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Directors Report of Tasty Bite Eatables Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to present the Thirty-first Annual Report together with Audited Statement of Accounts for the year ended 31st March 2015.

1. KEY FINANCIAL HIGHTLIGHTS (Rs. Lacs except per share data)

Highlights FY 2014-15 FY 2013-14

Revenue from operations 17,815.72 14,592.29

Profit before Depreciation, Interest and Tax 2,614.59 1,192.90

Profit after tax 1,079.37 432.88

Earnings per share (Rs./share - Basic and diluted) 42.04 16.84

Net Cashflow from Operations 991.87 2,345.62

Net Fixed Assets 6,096.82 6,415.28

Long term borrowings (excluding current portion) 2,122.52 2,387.36

Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 5.25 4.46

Profit/ (Loss) transferred to Balance Sheet 2,845.66 1,820.00

2. FINANCIAL PERFORMANCE & OPERATIONS :

Your Company grew at a healthy Y-O-Y rate of 22% to achieve revenues of over Rs. 178 Crore during the year by both the exports led Consumer Business and the India focused Tasty Bite Food Service ( TFS) business.

Tasty Bite continued to be a market leader in all its consumer markets in the US, Canada, Australia and New Zealand through the year. Steps are now being taken to increase our footprint also in Japan and the United Kingdom. The Consumer Business grew by 25% for the year, at Rs. 107.80 Crore against Rs. 86.33 Crore in the previous year.

TFS business comprising sale of products to leading Quick Service Restaurants (QSR's) and Institutional customers registered a growth of 15% with revenues of Rs. 58.70 Crore against Rs. 51.06 Crore in the previous year.

Profit after Tax for the year ended at Rs. 10.79 Crore against Rs. 4.32 Crore in FY 14.

3. DIVIDEND :

The Board of Directors at their meeting held on May 13, 2015 recommended a final dividend of Re. 1 per Equity share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a preferential dividend of Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference shares of Rs. 100/- each for the financial year 2014-15.

The total dividend payout would involve a cash outgo of Rs. 31.51 lacs including dividend tax of Rs. 5.25 lacs.

Upon declaration by the members at the ensuing Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 28 August 2015. In respect of shares held in dematerialised form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on Friday, 28 August 2015.

The Company has not carried forward any amount to general reserve or any other reserve in the financial year.

4. RESEARCH AND DEVELOPMENT :

Tasty Bite Research Centre (TBRC), located within the factory campus and the jewel in our crown continues to be a huge source of strength in being able to offer unique food solutions to all our consumers. In keeping with its mission, TBRC continues to focus towards being a centre of excellence in Product, Process and Ingredient innovation.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology renewed its accredition to TBRC during the year.

New products developed at TBRC in the last 2 years contributed to 27% of the company's revenue.

5. ALLIANCE OF PARENT COMPANY WITH KAGOME CO LTD :

Preferred Brands International Inc (PBI), our parent company entered into a strategic global alliance with Kagome Co Ltd (Kagome), a leading Japanese food company on April 14, 2015. As per the transaction, Kagome would acquire a major stake in PBI. As on the date of this report, there are no changes in structure of the Company or the holding company. Under Regulation 3, 4, 5, 13 & 15 of SEBI (Substantial Acquisition of Shares and Takeover Code), Regulation 2011 Kagome is required to make an 'Open Tender Offer' to shareholders of the Company.

6. FINANCE :

Your Company continues to have stable long term and working capital funding in place. The management is pleased to inform that ICRA Limited has upgraded its previously assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook to ICRA BBB (pronounced as ICRA triple B plus) with stable outlook and short term rating of ICRA A2 (pronounced as ICRA A two) to ICRA A2 (pronounced as ICRA A two plus).

Further, the Company has successfully pre-paid ECB-1 amounting to USD 1.3 Million availed from its parent, Preferred Brands International Inc. and ECB-3 amounting USD 4.0 Million availed from World Business Capital Inc, USA (WBC) during the year under report. As on March 31,2015, the Company has ECB-2 amounting to

USD 1 Million in its books and the Company continues to successfully repay as per schedule of USD 50,000 per quarter. Final payment of this ECB will be completed by December 2016.

During the year, Company availed a Foreign Currency Term Loan from Kotak Mahindra Bank Limited (Kotak) of Rs. 24.20 Crore, to repay ECB-3 to WBC. Kotak also took over the existing working capital facility from Axis Bank Ltd of Rs. 14.80 Crore. The Company continues its relationship with Ratnakar Bank Limited (RBL) for working capital requirements of Rs. 10.00 Crore.

