about the Company''s strategy for growth, product development, market position, expenditure and financial results are forward looking statements.

The Company’s aclual results, performance or achievements could thus differ materially from those projected in such forward looking statements. 1 he Company assumes no responsibility to public, to amend, modify or revise any forward

By order of the Board of Directors

Himalaya Food International Limited

Sd/-

Place: Paonta Sahib Vijay Garg

Date: 30.08.2018 (Company Secretary)

---

Mar 31, 2016

To,

The Members,

We are pleased to present the Twenty Fifth Annual Report of the Company together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31^st March 2016. The Financial Highlights for the year under review are given below

1. FINANCIAL RESULT : The Company''s financial performance is given hereunder:

(Rs. in Lacs)

Particulars	Financial Year ended 31.03.2016	Financial Year ended 31.03.2015
Income from Operation	11359.98	10092.32
Other Income	412.01	107.80
Profit before Finance cost, Depreciation and Taxes	1704.18	680.63
Finance Cost	2102.65	3373.29
Depreciation	1151.61	1263.57
Profit/(Loss) before tax	(1550.08)	(3956.23)
Less: Provision for Bad Debts	189.92	12.35
Less: Provision for W/o Fire claim	247.11	0.00
Deferred Tax(Assets)/Liability	103.80	68.30
Profit/(Loss) for the year	(2090.91)	(4036.88)

Performance: During the year under review, the total income of your Company was Rs. 11359.98 Lacs as compared to Rs. 10092.32 Lacs in the previous year. The net Loss of the company for the current financial year is of Rs.2090.91 Lacs as compared to loss of Rs. 4036.88 Lacs in the previous year. It is reduced from the previous year. Company is now recovery mode and focusing on export business. During the year 2015-16 company made export of 10 million.

2. DIVIDEND:

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended 31st March 2016.

3. Business Operations Overview & Future Outlook : Company''s business activities are broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export.

4. DEPOSITS: Your Company has not accepted any Public Deposits under Chapter - V of Companies Act, 2013, during the year under review.

5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT: Your company has an adequate Internal Control System and Risk Management procedure to monitor the risks and their mitigating actions. Company has developed policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management controls the risk in accordance with defined policies and procedures adopted by the company.

The Board of Directors of the company appointed Mr. Akhil Gupta, Cost Accountant an employee of the Company as an Internal Auditors of the Company for the financial year 2015-2016. The Internal Auditors independently evaluate adequacy of internal controls and audit the transactions undertaken by the Company. The Audit Committee of the Board of Directors inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

6. AUDITORS: M/s Anujeet Dandona & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September 2014 for a term of 3 consecutive years. As per section 139 of Companies Act, 2013, the appointment of Auditors is to be ratified by the members at every Annual General Meeting. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act, 2013

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report which is self explanatory and needs no comments.

7. SECRETARIAL AUDITOR: As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, every listed company is required to annex with its Board''s Report, a Secretarial Audit Report given by a Company Secretary in practice.

Secretarial Audit was carried out by M/s Himanshu Sharma & Associats, Practicing Company Secretary, New Delhi, the Secretarial Auditor of the Company for the financial year 2015-2016. The detailed report on the Secretarial Audit is appended as an Annexure to this Report which is self explanatory and needs no comments.

8. COMMITTEES OF THE BOARD:

There are currently three Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report. www.Himalyainternational.com of the Company.

10. DIRECTORS: Mrs. Anita Kakkar, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment as Non-executive and non - Independent Director.

A) Declaration by Independent Directors:

The Independent director have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) of the Companies Act, 2013. The terms & conditions for the appointment of Independent Directors are given at the website i.e. www.Himalyainternational.com of the Company.

B) Formal Annual Evaluation:

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

C) Board Meetings:

The Board of Directors met 6 times during the financial year 2015-2016 on 30.04.2015, 28.07.2015, 28.08.2015, 30.10.2015, 05.12.2015, 30.01.2016 as detailed in the Corporate Governance Report.

