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Directors Report of Nimbus Foods Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting their 20th ANNUAL REPORT on the business and operations of the Company together with the Audited Statement of Account for the Financial Year ended on 31st March, 2015.

1. FINANCIAL RESULTS: (Amount in lacs)

Particulars Year ending Year ending on on 31st March, 31st March, 2015 2014

Total Income 1353.73 1545.10

Total Expenditure 1295.66 1460.87

Gross Profit/(loss) 58.07 84.23

Less : Depreciation 26.77 21.51

Provision for taxation 1.34 1.82

Extra Ordinary Items - -

Tax Expense 10.74 19.94

Adjustment for earlier years - -

Profit/(loss) After Tax 19.22 40.95

2. OPERATIONAL REVIEW:

The Company is engaged in the business of Bread and Bakery products. Your Company is getting excellence in developing its own products and presently such development is in the bakery related items like toast, khari and biscuits under the brand name of "WOODOO" and also exploring the opportunity to enter into new territory. The details of such developments will be informed to you from time to time.

3. DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

4. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of section 73 of the Companies Act, 2013 ("the act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with chapter V of the act is not applicable.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "A" and is attached to this Report.

8. AUDITORS

a) Statutory Auditors

M/s B. S Rajput & Associates, Chartered Accountants, was appointed as Statutory Auditors for a period of 4 year(s) in the Annual General Meeting held on30th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The notes and remarks of Auditors' are self-explanatory and therefore do not require any further clarification.

b) Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

c) Secretarial Auditors

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. CS Gaurang Shah, Practicising Company Secretary had been appointed to issue Secretarial Audit Report for the period ended on 31st March,2015.

Secretarial Audit Report issued by CS Gaurang Shah, Company Secretary in Form MR-3 for the period under review forms part of this report,attached and marked as Annexure "B", for the period under review forms part of this report. The said report contains observation or qualification relating to the appointment of Company Secretary and CFO.

The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to do such appointments, but it failed to attract right candidates for such post. The Board of your Company has appointed Mr. Jay P. Verma as its CFO w.e.f. 30/05/2015 and continues its efforts to search right candidate for the post of Company Secretary and will appoint the Company Secretary as soon as possible.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The company has given loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the loans, guarantees given and investments made by company are given in the financial statement of the Company (Please refer Note No. 9 and 11 of the financial statements).

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the financial year were on an arm's length basis and in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

13. PARTICULARS REGARDING EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as 'Annexure C. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 84th Annual General Meeting and upto the date of Annual General Meeting during business hours on working days.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL

15. DIRECTORS

i. Appointment and Cessation

Mr. Arvind Thakkar (DIN: 00966889) resigned from the Board of directors of the Company w.e.f. 17th October, 2014.The Board has noted his contribution as Director of the Company during his tenure on the Board of the Company.

However, during the year, the Board again inducted him on the Board of Directors of the Company w.e.f. 14th November, 2014 as an additional director under the category of Independent Director.

Further, Mrs. Priti Wadhwani (DIN: 03230600) has been appointed as an Additional Director on 06/04/2015 who shall hold office upto the ensuring Annual General Meeting.

ii. Retirement by rotation

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Sharad Khandelwal (DIN: 03447732) retires at this Annual General Meeting and being eligible offer themselves for re- appointment. The Board recommends his reappointment.

iii. Independent Directors

Mr. SANJAY MANGAL (DIN: 05355390) is the existing Independent Director. The Company proposes to appoint him as Independent Director under Section 149 of the Companies Act, 2013, for a period of five consecutive years from the date of this Annual General Meeting. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

He has submitted his disclosure to the Board that he fulfills all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify himself to be appointed as Independent Director under the provisions of the Companies Act, 2013 and the relevant rules.

iv. Number of Board Meetings conducted during the year under review

The Company had 8 Board meetings on 30/05/2014, 13/08/2014, 26/08/2014, 17/10/2014, 14/11/2014, 11/12/2014, 13/02/2015 and 20/03/2015 during the financial year under review.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

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

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of Directors was re-constituted on 14.11.2014 pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

As on the date of this Report, the Audit Committee comprises:-

A. Mr. Arvind Thakkar

B. Mr. Sanjay Mangal

C. Mr. Amit Khaksa

The above composition of the Audit Committee consists of independent Directors viz., Mr. Arvind Thakkar and Mr. Sanjay Mangal who form the majority.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the company at www.nimbusfoods.in

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report forming part of the Annual Report.

23. CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under clause 49 of the Listing Agreement. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Agreement along with a certificate from M/s. B. S Rajput & Associates, Auditor of the Company confirming the compliance, is part of the Annual Report.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

Sanjay Mangal Place : Ahmedabad Chairman Date :14/08/2015 (DIN: 05355390)


Mar 31, 2014

Dear Members,

The Directors present the NINETEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

1. Financial Results : Rs. in Lacs

FINANCIAL RESULTS 2013-14 2012-13

Operating Profit / (Loss)(Before Interest & Depreciation) 93.89 72.27

Less: Interest 09.66 3.51

Profit/(Loss) before Depreciation 84.23 68.76

Less: Depreciation & Amortisation Exp. 21.52 22.37

Profit / (Loss) before Extraordinary items 62.71 46.39

Less: Loss on Sale of Investment / written off Advances - -

Profit / (loss) before Tax 62.71 46.39

Less: Provision for Taxation 21.76 14.53

Add/Less: Deferred Tax Assets/provision - -

Net Profit / (Loss) after Tax 40.95 31.86

Less: Short or excess provision of taxation of earlier year - -

Add: Balance brought forward from previous year 118.09 86.23

Profit / (Loss) carried to Balance Sheet 159.04 118.09

2. DIVIDEND:

In view of insufficient profits earned during the year under review and also to conserve the resources for the expansion of the activities and working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The Company has franchisee agreement with Hindustan Unilever Limited for manufacturing and marketing of Modern Bread in Gujarat. Your Company is getting excellence in developing its own products and presently such development is in the bakery related items like toast, khari and biscuits under the brand name of "WOODOO" and also exploring the opportunity to enter into new territory. The details of such developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.93.89 lacs during 2013-14. As the Company had to provide for interest of Rs.9.66 lacs during the year under review, The Company provided Rs. 21.52 lacs for Depreciation and, Profit before tax stood at Rs.62.71 lacs during the year under review. After taking into account Provision for taxation, Deferred Tax Assets and prior period adjustments, extra ordinary items your Company had earned profit of Rs. 40.95 lacs.

4. FUTURE PLANS :

The Company is exploring the opportunities available in the Bread and Bakery Industry and has already set up a committee to explore the expansion plan of the Company in the existing field of business by increasing production capacity of its existing plan as well as set up of manufacturing facility in other parts of India.

5. DIRECTORS :

One of your Director Shri Arvind Thakkar retires by rotation in terms of Articles 137, 138 and 139 of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. Annual Listing Fees of Bombay Stock Exchange Ltd. and Ahmedabad Stock Exchange is outstanding for the year 2014.15. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

9. INSURANCE:

The Company''s properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages etc.

10. AUDITORS AND AUDITOR''S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates, Chartered Accountants'', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. B.S. Rajput & Associates, Chartered Accountants, having firm registration no.119760W have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013.

Board of Directors of your Company favour their re-appointment as Statutory Auditors'' of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

Auditors'' observation and management''s response to auditor''s observation:-

The notes and remarks of Auditors'' are self-explanatory and therefore does not require any further clarifications.

11. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

12. DEPOSITS :

During the year the Company has not accepted any deposit to which the provisions of section 58A of the Companies Act, 1956 are applicable.

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of particulars in the report of the Board of Directors), Rules, 1988 as amended from time to time, forms part of this report. However, as per the provisions of section 219(1)(b)(iv), the Report and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption, foreign exchange earning and outgo. Any shareholders interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company for a copy.

14. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and commitment of employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever.