Total long term borrowing (excluding current portion) stood at Rs. 21.22 Crore as of 31st March 2015 against Rs. 23.80 Crore as of 31st March 2014.

7. FIXED DEPOSITS :

The Company has not accepted or invited any deposits from the public during the year under review.

8. DELISTING OF EQUITY SHARES FROM REGIONAL STOCK EXCHANGES :

As reported last year, the Company had applied for delisting of its equity shares from Regional Stock Exchanges - The Calcutta Stock Exchange Limited (CSE) and The Delhi Stock Exchange Limited (DSE), and has successfully delisted its shares from CSE & DSE during the year on May 8, 2014 and October 8, 2014 respectively.

9. DIRECTORS :

Members in their General Meeting held on September 10, 2014 had appointed 3 independent directors namely Mr. K. P. Balasubramaniam, Dr. V S Arunachalam and Mr. Kavas Patel for a period of 5 years as Independent Directors. All independent directors have provided declaration stating their independence under the provisions of section 149(2) of Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mrs. Meera Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered herself for reappointment.

Mr. Sohel Shikari was appointed as an Alternate Director to Mrs. Meera Vasudevan during the year due to absence of Mrs. Meera Vasudevan from India.

- Board evaluation:

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out evaluation of its own performance, individual performance of the directors as well as the respective Committees. The manner of evaluation is mentioned in Corporate Governance Report.

- Remuneration & Evaluation Policy:

The Board on recommendation of Remuneration & Nomination Committee adopted 'Remuneration and Evaluation Policy' for selection, appointment and remuneration of Directors and Senior Management Personnel. Necessary diversity in the board was ensured. Detailed policy has been stated in Corporate Governance Report.

- Meetings:

There were six Board Meetings held during the financial year ended March 31,2015. These were held on May 8, 2014, August 14, 2014, November 10, 2014, December 19, 2014, February 11,2015 and March 25, 2015. The maximum interval between any two meetings was not more than 120 days. Details of these meetings have been stated in Corporate Governance Report.

Till the date of this report, none of the Directors or Key Managerial Personnel has joined or resigned from Company. None of directors are related to each other except Mr. & Mrs. Vasudevan (Husband & Wife).

10. EXTRACT OF ANNUAL RETURN :

The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is annexed herewith as "Annexure A".

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Directors confirm that:

(a) in the preparation of the annual financial statements for year ended March 31,2015, applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) the directors have selected and consistently applied such accounting policies, judgments and estimates that are reasonable and prudent to ensure 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 that period;

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

(d) the directors have prepared the financial statements 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 controls are adequate and were operating effectively; and

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

12. CORPORATE GOVERNANCE :

Your Company places great significance to good Corporate Governance as an important step towards building investors' confidence, improve investors' protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with. A certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is in "Annexure B" to this Report. A detailed report on Corporate Governance forms a part of this Annual Report.

13. AUDITORS:

- Statutory Auditors :

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be in accordance of the provisions of Companies Act, 2013.

- Secretarial Auditor :

Pursuant to section 204 of the Companies Act, 2013, the Company has appointed Mr. Abhishek Jagdale, Company Secretary in Practice, Pune as Secretarial Auditor for FY 2015-16. Based on the Audit Committee recommendations, Board has approved the appointment of Secretarial Auditor for FY 2015-16. The Secretarial Audit Report is in "Annexure C" of this report.

14. WHISTLE BLOWER & VIGIL MECHANISM POLICY :

In compliance with the provisions of Section 177(9) of the Companies Act 2013, the Company has established Whistle Blower and Vigil Mechanism Policy for its directors and employees to report their genuine concerns and also to deal with the instances of fraud and mismanagements, if any. The details of the Policy are explained in the Corporate Governance Report and the policy is available on the website of the Company www.tastybite.co.in.

15. AUDIT COMMITTEE :

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has a duly constituted Audit Committee in place. The composition and other relevant details of the Audit Committee are given in the Corporate Governance Report annexed herewith. All suggestions of Audit Committee during the year were accepted by the Board.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year under review, there is nothing to be reported under the heads loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review. As on March 31,2015, details of the shares or convertibles held by Directors in the Company are as under.

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

The Company has been making significant efforts to ensure conservation of energy. The details of energy conservation, technology absorption, research and development and Foreign exchange earnings and outgo are as per "Annexure D."