11. PARTICULARS OF EMPLOYEES:

The provision of rule 5 sub rule (2) & (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors of the Company are as under:

Name of employee Designation Remuneration (in Rs.)

Man Mohan Malik Chairman and Managing Director 10,200,000

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace

(Prevention, Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

During the year under review the company has not accepted any loans or provided any guarantee or made any investments under section 186.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES DISCLOSURES :-

During the year under review the company has entered into the following contracts or arrangements with related party.

a Name of Related Parties

Kcv Management Personnel and their relatives Mr. M.M. Malik

Mrs. Saneita Malik

Enterprises over which key management personnel / shareholders Himalya Carbonates Pvt.

and their relatives have significant influence Ltd.

Doon Valley Foods Pvt. Ltd.

APJ Laboratories Ltd Himalya Simplot

Pvt Ltd.

b Nature of transaction 31.03.2016

([) Managerial Remuneration

Mr. M.M. Malik 10.200

Mrs. Sangita Malik 1.918

31.03.2016

Transaction Closing

Value Balance

(ii) Loans & Advances

APJ Laboratories Ltd 423 56.562

Doon Valiev Foods Pvt Ltd. 18,414 0

(iii)Purchases Value 31.03.2016

APJ Laboratories Ltd 152

Doon Valiev Foods Pvt Ltd. 18,414

(iv) Shares alloted 31.03.2016

Himalya Carbonates Pvt Ltd. 1 6,00,000

(No. of 16,00,000 Shares of

Rs. 10 each at a preium of Rs. 1/-

The Board has also framed a policy on related party transactions and the same is available on Company''s website.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy. The policy is also available on the Company''s website.

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

Information pursuant to section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

A- Energy conservation - The Company makes continuous efforts to explore new technologies And techniques to make the infrastructure more energy efficient. The operations of the Company are not energy intensive. Company use agro waste to fire boilers.

B- Technology absorption Company uses Indian technical manpower to Operate Indian and imported infrastructure Foreign exchange earnings and out go.

Particulars (Accrual Basis)	Amount (In Rs ,000)
Inflow foreign Exchange	710620
Outflow foreign Exchange	195348

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board hereby affirms:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Management Discussion and Analysis : A detailed chapter on “Management Discussion & Analysis” (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors'' Report.

19. Corporate Governance Report : We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors'' Report.

20. Acknowledgment : Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to company''s Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future.

By order of the Board of Directors

Himalya International Limited

Sd/-

Place: Paonta Sahib Man Mohan Malik

Date: 25.07.2016 (Chairman & Managing Director)

DIN No. 00696077

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Mar 31, 2015

The Members,

We are pleased to present the Twenty forth Annual Report of the Company together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31st March 2015. The Financial Highlights for the year under review are given below:

1. FINANCIAL RESULT : The Company's financial performance is given hereunder:

(Rs. in I acs) particulars Financial Year ended Financial Year ended 31.03.2015 31.03.2014

Income from Operation 10097.37 18917.77

Other Income 107.80 86.29

Profit before Finance cost,

Depreciation and Taxes 680.63 2565.65

Finance Cost 3373.29 1605.14

Depreciation 1263.57 911.64

Profit/(Loss) before tax (3956.23) 48.87

Less: Provision for diminution in value of investment in Joint venture 0.00 1149.36

Provision for Bad Debts 12.35 0.00

Provision for Taxation 0.00 0.00

Deferred Tax(Assets)/Liability 68.30 196.58

Short/(Excess)

Provision of earlier Year 0.00 0.00

Profit/(Loss) for the year (4036.88) (1297.07)

Performance: During the year under review, the total income of your Company was Rs. 10092.32 Lacs as compared to Rs. 18912.72 Lacs in the previous year. The net Loss of the company for the current financial year is of Rs. 4036.88 Lacs as compared to loss of Rs. 1297.07 Lacs in the previous year.