For and on behalf of the Board

AMIT KHAKSA Place : Ahmedabad Executive Director Date : 13/08/2014 (DIN:-00142084)


Mar 31, 2013

Dear Shareholders,

The Directors present the EIGHTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2012-13 ended on 31st March, 2013.

1. Financial Results :

Rs. in Lacs

2012-13 2011-12

Operating Profit / (Loss)(Before Interest & Depreciation) 71.82 55.47

Less: Interest 3.51 2.94

Profit/(Loss) before Depreciation 68.31 52.53

Less: Depreciation 21.77 13.46

Profit / (Loss) before Extraordinary items 46.54 41.82

Less: Loss on Sale of Investment / written off Advances

Profit / (loss) before Tax 46.54 41.82

Less: Provision for Taxation 14.68 13.06

Add/Less: Deferred Tax Assets/provision

Net Profit / (Loss) after Tax 31.86 28.76

Less: Short or excess provision of taxation of earlier year

Add: Balance brought forward from previous year 86.23 57.47

Profit / (Loss) carried to Balance Sheet 118.09 86.23

2. DIVIDEND:

In view of insufficient profits earned during the year under review and also to conserve the resources for the expansion of the activities and working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The Company has franchisee agreement with Hindustan Unilever Limited for manufacturing and marketing of Modern Bread in Gujarat. Your Company is getting excellence in developing its own products and presently such development is in the bakery related items like toast, khari and biscuits under the brand name of ''WOODOO" and also exploring the opportunity to enter into new territory. The details of such developments will be informed to you from time to time. The Company Earned Operating Profit of Rs.71.82 lacs during 2012-13. As the Company had to provide for interest of Rs.3.51 lacs during the year under review, The Company provided Rs. 21.77 lacs for Depreciation and, Profit before tax stood at Rs.46.54 lacs during the year under review. After taking into account Provision for taxation, Deferred Tax Assets and prior period adjustments, extra ordinary items the Net Profit for the year under review stood at Rs. 31.86 lacs.

4. FUTURE PLANS :

The Company is planning to set up its units at Nagpur, Surat and Pune with average installed capacity of 30,000 standard loafs per day. The Company has also planned out to start bakery shops in Nagpur, Surat and Pune with an average of 3500 kg production capacity under the brand name of ''WOODOO".

5. DIRECTORS :

One of your Director Mr. Sanjay Mangal retires by rotation in terms of Articles 137, 138 and 139 of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. up to the year 2013-14 and listing fees of Ahmedabad Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

8. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

9. INSURANCE:

The Company''s properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages etc.

10. Utilization of Prefrential issue proceeds:-

The Company made preferential allotment to meet the long term working capital requirements of the company, enhancements of competitiveness and strengthening of its financial position through long-term resources, expansion of the present activity, Investment and/Loan to Other Bodies Corporate as a strategic investment. The Company had utilized the funds as per the object of the issue which is as under:

Sr.No. Particulars Amount Invested

1 Long Term Loans & Advances Rs. 5,02,29,375

Total Rs. 5,02,29,375

11. AUDITORS AND AUDITOR''S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates, Chartered Accountants'', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. B.S. Rajput & Associates, Chartered Accountants, having firm registration no.119760W have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of the next Annual General Meeting of the Company.

Auditors'' observation and management''s response to auditor''s observation:- The notes and remarks of Auditors'' are self-explanatory and therefore does not require any further clarifications.

12. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

13. DEPOSITS :

During the year the Company has not accepted any deposit to which the provisions of section 58A of the Companies Act, 1956 are applicable.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

15. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and commitment of employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever.

