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Directors Report of Hindustan Foods Ltd.

Mar 31, 2023

LISTING INFORMATION

Your Company''s Equity Shares are listed on BSE Limited (''BSE''). Further, as on the date of this report, your Company''s Equity Shares are listed on the Main Board of the National Stock Exchange of India Limited (''NSE'') with effect from June 6, 2023. Consequent upon listing of the Equity Shares with NSE, your Company''s Equity Shares are now listed with BSE as well as on NSE.

The applicable listing fees for Financial Year 2023-24 have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the year under review.

DEPOSITORY SYSTEM

During the year under review, consequent upon Sub-division/ Split of Equity Shares of your Company from face value of Rs. 10/- (Rupees Ten Only) each to face value of Rs. 2/-(Rupees Two Only) each, your Company has been allotted New ISIN: INE254N01026 effective July 22, 2022.

ACCREDITATIONS

Your Company continues to enjoy following accreditations:-

1. Food Safety System Certification 22000 by SGS United Kingdom Limited

2. ISO 9001:2015

3. ISO 14001:2015

4. Global Standard for Consumer products Personal Care and Household by SGS United Kingdom Limited with Grade A

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid/ unclaimed deposits as on March 31, 2023.

Nine Lakhs Twenty-Seven Thousand Seven Hundred and Six Only). This acquisition was pursuant to the SPA which was executed on January 24, 2022 between the Shareholders of the RBSIPL and your Company. RBSIPL is engaged in the business of manufacturing and supply of footcare products.

Post completion of the transaction, RBSIPL became a Wholly - Owned Subsidiary Company of your Company with effect from July 1, 2022.

Further, due to change in the management, ownership of RBSIPL and to align and identify with the name starting with your Company''s name (''HFL''), the name of "Reckitt Benckiser Scholl India Private Limited" was changed to "HFL Healthcare and Wellness Private Limited" (''HHWPL'') w.e.f. May 10, 2023. There is no other change in the objects of the HHWPL, the HHWPL continues to do the same business as it does.

During the year under review, your Company has also executed a BTA on December 15, 2022, with Reckitt for acquisition of manufacturing facility situated at Baddi, Himachal Pradesh, for a cash consideration of Rs.156 Crores (Rupees One Hundred and Fifty-Six Crores Only) (subject to certain customary/usual adjustments in accordance with the terms and conditions set out in the BTA), which is engaged in manufacturing of pharmaceutical and non-pharmaceutical products on a slump sale and going concern basis.

The said manufacturing facility is into manufacturing of vast variety of OTC Healthcare and wellness products and skin creams including some of Reckitt''s key products. It is a state-of-the-art facility with modern equipment and machinery is at par with global standards which adheres to the US FDA & MHRA, Russia GMP norms.

DIVIDEND

To conserve resources and in order to strengthen the Company''s financials, your Directors do not recommend any Dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on Market Capitalisation are required to formulate a Dividend Distribution Policy, accordingly your Board has formulated and adopted the Policy. Your Company''s Dividend Distribution Policy is based on the parameters laid down by SEBI Listing Regulations, and the details of the same are available on your Company''s website at www.hindustanfoodslimited.com.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURE COMPANIES AND PARTNERSHIP FIRMS / LLP

HFL Consumer Products Private Limited (''HCPPL''), incorporated on August 6, 2020 under the Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and has successfully commercialised the Ice Cream manufacturing plant in Uttar Pradesh for a branded Company and has started its maiden operation during the year under review. HCPPL further expanded its production capacity at its manufacturing location, which is also expected to be commercialised from Q1 Financial Year 2023-24.

Your Company had 100% Management control in the business of Aero Care Personal Products LLP (''ACPPL'') till July 1, 2022. On July 1, 2022, RBSIPL became a new Partner in ACPPL contributing 19% of the total Capital contribution. As a Result of which, your Company holds 81% Partnership interest in ACPPL as on March 31, 2023.

During the year under review, HFL Healthcare and Wellness Private Limited (Formerly known as Reckitt Benckiser Scholl India Private Limited) has become a Wholly-Owned Subsidiary of your Company with effect from July 1, 2022 after acquisition of 100% Issued, Subscribed & Paid-up Capital by your Company. HFL Healthcare and Wellness Private Limited is into the business of manufacturing and supplying of footcare products and also engaged in the business of OTC Healthcare and Wellness segment as a Contract Manufacturer.

Your Company monitors the performance of its Subsidiary Companies, inter alia, Financial Statements, in particular investments made by Subsidiary Companies, are reviewed quarterly by your Company''s Audit Committee.

Minutes of the Board Meetings of Subsidiary Companies are placed before your Company''s Board regularly. A statement containing all significant transactions and arrangements entered into by Subsidiary Companies are placed before your Board. Presentations are made to your Board on business performance of major Subsidiaries of your Company by the Senior Management.

HFL Healthcare and Wellness Private Limited (Formerly known as Reckitt Benckiser Scholl India Private Limited) became a Material Subsidiary of your Company with effect from May 18, 2023. Your Company''s Policy for determining Material Subsidiary is available on the Company''s Website www.hindustanfoodslimited.com.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by the Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by your Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of each Subsidiaries, Joint Venture and joint operations in the prescribed Form AOC-1 forms part of the Financial Statements to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary and Joint Venture Companies are kept for inspection upon request made by the Shareholders at the Registered Office of your Company. The statements are also available on the Company''s website www.hindustanfoodslimited.com.

CREDIT RATING

During the year under review, India Ratings and Research (Ind-Ra) has re-affirmed the Long-Term Issuer Rating to ''IND A / Stable''. The outlook is Positive.

DIRECTORS'' RESPONSIBILTY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from the operating management, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

(b) t hat such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) t hat proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

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

MANAGEMENT AND KEY MANAGERIAL PERSONNEL DIRECTORSCHANGE IN CHAIRMAN OF YOUR COMPANY

During the year under review, your Board has unanimously elected Mr Shashi K Kalathil (DIN: 02829333), Non-Executive Independent Director of your Company, as a Chairman of your Company with effect from November 9, 2022 in place of Mr Shrinivas Dempo, erstwhile Chairman of your Company who stepped down from the Chairmanship w.e.f. November 8, 2022. Mr Dempo continues to be the NonExecutive Non-Independent Director on the Board, liable to retire by rotation.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

During the year under review, considering the vast experience, acumen, positive attributes and significant contribution made to the Board by Ms Honey Vazirani (DIN: 07508803) and based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors in their Meetings held on May 20, 2022, the Shareholders of your Company in their 37th AGM held on September 22, 2022, considered and approved by passing the Special Resolution for re-appointment of Ms Honey Vazirani (DIN: 07508803) as the Non-Executive, Independent Director of your Company for a second term of 5 (Five) consecutive years effective from September 23, 2022 to September 22, 2027.