Reasons for loss:

a) Expiry & write off of stocks made for Simplot JV projections and not lifted. The total write off of such stocks is Rs. 21.36 crore. Out of which the amount written off in FY 2015 is Rs. 5.59 Crores.

b) Continued closure of units at both locations in Himachal & Gujarat due to enforcement of exclusivity by Simplot Inspite of No Sales and Closure of JV operations under Simplot appointed CEO.

c) Continued closure of units in Gujarat which were not even under exclusivity due to abrupt abandonment & locking of unfinished, totally depilated, adjoining Premises leased to Simplot.

The losses from Simplot led to serious defaults in payments and curtailed our capacity to meet all obligations. We had to request our lenders for debt restructure and they kindly allowed us breathing space till December 2015.

Banks insisted on compulsory conversion of all Dollar loans to Rupee prematurely. The loss on this account for debt restructure has been Rs. 13.64 crore.

2. DIVIDEND:

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended 31st March 2015.3. Business Operations Overview & Future Outlook : Company's business activities are broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export.

4. DEPOSITS:

Your Company has not accepted any Public Deposits under Chapter - V of Companies Act, 2013, during the year under review.

5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT:

Your company has an adequate Internal Control System and Risk Management procedure to monitor the risks and their mitigating actions. Company has developed policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management controls the risk in accordance with defined policies and procedures adopted by the company.

The Board of Directors of the company appointed Mr. Akhil Gupta, Cost Accountant an employee of the Company as an Internal Auditors of the Company for the financial year 2014-2015. The Internal Auditors independently evaluate adequacy of internal controls and audit the transactions undertaken by the Company. The Audit Committee of the Board of Directors inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

6. AUDITORS: M/s Anujeet Dandona & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September 2014 for a term of 3 consecutive years. As per section 139 of Companies Act, 2013, the appointment of Auditors is to be ratified by the members at every Annual General Meeting. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report which is self explanatory and needs no comments.

7. SECRETARIAL AUDITOR: As per the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, every listed company is required to annex with its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice. Secretarial Audit was carried out by M/s Himanshu Sharma & Associats, Practicing Company Secretary, New Delhi, the Secretarial Auditor of the Company for the financial year 2014-2015. The detailed report on the Secretarial Audit is appended as an Annexure to this Report which is self explanatory and needs no comments.

8. COMMITTEES OF THE BOARD: There are currently three Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and

Administration) Rules, 2014 is appended as an Annexure to this Report.

10. DIRECTORS: Mrs. Sangita Malik, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment.

A) Changes in Directors and Key Managerial Personnel:

Mr. Chandar Prakash Chhabra, Independent Director Resigned from the Board of the Company during the year under review.

B) Declaration by Independent Directors:

The Independent director have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) of the Companies Act, 2013. The terms & conditions for the appointment of Independent Directors are given at the website i.e. www.Himalyainternational.com of the Company.

C) Formal Annual Evaluation: The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

D) Board Meetings: The Board of Directors met 5 times during the financial year 2014-2015 on 26.04.2014, 30.07.2014, 30.10.2014, 30.01.2015 and 30.03.2015 as detailed in the Corporate Governance Report.

11. PARTICULARS OF EMPLOYEES: The provision of rule 5 sub rule (2) & (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors of the Company are as under:

Name of employee Designation Remuneration (in Rs.) Man Mohan Malik Chairman and Managing Director 95,06,000

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard. Mrs. Jinni Sharma is chairman of the sexual harassment committee.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

During the year under review the company has not accepted any loans or provided any guarantee or made any investments under section 186.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

During the year under review the company has entered into the following contracts or arrangements with related party.

The Board has also framed a policy on related party transactions and the same is available on Company's website.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The policy is also available on the Company's website.

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

Information pursuant to section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

A- Energy conservation - The Company makes continuous efforts to explore new technologies And techniques to make the infrastructure more energy efficient. The operations of the Company are not energy intensive. Company use agro waste to fire boilers. B- Technology absorption Company uses Indian technical manpower to Operate Indian and imported infrastructure Foreign exchange earnings and out go.

Particulars Amount (In Rs ,000)

Earnings in foreign Exchange 299738

Expenditure in foreign Exchange 78806

17. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board hereby affirms:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Management Discussion and Analysis : A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors' Report.