For and on behalf of the Board

Place : Ahmedabad AMIT KHAKSA

Date:26/07/2013 Executive Director


Mar 31, 2012

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

1. Financial Results :

Rs. In Lacs 2011-12 2010-11

Operating Profit/(Loss)(Before Interest & Depreciation) 58.23 55.80

Less: Interest 2.94 2.09

Profit/(Loss) before Depreciation 55.29 53.71

Less: Depreciation 13.46 16.62

Profit/(Loss) before Extraordinary items 41.82 37.09

Less: Loss on Sale of Investment/written off Advances - -

Profit/(loss) before Tax 41.82 37.09

Less: Provision for Taxation 11.50 11.00

Add/Less: Deferred Tax Assets/provision 1.56 1.82

Net Profit/(Loss) after Tax 28.76 24.27

Less: Short or excess provision of taxation of earlier year - 0.34

Add: Balance brought forward from previous year 57.47 33.54

Profit/(Loss) carried to Balance Sheet 86.23 57.47

2. DIVIDEND:

In view of insufficient profits earned during the year under review and also to conserve the resources for the expansion of the activities and working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The Company has franchisee agreement with Hindustan Unilever Limited for manufacturing and marketing of Modern Bread in Gujarat. Your Company has also started to develop its own products and presently such development is in the bakery related items like toast, khari and biscuits under the brand name of "WOODOO" and also exploring the opportunity to enter into new territory. The details of such developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.42.01 lacs during 2011-12. As the Company had to provide for interest of Rs.2.94 lacs during the year under review, The Company provided Rs. 13.46 lacs for Depreciation and, Profit before tax stood at Rs.41.82 lacs during the year under review. After taking into account Provision for taxation, Deferred Tax Assets and prior period adjustments, extra ordinary items the Net Profit for the year under review stood at Rs. 28.76 lacs.

4. FUTURE PLANS :

The Company is planning to set up its units at Nagpur, Surat and Pune with average installed capacity of 30,000 standard loafs per day. The Company has also planned out to start bakery shops in Nagpur, Surat and Pune with an average of 3500 kg production capacity under the brand name of "WOODOO".

5. DIRECTORS :

One of your Director Mr. Sharad Khandelwal retires by rotation in terms of Articles 137, 138 and 139 of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

Mr. Arvind Thakkar and Mr. Sanjay Mangal have been appointed as an Additional Directors under Independent category w.e.f. 14/08/2011. In the terms of Section 260 of the Companies Act, 1956 Mr. Arvind Thakkar and Mr. Sanjay Mangal holds office upto the ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the director of the Company. , Mr. Arvind Thakkar is a practicing Chartered Accountant since 35 years having a vast experience in the field of Taxation and tax audit matters and Mr. Sanjay Managal has an experience of more than 22 years in the field of capital market and financial management. Looking to the experience the Board recommends their appointment as Directors of the Company.

Mr. Bhaychand Prajapti and Mr. Deepak Sharma have resigned on 14/08/2012, the board has taken on record the valuable services and advices given by them during their tenure as Directors of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. up to the year 2012-13 and listing fees of Ahmedabad Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

8. DELISTING OF SECURITIES:

At present the equity shares of the company are listed at Bombay Stock Exchange Limited Considering the negligible volume of trading and as a part of its cost reduction measure, the consent of members is sought for getting its securities delisted from Ahmedabad Stock Exchange as proposed in the special resolution. The securities of the company shall continue to be listed on the Bombay Stock Exchange, Mumbai.

9. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

10. INSURANCE:

The Company's properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages etc.

11. AUDITORS AND AUDITOR'S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates, Chartered Accountants', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. B.S. Rajput & Associates, Chartered Accountants, having firm registration no. 119760W have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956.

Auditors' observation and management's response to auditor's observation:- The notes and remarks of Auditors' are self-explanatory and therefore does not require any further clarifications.

12. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

13. DEPOSITS :

During the year the Company has not accepted any deposit to which the provisions of section 58A of the Companies Act, 1956 are applicable.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

15. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and commitment of employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever.

For and on behalf of the Board

AMIT KHAKSA Executive Director

Place : Ahmedabad Date : 14/08/2012


Mar 31, 2010

The Directors present the FIFTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended on 31st March, 2010.