RESOLUTIONS TO BE PASSED AT THE ENSUING AGM DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Nikhil Vora (DIN: 05014606) Non-Executive, Non-Independent Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible, Mr Nikhil Vora offers himself for re-appointment. Your Board has recommended his re-appointment.

APPOINTMENT OF NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee vide Circular Resolution passed on June 22, 2023, the Board of Directors of your Company, vide Circular Resolution dated June 29, 2023, have approved the appointment of Ms. Amruta Adukia (DIN: 07877389), as an Additional Director in the category of Non-Executive NonIndependent Director of your Company with effect from June 29, 2023.

Pursuant to Section 161 (1) of the Companies Act, 2013, Ms Amruta Adukia, the Additional Director will vacate the office at the ensuing Annual General Meeting of your Company. Your Board has recommended for her re-appointment. Being eligible, she has offered herself to be appointed as the Director of your Company.

Your Company has received a notice in writing from a Member of your Company under Section 160 of the Companies Act, 2013 proposing the candidature of Ms Adukia for the office of the Director of your Company.

RE-APPOINTMENT OF WHOLE TIME DIRECTOR

Your Board in its Meeting held on May 18, 2023, on recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders have re-appointed Mr Ganesh T Argekar (DIN: 06865379) as a Whole-time Director designated as an ''Executive Director'' for a period of 5 (Five) years starting from May 19, 2023 to May 18, 2028.

Your Company''s Shareholders has already passed the necessary resolution for Re-appointment of Mr Ganesh Argekar, as a Whole Time Director designated as ''Executive Director'' for a term of 5 (Five) years through Postal Ballot by way of remote E-voting on July 1, 2023 pursuant to the provisions of the Companies Act, 2013, SEBI LODR Regulations and any other applicable laws.

Resolutions seeking the appointment/ re-appointment of the Directors alongwith their profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, Mr Sameer R Kothari, Managing Director, Mr Ganesh Argekar, Whole Time Director, Mr Mayank Samdani, Chief Financial Officer and Mr Bankim Purohit,

Company Secretary are the Key Managerial Personnel of your Company.

INDEPENDENT DIRECTORS DECLARATION

Pursuant to Section 149(7) of the Companies Act, 2013, your Company has received a declarations from all the Independent Directors of your Company viz. Mr Shashi K Kalathil, Ms Honey Vazirani, Mr Neeraj Chandra and Mr Sandeep Mehta confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of their position as an "Independent Director" of your Company. In terms of provisions of Section 134(3) (d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of all these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same.

Further, the Independent Directors of your Company have confirmed that, they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Your Board is of the opinion that, the Independent Directors of your Company (including the Independent Directors reappointed during the year) possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.

FAMILIARISATION PROGRAMMES

Familiarisation programmes for the Independent Directors were conducted during the Financial Year 2022-23. Apart from this, there were quarterly business presentations by Mr Ganesh T Argekar, Executive Director of your Company. Details of the familiarisation programme are explained in the Corporate Governance Report and are also available on the Company''s website and can be accessed at www.hindustanfoodslimited.com.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of 4 (Four) Board Meetings are held annually. Additional Board Meetings are convened by giving appropriate Notice to address the Company''s specific needs and business Agenda. The Meetings of your Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. In case of business exigencies or urgency of matters, approvals are taken by convening the Meetings at a Shorter Notice with consent of the Directors or by passing resolutions through circulation as permitted under the applicable law, which are noted and confirmed in the subsequent Board and Committee Meetings.

During the year under review, the Board of Directors of your Company met 5 (Five) times viz. on May 20, 2022, August 9, 2022, September 22, 2022, November 8, 2022 and February 8, 2023. The details of the Board Meetings and the attendance records of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of your Company are required to hold at least one Meeting in a year without attendance of NonIndependent Directors and Members of the Management. Accordingly, Independent Directors of your Company met on May 20, 2022. All the Independent Directors were present at the Meeting except Mr Sandeep Mehta, who had expressed his inability to attend the meeting and the Independent Directors present at the Meeting granted leave of absence to him.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board and its Statutory Committees. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the Management.

Based on various criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

AUDIT COMMITTEE

During the year under review, the Audit Committee comprised of Mr Shashi K Kaiathii who serves as the Chairman of the Committee. Ms Honey Vazirani, Mr Sarvjit Singh Bedi and Mr Sandeep Mehta are the other Members. The terms of reference, number of Meetings of the Committee held during the year and other informations are provided in Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the Nomination and Remuneration Committee of the Board was re-constituted. The composition of Nomination and Remuneration Committee of the Board subsequent upon re-constitution, are as follows:-

1. Ms Honey Vazirani, Chairperson (Independent Director) (Chairperson w.e.f. November 9, 2022)

2. Mr Shashi K Kalathil, Member (Independent Director)

3. Mr Sarvjit Singh Bedi, Member (Non-Executive Director)

The terms of reference, number of Meetings held during the year under review and other informations of the Nomination and Remuneration Committee are provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of your Company at www.hindustanfoodslimited. com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee comprises of 4 (Four) Members out of which 2 (Two) are Independent Directors. The Committee is chaired by Mr Neeraj Chandra. Mr Shrinivas Dempo, Ms Honey Vazirani and Mr Sameer Kothari are the other Members of the Stakeholders Relationship Committee of your Board.

The composition, terms of reference, number of Meetings held during the year under review and other informations of the Stakeholders Relationship Committee are provided

in Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

As required under the Companies Act, 2013, a CSR committee of the Board is duly constituted to formulate and recommend to the Board, the CSR Policy indicating the Company''s CSR activities to be undertaken. The CSR Policy as recommended by the Committee and as approved by your Board is available on your Company''s website viz. www.hindustanfoodslimited. com.

The CSR Committee comprises of 3 (Three) Members out of which 1 (One) is Independent Director. The Committee is chaired by Mr Sameer Kothari. Mr Ganesh Argekar and Mr Shashi K Kalathil are the other Members of the CSR Committee of the Board. The terms of reference, number of Meetings held during the year and details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, your Company took various initiatives towards supporting projects in the area of Education, welfare, healthcare and safety measures, rehabilitation of homeless young women and preserving Indian National heritage. Based on the recommendation of the CSR Committee for the amount of expenditure to be incurred on the CSR activities, your Board and the Management of your Company had contributed towards the specified activities laid down under your Company''s policy on expenditure on CSR.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure I forming part of this Annual Report.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of 6 (Six) Members out of which 2 (Two) are Independent Directors. The Committee is chaired by Mr Sameer Kothari. Mr Ganesh Argekar, Mr Shashi K Kalathil, Ms Honey Vazirani, Mr Mayank Samdani and Mr Bankim Purohit are the other Members of the Risk Management Committee of the Board.