19. Corporate Governance Report : We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

20. Acknowledgement : Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to company's Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future.

By order of the Board of Directors Himalya International Limited

Place: Paonta Sahib Man Mohan Malik Date: 28.08.2015 (Chairman & Managing Director) DIN No. 00696077

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Mar 31, 2014

Dear Shareholders,

We are pleased to present the Twenty Third Annual Report of the Company together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2014. The Financial Highlights for the year under review are given below:

Particulars 2013-14 2012-13

Total Income from Operation 18999.01 16803.68

Profit from operation before other income, Finance cost, & 1654.01 3339.06 , exceptional items

Other Income 0.00 3806.30

Profit from ordinary activities before Finance cost, and 1654.01 7145.36

exceptional items Finance Cost 1605.14 1641.62

Profit from ordinary activities after Finance cost, but before 48.87 5503.74

exceptional items -Exceptional Items (Provision for diminution in value of investment 1149.36 187.34 in joint venture)

Profit/(Loss) from ordinary activities before tax ri loo 1,100.49 5316 40

Performance: During the year under review, the total income of your Company was Rs. 18999.01 Lacs as compared to Rs. 16803.68 Lacs in the previous year thereby registered a growth of 13%. The net Loss before tax of the company for the current financial year is of Rs. 1100.49 Lacs as compared to profit of Rs. 5316.40 Lacs in the previous year.

Reasons for loss:

1. Company is a partner in the joint venture, Himalya Simplot Private Limited, holding 50 per cent of its shareholding. The joint venture has ceased operations and is insolvent in view of its losses. As a matter of abundant prudence and following a conservative approach, the Management is of the opinion that a provision equal to the value of investment be made for diminution in the value of the investment. (Provision for diminution in value of investment in joint venture Rs.ll49.36lacs).

2. Finished goods manufactured in the financial years ended 31 March 2012 and 2013, valued at Rs. 1576.66 lacs (2314.888 MT), were produced specifically for Himalya Simplot Private Limited, a joint venture of the Company with Simplot Inc. However, such stocks were not purchased by the joint venture, The management has sought expert opinion and determined that the shelf life of these products in JV packing, has expired. Since the stocks have no realisable value, the Company has written off the value of such stocks as on 31.03.2014.

The expired stock, available in company''s warehouse, but has not been taken in theJbooks as on 31.03.2014, was physically destroyed in the months of June/July 2014.

3. Company has suffered huge losses due to zero production from it Appetizer line at both plants due to certain clauses in JV agreements and zero performance by JVundertheManagingPartnerSIMPLOTINDIALLC.

Dividend: Due to loss during the year Board of Directorfeelsappropriate not to recommendany dividend for the financial year 2013-14. .

Business Operations Overview & Future Outlook : Company''s business activities are broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export .

The companies Act, 2013: The Ministry of Corporate Affairs has notified various sections of the Companies Act, 2013 in tranches in September 2013 and March 2014 with the majority of the sections as well as rules notified in March, 2014, The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the Companies Act, 2013 which are yet to be notified. MCA vide its circular dated April 4,2014 has clarified that the Financial Statements and documents annexed thereto. Auditor''s Report and Board''s Report in respect of the financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Company''s Financial Statements, Auditor''s Report and Board''s Report and attachments thereto have been prepared in accordance with the provisions of Companies Act, 1956. With respect to the other provisions of the act, appropriate references have been made in this report to the extent these provisions have become applicable effective April 1,2014

Fixed Deposits: The Company has not accepted any deposits during the financial year under review.

Directors: In accordance with the relevant provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjiv Kumar Kakkar (DIN 02434426) shall retire in the Annual General Meeting and being eligible, offers himself forthe re-appointment.

Directors1 Responsibility Statement: Pursuant to Section 217 (2AA)ofthe Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the Financial Year ended 31" March, 2014, the applicable Accounting Standards have been

followed along with proper explanation relatingto material departures;

ii) That the Directors had selected such accounting policies and applied them consistently 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 profit of the Company forthe year under review;

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a''going concern''basis.

