Notes to Accounts of Foods & Inns Ltd.

Mar 31, 2018

1. Corporate Information

Foods and Inns Limited (hereinafter referred as ‘FNI'' or ‘the Company'') is domiciled and incorporated in India and its shares are publically traded on the BSE Limited in India. The Company is engaged in business of processing and marketing fruit pulps, concentrates and spray dried fruit and vegetable powders both into domestic and international markets.

Authorization of standalone financial statements

The authorization of standalone financial statements (hereinafter referred as “Financial Statements”) of the Company for the year ended March 31, 2018 were authorised for issue by the Board of Directors at their meeting held on May 24, 2018.

5.1 On March 31, 2017, as the Company sold 55,119 Equity Shares of Dravya Finance Limited, the latter ceased to be the Company''s associate. The balance 6 Equity Shares are held by the Nominees of the Company. The above investments do not include the carrying amount of such investments since the same was written off in an earlier year with effect from that date.

5.2 On March 31, 2017, as the Company sold 24,794 Equity Shares of Asim Exports International Limited, the latter ceased to be the Company''s associate with effect from the said date.

5.3 On January 6, 2017 as the Company acquired 12,000 Equity Shares of Pharmpak Private Limited and accordingly, with effect from the said date, the latter became 100% Subsidiary of the Company. Accordingly, investments therein are reflected hereinabove.

5.4 During the year, Company has further acquired 3,50,000 Equity Shares of Finns Frozen Foods (India) Limited as on March 16, 2018.

2. Rights, preferences and restrictions :

I. The Company has only one class of shares referred to as Equity Shares having par value of Rs.10 Each holder of Equity Shares is entitled to one vote per share.

ii. During the year ended on March 31, 2018, the Company has issued 36,000 Equity Shares of Rs. 10 each at a premium of Rs.710 on conversion of share warrants of a director.

During the previous year ended on March 31, 2017, the Company has issued Equity Shares on a preferential basis resulting in increase in paid up Equity Share Capital and Securities Premium Account by Rs.15.49 Lakhs and Rs.11.82 Lakhs, respectively, the details of which are as under:

a. 1,00,000 Equity Shares of Rs.10 each at a premium of Rs.710

b. 16,500 Equity Shares of Rs.10 each at a premium of Rs.860

c. 38,402 Equity Shares of Rs.10 each at a premium of Rs.860 on conversion of interest-free unsecured loan of a director.

iii. The Company declares and pays dividend in Indian rupees. With effect from April 1, 2016, final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the coming Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company. Board of Directors, in their meeting held on May 24, 2018, has recommended final dividend of Rs.0.30 per equity share of face value of Rs.1 each for the year ended March 31, 2018.

iv. During the year ended March 31, 2017, the amount of per share dividend recognised as distribution to equity shareholders was Rs.3 per Equity Share of Rs.10 each. The dividend appropriation for the year ended March, 31 2017 amounted to Rs.49.26 Lakhs, including corporate dividend tax of Rs.10.13 Lakhs.

v. As on March 31, 2018, the Company has reserved for issue and allotment - 36,000 (As on March 31, 2017, 72,000) Equity Shares of Rs.10 each for outstanding Convertible Warrants (Refer Note 18.1).

vi. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

Description of the nature and purpose of Other Equity

Capital Reserve: Capital reserve represents capital surplus and not normally available for distribution as dividend. Capital Reserve amount represents amount transferred on forfeiture of equity shares during F.Y. 1987-1988

Securities Premium: Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act,2013.

General Reserve : The General Reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.

Retained Earnings: Retained Earnings are the profits that the Company has earned till date and is net of amount transferred to other reserves such as general reserves etc., amount distributed as dividends and adjustments on account of transition to Ind AS.

Cash flow Hedging Reserve: The Company has designated its hedging instruments obtained after April 01, 2016 as cash flow hedges and any effective portion of cash flow hedge is maintained in the said reserve. In case the hedging becomes ineffective the amount is recognised to the Statement of Profit and Loss.

18.1 During the previous year ended on March 31, 2017, the Company has issued Convertible Warrants (“Warrants”) on a preferential basis as under:

36.000 Warrants to a promoter against which it received a sum of Rs.64.80 Lakhs , being 25% of the price fixed against such Warrants. Each Warrant carries a right to convert the same into one Equity Share of Rs.10 each at a premium of Rs.710 each (calculated as per the Pricing Regulation prescribed in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009) over a period of 18 months from the date of allotment. In the event, the warrants are not converted into shares with in the said period, the Company is eligible to forfeit the amounts received towards the warrants.

36.000 Warrants to an another promoter against which it received a sum of Rs.78.30 Lakhs, being 25% of the price fixed against such Warrants. Each Warrant carries a right to convert the same into one Equity Share of '' 10 each at a premium of '' 850 each (calculated as per the Pricing Regulation prescribed in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009) over a period of 18 months from the date of allotment.

18.2 Represents amounts for allotment on a preferential basis - 36,000 (As at March 31, 2017, 1,16,500) and Nil (As at March 31, 2017, 38,402) Equity Shares of the face value of '' 10 each for the amounts received and for conversion of a specified loan, respectively. [Refer Note 17.2 (ii)]

22.1 Secured by way of hypothecation of inventory and book debts and charge on all the Property, Plant and Equipments excluding the assets financed out of the Term Loan.

Personal Guarantee:

i. Mr. Utsav Dhupelia, Managing Director and Shareholder till August 25,2016

ii. Mrs. Pallavi Dhupelia, Shareholder

22.2 Secured by way of hypothecation of inventory and book debts, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover, charge on Property, Plant and Equipments excluding the assets financed out of the Term Loan

Personal Guarantee:

i. Mr. Utsav Dhupelia, Managing Director and Shareholder till August 25,2016

ii. Mrs. Pallavi Dhupelia, Shareholder

22.3 For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers and its receivables.

22.4 Secured by way of collateral against pledge of Fixed Deposit of Rs.22.83 Lakhs (As at March 31, 2017, Rs.21.42 Lakhs) together with Interest Receivable of Rs.2.33 Lakhs (As at March 31, 2017, Rs.7.69 Lakhs and ast at April1, 2016, Rs.5.87 Lakhs) (Refer Note 12.1).

22.5 Details of short-term borrowings guaranteed by some of the directors or others:

32.1 Interest on Cash Credit Facilities / Buyers Credit is net of subsidy F.Y. 2017-2018 Rs.333.54 Lakhs (F.Y. 2016-2017 Rs.317.22 Lakhs) received under Interest Equalisation Scheme on pre-shipment and post-shipment credit.

32.2 Guarantee Commission F.Y. 2017-18 Rs.42.75 Lakhs (F.Y 2016-2017 Rs.53.44 Lakhs) paid/provided as due to a related party (Refer Note 39).

3. Disclosure as per Ind AS 17 on “Leases”:

As Lessee

The Company has entered into Operating Lease Agreements for office premises at Mumbai, Chennai and Ahmedabad,Guest house at Nashik and factory premise at Valsad, renewable on a periodic basis and cancellable at the Company''s option. Rental Expenses for operating leases recognised in the Statement of Profit and Loss for year ended March 31, 2018 is Rs.149.74 Lakhs (For the year ended March 31, 2017 Rs.145.55 Lakhs).

4. Employee Benefits

The Company has classified various employee benefits as under:

A. Defined Contribution Plans

The Company contributes to following funds which are considered as defined contribution plans

Provident Fund

Superannuation Fund

State Defined Contribution Plans

Employers'' Contribution to Employees'' State Insurance

Employers'' Contribution to Employees'' Pension Scheme 1995

The Provident Fund and the State Defined Contribution Plans are operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the LIC of India as applicable for all eligible employees. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognised by the Income Tax Authorities.

B. Defined Benefit Plans

Gratuity

Compensated Absences

Valuations in respect of above have been carried out by independent actuary, as at the balance sheet date, based on the following assumptions:

vi. The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.

vii. The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

viii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

Note on other risks:

Investment risk - The funds are invested by SBI Life Insurance Company Limited and they provide returns basis the prevalent bond yields, SBI Life Insurance Company Limited on an annual basis requests for contributions to the fund, while the contribution requested may not be on the same interest rate as the bond yields provided, basis the past experience it is low risk.

Interest Risk - SBI Life Insurance Company Limited does not provide market value of assets, rather maintains a running statement with interest rates declared annually - The fall in interest rate is not therefore offset by increase in value of Bonds, hence may pose a risk.

Longevity Risk - Since the gratuity payment happens at the retirement age of 58, longevity impact is very low at this age, hence this is a non-risk.

Salary risk - The liability is calculated taking into account the salary increases, basis past experience of the Company''s actual salary increases with the assumptions used, they are in line, hence this risk is low risk.

Note on Sensitivity Analysis

The Sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The Sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.

The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same as in the base liability calculation except for the parameters to be stressed.

There was no change in the method and assumptions used in preparing the sensitivity analysis from prior years.

5. Capital Management and Financial Risk Management Policy

A. Capital Management

For the purpose of the Company''s Capital Management, Capital includes issued Equity Capital and all Other Reserves attributable to the Equity shareholders of the Company. The Primary objective of the Company''s Capital Management is to maximise the shareholders'' value. The Company''s Capital Management objectives are to maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may be available in future so as to maximise shareholder''s value.

The Company''s capital requirement is mainly to fund its business expansion and repayment of borrowings. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets.