The terms of reference, number of Meetings held during the year and details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEM

Your Board has laid down Internal Financial Controls ('' IFC'') within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. Your Board believes that, your Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. Your Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as business evolves. Your Company has a process in place continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended March 31, 2023 is given in a separate Annexure to this Report as Annexure II.

The Annexure in pursuance to the Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014, is not being sent along with this Report to the Members of your Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 38th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

AUDITORS1. Statutory Auditors

Pursuant to the requirements of Section 139(2) of the Companies Act, 2013 (''the Act''), M/s M S K A & Associates, Chartered Accountants (Registration No.105047W) were

appointed as a Statutory Auditors of your Company for a Second term of 5 (Five) consecutive years from the 37th Annual General Meeting held on September 22, 2022 till the conclusion of the 42nd Annual General Meeting to be held in the year 2027. As per notification issued by the Ministry of Corporate Affairs dated May 7, 2018, ratification of the Statutory Auditors at the Annual General Meeting is not required.

2. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has maintained such cost records. Your Board on recommendation of the Audit Committee of the Board of Directors in their Meetings held on August 11, 2023 has appointed M/s Poddar & Co., Cost Accountants (Firm Registration No: 101734) as the Cost Auditors of your Company for the year 202324 under Section 148 and all other applicable provisions of the Act.

M/s Poddar & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets the requirements of Section 141 (3) (g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with your Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members'' ratification for the remuneration payable to M/s Poddar & Co. is included at Item No. 5 of the Notice convening the ensuing AGM.

M/s Poddar & Co., Cost Accountants have carried out the Cost Audit for applicable businesses during the year. There are no qualifications, reservations or adverse remarks or disclaimer made in the Cost Auditors'' Report for the Financial Year 2022-23, which requires any clarification or explanation.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder, your Board of Directors has appointed CS Pankaj S Desai, Practicing Company

Secretary (COP no 4098 & Membership no. 3398) to carry out the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 forms a part of this Annual Report as Annexure III. The report is self-explanatory and contains some observation, qualification, reservation and adverse remark as follows:

a. Due to transition of portal of Ministry of Corporate Affairs from V2 to V3 and ongoing technical issues with the V3 portal, three (3) e-form CHG-1 for creation of charge and modification of charge was filed after the due date.

b. The Company was non-compliant with the requirement under Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015 to have 50% of the Board of Directors of the Company as Independent Directors upto November 8, 2022 since, Mr Shrinivas V Dempo, Non-Executive NonIndependent Director was the Chairman of the Company and he was also included among the promoters of the Company. Mr Shrinivas V Dempo stepped down as the Chairman of the Company with effect from the close of working hours of November 8, 2022 and continued to be the NonExecutive Non- Independent Director on the Board of the Company. The Board of Directors of the Company in their Meeting held on November 8,

2022 unanimously elected Mr Shashi Kalathil, NonExecutive Independent Director as the Chairman of the Company w.e.f. November 9, 2022. Hence, effective from November 9, 2022 the Company has complied with the requirement under Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015. The Company has filed a Suo-Moto settlement application on January 31, 2023 with the SEBI in this regard and as on financial year ended March 31, 2023 the application is under review with the SEBI.

c. There were some inadvertent errors that had occurred in the Corporate Governance Report filed with BSE as per the Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has filed a Suo-Moto settlement application on January 31,

2023 with the SEBI with regard to the inadvertent errors occurred in filing the quarterly Corporate

Governance Report and as on financial year ended

March 31, 2023 the application is under review with

the SEBI.

Managements Explanation:

a. The observation does not require any management clarification since this was the technical issue of MCA web portal.

b. Your Company has filed a Suo-moto settlement application on January 31, 2023 with the SEBI. The Board of Directors of your Company in their Meeting held on November 8, 2022 unanimously elected Mr Shashi Kalathil, Non-Executive Independent Director of your Company w.e.f. November 9, 2022. Hence, effective from November 9, 2022 the Company has complied with the Requirement of Regulation 17(1)(b) of SEBI (LODR) Regulation, 2015.

c. As per the instruction of BSE via e-mail dated March 3, 2023, your Company has filed the revised Corporate Governance Reports with BSE for those relevant quarters for which the Suo-moto settlement application has been filed with SEBI.

STATUTORY AUDITORS'' OBSERVATIONS

The notes on Financial Statements referred to in the Statutory Auditor''s Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Statutory Auditors'' Report which requires any clarification or explanation.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2022-23 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Mechanism for the Directors and Employees to report their genuine concerns or grievances about unethical behavior, actual or suspected

fraud or violation of the Code. It also provide for adequate safeguards against victimisation of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle Blower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. This policy is also posted on the website of the Company at www.hindustanfoodslimited.com. The Audit Committee of your Company oversees the Vigil Mechanism.

RISK MANAGEMENT

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Risk Management Committee and Board. Your Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organisation''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists your Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

The Risk Management policy is uploaded on the website of your Company and can be accessed at www.hindustanfoodslimited.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

As stipulated under the Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/ LAD-NRO/GN/2021/22 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance (''ESG'') parameters called the Business Responsibility and Sustainability Report (''BRSR'') which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators, forms part of this Annual Report. Our key nonfinancial indicators have been assured by Ernst & Young Associates LLP

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

As required under Regulation 23(1) of the Listing Regulations, 2015, your Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on your Company''s website: www.hindustanfoodslimited.com.

The transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. All the transactions with Related Parties are placed before the Audit Committee and also the Board for approval. Prior Omnibus approval of the Audit Committee and approval of your Board is obtained for the transactions which are foreseeable and a repetitive of nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. Further, there were no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company. Accordingly, no transactions are required to be reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

OTHER DISCLOSURES

No disclosure or reporting is made with respect to the

following items, as there were no transactions during the

year under review:

â¢ There was no change in the nature of business

â¢ The issue of Shares to the employees of the Company under any scheme (sweat equity or stock options)

a) Resignation of Mr Harsha Raghavan (DIN: 01761512), as Non-Executive Non-Independent Director of your Company with effect from June 20, 2023 due to increase in his professional responsibilities and commitments.

b) HFL Multiproducts Private Limited, incorporated on June 23, 2023 under the Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and is yet to commence its business.

c) Based on the recommendation of the Nomination and Remuneration Committee vide Circular Resolution passed on June 22, 2023, the Board of Directors of your Company, vide Circular Resolution dated June 29, 2023, have approved the appointment of Ms Amruta Adukia (DIN: 07877389), as an Additional Director in the category of Non-Executive Non-Independent Director of your Company with effect from June 29, 2023.