19. RISK MANAGEMENT POLICY :

In compliance with the provisions of Section 134 of the Companies Act 2013, the Company has identified the elements of the risks, industry specific and in general as well, which in the opinion of the Board may threaten the existence of the Company. The Company has developed and implemented a 'Business Contingency Plan for Risk Mitigation' for the Company.

20. CORPORATE SOCIAL RESPONSIBILITY :

The Company has developed a policy and set up a Committee on Corporate Social Responsibility in compliance with the provisions of Companies Act, 2013. The details about the Policy and the Committee are given in Corporate Governance Report annexed to this report.

As per the provisions of Section 135 of the Companies Act, 2013, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its net profits on the activities given under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Board of Directors. The Company was required to spend 2% of its net profits during the year under review. However, the Company wishes to identify the areas where the thrust shall be given and which are also in line with the corporate philosophy of the Company towards community at large. The Board is in the process of identifying thrust areas and it is committed towards the upliftment of the society and the stakeholders.

As per calculations, Company was required to spend Rs. 8.21 lakh in financial year 2014-15. However, no amount has been spent in financial year 2014-15 on CSR activities. This amount shall be carried forward to be spent in next financial year i.e. 2015-16, after due identification of areas by the Company.

The Board has agreed to spend the amount collectively in next financial year on CSR activities, after recommendation by the Corporate Social Responsibility Committee.

21. FORMAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTOTS, COMMITTEES AND INDIVIDUAL DIRECTORS :

The formal annual evaluation of performance of the Board of Directors, Chairman of Board, Committees and Individual Directors has been made by the Directors in their meeting dated March 25, 2015. The manner of such evaluation took place is mentioned in Corporate Governance Report.

22. STANDALONE FINANCIAL STATEMENTS AND POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company neither has a Subsidiary Company, Associate Company nor a Joint Venture company. Hence, comments and details on preparation of financials on standalone basis or report on the performance of subsidiary company or Associate Company or a Joint Venture company are not required to be offered.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as "Annexure E". The Board hereby informs that the Company has duly complied with the Accounting Standard 18 related to transactions with related parties of the Company. Company has adopted policy on Related Party Transactions and same is posted on website of the Company (www.tastybite.co.in)

24. SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS IMPACTING GOING CONCERN STATUS OF THE COMPANY :

There are no significant or material orders or awards passed by the Courts or any other Regulators or Tribunals which would effect the going concern status and Company's future operations.

25. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2014-15:

2. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year; (Rs. in Lacs)

Name Designation Remuneration in Remuner -ation in Increase FY 2013-14 FY 2014-15 (in %)

Mr. Ravi Nigam Managing Director 58.57 # 60.77 ** 3.75% (Increase in salary was made w.e.f. January 1, 2015)

Mr. Sohel Shikari Chief Financial Officer 56.92 59.06 **3.75% (Increase in salary was made w.e.f. January 1,2015)

Ms. Minal Talwar Company Secretary 5.75 6.15 ***6.96%

Increase based on cost to company basis. # Remuneration excluding perquisite

** Salary for the period from April 2014-December 2014 as that of previous financial year.

***increment on proportionate basis (joined on September 2, 2013)

3. The number of permanent employees are 197 on the roll of Company as on March 31,2015.

4. The remuneration paid to the employees is in affirmation with Remuneration & Evaluation Policy of the Company.

5. During the year, increase in remuneration of Managing Director was approved by the Board on recommendation of Remuneration and Nomination Committee in February 11,2015 meeting at 15% p.a. (effective January 1, 2015 i.e. 3.75% for FY 2014-15) cost to company basis. The approved increase in salary is within the limit approved by the shareholders in General Meeting on September 10, 2014. Increase in salary is based on performance of the Company, general industry standard, contribution by MD in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee.

6. During the year, increase in remuneration of Chief Financial Officer was also approved by the Board on recommendation of Remuneration & Nomination Committee and also by the Audit Committee in its meeting held on February 11,2015 at 15% p.a. (effective January 1,2015 i.e. 3.75% for FY 2014-15) cost to company basis. Increase in salary is based on performance of the Company, general industry standard, contribution by CFO in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee. None of the employee receives remuneration higher than that of Managing Director (Managerial Personnel).

7. During the year increment was also made in salary of Company Secretary basis annual appraisal by the management on proportionate basis by 6.96% for FY 2014 (date of joining - September 2, 2013).