The Company has adhered to material externally imposed conditions relating to capital requirements and there has not been any delay or default during the period covered under these financial statements with respect to payment of principal and interest. No lender has raised any matter that may lead to breach of covenants stipulated in the underlying documents.

The Company is monitoring Capital using debt equity ratio as its base, which is debt to equity. The Company monitors capital using debt-equity ratio, which is total debt less investments divided by total equity.

Net debt (total borrowing net of cash and cash equivalents) divided by “Total equity” (as shown in the balance sheet).

B. Financial Risk Management and Policies

Risk is events, situation or circumstances which may lead to negative consequences on the Company''s business. Risk management is a structure approach to manage uncertainty. The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The risk management policy is approved by the Company''s Board. The Company''s principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations in select instances. The Company''s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations and investments. The company is exposed to market risk, credit risk, liquidity risk etc. The objective of the Company''s financing policy are to secure solvency, limit financial risks and optimise the cost of capital. The Company''s capital structure is managed using equity and debt ratios as part of the Company''s financial planning.

a. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risk comprises three types of risk : interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. The Company has designed risk management frame work to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

The above mentioned risks may affect the Company''s income and expenses, or the value of its financial instruments. The Company''s exposure to and management of these risks are explained below:

i. Foreign Currency Risk:

The company is subject to the risk that changes in foreign currency values impact the company export, import and other payables.

The company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US Dollar, Euro Singapore Dollars and Great Britain Pound.

The company manages currency exposures within prescribed limits, through use of derivative instruments such as Options, futures and Forward contracts etc. Foreign currency transactions are covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time.

ii. Forward foreign exchange contracts

It is the policy of the Company to enter into forward foreign exchange contracts to cover foreign currency payments in USD and Euro. The Company enters in to contracts with terms up to 360 days. The Company''s philosophy does not permit any speculative calls on the currency. It is driven by conservatism which guides that we follow conventional wisdom by use of Forward contracts in respect of Trade transactions.

Regulatory Requirements: The Company will alter its hedge strategy in relation to the prevailing regulatory framework and guidelines that may be issued by RBI, FEDAI or ISDA or other regulatory bodies from time to time. Forward cover is obtained from bank for each of the aggregated exposures and the Trade deal is booked. The forward cover deals are all backed by actual trade underlines and settlement of these contracts on maturity are by actual delivery of the hedged currency for settling the underline hedged trade transaction.

The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period

C. Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the company by failing to discharge its contractual obligations as agreed. The Company''s exposure to credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables. Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies. The companies exposure are continuously monitored.

In addition, the Company is exposes to credit risk in relation to financial guarantees given to banks for the facilities availed by subsidiary. The Company''s maximum exposures in this respect is the maximum amount the Company would have to pay if the guarantee is called upon.

The Company uses a provision matrix to determine impairment loss on portfolio of its Trade Receivables. The provision matrix is based on its historically observed default rates over the expected life of the Trade Receivable and is adjusted for forward-looking estimates. At every reporting date, the historically observed default rates are updated and changes in forward-looking estimates are analysed. The Company follows a simplified approach (i.e. based on life time ECL) for recognition of impairment loss allowances on trade receivables. For the purpose of measuring the life time ECL allowance for trade receivables, the Company uses a provision matrix which comprises a customer spread across the geographical areas and the same are grouped into homogenous group and assessed for impairment collectively. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

D. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value The company maintains a cautious liquidity strategy, with a positive cash balance throughout the year. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. Cash flow from operating activities provides the funds to service and finance the financial liabilities. The Company''s approach for managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Company''s reputation. In addition, processes and policies related to such risks are overseen by the senior management. The management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below provides details regarding the remaining contractual maturities of Company''s financial liabilities at the reporting date based on contractual undiscounted payments.:

Financing arrangement

The Company has sufficient sanctioned line of credit from its bankers / financiers; commensurate to its business requirements. The Company reviews its line of credit available with bankers and lenders from time to time to ensure that at all point of time there is sufficient availability of line of credit.

The Company pays special attention to the net operating working capital invested in the business. In this regard, as in previous years, considerable work has been performed to control and reduce collection periods for trade and other receivables, as well as to optimise accounts payable with the support of banking arrangements to mobilise funds.

6. Financial Instruments

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation

i. The fair values of investment in government securities and quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

ii. The fair values of investments in mutual fund units is based on the net asset value (‘NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

iii. The fair value of Forward Foreign Exchange contracts is determined using forward exchange rates at the balance sheet date

iv. The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

v. The fair values for long term loans, long term security deposits given and remaining non current financial assets were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

vi The fair values of long term security deposits taken and non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

Fair Value measurement hierarchy

The fair value of financial instruments as referred below have been classified into three categories depending on the inputs used in the valuation technique.

The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

Level 1: Unadjusted quoted prices for identical instruments in an active market;

Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances on account of trade receivable, trade payable, other receivable, other payable and interest receivable on loan at the year end are unsecured and settlement occurs in cash.

7. Disclosure as per Ind As 108 on “Segment Reporting”:

In accordance with Ind AS 108 on Operating Segments information has been given in the Consolidated Financial Statement of the Company and therefore no separate disclosure on Segment information is given in the Standalone financial Statements.

8. The Company is entitled to Export Benefits, under Merchandise Exports from India Scheme (MEIS) vide Public Notice No.2/2015-20 dated April 1, 2015, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognises such Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefits of Rs.1,074.94 Lakhs (For the year ended March 31, 2017 Rs.836.05 Lakhs) on export of goods.

a. Property, Plant and Equipment

As on March 31, 2016, the carrying amount of Land and Building at Deonar, Mumbai under Property, Plant and Equipment (PPE) included '' 917.42 lakhs On account of revaluation thereof. Under the previous GAAP, as specified by Accounting Standard 10, as revised, on “Property, Plant and Equipment”, in the financial year 2016-17, with effect from April 1, 2016, the said revaluation amount in the carrying amount of Land and Building at Deonar, Mumbai was adjusted against outstanding amount of Revaluation Reserve .Under Ind AS, in terms of Para D7AA of Ind AS 101 on “First-time Adoption of Indian Accounting Standards”, the Company has adopted the carrying value of its PPE as on the transition date as its deemed cost; in other words, the carrying value on the transition date, as on April 1, 2016, is nothing but the carrying value of PPE as on March 31, 2016, which would include the revaluation amount for Land and Building at Deonar, Mumbai. Therefore, to arrive at the deemed cost under Ind AS as on April 1, 2016, the adjustment of revaluation done under the previous GAAP {that is, under AS 10 (Revised)} is restored to its revalued amount and Revaluation Reserve is accordingly restored. Also, depreciation in respect of such revalued amounts under Ind AS for the year ended March 31, 2017 and thereafter is accordingly reflected. Further, the effect of Deferred Tax for such adjustment for revaluation is also given.

b. Trade Receivable

Under the IGAAP, the Company has created provision for impairment of receivables consisting specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on Expected Credit Loss Model (ECL) which has led to an increase in the amount of provision as on the date of transition.

c. Provision for Sales return

Revenue is recognised net of such provision for Sales Return and consequently related costs of such goods are reflected in Inventories.

d. Current Investment

Under previous GAAP, current investments were measured at lower of cost or fair value. Under Ind AS, these financial assets are classified as Fair Value Through Profit and Loss and the changes in fair value are recognised in statement of profit and loss. Thus, On the transition date, these financial assets have been measured at their fair value.

e. Derivative Instruments - Forward contracts

Under previous GAAP, there is concept of deferred premium/discount which is recognised based on difference between spot rate and forward rate and amortised over the tenure of the forward contract. Under Ind AS, forward contract is required to accounted at fair value. Accordingly, the Company has reversed deferred premium outstanding in the books of accounts.

f. Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting.

g. Non-Current Investments/ Investments in Other Companies

Under previous GAAP, non current investment in equity instruments of other companies were measured at cost less provision for diminution. Under Ind AS, the Company has recognised such investments at FVTOCI through irrevocable option. On the date of transition to Ind AS, the difference between the fair value of Non Current Investments as per Ind AS and their corresponding carrying amount as per financial statements prepared under previous GAAP, has resulted in decrease in the carrying amount of these investments which has been recognised in retained earnings.

h. Transaction Cost/ Borrowing Cost

Transaction cost are defined as incremental costs that are directly attributable to the acquisition, issue or disposal of a financial assets and financial liability. As per Ind AS transaction costs in case of financial assets, measured at amortised cost and FVTOCI are shown net of such asset. Similarly in case of financial liabilities, measured through amortised cost transaction costs are deducted from it and shown net of such liabilities.

i. Loan to employees

The Company has given interest free loans to some of its employees. As per Ind AS employee loans should be measured at fair value on initial recognition with a subsequent decrease in the amount of employee loan. The fair value is determined using the present value method using discount rate which is the market borrowing rate. The Company will accrue interest income at the effective interest rate (discount rate) over the term of the loan. The difference between the loan amount and its fair value is charged to the Statement of Profit and Loss as “Employee Benefit Expenses”.

j. Subsidy Received

Under previous GAAP, Subsidy received were presented as a part of capital reserve under reserves and surplus. However as per Ind AS 20, every subsidy is to be treated as a Deferred Income and accordingly the same has been shown in the Statement of Profit and loss Account for the year ended March 31, 2017

k. Defined Benefit Plans

Under previous GAAP, actuarial gains and losses were recognised in Statement of Profit and Loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/ asset which is recognised in Other Comprehensive Income. Consequently, the tax effect of the same has also been recognised in other comprehensive income under Ind AS instead of profit or loss.

l. Amortisation of Security Deposit

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the company has fair valued these security deposits under Ind AS and the difference between the fair value and the transaction value of the security deposit has been recognised as prepaid rent.

m. Prior Period Errors.