Pursuant to Section 161 of the Companies Act, 2013, Ms Amruta Adukia (DIN: 07877389), the Additional Director will vacate the office at the ensuing Annual General Meeting of your Company. Your Board has recommended for her re-appointment. Being eligible, she has offered herself to be appointed as the Director of your Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors nor the Cost Auditors reported to the Audit Committee of the Board, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report under section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of matters pertaining to conservation of energy, technology absorption, Foreign

exchange earnings and outgo, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - IV to this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2023 is uploaded on the website of your Company and can be accessed at www.hindustanfoodslimited.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. Your Board has constituted Internal Complaints Committees (''ICCs'') pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. ICCs is responsible for redressal of complaints related to sexual harassment at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, there were no complaints referred to the ICCs.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

CORPORATE GOVERNANCE

It has been the endeavor of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. The following forms part of this Annual Report:

â¢ Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries

â¢ There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

â¢ There was no instance of one time settlement with any Bank or Financial Institution.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company during the year under review.

Mar 31, 2022

Your Directors are pleased to present Your Company''s 37th (Thirty-Seventh) Annual Report on the business and operations, together with the Audited Financial Statements (Standalone) for the Financial Year ended March 31, 2022.

(Rs. In Lakhs)
Particulars	2021-22	2020-21*
Total Revenue	202,601.80	140,989.80
Profit for the year before finance charges and depreciation	12,043.45	9,283.07
Less Finance charges	1,978 20	1,89342
Profit before depreciation	10,065 25	7,389.65
Less Depreciation	2,375 69	1,941.31
Profit / (Loss) for the year after finance charges and depreciation / before tax for the year	7,689.56	5,448.34
Less: Provision for Tax -
Current Tax	1,32705	958.53
Mat Credit utilisation of earlier year	603 68	109.75
Deferred Tax	75113	839.93
Tax adjustments pertaining to previous years	-	(393 15)
Profit for the year after Tax	5,007.70	3,933.29
Other Comprehensive Income	42.67	7.38
Total Comprehensive Income	5,050.37	3,940.66
*Previous years numbers are restated Your Company did not transfer any amounts to the General Reserve during the Year.

YEAR IN RETROSPECT

The Financial Year 2021-22 saw your Company delivering another record operational performance in-line with your Board''s expectations and guidance. Your Company has further strengthened its existing businesses and customers while building new capabilities and new relationships. Despite the COVID-19 related disruptions at the beginning of the Financial Year 2021-22 followed with the second and third wave of COVID-19 towards the close of the year, your Company reported a jump in the revenues by around 44% compared to previous year and a very healthy growth in the profit after tax (''PAT''). The year under review has delivered a strong growth considering an eventful year and achieved the revenue targets of Rs. 2,000 Crores turnover for the Financial Year 2021-22. Your Company reported a turnover of Rs. 2,026 Crores for the year under review as compared to Rs. 1,409.9 Crores during the previous year, a growth of nearly 44%. Its PAT of Rs. 50.1 Crores for the year under review was also 27% more than the Rs. 39.3 Crores in the previous year.

During the year under review, your Company has provided additional loan to its Wholly-Owned Subsidiary Company, HFL Consumer Products Private Limited (''HCPPL''). Your Directors are pleased to inform that HCPPL has successfully set up the Ice Cream Plant in Uttar Pradesh and has made its first commercial production in April, 2022, your Directors are

confident that HCPPL will ramp up its production in Lucknow facility to its rated capacity by Q2 of 22-23.

Your Company got the approval from the Hon''ble NCLT, Mumbai Bench in the matter of the Composite Scheme of Arrangement and Amalgamation of another Vanity Case group''s plant at Coimbatore manufacturing malted beverages viz. Horlicks and Boost for Hindustan Unilever and merger of ATC Beverages Private Limited, manufacturing carbonated drinks and beverages and the said mergers has boost your Company''s turnover and profitability during the Financial Year 2021-22.

The Mysuru unit has achieved its highest ever turnover in Q4''22. In addition to its existing customer, Hector Beverages (Paper Boat), Your Company now manufactures for Tata Consumer Products Limited. Your Company expects to do a turnover of around Rs. 75 Crores from this site and the Board has further approved the augmentation of the beverage capacity in Mysuru by a further investment of Rs. 35 Crores.

Your Directors are further pleased to inform you that your Company''s acquisition of Aero Care Personal Products LLP (100% Partnership in LLP) has also added the growth in your Company''s turnover and ACPPL had achieved its highest ever turnover in the Month of March, 2022. Your Company expects to do a turnaround of Rs. 100 Crores of turnover by ACPPL in Financial Year 2022-23.

Your Company also ventured into the Knitted Shoes (Sports Shoes) manufacturing two of the top brands in the category at your Company''s facility at Tamil Nadu and the shoe-making facility in Vasai [Mumbai] has also started producing injection moulded sandals and flip-flops. Your Directors are confident that they will enter into a multiyear contract for the same, which will add significant growth to your Company in the coming years in this new venture.

Your Board is confident that Customers will look at your Company''s track record of executing greenfield projects flawlessly and integrating the acquisitions seamlessly and continue to propel us towards our next goal of achieving the target of Rs. 4,000 Crores of turnover by Financial Year 2024-25.

REVISION IN THE FINANCIAL STATEMENT

The Composite Scheme of Arrangement and Amalgamation (''the Scheme''), presented under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules prescribed thereunder, for the business combination of Coimbatore Manufacturing Unit of Avalon Cosmetics Private Limited (''Avalon Cosmetics'') with the Company was approved by the Hon''ble National Law Tribunal (Mumbai Bench) vide its order dated December 21, 2021 ("the NCLT Order"). The Certified copy of the NCLT Order was filed with Registrar of Companies on February 18, 2022. Consequently, the Scheme become operative from February 18, 2022 and effective from April 1, 2020 i.e. appointed date.

The said business combination has been accounted under the ''pooling of interests'' method in accordance with Appendix C of Ind AS 103 ''Business Combination'' and the previously issued Standalone Financial Statements of the Company for the year ended March 31, 2021 included in this Annual Report have been restated to give effect to the Scheme. All the assets and liabilities of the Coimbatore Manufacturing Unit of Avalon Cosmetics have been transferred to and vested in the Company at its carrying value w.e.f. April 1, 2020 and the amount of Rs. 263.67 Lakhs is recorded as capital reserve on account of the Scheme. In consideration of the business combination, the Company has allotted 13,49,283 (Thirteen Lakhs Forty Nine Thousand Two Hundred and Eighty Three) Equity Shares of Rs. 10/- each credited as fully paid up Equity Shares of Company to the Shareholders of Avalon Cosmetics for each Equity Share held in Avalon Cosmetics.