Particulars of Energy, Technology and Foreign exchange

A- Energy conservation - The Company makes continuous efforts to explore new technologies And techniques to make the infrastructure more energy efficient. ''

- The operations of the Company are not energy intensive. Company use agro waste to fire boilers.

B - Technology absorption Company uses Indian technical manpowerto Operate Indian and imported infrastructure .

Foreign exchange earnings and out go:

Particulars Amount (Rs.in''000)

Earnings in foreign Exchange 362187

Expenditure in foreign exchange 304464 ''

Personnel and Particulars of Employees . The industrial relations with the workers and staff of the company remained cordial throughout the year. There was unity of purpose among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance. Pursuant to Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, as amended a statement containing list of employees and drawing remuneration exceeding Rs. ''24.00 Lacs annum or Rs. 2.00 Lacs per month is given herein below.

Name Designation Remuner Qualific Exp Age Date of Particula ation ation Commen of Last received cement Employ ment 1. Mr. Man Chairman 102.00 BSC 40 62 1992 Industria Mohan and (Hons) Years list Malik. Managing LLB Director

Auditors

M/s Anujeet Dandona & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer them for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits u/s section 139,141,142 and other applicable provisions, if any, of the Companies Act, 2013 and Companies (AuditandAuditors)Rules,2014,. Auditors'' Report: The Auditors Observations and relevant Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do notcalliforanyfurtherexplanation u/s 217(3) ofthe Companies Act'' 1956.

Listing of Shares: The Equity Shares of the Company continued to be listed at the Bombay Stock Exchange. The Company is complying with the guidelinesforlistingofsharesatNationalStockExchange.

Management Discussion and Analysis: A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 ofthe Listing Agreement is annexed to the Annual Report and forms integral part of Directors'' Report.

Corporate Governance Report: We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part ofthe Directors''Report.

Acknowledgement: Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We a(so wish to convey gratitude to company''s Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors fortheir support and encouragement duringthe year and look forward for their continued support in the future.

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Mar 31, 2013

Dear Shareholders,

The are pleased to present the Twenty First Annual Report of your Company together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2013. The Financial Highlights for the year under review are given below:

Financial Results (Rs. in Lacs)

Particulars 2012-13 2011-12

Protal Income 20609.98 11049.77

Profit before Interest, Depreciation & Tax 8023.60 3192.66

Interest 1641.62 773.01

Depreciation 878.24 429.05

Profit before Tax 5503.74 1990.60

Performance

During the year under review, the total income of your Company was Rs. 20609.98 Lacs (Including extra ordinary inflow Rs. 3415.32 lacs) as compared to Rs. 11049.77 Lacs in the previous year thereby registered a growth (excluding the extra ordinary item) of 55.61%. The net profit before tax of the company for the current financial year after excluding profit on extra ordinary inflow Rs. 2088.42 Lacs as compared to Rs. 1990.60 Lacs in the previous year. There is a rise of 4.91% in operational profits as compared to the ,

lastfinancialyear.

Dividend

In view of our new project, there is an increased pressure on the cash flow. Also'' due to additional borrowings made for implementing the capital projects under expansion, there is an increase in the commitments towards repayment to the lending banks. As such, Board of Director feels appropriate not to recommend any dividend for the financial year 2012-13.

Business Operations Overview & Future Outlook

- Company''s business activities are broadly divided into mushroom, Cheese, sweets and appetizer manufacturingand exports.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors''Responsibility Statement

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

i) that in the preparation of the Annual Accounts for the Financial Year ended 31a March, 2013, the applicable Accounting

Standards have been followed along with proper explanation relating to material departures; ii) that the Directors had selected such accounting policies and applied them consistently 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 profit of the Company for theyear under review;

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

¦ iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

iii) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2012 on a ''going concern'' basis.