As per Ind AS 8 prior period error shall be corrected by retrospective restatement except to the extent that it is impracticable to determine either the period-specific effects or the cumulative effect of the error. On the date of transition, Prior period error existing in the statement of profit and loss for the year ended March 31, 2017 is adjusted through Retained earnings as on April 1, 2016.

n. Deferred Tax

The previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using balance sheet approach which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Various transitional adjustments has resulted in recognition of temporary differences.

o. Sale of Goods

Under IGAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty.

9. Non Current assets held for sale

During the year Company has identified its Land & building situated at Deonar, Sion Trombay Road as a non-core asset and categorised it as asset held for sale. The factory operations of the said unit were closed down in calendar year 2015.

10. Impact of implementation of Goods and Services Tax (GST) on the financial statements

In accordance with Ind AS 18 on “Revenue” and Schedule III to the Companies Act, 2013, Sales for the previous year ended March 31, 2017 and for the period April 01, 2017 to June 30, 2017 were reported gross of Excise duty and net of Value Added tax (VAT). Excise duty was reported as a separate expense line item. Consequent to the introduction of Goods and Service Tax (GST) with effect from July 01, 2017, VAT, Excise duty etc have been subsumed into GST and accordingly the same is not recognised as part of sales as per requirements of Ind AS 18. This has resulted in lower reported sales in the current year in comparison to the sales reported under the pre-GST structure of indirect taxes. With the change in structure of indirect taxes, expenses are also being reported net of taxes. Accordingly, Financial statements for the year ended March 31, 2018 and in particular, sales, absolute expenses, elements of working capital (inventories, trade payable, other current assets/ current liabilities etc) and ratios in percentage of sales, are not comparable with the figures of the previous year.

11. Ind AS issued but not yet effective

Ministry of Corporate Affairs (“MCA”) through the Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs :

Ind AS 115- Revenue from Contract with Customers

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity''s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch -up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21 : The Effects of Changes in Foreign Exchange Rates

Appendix B to Ind AS 21, Foreign Currency Transactions and Advance Consideration is inserted to clarify the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The Appendix explains that the date of the transaction, for the purpose of determining the exchange rate, to use on the initial recognition of the related asset, expense or income (or part of it) is the date on which the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration.

If there are multiple payments or receipts in advance, the date of the transaction is determined for each payment or receipt of advance consideration.

The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on its financial statements and the impact is not material.

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Mar 31, 2016

1. Rights, preferences and restrictions :

i. The Company has only one class of shares referred to as Equity Shares having par value of Rs.10 Each holder of Equity Shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors, in their meeting on May 28, 2016, proposed a final dividend of Rs.2.50 per equity share of Rs.10 each. The total dividend appropriation for the year ended March 31, 2016 amounted to Rs.43,66,107 including corporate dividend tax of Rs.7,38,507.

During the year ended March 31, 2015, the amount of per share dividend recognized as distribution to equity shareholders was Rs.2.50 per equity share of Rs.10 each. The dividend appropriation for the year ended March, 31 2015 amounted to Rs. 42,55,320 including corporate dividend tax of Rs.6,27,720.

ii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

2. Deferred Tax Liabilities (DTL) for the year is arrived at after reversal of Net Deferred Tax Assets of Rs.3,03,53,842 (Previous Year Rs.7,96,108) relating to prior period.

3. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Packing Materials, etc. meant for other than export, a charge over the entire current assets of the Company including domestic receivables or book debts, both present and future. All the above Loans including from the Banks are also secured by a personal Guarantee of Mr. Utsav Dhupelia(Managing Director and a Shareholder) and Mrs. Pallavi Dhupelia (Shareholder), and charge on all the Fixed Assets excluding the assets financed out of the Term Loan.

4. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Cans, etc. meant for export, a charge over the entire current assets of the Company including export receivables/ book debts, both present and future, and stores and spares, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover, charge on all Fixed Assets excluding the assets financed out of the Term Loan and also secured by a personal Guarantee of Mr. Utsav Dhupelia(Managing Director and a Shareholder) and Mrs. Pallavi Dhupelia (Shareholder).

5. For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers and its receivables.

6. Secured by way of collateral against pledge of Fixed Deposit of Rs.13,72,692 (Previous Year Rs.13,72,692) (Refer Note 18.1).

7. Gross Block includes the following amounts on account of Revaluation of assets at Deonar, Mumbai:

- Land Rs.8,00,20,550 {Previous year Rs. 8,00,20,550)

- Factory Building Rs. 1,57,27,907 {Previous year Rs. 1,57,27,907)

-Administrative Building Rs. 1,09,30,926 (Previous year Rs. 1,09,30,926)

- For other disclosures on revaluation of Fixed Assets - Refer Note 31 {a)

8. For the year ended March 31,2015 - Effective from April 1, 2014,the Company has provided depreciation on its tangible Fixed Assets as per the useful lives as specified in Schedule II to the Companies Act,2013. Accordingly, in respect of the tangible Fixed Assets as on April 1, 2014, the carrying amount, net of residual value, as on that date has been depreciated over the revised remaining useful lives of the assets. As a result, the charge for depreciation for the year ended March 31, 2015 is higher by Rs. 3,40,04,255 {including depreciation of Rs. 36,280 on Revalued assets). Further, in view of the Notification No. GSR 627(E) of August 29,2014 amending Schedule II, on the basis of option available, the Company has now decided to charge the carrying amount of assets, after retaining residual value, in cases where the remaining useful life has been completed as on April 1,2014 by way of depreciation to the Statement of Profit and Loss and accordingly, the sum of Rs. 1,68,38,512 is included in depreciation for the year ended March 31,2015.

9. Based on the policy of Component Accounting adopted by the Company with effect from April 1, 2015,there is no additional or otherwise impact on the depreciation for the year.

10. During the year, the Company closed its operations at Chem bur factory w.e.f. December 30,2015.Based on the assessment of Fair Market Value (FMV) of the assets of the Chembur factory, which cannot be relocated, the impairment of Rs. 5,26,807 is made in terms of the requirement under Accounting Standard 28 on “Impairment of Assets”.

11. During the year, the Company has taken on Lease Plant and Machinery of Rs.2,45,40,000 from Finns Frozen Foods {I) Limited {an associate) which was later on purchased from it at Rs. 2,35,09,184.

12. Figures given in brackets above are for the previous year.

13. On March 30, 2015, as the Company sold 1,44,875 Equity Shares of Dravya, the latter ceased to be the Company''s subsidiary; with the balance holding of 55,125 Equity Shares, with effect from March 31, 2015, Dravya has become an associate of the Company. The above does not include the carrying amount of such investments since the same was written off in an earlier year.

14. On March 30, 2015, as the Company sold 25,200 Equity Shares of Asim Exports International Limited, an another subsidiary (“Asim”), the latter ceased to be the Company''s subsidiary with the balance holding of 27,794 Equity Shares, with effect from March 31, 2015, Asim too became the Company''s associate. Accordingly, investments therein are reflected herein above.

15. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961, on October 16, 1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department was over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specified in the Act. Subsequently, on June 12, 2007, the Company made an application to the Special Court for giving specific directions in this regard, for which on the basis of the order received during the year ended March 31,2015, the said shares were released.

16. Other Loans and Advances are in the nature of Advances recoverable in cash or in kind or for the value to be received which include Prepaid expenses.

17. Other Loans and Advances are in the nature of Advances recoverable in cash or in kind or for the value to be received which include Advances to Suppliers, Prepaid expenses and Advances to Employees for expenses.

18. The Company is entitled to Export Benefits, under Merchandise Exports from India Scheme (MEIS) vide Public Notice No.2/2015-20 dated April 1, 2015, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognizes such Export Benefits on the basis of export of goods. Accordingly, the Company has recognized Export benefits of Rs.9,91,00,411 (Previous Year Rs.9,78,50,657) on export of goods.

19. Interest on Cash Credit Facilities / Buyers Credit is net of subsidy of Rs.1,99,94,578 (Previous Year Rs. Nil) received under Interest Equalization Scheme on pre-shipment and post-shipment credit.

20. Guarantee Commission of Rs.65,67,000 (Previous Year Rs.53,17,500) paid/provided as due to a related party (Refer Note 35).

21. Brokerage on Fund Arrangements Rs.15,411 (Previous Year Rs.17,205) paid/provided as due to a related party (Refer Note 35).

22. Warehousing charges mainly include duties, local transport charges, contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

* Export obligations against the advance license of Rs.6,73,32,644 (Previous Year Rs.4,38,87,698) have already been fulfilled by the Company. However, procedural formalities for the closure of the Advance Licenses are pending.

** Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme (“EPCG”) of Rs.2,68,10,759 (Previous Year Rs.2,41,39,264) have already been fulfilled by the Company, However, procedural formalities for the closure of the EPCG Licenses are pending.

23. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs.10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

Amount of depreciation on the revaluation of Fixed Assets amounting to Rs.23,52,024 (Previous Year Rs.23,45,597), is withdrawn and transferred to General Reserve and the same is reflected under Note 3 on “Reserves and Surplus”.

24. Investments include a sum of Rs.2,40,00,000 (Previous Year Rs.2,40,00,000) invested in Finns Frozen Foods(I)Limited (“Finns”), an associate. The Company has given a deposit of Rs.3,00,00,000 (Previous Year Rs.3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company had purchased Frozen Fruit Pulp, Vegetables, Packing Materials and has also incurred Cold Storage and Processing charges amounting to Rs.3,95,39,353 (Previous Year Rs.5,37,13,601) and Purchase of Machineries amounting Rs.2,35,09,184 (Previous Year Rs. Nil). The Company has also sold Raw materials, Packing material and Finished Goods aggregating to Rs.8,05,87,737 (Previous Year Rs.27,19,835). On account of all such transactions, the net amount due from Finns is Rs.4,25,75,833 (Previous Year Rs.5,38,48,199) and the same is reflected as ‘Loans and Advances to Related Parties'' under Note 19 on “Short-term Loans and Advances”.

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments.

During the year ended March 31, 2015, the Company had entered into an agreement with Finns for job processing of frozen products for its export and domestic orders in line with the approval of the Board of Directors at its meeting held on February 14, 2015. Further, the Board has reviewed from time to time, the working of Finns, based thereon and considering the amounts received during the year, it has decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2016.

25. The Company has called for balance confirmations from Trade Receivables and Trade Payables. It has received a few of the confirmations which have been reconciled with the records of the Company. The other balances have been taken as per the records of the Company. Similarly certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

The estimate of future salary increases considered in actuarial valuation takes into account the general trend in inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held and historical results of the return on plan assets.

26. Disclosure as per Accounting Standard 17 on “Segment Reporting”:

27.Primary Segment:

The Company is exclusively engaged in the business of “Food Products”. This in the context of AS 17 “Segment Reporting”, notified under the Companies (Accounting Standard) Rules, 2006, constitutes only single primary segment.

The segment revenue in geographical segments considered for disclosure is as follows:

i Revenue within India includes sales to customers located within India, Other Operating Income and Other Income earned in India.

ii Revenue outside India includes sales to customers located outside India, Other Operating Income and Other Income outside India.

i. * Refer Note 11.5

ii. **Outstanding balance is arrived at after considering transactions with the related parties for purchase, sales, services, etc., as also advances and/or payments made/received on their behalf and/or payments made/received on the Company''s behalf.

iii. ***Corporate Guarantee given to a Bank against the credit facilities extended to the Associate Company which is Contingent Liability.

iv. Figures given in brackets above are for the previous year.

b. Relationships:

I. Subsidiary:

i. Dravya Finance Limited up to March 30, 2015

ii. Asim Exports International Limited up to March 30, 2015

iii. FNI Asia PTE Limited

II. Associates:

i. Finns Frozen Foods (India) Limited

ii. Dravya Finance Limited with effect from March 31, 2015

iii. Asim Exports International Limited with effect from March 31, 2015

III. Key Managerial Personnel:

i. Mr.Utsav Dhupelia

ii. Mr.Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs.Pallavi Dhupelia

ii. Mr.Bhupen Dalal

V. Entities over which Key Managerial Personnel and Relatives of Key Managerial Personnel have control:

i. Muller & Phipps (India) Limited

ii. Western Press Private Limited

iii. Western Securities - A Division of Western Press Private Limited

iv. First Overseas Capital Limited

28. Disclosure as per Accounting Standard 19 on “Leases”:

The Company has entered into Operating Lease Agreements for office premises at Mumbai, Chennai and Ahmedabad,Guest house at Nashik and factory premise at Bulsar, renewable on a periodic basis and cancellable at the Company''s option. Rental Expenses for operating leases recognized in the Statement of Profit and Loss for the year is Rs.1,27,50,584 (Previous Year Rs.1,25,92,900).

a. Forward Contract of USD 2,28,71,437 (Previous Year USD 91,99,731) and Euro 39,60,391 (Previous Year Euro Nil), Packing Credit in foreign currency of USD 10,04,145 (Previous Year USD 18,22,106), Customer Advances of USD 5,52,875 (Previous Year USD 20,03,513) availed on future export sales of firm commitments against forecast transactions, are outstanding as on March 31, 2016.

b. The notional mark to market loss for the year ended as at March 31, 2016 amounting to Rs.NIL (Previous Year Rs.42,74,651) has been debited in the Statement of Profit and Loss.

29. Previous Year''s figures, wherever necessary, have been regrouped/reclassified to conform to the current year''s presentation. Figures in brackets unless specified, represent previous year''s figures.

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Mar 31, 2015

1. Rights, preferences and restrictions :

i. The Company has only one class of shares referred to as Equity Shares having par value of Rs. 10 Each holder of Equity Shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors, in their meeting on May 25, 2015, proposed a final dividend of Rs. 2.50 per equity share of Rs. 10 each. The total dividend appropriation for the year ended March 31, 2015 amounted to Rs. 42,55,320 including corporate dividend tax of Rs. 6,27,720.

During the year ended March 31, 2014, the amount of per share dividend recognised as distribution to equity shareholders was Rs.1.80 per equity share of Rs.10 each. The dividend appropriation for the year ended March, 31 2014 amounted to Rs. 30,55,760 including corporate dividend tax of Rs. 4,43,888.

iii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

2. The Company has carried forward business losses and unabsorbed depreciation as at the Balance Sheet date. Based on the confirmed export orders, the Company is virtually certain that there would be sufficient taxable income in future against which the deferred tax asset can be realised.

3. Deferred Tax Liabilities (DTL) for the year is arrived at after DTL of Rs. 7,96,108 (Previous Year Rs. NIL) relating to prior period.

4. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods and Packing Materials. All the above Loans including from the Banks are also secured by a personal Guarantee of one Director, a Shareholder and an individual (by one consortium bank) and charge on all the Fixed Assets and Current Assets including book debts of the Company, both present and future.

5. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Cans, etc. meant for export, a charge over the entire current assets of the Company including receivables/ book debts, both present and future, and stores and spares, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover.

6. For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers.

7. Secured by way of collateral against pledge of Fixed Deposit of Rs. 13,72,692 (Previous Year Rs. 12,70,862) (Refer Note 18.1).

8. The above does not include the carrying amount of investments in 55,125 (2,00,000) equity shares of Rs. 10 par value fully paid of Dravya Finance Limited, associate (which was subsidiary of the Company upto March 30, 2015), since the same was written off in an earlier year.

9. During the year the Company has sold 25,200 shares of Asim Exports International Limited by which the Company ceased to be a subsidiary and has become an Associate. Accordingly, investments therein is reflected herein above.

10. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961, on October 16, 1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specified in the Act. Subsequently, on June 12, 2007, the Company made an application to the Special Court for giving specific directions in this regard, for which on the basis of the order received during the year, the said shares have been released.

11. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15/2004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognises such Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefits of Rs. 9,78,50,657 (Previous Year Rs. 9,87,51,758) on export of goods.

12. Guarantee Commission of Rs. 53,17,500 (Previous Year Rs. 52,62,500) paid/provided as due to a related party (Refer Note 35).

13. Brokerage on Fund Arrangements Rs. 17,205 (Previous Year Rs. 6,96,495) paid/provided as due to a related party (Refer Note 35).

14. Overseas warehousing charges of Rs. 7,81,23,844 (Previous Year Rs. 6,78,00,528) as reflected under Note 28 on "Other Expenses" includes duties, local transport charges, contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

15. Contingent Liabilities and Commitments

A. Contingent Liabilities

a. Claims against the Company not acknowledged as debt

Particulars As at As at March 31, 2015 March 31,2014 Rs. Rs.

Provision has not been made for Interest for delayed payment of due to a director NIL 7,14,372 notified under the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised

b. Guarantees

Corporate Guarantees given to a Bank against the Credit facilities extended to an 11,70,00,000 11,70,00,000 associate company

c. Others

i Income-tax matters under appeal 14,72,565 2,43,40,773 [Amount deposited Rs. 51,97,172 (Previous Year Rs.1,33,99,997)]

ii Service Tax matters under appeal 3,96,978 3,96,978

B. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for:

Particulars As at As at March 31,2015 March 31, 2014 Rs. Rs.

Estimated amount remaining to be executed on Capital Account 2,74,26,367 1,57,04,751

Less: Advances paid 1,01,51,765 11,63,675

Net Amount 1,72,74,602 1,45,41,076

b. Others

i. Quantum of Export Obligationof Packing Materials with 20% value addition against Advance 2,53,91,434 3,66,17,194 licences- Duty saved * **

ii. Export obligations of Rs. 8,91,09,335(Previous Year Rs. 8,08,11,726) against EPCG 1,17,04,223 1,03,21,288 Licenses utilised for purchase of Fixed Assets but not yet nstalled - Duty saved

* Export obligations against the advance licence of Rs. 4,38,87,698 (Previous Year Rs. 3,53,01,040) have already been fulfilled by the Company. However, procedural formalities for the closure of the Advance Licences are pending.

** Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs. 2,41,39,264(Previous Year Rs. 3,39,91,815) have already been fulfilled by the Company, However, procedural formalities for the closure of the EPCG Licenses are pending.

16. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

As per the Guidance Note on "Treatment on General Reserve on Revaluation of Fixed Assets" issued by the Institute of Chartered Accountants of India (ICAI), for the year ended March 31,2014, the amount of depreciation of Rs. 8,90,410 on revalued portion of Fixed Assets, is transferred to the Statement of Profit and Loss. However, for the year ended March 31, 2015, as suggested in the Application Guide on the Provisions of Schedule II to the Companies Act, 2013 issued by ICAI, the amount of depreciation on the, revaluation amounting to Rs. 23,45,597, is withdrawn and transferred to General Reserve and the same is reflected under Note 3 on "Reserves and Surplus".

17. Investments include a sum of Rs. 2,40,00,000 (Previous Year Rs. 2,40,00,000) invested in Finns Frozen Foods(I)Limited ("Finns"), an associate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Year Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company had purchased Frozen Fruit Pulp, Vegetables, Packing Materials and has also incurred Cold Storage and Processing charges amounting to Rs. 5,37,13,601 (Previous Year Rs. 6,27,98,262) and Purchase of Machineries amounting Rs. Nil (Previous Year Rs. 2,58,79,042). During the year, the Company has also sold Raw materials, Packing material and Finished Goods aggregating to Rs. 27,19,835 (Previous Year Rs. 2,26,36,293). On account of all such transactions, the net amount due from Finns is Rs. 5,38,48,199 (Previous Year Rs. 10,56,32,493) and the same is reflected as 'Loans and Advances to Related Parties' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns,the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns,the Board of Directors of the Company perceived the diminution in the value of investments as temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns,as diminution in the value of investments.

During the year, the Company had entered into an agreement with Finns for job processing of frozen products for its export and domestic orders in line with the approval of the Board of Directors at its meeting held on February 14, 2015. Further, the Board has reviewed from time to time, the working of Finns, based thereon and considering the amounts received during the year, it has decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2015.

18. The Company has called for balance confirmations from Trade Receivables and Trade Payables. It has received a few of the confirmations which have been reconciled with the records of the Company. The other balances have been taken as per the records of the Company. Similarly certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

19. Disclosure as per Accounting Standard 17 on "Segment Reporting":

a. Primary Segment:

The Company is exclusively engaged in the business of "Food Products". This in the context of AS 17 "Segment Reporting", notified under the Companies (Accounting Standard) Rules, 2006, constitutes only single primary segment.

b. Relationships:

I. Subsidiaries:

i. Dravya Finance Limited upto March 30, 2015

ii. Asim Exports International Limited upto March 30, 2015

iii. FNI Asia PTE Limited

II. Associates:

i. Finns Frozen Foods (India) Limited

ii. Dravya Finance Limited with effect from March 31,2015

iii. Asim Exports International Limited with effect from March 31, 2015

III. Key Managerial Personnel:

i. Mr.Utsav Dhupelia

ii. Mr.Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs.Pallavi Dhupelia

ii. Mr.Bhupen Dalal

V. Entities over which Key Managerial Personnel and Relatives of Key Managerial Personnel have control:

i. Muller & Phipps (India) Limited

ii. Western Press Private Limited

iii. Western Securities - A Division of Western Press Private Limited

iv. First Overseas Capital Limited

c. The notional mark to market loss for the year ended as at March 31, 2015 amounting to Rs. 42,74,651 (Previous Year Rs. 62,98,002) has been debited in the Statement of Profit and Loss.

20. Previous Year's figures, wherever necessary, have been regrouped/reclassified to conform to the current year's presentation. Figures in bractets unless specified, represent previous year's figures.

---

Mar 31, 2014

1. Rights, preferences and restrictions :

i. The Company has only one class of shares referred to as Equity Shares having par value of Rs. 10 Each holder of Equity Shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors, in their meeting on May 17, 2014, proposed a final dividend of Rs. 1.80 per equity share of Rs. 10 each. The total dividend appropriation for the year ended March 31, 2014 amounted to Rs. 30,55,760 including corporate dividend tax of Rs. 4,43,888. For the year ended March 31,2013, the Company has paid dividend of Rs. 1 per equity share of Rs. 10 each.

iii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

2. For the year ended March 31,2013, pursuant to Section 205A (3) of the Companies Act, 1956 and the Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Company, out of the balance of Rs. 20,99,20,967 in General Reserve (created by the transfer of profits in earlier years), transferred Rs. 16,97,644 to Surplus and had accordingly, proposed dividend out of the accumulated profits of the previous years.

3. The above reflect non-current portion of the related borrowings and the current portion thereof is reflected in Note 9 on "Other Current Liabilities".

4. The Company has carried forward business losses and unabsorbed depreciation as at the Balance Sheet date. Based on the confirmed export orders, the Company is virtually certain that there would be sufficient taxable income in future against which the deferred tax asset can be realised.

5. Deferred Tax Liabilities (DTL) for the year is arrived at after reversal of DTL of Rs. Nil (Previous Year Rs. 5,47,523) relating to prior period.

6. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods and Packing Materials. All the above Loans including from the Banks are also secured by a personal Guarantee of one Director, a Shareholder and an individual (by one consortium bank) and charge on all the Fixed Assets and Current Assets including book debts of the Company, both present and future.

7. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Cans, etc. meant for export, a charge over the entire current assets of the Company including receivables/ book debts, both present and future, and stores and spares, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover.

8. For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers.

9. Secured by way of collateral against pledge of Fixed Deposit of Rs. 12,70,862 (Previous Year Rs. 12,70,862) [Refer Note 18.1].

10. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act,1961, on October 16,1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specified in the Act. Subsequently, on June 12, 2007, the Company made an application to the Special Court for giving specific directions in this regard, the response of which is awaited.

11. Hitherto,Current Investments were stated at cost. During the year, as required by Accounting Standard 13 on "Accounting for Investments", the Company has changed its policy to state the Current Investments at the lower of cost and fair value. Due to this change, profit for the year and the carried balance of Current Investments is lower by Rs.2,25,000.

12. Of the above, Fixed Deposit of Rs. 12,70,862 (Previous Year Rs. 12,70,862) are secured by way of collateral against secured loan taken from banks [Refer Note 7.4].

13. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15/2004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognises such Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefits of Rs. 9,87,51,758 (Previous Year Rs. 8,75,65,285) on export of goods.

14. Guarantee Commission of Rs. 52,62,500 (Previous Year Rs. 51,43,000) paid/provided as due to a related party [Refer Note 35].

15. Brokerage on Fund Arrangements Rs. 6,96,495 (Previous Year Rs. 8,31,888) paid/provided as due to a related party [Refer Note 35].

16. Contingent Liabilities and Commitments

A. Contingent Liabilities

a. Claims against the Company not acknowledged as debt

Particulars As at As at March 31, 2014 March 31, 2013 Rs. Rs.

Provision has not been made for Interest for delayed payment of due to a director notified under 7,14,372 7,14,372 the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised.

b. Guarantees

Corporate Guarantees given to a Bank against the Credit facilities extended to an 11,70,00,000 11,70,00,000

associate company

c. Others

i. Income-tax matters under appeal

* Assessment Year 2007-2008 5,17,721 5,17,721

* Assessment Year 2009-2010 2,25,036 2,25,036

* Assessment Year 2010-2011 2,28,68,208 2,28,68,208 [Amount deposited Rs. 82,02,825 (Previous Year Rs. 82,02,825)]

* Assessment Year 2011-2012 7,29,808 7,29,808 [Amount deposited Rs. 51,97,172 (Previous Year Rs. 51,97,172)]

ii. Service Tax matters under appeal (Accounting Years 2004-05 to 2007-08) 3,96,978 3,96,978

iii. Sales Tax matter under appeal (Accounting Year 2012-2013) paid there against Rs. 60,40,500 NIL 2,14,61,834 (Previous Year Rs. NIL)

B. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for :

Particulars As at As at March 31, 2014 March 31, 2013 Rs. Rs.

Estimated amount remaining to be executed on Capital Account 1,57,04,751 5,15,46,572

Less: Advances Paid 11,63,675 1,10,55,252

Net Amount 1,45,41,076 4,04,91,320

b. Others

i. Quantum of Export Obligation is 25,45,90 units (Previous Year 18,39,077 Units) of 3,66,17,194 2,53,48,876 Packing Materials with 20% value addition against Advance licences- Duty saved *

ii. Export obligations of Rs. 8,08,11,726 (Previous Year Rs. 12,29,78,020) against EPCG 1,03,21,288 1,56,59,440

Licenses utilized for purchase of Fixed Assets but not yet installed - Duty saved **

* Export obligations against the advance licence of Rs. 3,53,01,040 (Previous Year Rs. 3,79,76,204) have already been fulfilled by the Company. However, procedural formalities for the closure of the Advance Licences are pending.

** Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs. 3,39,91,815 (Previous Year Rs. 2,37,92,574) have already been fulfilled by the Company, however, procedural formalities for the closure of the EPCG Licenses are pending.

17. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

b. Depreciation of Rs. 8,90,410 (Previous Year Rs. 8,90,404) provided for the year on the revalued amounts of Fixed Assets over its original cost is withdrawn from the Revaluation Reserve Account and credited to the Statement of Profit and Loss. The aggregate amount so withdrawn from the Revaluation Reserve Account at the year end is Rs. 1,02,39,656 (Previous Year Rs. 93,49,246).