Pursuant to the business combination between Coimbatore Manufacturing Unit of Avalon Cosmetics and the Company with effect from April 1, 2020, the profit attributable to the Equity Shareholders for the comparative periods have been

restated to include the figures of Coimbatore Manufacturing Unit of Avalon Cosmetics. Accordingly, as per the requirement of the Ind AS 33 ''Earnings per Share'', the Basic and Diluted earnings per Share of the comparative year have been restated taking into consideration the Equity Shares issued to the Shareholders of Avalon Cosmetics. Further, the current tax and deferred tax amounts in the comparative year have been restated owing to the said business combination.

Your Company was holding 44.43% stake in ATC Beverages Private Limited (ABPL). On February 18, 2022, the Company completed the Merger of ABPL via an all-Equity Merger under which one Share of the Company was allotted for every 16,228 (Sixteen Thousand Two Hundred and Twenty Eight) Shares of ABPL as a consideration for acquiring remaining 55.57% stake. The Composite Scheme was filed with the Registrar of Companies on February 18, 2022, and effective from April 1, 2020 i.e. appointed date. Accordingly, February 18, 2022, is considered as the acquisition date, i.e. the date on which control is transferred to the Company. The business combination has been accounted for using the acquisition accounting method under ''Ind AS 103- Business Combinations''. All identified assets acquired, and liabilities assumed on the date of Merger were recorded at their fair value. This amalgamation resulted in a Goodwill amounting to Rs. 157.70 Lakhs.

SHARE CAPITALCHANGE IN CAPITAL STRUCTURE

During the year under review, in accordance with the Order dated December 21, 2021 of the Hon''ble National Company Law Tribunal (''NCLT''), in the matter of Composite Scheme of Arrangement and Amalgamation between Avalon Cosmetics Private Limited (''Demerged Company'' or ''ACPL'') and ATC Beverages Private Limited (''Transferor Company'' or ''ABPL'') and your Company (''Resulting Company'' or ''Transferee Company'' or ''Resulting Company'') (''the Scheme''), your Company''s Authorised Share Capital stands increased from existing Rs. 24,00,00,000/- (Rupees Twenty Four Crores Only) divided into 2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs. 10/- each and 2,00,000 (Two Lakhs) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- each to Rs. 55,15,22,530/- (Rupees Fifty Five Crores Fifteen Lakhs Twenty Two Thousand Five Hundred and Thirty Only) divided into 5,31,52,253 (Five Crores Thirty One Lakhs Fifty Two Thousand Two Hundred and Fifty Three) Equity Shares of Rs. 10/- each and 2,00,000 (Two Lakhs) 9% Redeemable NonConvertible Preference Shares of Rs. 100/- each.

In accordance with the Order dated December 21, 2021 of the Hon''bie NCLT, in the said matter of the Scheme, the Share Allotment Committee of Your Company has issued and allotted 13,50,460 (Thirteen Lakhs Fifty Thousand Four Hundred and Sixty) Equity Shares of your Company to the eligible Shareholders of ACPL and ABPL, who were holding the Shares of ACPL and ABPL as on the Record Date on March 5, 2022 and hence the Issued, Subscribed and Paid-up Share Capital as on March 31, 2022 stands increased from Rs. 22,79,80,780/- (Rupees Twenty Two Crores Seventy Nine Lakhs Eighty Thousand Seven Hundred Eighty Only) divided into 2,11,98,078 (Two Crores Eleven Lakhs Ninety Eight Thousand and Seventy Eight) Equity Shares of Rs. 10/- each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- each to Rs. 24,14,85,380/- (Rupees Twenty Four Crores Fourteen Lakhs Eighty Five Thousand Three Hundred Eighty Only) divided into 2,25,48,538 (Two Crores Twenty Five Lakhs Forty Eight Thousand Five Hundred and Thirty Eight) Equity Shares of Rs. 10/- each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- each.

Your Company has Sub-divided/Split of existing 1 (One) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 5 (Five) Equity Shares of Rs. 2/- (Rupees Two Only) each fully paid up by passing an Ordinary Resolution passed by the Shareholders of the Company by way of Postal Ballot through E-voting on dated July 1, 2022.

Your Company''s Authorised Share Capital as on the date of this report is Rs. 55,15,22,530/- (Rupees Fifty Five Crores Fifteen Lakhs Twenty Two Thousand Five Hundred and Thirty Only) divided into 26,57,61,265 (Twenty Six Crores Fifty Seven Lakhs Sixty One Thousand Two Hundred and Sixty Five) Equity Shares of Rs. 2/- (Rupees Two Only) each and 2,00,000 (Two Lakhs) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- (Rupees One Hundred Only) each.

And the Issued, Subscribed and Paid-up Share Capital as on the date of this report is Rs. 24,14,85,380/- (Rupees Twenty Four Crores Fourteen Lakhs Eighty Five Thousand Three Hundred Eighty Only) divided into 11,27,42,690 (Eleven Crores Twenty Seven Lakhs Forty Two Thousand Six Hundred and Ninety) Equity Shares of Rs. 2/- each and 1,60,000 (One Lakhs Sixty Thousand) 9% Redeemable Non-Convertible Preference Shares of Rs. 100/- each.

Your Company has not issued any Shares with differential voting rights or by way of Rights issue or Sweat Equity Shares or Shares under ESOP Further, it has not provided any money

to its employees for purchase of its own Shares hence your Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

Other / Debt Securities

Your Company has not issued any Debentures during the year under review. No other debt securities had been issued by your Company during the year.

MERGERS AND ACQUISITIONS

During the year under review, your Company received the approval and an Order dated December 21, 2021 of the Hon''ble NCLT, approving the Composite Scheme of Arrangement and Amalgamation under Section 230-232 and other applicable provisions of the Act, between (i) Avalon Cosmetics Private Limited (''The Demerged Company'' or ''ACPL''), (ii) ATC Beverages Private Limited (''The Transferor Company'' or ''ABPL'') with (iii) Your Company (''The Resulting Company'' or ''The Transferee Company'' or ''HFL'') which interalia provides for i) De-Merger of Coimbatore business of ACPL with the Company and ii) Merger of ABPL with the Company. The appointed date was April 1, 2020 and the Scheme became effective on February 18, 2022.

During the year under review, your Company acquired 100% Partnership interest in Aero Care Personal Products LLP (''Aero Care''). Aero Care is a Limited Liability Partnership engaged in the business of Manufacture and Trade of cosmetics, Personal Care and Toiletries products. The acquisition of 100% partnership interest in Aero Care is in line with your Company''s earlier announcement to enter into the contract manufacturing and expansion of its business into Colour Cosmetics, Personal Care and Toiletries products.

During the year under review, your Company has executed Share Purchase Agreement on January 24, 2022 with Reckitt Benckiser (India) Private Limited to acquire 100% Issued, Subscribed and Paid-up Equity Share Capital of Reckitt Benckiser Scholl India Private Limited (''RBSIPL''). RBSIPL is engaged in the business of manufacturing and supply of footcare products.