8. Average percentile increase in salaries of employees other than the managerial personnel in the last financial year was 19.03%. Percentile increase in the managerial remuneration in FY 2015 was 3.75%. Increase in remuneration of MD and CFO made in February 11,2015 meetings w.e.f. January 1,2015. Increase in salary of employees is based on performance of Company, general industry standard, contribution by employee in enhancement of performance of company and various other factors considered appropriate by the Management.

9. The Company does not have a variable pay compensation structure.

10. Statement of employees receiving remuneration under Section 197(12) of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure F."

11. Variations in market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars Issued Closing Market Earnings Price Earnings Market capital price per share per share Ratio capitalization (in Rs)

As on 31.03.2014 2,566,000 238.95 16.84 14.19 613,145,700

As on 31.03.2015 2,566,000 605.00 42.04 14.39 1,552,430,000

Increase/ decrease NIL 366.05 25.20 0.2 939,284,300

% Increase/ Decrease NIL 153.19 149.64 1.41 153.19

The Company made Public Offering in February, 1987 of 7,50,000 equity shares at Rs. 10 each. The market quotation of the Equity shares of the Company as on March 31, 2015 was Rs. 605 for shares of face value of Rs. 10/- each, representing a increase of 5,950% over the period.

26. INVESTMENTS IN ITS OWN SHARES BY COMPANY, ITS SUBSIDIARIES, ASSOCIATES ETC) :

The Company during the period under review has not made investments in its own shares. The Company neither has any subsidiary company nor associate company in terms of the provisions of Companies Act, 2013 hence the comments are not required to be offered.

27. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS :

During the period under review, there were no pecuniary relationships or pecuniary transactions between the Company and its Non-Executive Directors.

28. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee and adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace". The Committee's mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as appointed by the Management consists:

- Ms. Anila Thomas- Presiding Officer

- Ms. Minal Talwar- Member

- Mr. Rajendra Jadhav- Member

- Ms. Suman Bhagwat - Member

- Mr. Kuldeep Joshi- Independent Member

No complaints have been received during the year.

29. INTERNAL CONTROL SYSTEMS

Your Company attaches significant importance on having proven internal control systems. The internal control structure has been designed to operate as a well synchronized system consisting of regular risk assessment and mitigation and monitoring by external set of auditors, both statutory auditors and internal auditors. Your Company has an elaborate system of identifying key business risks and taking mitigating steps.

Some significant aspects covered in the internal control framework include:

- End to end integration of ERP system across supply chain, manufacturing and sales processes;

- Review and approval of annual operative and capital expenditure budget and monthly monitoring of actual spends;

- Audit Committee finalizes the scope of the internal audit which is carried out by an experienced and respected firm of Chartered Accountants;

- Regular review of key business risks such as new product development, foreign exchange management, commodity inflation risk management, financial reporting.

30. HUMAN RESOURCE

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. The Company signed 'Memorandum of Settlement' for 3 years period with the workers of the Company. Total personnel employed by the Company are 197 as on March 31,2015.

Your Company continues to have comfort of very cordial and productive relations with its workforce. Several programs, including "Direct communication of people with the MD" allow continuous communication with work force enabling a transparent and engaging work environment.

Each year your Company participates in the Great Place to Work survey - a survey jointly conducted by the Economic Times of India and Great Places to Work Institute, India. Such participation allows your Company to continuously refine its HR practices to be able to provide motivating and fulfilling work culture.

The management records its sincere appreciation of the efforts of all its employees.

31. QUALITY

The Company's stated mission for quality is to "rise beyond certifications". Consequently the company's own Quality Management system calls for higher standards than what is specified in various 3rd party certifications.

In keeping with Industry requirements, the Company continues to be certified for the following certifications:

- ISO-14001:2004 (Environmental Management Systems)

- OHSAS 18001:2007 (Occupational Health and Safety)

- ISO 22000 (Food Safety Management System)

- BRC v6 ( Global Standard for Food Safety)

- SQF code- 7.2 (Safe Quality Food)

- Organic

- Kosher

- Halal

The Company also adheres to the highest levels of compliance with CT-PAT (Customs Trade Partnership against Terrorism) standards, which gives the company an advantage for smooth exports to US, our most important market.

32. CAUTIONARY STATEMENT

Statements in Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations may be "forward looking statements" within the meaning of applicable securities law and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to results include economic conditions affecting demand/ supply, price conditions in domestic and overseas markets in which the Company operates, competitive pressures in these markets, changes in government regulations, tax laws and other statutes and incidental factors.