18. Investments include a sum of Rs. 2,40,00,000 (Previous Year Rs. 2,40,00,000) invested in Finns Frozen Foods(I)Limited ("Finns"), an associate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Year Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company has purchased Frozen Fruit Pulp, Vegetables, Packing Materials and also incurred Cold Storage and Processing charges amounting to Rs. 6,27,98,262 (Previous Year Rs. 94,89,850) and Purchased of Machineries amounting Rs. 2,58,79,042 (Previous Year Rs. NIL), During the year, the Company has also sold Raw materials, Packing material and Finished Goods aggregating to Rs. 2,26,36,293 (Previous Period Rs. 2,80,469).On account of all such transactions, the net amount due from Finns is Rs. 10,56,32,493 (Previous Year Rs. 11,32,85,110) and the same is reflected as ''Loans and Advances to Related Parties'' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments. Further, the Board has reviewed the working of Finns, based therein orders it has on hand and decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2014.

19. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

V. Entities over which Key Managerial Personnel and Relatives of Key Managerial Personnel have control:

i. Muller & Phipps (India) Limited

ii. Western Press Private Limited

iii. Trans Union Courier

iv. Western Securities-A Division of Western Press Private Limited.

v. Tropical Securities and Investments Private Limited.

b. Forward Contract of USD 59,63,934 (Previous Year USD 63,05,315), Packing Credit in foreign currency of USD 3,62,390 (Previous Year USD 93,46,724), Customer Advances of USD 43,03,404 (Previous Year USD 23,08,002) availed on future export sales of firm commitments against forecast transactions, are outstanding as on March 31, 2014. The notional mark to market loss for the year ended as at March 31, 2014 amounting to Rs. 6,98,36,420 (Previous Year Rs. 7,03,84,742) has been debited in the Statement of Profit and Loss.

20. Previous Year''s figures, wherever necessary, have been regrouped/reclassified to conform to the current year''s presentation.

---

Mar 31, 2013

1.1 Overseas warehousing charges of Rs. 6,65,53,711 (Previous Period Rs. 5,91,22,471) as reflected under Note 28 on "Other Expenses" , includes duties, local transport charges, contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

1.2 Fees for certification includes those in connection with Rights Issue of the Company.

2. 1,22,220 Warrants were converted into Equity Shares of Rs. 10 each, at a premium of Rs. 144 each on January 31,2011 resulting in an increase in the paid up Equity Share Capital and Securities Premium to the extent of Rs. NIL (Previous Period Rs. 1,45,10,400) and Rs. NIL (Previous PeriodRs.4,12,22,681) respectively.

3. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

b. Subsequent thereto, in an earlier year, the Company had written off against the said Revaluation Reserve the sum of Rs. 87,17,880 due from Dravya Finance Limited (including investments of Rs. 20,00,000 therein), a subsidiary company, and Rs. 1,03,07,365 due from an another company. Further, the Company had provided for diminution in value of Long-term Investments aggregating to Rs. 58,80,533 (including investments of Rs. 48,00,000 in Finns Frozen Foods (I) Limited, an associate company) and that too was adjusted against Revaluation Reserve. Thus, in earlier years, the aggregate sum of Rs. 2,49,05,778 was adjusted against Revaluation Reserve, which was not in compliance with the Guidance Note on ''Treatment of Reserves created on Revaluation of Fixed Assets" issued by the Institute of Chartered Accountants of India ("The Guidance Note").

As a result of such adjustments, Revaluation Reserve in earlier years was lower by Rs. 2,49,05,778 and General Reserve was higher by Rs. 2,29,05,778 and Capital Reserve by Rs. 20,00,000.

During the Eighteen Months period ended on March 31. 2012, to fall in line with the requirements of the Guidance Note, the Company rectified such non-compliance by charging the said aggregate sum of Rs. 2,49,05,778 to the Statement of Profit and Loss and thereby reinstating Revaluation Reserve by Rs. 2,49,05,778. Since such change in the previous period was to set right the non-compliance of the Guidance Note in earlier year/s, the same was considered as a prior period adjustment. Thus, the profit available for appropriation for the period ended on March 31, 2012 were lower by Rs. 2,49,05,778.

Out of the above, a sum of Rs. 87,17,880 due from Dravya Finance Limited (including investments therein), a subsidiary company, the Company received Rs. 3,61,904 which is credited to the Statement of Profit and Loss for the Eighteen Months period ended on March 31.2012 as ''Advances Written Off, now recovered'' under "Other Income" (Note 22).

c. Depreciation of Rs. 8,90,404 (Previous Period Rs. 13,35,606) provided for the year on the revalued amounts of Fixed Assets over its original cost is withdrawn from the Revaluation Reserve Account and credited to the Statement of Profit and Loss. The aggregate amount so withdrawn from the Revaluation Reserve Account at the year end is Rs. 93,49,246 (Previous Period Rs. 84,58,852).

4. Investments include a sum of Rs. 2,40,00,000 (Previous Period Rs. 2,40,00,000) invested in Finns Frozen Foods(l)Limited ("Finns"), an as- sociate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Period Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company has purchased Frozen Fruit Pulp and Packing Materials amounting to Rs. 94,89,850 (Previous Period Rs. 1,24,70,293). During the year, the Company has also sold raw materials and packing materials aggregating to Rs. 2,80,469 (Previous Period Rs. 3,90,759).On account of all such transactions, the net amount due from Finns is Rs. 11,32,85,110 (Previous Period Rs. 4,25,76,811) and the same is reflected as ''Loans and Advances to Related Parties'' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments. Further, the Board has reviewed the working of Finns, based therein orders it has on hand and decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2013.

5. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

---

Sep 30, 2010

As At September 30, As At September 2010 30, 2009 Figures in Rupees Figures in Rupees

A. Contingent Liabilities not provided for :-

i. Corporate Guarantees given to a bank against the credit facil- 11,70,00,000 Nil ity extended to a third party (Refer Item No. 7 to Note 13 below)

ii. Export obligations of Rs.11,25,11,147 (Rs.7,60,52,919) 2,95,86,609 1,98,81,881 against Advance license - Duty saved

iii. Export obligations of Rs.8,49,88,947 (Rs.1,97,92,000) against 1,35,11,339 24,73,946 EPCG Licence utilized for purchase of Fixed Assets but not yet installed - Duty saved

iv. Income-tax matters under appeal

Assessment Year 2003-04 29,11,629 Nil

Assessment Year 2006-07 (Taxes paid there against of 3,57,260 Nil Rs. 35,00,000)

v. Service Tax matters under appeal 3,96,978 Nil (Assessment Years 2004-05 to 2007-08).

vi. Claims/Demands against the Company disputed/not 50,000 50,000 acknowledged as debts

B. a. Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG")

of Rs.10,13,356 (Previous year Rs.6,93,77,844) has already been fulflled by the Company, however, procedural formalities for the closure of the EPCG Licenses are pending.

b. Export obligations against advance licence of Rs.1,98,21,611 (Previous year Rs.2,64,17,507)has already been fulflled by the Company, however, procedural formalities for the closure of the Advance Licenses are pending.

C. a. Provision has not been made for Interest for delayed payment of Rs.7,14,372 (Rs.7,14,372) due to a director notifed under the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised. The said amount is outstanding since 1992.

b. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961 on October 16, 1992 and seized the share certifcates in respect of the investments of the Company. The time to hold share certifcates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specifed in the Act. Subsequently, on June 12. 2007, the Company made an application to the Special Court for giving specifc directions in this regard, the response of which is awaited.

2. During the year ended on September 30, 2009, the Company had issued 2,25,220 Convertible Warrants ("Warrants") on a preferential basis to the Promoters against which it received the aggregate sum of Rs.86,70,970, being 25% of the price fxed against such Warrants. Each Warrant carries a right to convert the same into one Equity Share of Rs. 10 each at a premium of Rs. 144 each (as per the formula prescribed under the SEBI (DIP) Guidelines) over a period of 18 months from the date of allotment.

Of the above, 1,03,000 Warrants were converted into Equity Shares during the year and accordingly, the paid up Equity Share Capital and Securities Premium have increased to Rs.1,32,88,200 and Rs.2,36,22,000, respectively. The balance 1,22,220 Warrants are pending conversion and Rs.47,05,470 received (being 25% of the price fxed against such Warrants) is refected as "Amount for Preferential Convertible Warrants" on the face of the Balance Sheet.

3. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, on the basis of fair value as per the Valuation Report as on September 26, 2002 and Valuation Report dated September 27, 2002 of an expert. Consequently, Rs.10,66,79,383 had been credited to a Revaluation Reserve Account in the year of revaluation.

b. The Company had written off Rs.1,03,07,365 and Rs.87,17,880 amounts outstanding from a company and Dravya Finance Limited (including investments therein), a subsidiary company, adjusted the same against the Revaluation Reserve Account in an earlier year. Further, the Company has provided for diminution in value of Long-term Investments aggregating Rs.58,80,533 (including investments of Rs.48,00,000 in Finns Frozen Foods (I) Limited, an associate company, see Note 4 below) and that too was adjusted against the Revaluation Reserve Account. As a result of such adjustment for the aggregate sum of Rs.2,49,05,778, the Revaluation Reserve in the earlier year was lower and the General Reserve was higher by the like amount; such adjustment has effect on the Balance Sheet as on September 30, 2010.