The acquisition of the Shares of RBSIPL is in line with your Company''s strategy to enter Contract Manufacturing and expansion of its business into OTC Healthcare and Wellness products. Your Company has identified RBSIPL as a suitable acquisition target because it is a financially healthy organisation and your Company had announced its intention to enter into the Contract Manufacturing in this segment of OTC Health care and wellness. Post completion

of the transactions contemplated under the Share Purchase Agreement, your Company shall hold 100% of the total Equity Share Capital of RBSIPL and thereby will become the Wholly-Owned Subsidiary Company of your Company.

DIVIDEND

To conserve resources and in order to strengthen the Company''s financials, your Directors do not recommend any Dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on Market Capitalisation are required to formulate a Dividend Distribution Policy, accordingly your Board has formulated and adopted the Policy. Your Company''s Dividend Distribution Policy is based on the parameters laid down by SEBI Listing Regulations, and the details of the same are available on the Company''s website at www.hindustanfoodslimited.com.

LISTING INFORMATION

Your Company''s Equity Shares are listed on BSE Limited (''BSE'') and are also permissible to be traded on the terminal of the National Stock Exchange of India Limited (''NSE'') apart from trading on BSE. The applicable listing fees for Financial Year 2022-23 have been paid to the Stock Exchange before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the year under review.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialisation through National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''). As on March 31, 2022, 97.11 % of the Equity Shares of your Company were held in Demat form. The Company has been allotted New ISIN: INE254N01026 effective July 22, 2022 after Sub-division/Split of Equity Shares of the Company from Face Value of Rs. 10/- each to face value of Rs. 2/- each.

ACCREDITATION

Your Company continues to enjoy Food Safety System Certification 22000 accreditation made by SGS United Kingdom Limited.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the

Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid/ unclaimed deposits as on March 31, 2022.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

HFL Consumer Products Private Limited, incorporated on August 6, 2020 under the Companies Act, 2013 is a Wholly Owned Subsidiary of your Company and is yet to commence its commercial operations in Food & Beverages manufacturing facility for a leading FMCG brand.

During the year under review, effective January 1, 2022 since your Company acquired 100% Partnership interest in Aero Care Personal Products LLP (''Aero Care''), your Company has 100% Management control in the business of Aero Care. Pursuant to the Order dated December 21, 2021 of the Hon''ble NCLT, Mumbai Bench, in the matter of Composite Scheme of Arrangement and Amalgamation between Avalon Cosmetics Private Limited (''Demerged Company'' or ''ACPL'') and ATC Beverages Private Limited (''Transferor Company'' or ''ABPL'') and your Company (''Resulting Company'' or ''Transferee Company'' or ''HFL'') (''the Scheme''), ATC Beverages Private Limited ceased to be an Associate Company w.e.f February 18, 2022 i.e from the effective date of the Scheme. Your Company monitors performance of the Subsidiary Companies, inter alia, Financial Statements, in particular investments made by Subsidiary Companies, are reviewed quarterly by the Company''s Audit Committee.

Minutes of Board Meetings of Subsidiary Companies are placed before the Company''s Board regularly.

A statement containing all significant transactions and arrangements entered into by Subsidiary Companies are placed before your Board.

Presentations are made to your Board on business performance of major Subsidiaries of your Company by the Senior Management.

Your Company''s Policy for determining Material Subsidiaries is available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by your Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.

Pursuant to section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of each Subsidiary, Joint Venture and joint operations in the prescribed Form AOC-1 forms part of the Financial Statements to this Report.

Pursuant to section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary and Joint Venture Companies are kept for inspection by the Shareholders at the Registered Office of your Company. The statements are also available on the Company''s website www.hindustanfoodsiimited.com.

CREDIT RATING

During the year under review, India Ratings and Research (Ind-Ra) has upgraded Long-Term Issuer Rating to ''IND A / Stable'' from ''IND A/Stabie''. The outlook is Positive.

DIRECTORS'' RESPONSIBILTY STATEMENT

To the best of our knowiedge and beiief and based on the information and representations received from the operating management, your Directors make the foiiowing statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annuai Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annuai accounts have been seiected and appiied consistently and judgement and estimates have been made that are reasonabie and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

(d) that the annuai accounts have been prepared on a going concern basis;

(e) t hat proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

(f) that proper systems to ensure compiiance with the provisions of aii applicable laws are in place and that such systems are adequate and operating effectively.

MANAGEMENT AND KEY MANAGERIAL PERSONNEL DIRECTORSRE-APPOINTMENT OF INDEPENDENT DIRECTOR

During the year under review, considering the vast experience, acumen, positive attributes and significant contribution made by Mr Shashi Kaiathii (DIN: 02829333), and recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors in their Meetings held on May 26, 2021 and August 11, 2021 respectiveiy, the Sharehoiders of your Company in their 36th AGM approved by passing the Special Resolution, re-appointment of Mr Shashi Kaiathii (DIN: 02829333) as the Non-Executive, Independent Director of your Company for a second term of another five years effective from September 24, 2021 to September 23, 2026.

RESOLUTIONS TO BE PASSED AT THE ENSUING AGM DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Harsha Raghavan (DIN: 01761512) Non-Executive, Non-Independent Director of your Company, retires by rotation at the ensuing Annuai Generai Meeting and being eligible, Mr Harsha Raghavan offers himseif for re-appointment. Your Board has recommended his re-appointment.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

Ms Honey Vazirani (DIN: 07508803), Independent Director of your Company, was appointed as an Independent Director, by the Members in their 32nd AGM heid on September 27, 2017 for a first term of 5 years upto the conciusion of the 37th Annuai Generai Meeting to be heid in the year 2022. Accordingiy, Ms Vazirani''s 1st term tenure compietes on conciusion of the ensuing AGM on September 22, 2022. Based on the recommendations by the Nomination and Remuneration Committee, the Board of Directors at their Meetings heid on May 20, 2022 and subject to approvai of the Members of your Company, has recommended re-appointment of Ms Honey Vazirani as the Non-Executive, Independent Director of your Company for a second term starting from September 23, 2022 to September 22, 2027.

RE-APPOINTMENT OF MANAGING DIRECTOR

Your Board in its Meeting heid on May 20, 2022, on recommendation of the Nomination and Remuneration Committee and subject to the approvai of the Sharehoiders have re-appointed Mr Sameer Kothari (DIN: 01361343), as

Managing Director of your Company for five years w.e.f. May 22, 2022 upto May 21, 2027.