Particularsof Energy,Technology and Foreign exchange

A- Energy conservation - The Company makes Moreover, the operations of the Company are continuous efforts to explore new technologies not energy intensive. Company has changed its And techniques to make the infrastructure more oil fired boilers to agro waste reducing the carbon foot print. energy efficient. - ''

B-Technology absorption - Company uses Indian technical manpower to

Auditors

M/s Anujeet Dandona & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer them for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(lB)ofthe Companies Act, 1956.

Auditors''Report

The Auditors Observations and relevant Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act'' 1956.

Listing of Shares

The Equity Shares of the Company continued to be listed at the Bombay Stock Exchange.

Management Discussion and Analysis

A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors'' Report.

Corporate Governance Report

-We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Acknowledgement

Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to company''s Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future.

For and on Behalf of the Board

Place: Paonta Sahib

Dated: 04.09.2013 (Anjali Tomar)

Company Secretary

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Mar 31, 2011

Dear Shareholders,

We are pleased to present the Twentieth Annual Report of the Company together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31st March 2011. The Financial Highlights for the year under review are given below:

Financial Results

(Rs. in Lacs)

2010-11 2009-10

Total Income 8316.28 7262.06

Profit before Interest, Depreciation & Tax 2873.32 2431.04

Interest 876.78 443.82

Depreciation 308.20 287.76

Profit before Tax 1688.34 1699.46

Performance

During the year under review, the total income of your Company was Rs. 8316.28 Lacs as compared to Rs. 7262.06 lacs in the previous year thereby registered a growth of 14.51%. The net profit before tax of the company for the current financial year is of Rs. 1688.34 lacs as compared to Rs. 1699.46 lacs in the previous year. There is a fall of 0.66% in operational profits as compared to the last financial year.

Dividend

In view of expansion plans of the Company at Gujarat, your Directors did not recommend any dividend. Business Operations Overview & Future Outlook

The Company's primary business is manufacture of Mushroom, Canning and ready to eat and trading of nutritional supplement etc. The expansion plans are:-

1. Production at Gujarat plant has commenced on dt 29.06.2011. it is situated at Survey No 215/P, Vadnagar-Navapura-Red Laxmipura Road, Nr Dharoi Distributery Canal, Sultanpura (Vad) -384355. Dist. Mehsana. Gujarat. Total cost incurred on project till 31.03.2011 is Rs 138 Crore.

2. Company has made J V for sales of its product with Simplot a US based company.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors' Responsibility Statement

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

i) That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii) That the Directors had selected such accounting policies and applied them consistently 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 profit of the Company for the year under review;

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial

Particulars of Energy, Technology and Foreign exchange

A-Energy conservation - The Company makes continuous efforts to explore new technologies And techniques to make the infrastructure more energy efficient.

Moreover, the operations of the Company are not energy intensive. Company has changed its oil fired boilers to agro waste.

B-Technology absorption -

Company uses Indian technical manpower to Operate Indian and imported infrastructure.

Auditors

M/s Anujeet Dandona & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors' Report

The Auditors Observations and relevant Notes on Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act* 1956.

Listing of Shares

The Equity Shares of the Company continued to be listed at the Bombay Stock Exchange. The Company is complying with the guidelines for listing of shares at National Stock Exchange.

Management Discussion and Analysis

A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors' Report.

Corporate Governance Report

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

Subsidiary

The Company has a 100% subsidiary in US in the name of Himalya International Inc., 901 Cranston Drive Wood Land, California USA for exploring its cheese business in Company.

Acknowledgement

Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to company's Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future.

For and on Behalf of the Board

Place: Paonta Sahib

Dated: 29.08.2011 (Man Mohan Malik) Chairman & Managing Director

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Mar 31, 2010

We are pleased to present the Nineteenth Annual Report of the Company together with Audited Financial Statements and Auditors Report tor the Financial Year ended as on 31s1 March 2010. The Financial Highlights for the year

under review are given below:

Financial Results (Rs. in Lacs)

2009-10 2008-09

Total Income 7262.06 5822.85

Profit before I merest. Depreciation & Tax 2431.04 1930.89

Interest 443.82 281.61

Depreciation 287.76 268.55

Profit before Tax 1699.46 1380.73

Performance

During the year under review, the total income of your Company was Rs. 7262.06 Lacs as compare^ to Rs. 5822.85 lacs in the previous year thereby registered a growth of 24.71%. The profit before tax of the company for the current financial year is of Rs. 1699.46 lacs as compared to Rs. 1380.73 lakhs in the previous year. There is an impressive growth of 23.08% in operational profits as compared to the last financial year.