1. FINANCIAL RESULTS :

Rs. in Lacs 2009-10 2008-09

Operating Profit / (Loss) 52.21 44.06 (Before Interest & Depreciation)

Less : Interest 1.43 1.47

Profit/(Loss) before Depreciation 50.78 42.59

Less : Depreciation 25.56 21.00

Profit / (Loss) before Extraordinary items 25.22 21.59

Less : Loss on Sale of Investment / written off Advances - -

Profit / (loss) before Tax 25.22 21.59

Less : Provision for Taxation 8.00 6.95

Add/Less : Deferred Tax Assets/provision (0.60) 0.12

Net Profit / (Loss) after Tax 17.82 14.52

Less : Prior Period Adjustment - 0.62

Less : Short or excess provision of taxation of earllier year 0.64 -

Less: Extra Ordinary Items - 2.63

Add: Balance brought forward from previous year 16.37 5.10

Profit / (Loss) carried to Balance Sheet 33.54 16.37

2. DIVIDEND:

In view of insufficient profits earned during the year under review and also to conserve the resources for the expansion of the activities and working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under the review.

3. OPERATIONS:

The Company is in the business of Bread, Bakery products and Confectionaries. The Company has franchisee agreement with Unilever Limited for manufacturing and marketing of Modern Bread in Gujarat. Your Company has also started to develop its own products and presently such development is in the bakery related items like toast, khari and biscuits. Your company has set up a new unit for Bread and other bakery related products at Jaipur (Rajasthan) on lease basis and has commenced its commercial production from 21s July, 2010. The Bread which is being manufactured at Jaipur Unit is launched in the Jaipur and nearby market with the name "Nimbus". This new unit is having total production capacity of 1,10,00,000 breads per annum. The Company is also planning to set-up 25 retail outlets at Jaipur City as "Live Bakery Shop" and also exploring the "opportunity to enter into new territory. The details of such developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.52.21 lacs during 2009-10. As the Company had to provide for interest of Rs.1.43 lacs during the year under review, the Profit before Depreciation stood at Rs.50.78 lacs during the year under review. The Company provided Rs. 25.56 lacs for Depreciation and, therefore, Profit before tax stood at Rs.25.22 lacs during the year under review. After taking into account Provision for taxation, Deferred Tax Assets and prior period adjustments, extra ordinary items the Net Profit for the year under review stood at Rs. 16.37 lacs.

4. FUTURE PLANS :

Your directors are continuously looking for the expansion of the business of the Company and for that as explained earlier the Board is looking for expansion into its present business by acquiring control over other bakery manufac- turing companies. The Board is also looking for expansion into snacks industry and for that presently concentrating on various types of Namkeen, chips and other fried snacks.

5. DIRECTORS :

One of your Director .Mr. Shyamkishore Dehliwala retires by rotation in terms of Articles 137, 138 and 139 of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsi- bility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

(ii) that the Directors have taken proper and sufficient care for 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.

(iii) that the Directors have prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES :

To facilitate holding of securities in dematerialised / electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted is INE301B01020.

8. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. up to the year 2010-11 and listing fees of Ahmedabad Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

9. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

11. GENERAL :

11.1 INSURANCE :

The Companys properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages etc.

11.2 AUDITORS :

The present Auditors of the Company M/s. B.S.Rajput & Associates, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. B.S. Rajput & Associ- ates, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1 B) of the Companies Act, 1956. The notes and remarks of Auditors are self-explanatory. The specific remarks of the Auditors for non-provision of depreciation of Rs.25,267/- and Related Party Disclosure as per Accounting Standard-18 have been explained in the notes on accounts for the year 2009-10 under para 13 and 14 respectively.

11.3 PARTICULARS OF EMPLOYEES :

There is no person drawing remuneration requiring disclosure under Section 217(12-A) of the Companies Act, 1956.

11.4 DEPOSITS :

During the year the Company has not accepted any deposit to which the provisions of section 58A of the Companies Act, 1956 are applicable.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

13. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board,

Place : Ahmedabad VISHNU SHARMA

Date : 9th August 2010 Chairman & Managing Director

 
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