Your Company''s Sharehoiders has aiready passed the necessary resoiution for Re-appointment of and Remuneration payabie to Mr Sameer Kothari, as Managing Director for a term of 5 (five) years through Postai Baiiot by way of remote e-voting on Juiy 1, 2022 according to the provisions of Companies Act, 2013, SEBI LODR Reguiations, appiicabie circuiars issued by MCA and SEBI and any other appiicabie iaws.

Resoiutions seeking the appointments/ re-appointments of the Directors aiongwith their profiie as required under Reguiation 36(3) of SEBI Listing Reguiations forms part of the Notice of the ensuing Annuai Generai Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, Mr Sameer R Kothari, Managing Director, Mr Ganesh Argekar, Whoie Time Director, Mr Mayank Samdani, Chief Financiai Officer and Mr Bankim Purohit, Company Secretary are the Key Manageriai Personnei of the Company.

INDEPENDENT DIRECTORS DECLARATION

Pursuant to Section 149(7) of the Companies Act, 2013, Your Company has received deciarations, from aii the Independent Directors of the Company viz., Mr Shashi Kumar Kaiathii, Ms Honey Vazirani, Mr Neeraj Chandra and Mr Sandeep Mehta confirming that they meet the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and Reguiation 16(b) of the SEBI (Listing Obiigations and Disciosure Requirements) Reguiation, 2015 in respect of their position as an "Independent Director" of your Company. In terms of provisions of Section 134(3) (d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of aii these deciarations of independence received from aii the Independent Directors and have undertaken due assessment of the veracity of the same.

Further, the Independent Directors of your Company have confirmed that, they are not aware of any circumstance or situation, which couid impair or impact their abiiity to discharge duties with an objective independent judgment and without any externai influence.

Your Board is of the opinion that, the Independent Directors of your Company (inciuding the Independent Directors reappointed during the year) possess requisite quaiifications, experience, expertise (inciuding proficiency) and they hoid the

highest standards of integrity that enabies them to discharge their duties as the Independent Directors of your Company. Further, in compiiance with Ruie 6(1) of the Companies (Appointment and Quaiification of Directors) Ruies, 2014, aii Independent Directors of your Company have registered themseives with the Indian Institute of Corporate Affairs.

FAMILIARISATION PROGRAMMES

Famiiiarisation programmes for the Independent Directors were conducted during the Financiai Year 2021-22. Apart from this, there were quarteriy business presentations by Mr Mayank Samdani, Chief Financiai Officer of the Company. Detaiis of the famiiiarisation programme are expiained in the Corporate Governance Report and are aiso avaiiabie on the Company''s website and can be accessed at www. hindustanfoodsiimited.com.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of four Board Meetings are heid annuaiiy. Additionai Board Meetings are convened by giving appropriate Notice to address the Company''s specific needs and business Agenda. The Meetings of your Board of Directors are pre-scheduied and intimated to aii the Directors in advance in order to heip them pian their scheduie. In case of business exigencies or urgency of matters, approvais are taken by convening the Meetings at a Shorter Notice with consent of the Directors or by passing resoiutions through circuiation as permitted under the appiicabie iaw, which are noted and confirmed in the subsequent Board and Committee Meetings.

During the year under review, the Board of Directors of your Company met 4 (Four) times i.e. on May 26, 2021, August 11, 2021, November 12, 2021 and February 11, 2022 the detaiis of the Board Meetings and the attendance records of the Directors are provided in the Corporate Governance Report which forms part of this Annuai Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Scheduie IV of the Companies Act, 2013, the Independent Directors of the Company shaii hoid at ieast one Meeting in a year without attendance of Non-Independent Directors and Members of the Management. Accordingiy, Independent Directors of your Company met on May 26, 2021. Aii the Independent Directors were present for the Meeting.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Reguiation 17(10) of the SEBI (Listing Obiigations and

Disclosure Requirements) Regulation, 2015, your Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board and its Statutory Committees. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the Management.

Based on various criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

AUDIT COMMITTEE

During the year under review, the Audit Committee comprised of Mr Shashi K Kalathil who serves as the Chairman of the Committee, Ms Honey Vazirani, Mr Sarvjit Singh Bedi and Mr Sandeep Mehta as the other Members. The terms of reference etc., number of Meetings of the Audit Committee are provided in Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference, number of Meetings held during the year under review etc. of the Nomination and Remuneration Committee are provided in Corporate Governance Report which forms part of this Annual Report. The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.hindustanfoodslimited. com and forms part of this Annual Report as Annexure I.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition, terms of reference, number of Meetings held during the year under review etc. of the Stakeholders Relationship Committee are provided in Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE

As required under the Companies Act, 2013 a CSR committee of the Board is duly constituted to formulate and recommend to the Board CSR Policy indicating the Company''s CSR Activities to be undertaken. The CSR Policy as recommended by the Committee and as approved by your Board is available

on the Company''s website viz. www.hindustanfoodslimited. com.

The CSR Committee comprises of 3 (Three) Members out of which 1 (One) is Independent Director. The Committee is chaired by Mr Sameer Kothari and Mr Ganesh Argekar and Mr Shashi Kalathil are the other Members of the CSR Committee. During the year under review, the Committee met 2 (Twice) on August 11, 2021 and February 11, 2022. Details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report. During the year under review, the Company took various initiatives towards financial, medical and community support in the fight against COVID-19 pandemic. Based on the recommendation of the CSR Committee for the amount of expenditure to be incurred on the CSR activities, your Board and the Management of your Company had contributed towards the specified activities laid down under your Company''s policy on expenditure on CSR.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure II forming part of this Annual Report.

RISK MANAGEMENT COMMITTEE

Knowing the importance of managing and pre-empting risks effectively for sustaining profitable business, your Company has constituted a Risk Management Committee, in line with the SEBI Listing Regulations, as it is covered and applicable to the top 1000 Listed Companies based on the Market Capitalisation for the immediately preceding Financial Year. The composition, terms of reference, number of Meetings held during the year under review etc. of the Risk Management Committee are provided in Corporate Governance Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEM

Your Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) ("IFC") of the Companies Act, 2013. Your Board believes your Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. Your Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as business evolves. Your Company has a process in

place continuously identify such gaps and implement newer

and or improved controls wherever the effect of such gaps

would have a material effect on the Company''s operations.

AUDITORS1. Statutory Auditors

M/s. M S K A & Associates, Chartered Accountants (Registration No. 105047W) were appointed as the Statutory Auditors for a period of 5 (five) consecutive years commencing from the conclusion of the 32nd Annual General Meeting held on September 27, 2017 until the conclusion of the 37th Annual General Meeting to be held on September 22, 2022. Accordingly, M/s. M S K A & Associates, will be completing their 1st term of five years at the conclusion of the forthcoming 37th Annual General Meeting on September 22, 2022.

Your Board is proposing to re-appoint M/s. M S K A & Associates, Chartered Accountants (Registration No. 105047W), as the Statutory Auditors for a 2nd term period of 5 years commencing from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the year 2027.