Dividend

In view of expansion plans of the Company at Gujarat and Rajasthan, your Directors did not recommend any dividend.

Business Operations Overview & Future Outlook

Companys business activities are broadly divided into mushroom, Cheese, sweets and appetizer manufacturing and exports.

Hie expansion plans are:-

1. Gujarat project is being set up at Vadnagar in District Mehsana at the capex of Rs 130 Crores. The Government has allocated 21 Hectare land and we expect another 10 Hectares have been approved by the Gujarat Government. The project shall be a mega processing facility for Mushrooms. Vegetables, Cheese and linger foods. The project work has been commenced and it is expected to be fully operational by March 2011.

Limits project shall be catering to export markets from nearby seaports and also meet the demand of western India. The local raw materials and proximity to ports & major consuming markets shall impart unique advantage.

2. Rajasthan project on Nil 8 near Delhi shall process Almonds and Cereal & Health bars which is fast growing segment due to changing nutritional choices and convenience of younger generation. Thirty-Two Acre land has been acquired and project cost is estimated at Rs. 115 Crores.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors Responsibility Statement

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

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently reasonable and prudent so as to give a true arid fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31s1 March, 2010 on a going concern basis.

Particulars tfef Knergy, Technology and Foreign exchange

A- Energy conservation - The Company makes Moreover, the operations of the Company are

continuous efforts to explore new technologies not energy intensive. Company has changed its And techniques to make the infrastructure more oil fired boilers to agro waste.

energy efficient.

B- Technology absorption - Company uses Indian technical manpower to Operate Indian and imported infrastructure.

C- Foreign Exchange earnings and out go:

Earnings in foreign exchange : Rs. 3744.39 Lacs

Expenditure in foreign exchange : Rs. 1077.19 Lacs

Personnel and Particulars of Employees

The industrial relations with the workers and staff of the company remained cordial throughout the year. There was unity of purpose among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance. Pursuant to Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, as amended a statement containing list of employees and drawing remuneration exceeding Rs. 24.00 Lacs annum or Rs. 2.00 Lacs per month is given herein below.

S. No Name Designation Remuneration Qualification Received (Rs. In lacs)

Honors Chairman Graduate-in

I. Mr.ManMohan Malik and 29.33 physics Managing Director

Name Exp Age Date of Particulars Commence- of Last Ment Employment

Mr.ManMohan Malik 30

years 55 1992 Industrialist

Auditors

M/s Anujeet Dandona & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received . a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956. ;

Auditors Report

The Auditors Observations and relevant Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act 1956.

Listing of Shares

The Equity Shares of the Company continued to be listed at the Bombay Stock Exchange. The Company is complying with the guidelines for listing of shares at National Stock Exchange.

Management Discussion and Analysis

A detailed chapter on "Management Discussion & Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of Directors Report.

Corporate Governance Report

We. strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has duly complied with revised Clause 49 - Corporate Governance Code as stipulated in the listing agreement with Stock Exchanges. A separate section on Corporate Governance along with Certificate from M/s. Anujeet Dandona & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors Report.

Subsidiary

The Company has a 100% subsidiary in US in the name of Himalya International Inc., 901 Cranston Drive Wood Land, California USA for exploring its cheese business in Company.

Acknowledgement

Your Directors greatly appreciate the dedication and commitment of employees at all levels who have contributed towards the effective functioning of the Company. We also wish to convey gratitude to companys Bankers, Financial Institutions, Government Authorities, Clients, Vendors, and Investors for their support and encouragement during the year and look forward for their continued support in the future.

For and on Behalf of the Board Place: Paonta Sahib Dated: 03.09.2010

(Man Mohan Malik) Chairman & Managing Director