Subsequent to the balance sheet date, the Company have received Rs. 63,67,156 and Rs. 67,17,878, respectively, from the said other company and the subsidiary company against the amounts so written off. The necessary effect for the amounts so received subsequent to the Balance Sheet would be given in the year of actual receipt.

c. Depreciation provided on the revalued amounts of Fixed Assets over its original cost, aggregating to Rs.71,23,236 (Previous Year Rs.62,32,832) [including Rs.8,90,404 (Previous Year Rs.8,90,404) relating to the current year] is withdrawn from the Revaluation Reserve Account and credited to the Proft and Loss Account.

4. Investments include a sum of Rs.2,40,00,000 (Previous year Rs.2,40,00,000) invested in Finns Frozen Foods (I) Limited ("Finns"), an associate.

The Company has given a deposit of Rs.3,00,00,000 (Previous year Rs.3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company has purchased Frozen Fruit Pulp amounting to Rs. 29,41,190 (Previous Year Rs.5,72,26,048). During the year, the Company has also sold raw materials aggregating to Rs. 93,11,709 (Previous Year Rs. 1,65,17,721). On account of all such transactions, the net amount due from Finns is Rs.5,54,87,988 (Previous Year Rs.3,87,48,637) and the same is refected as ‘Advances Recoverable in cash or kind or for value to be received under ‘Loans and Advances in Schedule 7 on ‘Current Assets, Loans and Advances.

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments. Further, the Board reviewed the working of Finns, orders it had in hand and decided that the current provision for diminution in value of shares is suffcient and no further provision is needed as on September 30, 2010.

5. Advances include Rs.32,63,940 (Previous Year Rs.38,03,940) as advance paid to a party for taking a premises on lease. Such advances are adjusted against the lease rentals due to the party.

6. Overseas warehousing charges of Rs.3,69,01,462 (Previous Year Rs.1,61,66,821) as refected under Schedule 12 on "Manufacturing and Other Expenses" include contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

7. The Company is entitled to Export Benefts, under Vishesh Krishi Upaj Yojana vide Notifcation no.15/2004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognizes such Export Benefts on the basis of export of goods. Accordingly, the Company has recognised Export benefts of Rs.7,67,08,037 (Rs.7,56,38,254) on export of goods.

8. Guarantee Commission of Rs.36,34,000 (Previous Year Rs.1,09,88,500) paid/provided as due to a director, of which Rs.9,00,000 (Previous Year Rs. Nil) is capitalised as Factory Building in Chittoor Division and Rs.27,34,000 (Previous Year Rs. 1,09,88,500) is refected under Schedule 14 on "Financial Charges".

9. Segment Reporting:

The Company is engaged in one line of Business activity, i.e. "Food products" and hence, it has only one reportable segment.

10. Related Party Disclosures:

b. Relationships:

I. Subsidiary Company:

i. Dravya Finance Limited

ii. Asim Export International Limited

II. Associate Company:

Finns Frozen Foods (India) Limited

III. Key Managerial Personnel:

i. Mr. Utsav K.Dhupelia

ii. Mr. Ray Simkins

iii. Mr. Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs. Pallavi Dhupelia

ii. Mr. Bhupen C.Dalal

V Entities on which Key Managerial Personnel has control

i. Muller & Phipps (India) Limited

ii. Cyclic Chemicals Limited

iii. Western Press Private Limited

iv. Trans Union Courier

v. Western Securities-A Division of Western Press Private Limited

11. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confrmation and subsequent reconciliation, if any.

12. The previous years fgures, wherever necessary, have been regrouped, reclassifed and recast to conform to the current years classifcation. Figures in brackets indicate those of previous year.

---

Sep 30, 2009

A. Export obligation against purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs.6,93,77,844 (Previous year Rs.4,24,50,802) has already been fulfilled by the Company, however, procedural formalities for the closure of the EPCG Licenses are pending.

B. a. Provision has not been made for Interest for delayed payment on Rs.7,14,372 due to a person notified under the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised.

b. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961 on October 16, 1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian. Subsequently, on June 12. 2007, the Company made an application to the Special Court for giving specific directions in this regard, the response of which is awaited.

2. During the year, the Company has issued 2,25,220 Convertible Warrants ("Warrants") on a preferential basis to the Promoters against which it received the aggregate sum of Rs.86,70,970 being 25% of the price fixed against such Warrants. Each Warrant carries a right to convert the same into one Equity Share of Rs. 10 each at a premium of Rs. 144 each (as per the formula prescribed under the SEBI (DIP) Guidelines) over a period of 18 months from the date of altotment. The amount so received is reflected as "Amount for Preferential Convertible Warrants" on the face of the Balance Sheet.

3. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, on the basis of fair value as per the Valuation Report as on September 26, 2002 and Valuation Report dated September 27, 2002 of an experi. Consequently, Rs.10,66,79,383 had been credited to a Revaluation Reserve Account in the year of revaluation.

b. The Company had written off Rs.1,03,07,365 and Rs.87,17,880 amounts outstanding from a Company and Dravya Finance Limited (including investments therein), a Subsidiary Company, adjusted the same against the Revaluation Reserve Account in an earlier . year. Further, the Company has provided for diminution in value of Long-term Investments aggregating Rs.58,80,533 (including investments of Rs.48,00,000 in Finns Frozen Foods (I) Limited - see note 4 below) and that too was adjusted against the Revaluation Reserve Account. As a result of such adjustment for the aggregate sum of Rs.2,49,05,778 the Revaluation Reserve in the earlier year was lower and the General Reserve was higher by the like amount; such adjustment has effect on the Balance Sheet as on September 30, 2009.

c. Depreciation provided on the revalued amounts of Fixed Assets over its original cost , aggregating to Rs.62,32,832 (Previous Year Rs.53,42,426)[including Rs.8,90,404 (Previous Year Rs.8,90,404) relating to the current year ] its withdrawn from the Revaluation Reserve Account and credited to the Profit and Loss Account.

4. Investments include a sum Rs.2,40,00,000 (Previous year Rs.2,40,00,000) invested in Fims Frozen Foods {I ) Limited ("Finns"), an associate.

The Company has given a deposit of Rs.3,00,00,000 (Previous year Rs.3,OO,00,000) to Finns ,for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for purchase of Frozen Fruit Pulp etc. for exports for which the amount recoverable from Finns is Rs.3,87,4S,637 (Previous year Rs.5,03,77,626). During the year, the Company has purchased materials amounting Rs.4,07,08,327 (Previous year Rs.7,76,59,401) from Finns. The net debit from Finns on all these accounts aggregate to Rs.7,94,56,964.

Since the net worth at Finns is eroded the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal off Finns, the expected improvements in the working of Finns and She future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns Frozen Foods (i) Ltd., the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But out of abundant auction, the Board of Directors of the Company ,hand decided to provide 20% of the investment in Finns Frozen Foods (I) Ltd. as diminution in the value of investments. Further, the Brand reviewed the working of Firms Frozen Foods (I) Ltd. Orders ft had in its Board meeting dated July 31, 2009 and decided that the current provision for diminuation in value of shares is sufficient and not farther provision is needed as on September 30, 2009.

5. Advances include Rs.38,03,940 (Previous period Rs.47,67,980) as advance paid to a party for taking a premises on lease . Such advances are adjusted against the lease rentals due to the party.

This information as required to be disclosed under the Mere, Small and Medium Enterprise Development to the extent such parties have been, identified by the Company.

6. Overseas warehousing charges include contractual charges, miscellaneous charges , rent , insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

7. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15ffi004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. Hitherto, the Company has recognized such Export Benefits on the basis of applications filed and acknowledged by the concerned authority at the esinmafed realisable value of such entitlements. However, during the year,, the Company has changed the manner of recognising sach Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefis of Rs.7,56,38,254 on export off goods. As a result of this change, Export Benefits recognised and profit for the year are higher by Rs.1,58,01,378-

8. Financial Charges under schedule 14 includes Guarantee Commision of Rs.1,09,88,550 to a Director .

9. Segment Reporting:

The Company is engaged in one line of Business activity, i.e. "Food products" and hence, it has only one reportable segment.

b. Relationships:

I. Subsidiary Company:

i. Dravya Finance Limited ii. Asim Exports International Limited

II. Associate Company:

i. Finns Frozen Foods (India) Limited

III. Key Managerial Personnel:

i. Mr. Utsav K.Dhupelia

ii. Mr. Ray Simkins

iii. Mr. Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs. Pallavi Dhupelia

V Entities on which Key Managerial Personnel has control

i. Muller & Phipps (India) Limited

ii. Cyclic Chemicals Limited

iii. Western Press Private Limited

10. Disclosure on Leases as per Accounting Standard 19 on "Accounting for Leases":

The Company has entered into Operating Lease Agreements for office premises, factory premise at Bulsar and Chittoor, renewable on a periodic basis and cancellable at the Companys option. Rental Expenses for operating leases recognised in the Profit and Loss Account for the year is Rs. 1,08,31,888 (Previous Year Rs. 1,04,35,659)

11. Disclosure in accordance with Accounting Standard (AS 29) Provisions, Contingent Liabilities and Contingent Assets:

Particulars Balance as at Additions during October 1, 2008 the year Rupees Rupees

Provision for Leave Encashment 35,29,928 11,95,011

Provision for Gratuity 63,07,903 42,43,530

Agricultural Marketing Cess 17,90,833 17,17,114



Particulars Amount used/ Balances as at paid during the September 30, 2009 year Rupees Rupees

Provision for Leave Encashment 12,68,801 34,56,138

Provision for Gratuity 18,98,989 86,51,931

Agricultural Marketing Cess 6,20,748 28,87,199

Particulars Balance as at Additions during October 1, 2007 the year Rupees Rupees

Provision for Leave 39,96,040 7,33,134 Encashment

Provision for Gratuity 61,14,266 24,15,900

Agricultural Marketing Cess 15,32,558 10,44,381



Particulars Amount used/ Balances as at paid during the September 30, 2008 year Rupees Rupees

Provision for Leave Encashment 11,99,246 35,29,928

Provision for Gratuity 22,22,776 63,07,390

Agricultural Marketing 7,86,106 17,90,833 Cess

12. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

13. The previous years figures, wherever necessary, have been regrouped, reclassified and recast to conform to the current years classification. Figures in brackets indicate those of previous year.