33. ACKNOWLEDGEMENT

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

Date : May 13, 2015 Ashok Vasudevan

Place : Pune Chairman






Mar 31, 2014

The Members,

The Directors are pleased in presenting the Thirtieth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2014.

1. KEY FINANCIAL HIGHTLIGHTS (Rs. Lacs except per share data)

Highlights FY 2013-14 FY 2012-13

Revenue from operations 14,592.29 11,192.04

Profit before Depreciation, Interest and Tax 1,192.90 1,313.84

Profit after tax 432.88 632.56

Earnings per share (Rs./share - Basic and diluted) 16.84 24.62

Net Cashflow from Operations 2,345.62 (231.75)

Net Fixed Assets 6,415.28 4,413.86

Long term borrowings (excluding current portion) 2,387.36 2,911.03

Net worth 3,449.05 3,046.89

Net worth per share (Rs./share) 131.37 116.05 Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.46 4.46

Profit/ (Loss) transferred to Balance Sheet 1,820.00 1,417.84

2. FINANCIAL PERFORMANCE & OPERATIONS

Tasty Bite registered a healthy 30.4% Year-On-Year (YOY) growth with revenues of Rs 145.92 registered in the year 2013-14. Both business verticals - Consumer Business and Food Service Business grew at a robust rate.

Consumer Business (CB) comprises of sales of Tasty Bite branded products as well as Private Label brands. Currently, Tasty Bite''s Consumer Business (CB) is entirely from exports to the US, Canada, Australia, New Zealand and the UK. CB revenues grew 20.3% for the year, to Rs. 86.33 Crores against Rs. 71.81 Crores last year.

Tasty Bite Food Service (TFS) business comprises sales of products to leading Quick Service Restaurants (QSR''s) as well as to the HORECA (Hotels, Restaurants and Catering) sector. While efforts are underway to build an exports initiative for TFS, our current revenues of TFS come entirely from the domestic market. The Company registered an impressive growth of 50.6% to record revenues of Rs. 51.06 Crores against Rs. 33.89 Crores last year. This was achieved by strengthening the product portfolio with existing cutomers, as well as acquisition of new customers. Tasty Bite is now established as the ''supplier of choice'' to leaders in the Indian Food Service Industry.

Despite good revenue growth, a higher material consumption on account of heavy commodity inflation and changed business mix (domestic : export ratio) in the current year resulted in PAT for the year being at Rs. 4.32 Crores - 2.9% against 5.7% during the previous year.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2013-14.

The total dividend payout would involve a cash outgo of Rs. 30.72 lacs including dividend tax of Rs. 4.26 lacs.

Upon declaration by the members at the ensuing Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 29 August, 2014. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 29 August, 2014.

4. RESEARCH AND DEVELOPMENT

The Company continues to attach high importance to its R&D capabilities. As a strategic enabler to robust business, The Tasty Bite Research Center (TBRC) is located within the campus as a separate unit. TBRC continues to provide innovative products, both for export and domestic markets. TBRC''s research in Product, Process and Ingredient innovation through a combination of in-house expertise and global collaboration ensures that in the area of "Natural, Convenient and Specialty Foods" Tasty Bite is able to provide highest levels of "Great taste, Good value and Real Convenience" to its customers across the world.

5. FINANCE

Your Company continues to have stable long term funding and working capital funding in place.

Total long term borrowing (excluding current portion) stood at Rs. 23.80 Crores as on 31st March 2014 against Rs. 29.10 Crores as on 31st March 2013.

The Company continues to successfully honour repayment of ECBs as per agreed repayment schedule. As on March 31, 2014, the Company has completed 4 out of 8 quarterly repayment installments for ECB 1 amounting to US$ 0.65 Million. Balance US$ 0.65 Million shall be repaid by March 31, 2015. Likewise, 9 out of 20 installments have already been paid for ECB 2 amounting to US$ 0.45 Million. Balance US$ 0.55 Million shall be repaid by December 31, 2016.

The Company continues its relationship with Axis Bank Limited (Axis) and Ratnakar Bank Limited (RBL) for its working capital requirements of Rs. 15 crore and Rs. 2.5 crore respectively.

The Company has been regular in honouring all financial commitments with respect to its lenders.

During the year, interest on ECB 3 obtained from World Business Capital, USA got charged to the P&L Account for part of the year as a result of commercial commencement of new capital expenditure at the end of December 2013. In the previous year, this expenditure was part of capital costs, being pre-commencement costs.

ICRA Ltd. assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook and short term rating as ICRA A2 (pronounced as ICRA A two) to the Company.

6. CAPITAL EXPENDITURE

The Company has successfully completed its largest capital expenditure program involving capacity expansion for its frozen and sauces businesses. These are state-of-the-art, Hygienic Class 1 manufacturing facilities that will result in availability of sophisticated manufacturing for value added products. Total addition to the Gross Block stood at Rs. 32.93 Crores during the year. Total Net fixed assets as of 31st March 2014 stood at Rs. 64.15 Crores against Rs. 44.14 Crores as of 31st March 2013.

7. FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

8. DIRECTORS

Mr. Ashok Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

In compliance with the Companies Act, 2013, the following appointments of Independent Directors are placed before the Members of the Company proposing candidature of each of them for the office of Director.

- Mr. K. P. Balasubramaniam, Dr. V S Arunachalam and Mr. Kavas Patel for a term of five years from date of forthcoming AGM.

The information of these Directors as stipulated is given in the Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan during the year due to the absence of Mrs. Meera Vasudevan from India.

9. CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors'' confidence and maximization of long-term shareholders'' value. Accordingly, it has taken adequate steps to ensure that all provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your company has also obtained a certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this Report.

10. DELISTING OF EQUITY SHARES FROM REGIONAL STOCK EXCHANGES

In view of the fact that there has been no trading at any Regional Stock Exchange of Company''s shares, your Company has applied for delisting of its equity shares from The Calcutta Stock Exchange Limited and The Delhi Stock Exchange Limited during the year.

Your Company has provided related documents to these Regional Stock Exchanges for delisting. The process of delisting is expected to be completed smoothly.

11. STATUTORY AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company''s Auditors to hold

office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be in accordance with provisions of the Companies Act, 2013

12. COST AUDITOR

M/s. A. J. Paranjape & Company, Cost Auditors, Pune were appointed as Cost Auditors for FY 2014-15. Based on the Audit Committee recommendation, Board has approved the re-appointment of the firm for FY 2014-15, subject to ratification of their remuneration by the Members in forthcoming AGM.

13. SECRETARIAL AUDITOR

Mr. J N Mavji, Practicing Company Secretary, Pune is appointed as Secretarial Auditor for FY 2014-15. Based on the Audit Committee recommendation, Board has approved the appointment of Secretarial Auditor for FY 2014-15.

14. MANAGERIAL REMUNERATION FOR THE YEAR 2013-14

As referred in the Independent Auditor''s Report, the Company has sought approval of the Central Government for excess remuneration paid to the Managing Director for the year 2013-14 vide SRN C11217536 dated July 18, 2014. The remuneration was paid as per the approval accorded by the members in their meeting held on September 5, 2011. However, during the year, since the profits, as computed as per the Companies Act was inadequate, the overall remuneration exceeded the limit previously approved by the Central Government.

15. BORROWING & CREATION OF SECURITY

Approval of Members through Postal Ballot was obtained on February 2, 2012 for borrowing and creation of charges upto Rs. 75 crore to meet the working capital and capital expenditure requirements of the Company.

Pursuant to provisions of Section 180 of the Companies Act, 2013, approval of Members is sought afresh by way of Special Resolutions.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

(iii) that they have taken proper & 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;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

J. RELATED PARTY TRANSCATIONS

Note No 34 in Annual accounts sets out the nature of transactions with related parties. Transaction with related parties is carried out on arms length basis and details are tabled before Audit Committee. The transfer pricing is determined considering appropriate margin as prevalent in the industry.

K. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in The Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

L. INTERNAL COMPLAINTS COMMITTEE FORMED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your company places the highest levels of importance to people safety. Safety of all employees and all other persons while within the premises is of utmost importance to the Company. The Company has been practicing

safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee. The Committee''s mandate is to bring awareness about ensuring safe work place for women; receive and take appropriate decision on complaints, if any received from any woman. No complaints have been received during the year.

M. PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. Total personnel employed by the Company as on the date of this Report are 194 only.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

N. ACKNOWLEDGEMENT

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

May 8, 2014 Ashok Vasudevan Pune Chairman


Mar 31, 2013

To The Members,

The Directors are pleased in presenting the Twenty Ninth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. In lacs) Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Total Revenue 11,192.04 8,306.98*

Profit Before Depreciation, Interest & Tax 1,313.84 568.76

Interest 105.41 117.27

Depreciation 269.65 211.54

Profit (Loss) before Extraordinary Items 938.78 239.95

Extraordinary Item 8.37

Profit (Loss) before Tax 930.41 239.95

Provision for Taxation (291.97) (19.38)

Provision for Deferred Tax (5.88) (54.33)

Net Profit 632.56 166.24

Profit/(Deficit) in the statement of Profit & Loss 816.00 680.28 Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.46 4.26

Profit/ (Loss) transferred to Balance Sheet 1,417.84 816.00



*amount regrouped

FINANCIAL PERFORMANCE & OPERATIONS

The year 2012-13 has been a landmark year for your company. Total revenues crossed the Rs. 100 Cr mark during the year increasing 35% over the previous year to close the year at Rs. 112 Cr.

At operations level, the turnover for FY 12-13 was Rs. 105.7 Cr as against Rs. 78.1 Cr in previous F Y, an increase of 35%. Revenues from both exports and domestic market rose significantly. Exports increased by 22% to reach Rs. 71.6 Cr whereas domestic turnover grew 75% to Rs. 33.9 Cr in the current financial year.

Also, the Company got the benefits of volume leverage and productivity improvement as a result of operating efficiencies realized in the second half of the year.

Better results are largely attributable to increase in domestic customers coupled with increased product range and better margins. On export front also, the Company benefitted on account of consistent margins during the year due to forex gains. The effect was well reflected in the profits after tax which increased to Rs. 6.3 Cr from Rs. 1.6 Cr in previous year.

The expansion work relating to the domestic business is going on in full swing and it is expected to commission in the first half of the ensuing financial year.

DIVIDEND

The Board of Directors at their meeting held on May 8, 2013, recommended a final dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing AGM.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2012-13.

The total dividend payout would involve a cash outgo of Rs. 30.72 lacs including tax on dividend being borne by the Company.

Upon declaration by the members at the ensuing Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 30 August, 2013. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 30 August, 2013.

FINANCE

The Company continues its relationship with Axis Bank Limited (Axis) for its working capital requirements of Rs. 13 Cr. including LER limits of Rs. 3.5 Cr.

During the year, the Company availed credit facilities of Rs. 2.5 Cr from Ratnakar Bank Limited on account of closure of its facilities with Citibank N.A. (''Citibank''). Subsequently, the charge created on the assets of the Company in favour of Citibank has been satisfied on April 1, 2013.

During the year under review, the Company received approval from Reserve Bank of India to avail External Commercial Borrowing (ECB) of US$4.0 million from Worldbusiness Capital Inc., US to fund the expansion of its manufacturing facilities. As on March 31, 2013, the Company has fully drawn down the same.

As on March 31, 2013, the Company has completed repayment of five installments of USD 50,000 each towards the External Commercial Borrowing of USD 1 mn to its holding company Preferred Brands International Inc. Also, the Term Loan availed from Axis Bank Ltd., has been repaid in full during the year.

ICRA Ltd. assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook and short term rating as ICRA A2 (pronounced as ICRA A two) to Rs. 25 Cr credit line of the Company.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

Mrs. Meera Vasudevan and Mr. K P Balasubramaniam, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The information of these Directors retiring by rotation at the ensuing Annual General Meeting as stipulated under Clause 49 of the listing agreement is given in the Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan during the year due to the absence of Mrs. Meera Vasudevan from India.

CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors'' confidence, improve investors'' protection and maximize long-term shareholders'' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) that they have taken proper & 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;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company''s Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in The Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the company during 2012-13.

BY ORDER OF THE BOARD OF DIRECTORS OF TASTY BITE EATABLES LIMITED

Date:May 8, 2013 Ashok Vasudevan

Place: Pune Chairman


Mar 31, 2012

The Directors are pleased in presenting the Twenty Eighth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Year Ended Year Ended March 31, 2012 March 31, 2011

Total Revenue 8301.72 8286.61

Profit Before Depreciation, Interest & Tax 568.76 569.11

Interest 117.27 92.98

Depreciation 211.54 167.62

Profit (Loss) before Tax 239.95 308.51

Provision for Taxation (19.38) (103.12)

Provision for Deferred Tax (54.33) (16.61)

Net Profit 166.24 188.78

Profit/(Deficit) in the statement of Profit & Loss 680.28 522.02

Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.26 4.26

Profit/ (Loss) transferred to Balance Sheet 816.00 680.28

FINANCIAL PERFORMANCE & OPERATIONS

On an overall basis, your Company had increased revenues from operations by 1.77% from Rs. 76.96 Cr to Rs. 78.32 Cr. The export revenues have reduced slightly from Rs. 59.76 Cr to Rs. 58.85 Cr, showing a slight reduction of 1.5%; whereas domestic revenues grew from Rs. 17.06 Cr to Rs. 19.29 Cr, an increase of 13.07%. The reduction in the export revenue was on account of lower inventory norms at Preferred Brands International Inc., USA, the parent company which impacted shipments from the Company in the first half of 2011-12.