---

Sep 30, 2003

1. Contingent liabilities not provided for

a. Bills purchased by bank Rs.4,71,55,836/- (Previous year Rs. 2,62,04,005/-)

b. Guarantee to Bank against Credit Facility extended to third party Rs.6,25,00,000 /- (Previous year Rs. 6,25,00,000/-), subject to modification.

c. Workmen related matters : Amount not ascertainable.

d. Claims/Demands against the Company disputed/not acknowledged as debts: Amount not ascertainable.

e. Export obligation against purchase of Machinery under Export Promotion Capital Goods Scheme Rs. 5,46,16,500/-

2. The Fixed Assets register maintained by the Company based on the report dated 16th November, 1989 of the Cost Accountant shows the particulars in respect of cost, addition/deduction, depreciation for the period and WDV individually in case of all assets except those acquired prior to 31.01.88, in which case, it shows these particulars after making appropriate assumption on the basis of categories of assets and not for individual item of such assets.

3.a) Pursuant to the decision of the Board of Directors in its meeting held on 23rd August,2002 the Company had revalued its Land & Building at Deonar, Mumbai, on the basis of Valuation as on 26th September 2002 and Valuation Report dated 27th September.2002. Consequently, Rs.10,66,79,383/- had been credited to the Revaluation Reserve Account in the earlier year. Further the Company had adjusted Loans, Advances and Diminution in the value of Investments amounting to Rs.2,49,05,778/- against this Revaluation Reserve. As a result, the Revaluation Reserve in the earlier year was lower by Rs.2,49,05,778/- and consequently, the General Reserve was higher by Rs.2,49,05,778/-(affecting the Balance Sheet as on 30th September. 2003).

b) During the year the excess depreciation provided on the revalued assets as reduced by that on the original cost of the assets amounting to Rs.8,90,404/- is transferred from Revaluation Reserve and credited to Profit and Loss Account.

4. The income Tax Authorities had carried out a search in premises of the Company under section 132 of the Income Tax Act, 1961 on 16-10-92 and seized the share certificates in respect of the investments of the Company. These certificates have not been released till date. However, during the year , the company has received 3239 , 6.75% Tax Free US 64 bonds of face value Rs.100 each in lieu of conversion of 28,171 units of the Unit Scheme 64, in May 2003.

5. An amount of Rs.7,14,372/- which was payable to a person notified under the Trial of Offences (Relating to Transactions in securities) Act, 1992 has been paid on 09-05-95 having regard to the direction issued as directed by the custodian appointed under the said Act, vide his letter dated 30th January, 1995. As the aforesaid sum was not paid within the time limit set out in the public notice issued by the Custodian in this regard , the Company may be liable to pay interest on account of the delayed payment, in terms of the aforesaid letter. However, no provision for interest has been made for the period up to the date of payment thereof, in the accounts under review as no specific demand for interest has been made by the custodian till date.

6. The Company has sold 2,27,900 shares of Andhra Bank, vide Contract Note No.002806 dated 6th February, 2003. An amount of Rs.61,53,300/- on account of above sales was receivable by the Company . Out of the above amount, the company has recovered Rs.6,53,500/- till the date of signing of this accounts and has received post dated cheques payable on various dates for the balance amount and a collateral security against full amount as per the proposal received from the Company from whom the amount is outstanding, which was approved by the Board of Directors of the Company in its Board Meeting dated 29th January ,2004.

7. The Investment include Rs.2,40,00,000/- (Previous year Rs.2,40,00,000/-) invested by the Company in Finns Frozen Foods (I) Ltd.

The Company has given a deposit of Rs.3,00,00,000/-(Previous year Rs.3,00,00,000/-) to Finns Frozen Foods (I) Limited, for getting exclusive export rights of Frozen Fruit Pulp etc.

The Company has given advances from time to time for purchase of Frozen Fruit Pulp etc. for exports. The amount recoverable from Finns Frozen Foods (I) Ltd. is Rs.1,49,86,473/-

The net worth of Finns Frozen Foods (I) Ltd. is eroded. The Board of Directors of the Company in its meeting dated 23rd August, 2002 discussed the restructuring proposal received from Finns Frozen Foods (I) Ltd., the expected improvements in the working of Finns Frozen Foods (I) Ltd and the future orders in hand with Finns Frozen Foods (I) Ltd.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns Frozen Foods (I) Ltd., the Board of Directors of the Company perceived the diminution in the value of investments as temporary in nature. But out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns Frozen Foods(l) Ltd as diminution in the value of investments. Further, the Board reviewed the working of Finns Frozen Foods (I) Ltd. Orders in had in its Board meeting dated 28th February,2004 and decided the current provision for diminution in value shares is sufficient and no further provision is needed as on 30th September.2003.

8. The Company had written off Rs.1,03,07,365.42 and Rs.87,17,879.62 amounts outstanding from Cyclic Chemicals Limited and Dravya Finance Limited and adjusted the same against Revaluation Reserve in the earlier year. However, the Company has received assurances from the Board of Directors of Cyclic Chemicals Limited and Dravya Finance Limited to the effect that the proceeds of sale of assets, as and when realised by such Companies, would be given to the Company to the extent of the aforesaid amounts written off. The Company has also entered into an Memorandum of Understanding dated 24* January,2003 With Cyclic Chemicals Limited and Dravya Finance Limited to such intent and effect.

9. The Company had entered into sale agreements dated 29th September 2002, for sale of flats at Vashi & Borivili, Mumbai. Sale consideration against the above flats is still receivable by the Company. No Objection Certificate from one of the consortium member bank, with which these flats are mortgaged, is still awaited. Pursuant to the legal opinion received by the Company dated 15th January, 03, the Company had accounted for Rs.21,96,725/- as profit on sale of flats, during the period ended 30th September 2002.

10. Sundry Debtors includes Rs.44,15,152/- which are long overdue. The company has not provided for the same as doubtful of recovery, as the Company is confident of recovering the above amounts from the parties . Also for substantial amounts out of the above, the Company has received the balance confirmation from the respective parties.

11. During the year, the company has provided for retirement benefits such as Gratuity & Leave encashment of Rs. 1,03,000/- & Rs.3,78,000/-[previous year Rs.2,66,000 /- & [Rs.4,13,000/- excess provision written back]] on accrual basis.

12. Debtors, Creditors, Advances given/taken are subject to confirmations & subsequent reconciliation / adjustments, if any.

13. Rs.2,21,478/- is payable to a Small Scale Industries creditor, Safe Offset Private Limited, whose individual balance is due for more than 30 days. Small Scale Industrial parties is as identified and certified by the management.

14. Overseas warehousing charges, paid as per agreement with the foreign party, includes contractual charges, miscellaneous charges, rent, insurance and statutory charges etc. paid for storage of goods abroad.

15 a. Sales (Exports) are after adjusting Gain / (Loss) on account of Foreign Exchange Fluctuation of Rs.6,42,444/- [Previous year Rs. (4,61,866/-)]

b. Purchase (Import of Cans, Plastic Rolls, Aseptic Bag & Machinery ) is inclusive of Profit on account of Foreign Exchange Fluctuation of Rs.54.232/- [Previous year (Rs.5,86,829 /-)].

16. Items related to previous year accounted during the year includes expenses of Rs.13,85,913/- (Rs.7,57,520/-).

17. Segment Reporting:

The Company is engaged in one line of Business activity i.e. "Food products" and hence has no reportable segment.

18. Information on related party transactions as required by Accounting Standard -18

List of Related Parties Associate:

Muller & Phipps (India ) Limited. Finns Frozen Foods (India) Limited. Cyclic Chemicals Limited

Subsidiary:

Dravya Finance Limited Asim Exports International Limited

Key Management Personnel : Utsav K. Dhupelia

Relative of Key Management Personnel: Mrs. Pallavi Dhupelia

19. The future minimum lease payments under non-cancellable operating leases for each of the following periods are;

1) not later than one year - Rs.26,25,000

2) later than one year and not later than five years - Rs. 41,25,000

20.The particulars of capacities, production, opening & closing stock of Finished Goods and sales are as per annexure A to the Notes on Account as per part II of Schedule VI Companies Act, 1956.

21. Since Company has not paid /provided commission to Directors during the period, computation of Managerial remuneration payable to Directors under Section 198 of Companies Act, 1956, is not presented.

22. As the current Financial Year is a period of twelve months and the previous Financial Year was for a period of eighteen months, hence, the figures of current Financial year are not comparable with figures of previous Financial Year.

23. Previous year figure are given in brackets wherever applicable and have been regrouped/ rearranged wherever necessary.