Cost of goods sold as a percentage to Revenues from operations reduced by 4% compared to the previous year mainly due to lower cost of goods sold and high revenue realization attributable to favourable exchange rate. Also, the Company got the benefits of operating efficiencies as a result of the capex implementation and various productivity improvement initiatives. Operating margins for 2011-12 were higher at 10% of revenues compared to 6% in the previous year.

Profit after tax has reduced as compared to last year mainly on account of foreign exchange losses booked due to mark-to-market adjustment of USD denominated borrowings and expiry of certain hedged forex positions during the year. These losses have offset the gains on exports made on account of the stronger dollar.

The Company intends to expand its manufacturing assets related to its sauces and frozen products business and has initiated a capital expansion for the same. This USD 6.6 Mn expansion is expected to be completed by December 2012.

The Department of Scientific and Industrial Research Centre (DSIR), Ministry of Science and Technology, Government of India has recognized Tasty Bite Research Centre as an 'In-house R&D facility' w.e.f. June 21, 2011.

DIVIDEND

The Board of Directors at their meeting held on May 30, 2012, have recommended a final dividend of Re. 1 per Equity Share (10% on the face value of Rs. 10 each) for the financial year 2011-2012.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2011-12.

The dividend payment would involve a cash outgo of Rs. 30.52 lacs including tax on dividend being borne by the Company.

Upon declaration by the members at the 28th Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 31 August, 2012. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 31 August, 2012.

FINANCE

The Company obtained consent of its shareholders by Postal Ballot for borrowing up to Rs. 75 Crores and for providing security up to Rs. 75 Crores, the results of which were declared on February 2, 2012.

The Company is utilizing increased Loan Equivalent Risk (LER) limits with Axis Bank Limited to the tune of Rs 3 Cr, which earlier was a part of its Cash Credit Limit. This step was taken as a risk mitigating measure in order to cover the forex exposure of the Company towards its imports & export liability arising out of high volatility in forex.

The Company has partly availed Term Loan of Rs. 7.75 Cr from Axis Bank Limited, Pune. As on March 31, 2012, Rs. 1.39 Cr is outstanding. The Company has utilized internal accruals for funding the capital expansion program.

The first installment of USD 50,000 towards repayment of External Commercial Borrowing of USD 1 Mn has started from end of March 2012. The repayment of the Term Loan availed from Axis Bank Ltd., has also started from May 2011.

The Company has applied to Reserve Bank of India to avail External Commercial Borrowing from World Business Capital Inc., US to fund the expansion of its facilities catering to domestic market. Required approval is awaited.

ICRA Ltd. assigned long term rating of LBBB (pronounced as L triple B) with a stable outlook and short term rating as A2 (pronounced as A two) to Rs. 25 Cr credit line of the Company (including unallocated / proposed limit of Rs. 8.25 Crore) vide their letter dated May 10, 2011.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

Mr. Ashok Vasudevan and Mr. Kavas Patel, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The information of these Directors retiring by rotation at the ensuing Annual General Meeting as stipulated under Clause 49 of the listing agreement is given in Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan on September 7, 2011 and January 24, 2012 during the absence of Mrs. Meera Vasudevan from India.

CORPORATE GOVERNANCE

Your Company places great emphasis on good Corporate Governance as an important step towards building investors' confidence, improve investors' protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed Along with proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) that they have taken proper & 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;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Directors wish to state that the observations referred in Point no. 4 of the Auditors' Report for the year ended on March 31, 2012 and Point no. 17 of the Annexure to the Auditors' Report are self explanatory and therefore do not call for further comments or elaboration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. Three year wage settlement has been signed with the Union.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

IMPLEMENTATION OF "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

The Company has continued its endeavour of implantation of the 'Green Initiative' taken by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to shareholders.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the company during 2011-12.

BY ORDER OF THE BOARD OF DIRECTORS

OF TASTY BITE EATABLES LIMITED

Date : May 30, 2012 Ravi Nigam Sohel Shikari

Place : Pune Managing Director Alternate Director

 
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