M/s. M S K A & Associates is a leading professional services firm engaged in the field of audit, taxation, risk and transaction advisory services.

M/s. M S K A & Associates have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommends the re-appointment of M/s. M S K A & Associates, Chartered Accountants as Statutory Auditors of your Company from the conclusion of the ensuing 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the year 2027.

2. Cost Auditors

such cost accountants and records. Your Board on recommendation of the Audit Committee of the Board of Directors in their Meetings held on August 9, 2022 has appointed M/s. Poddar & Co., Cost Accountants (Firm Registration No: 101734) as the Cost Auditors of the Company for the year 2022-23 under Section 148 and all other applicable provisions of the Act.

M/s. Poddar & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of Section 141 (3) (g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members'' ratification for the remuneration payable to M/s. Poddar & Co. is included at Item No. 6 of the Notice convening the ensuing AGM.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules thereunder, your Board of Directors has appointed CS Pankaj Desai, Practicing Company Secretary (COP no 4098 & Membership no. 3398) to carry out the Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31, 2022 forms a part of this Annual Report as Annexure IV. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

STATUTORY AUDITORS'' OBSERVATIONS

The notes on Financial Statements referred to in the Statutory Auditor''s Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Statutory Auditors'' Report which requires any clarification or explanation.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2021-22 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Mechanism for the Directors and Employees to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Code. It also provide for adequate safeguards against victimisation of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistleblower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. This policy is also posted on the website of the Company at www.hindustanfoodslimited.com. The Audit Committee of your Company oversees the Vigil Mechanism.

RISK MANAGEMENT

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. Your Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organisation''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

BUSINESS RESPONSIBILITY REPORTING

As stipulated under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility Report highlighting your Company''s sustainability initiatives, forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

RELATED PARTY TRANSACTIONS

As required under Regulation 23(1) of the Listing Regulations, 2015, your Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the Company''s website: www.hindustanfoodslimited.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of your Company, which has occurred between the end of the Financial Year of your Company i.e. March 31, 2022 and the date of Board''s Report i.e. August 9, 2022 except Reckitt Benckiser Scholl India Private Limited became the Wholly-Owned Subsidiary Company of your Company effective July 1, 2022 on completion of the acquisition of 100% Shareholding of RBSIPL against the payment of Rs. 74.98 Crores under Share Purchase Agreement.

Further, Your Company has Sub-divided/Split of existing 1 (One) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 5 (Five) Equity Shares of Rs. 2/-(Rupees Two Only) each fully paid up by way of Ordinary Resolution passed by the Shareholders of the Company by way of Postal Ballot through E-voting on dated July 1, 2022 and the Clause V of the Memorandum of Association has been amended due to Sub-division/Split of Equity shares. Your Company has received the Stock Exchange approval and July 22, 2022 was the record date for the purpose of Sub-division of the Equity Shares.

Global Pandemic - COVID-19

Despite the COVID-19 vaccination efforts having gained momentum in the Financial Year 2021-22, uncertainty rose due to the resurgence of the second wave and third wave of the COVID cases across many parts of India and lockdown restrictions in different states of varying degrees. While there have been local lockdowns in many locations, your Company has been operating its plants till date with minimal disruption. We would like to iterate that your Company accords the highest priority to the safety and well-being of its employees, customers, vendors, business partners and the communities in which it operates. Your Company continues to closely monitor the rapidly changing situation, while ensuring adherence to Government guidelines and advisories, in addition to its own Internal Control and Corporate Governance standards. Necessary safety and hygiene protocols like wearing of face masks, social distancing norms, workplace sanitation and vaccination of the employees were followed in compliance with the regulations of the local authorities, which encouraged the employees of your Company to give their best efforts even in the third wave and your Company''s plants were operating without any disruption.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors nor the Cost Auditors reported to the Audit Committee of the Board, under section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended March 31, 2022 is given in a separate Annexure to this Report as Annexure III .

The Annexure in pursuance to the Rule 5 (2) of the Companies

(Appointment and Remuneration) Rules, 2014, is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 37th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of matters pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - V to this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2022 is uploaded on the website of your Company and can be accessed at www.hindustanfoodslimited.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, your Company has formulated an Internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) and circulated to all the employees, which provides for a proper mechanism for redressal of complaints of sexual harassment. Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. Your Board has constituted Internal Complaints Committees (ICCs) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. ICCs is responsible for redressal of complaints related to sexual harassment at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, there were no complaints referred to the ICCs.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

CORPORATE GOVERNANCE

It has been the endeavor of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. The following forms part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

OTHER DISCLOSURES

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

â¢ There was no change in the nature of business

â¢ The issue of Shares to the employees of the Company under any scheme (sweat equity or stock options)

â¢ Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries

â¢ There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

â¢ There was no instance of one time settlement with any Bank or Financial Institution.

APPRECIATION AND ACKNOWLEDGEMENT

Mar 31, 2018

Directors'' Report -

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company and the Audited financial accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS Rs. in lacs

	2017-18	2016-17
Total Revenue	13998.28	3890.07
Profit for the year before Finance charges and depreciation	1118.26	313.84
Less: Finance charges	131.25	94.66
Profit before depreciation	987.01	219.18
Less: Depreciation	121.68	136.24
Profit/(Loss) for the year after Finance charges and depreciation / before tax for the year Less: Provision for Tax -	865.33	82.94
Current Tax	55.30	30.00
Deferred Tax	213.39	(13.62)
Mat Credit Entitlement of earlier year	(30.89)
Profit for the year after Tax	627.53	66.58
Other Comprehensive Income	(2.74)	(17.54)
Total Comprehensive Income	624.79	49.02

The Company did not transfer any amounts to the general reserve during the year.

YEAR IN RETROSPECT

The year under review has been a truly "Leap" year for the Company. During the year under review, the Company continued to manufacture extruded foods at its Goa plant but also took a quantum jump to introduce new product categories, new customers and new geographies. The leather business acquired in the last year was consolidated and expanded. The Company signed on new customers for the leather business as well including marquee brands like Steve Madden, U.S. Polo etc.

The Company has acquired the facility for manufacturing Mortein brand of Pest Control products from Reckitt Benckiser India Private Limited and entered into a long term contract for the facility. This acquisition marked the Company''s entry in North India and given the long term nature of the contract, also ensures that the Company has clear visibility of its earnings for the next few years.

The Company also acquired another leather business, G Shoe Export which had been in the business for the last 40 years exporting shoes to high street brands like Dune, Bocage etc. to U.K., France and Italy. We believe that this acquisition will result in greater synergies for the Company and allow the Company to grow its leather business further.

The Company also entered into a contract with Hindustan Unilever to set up a large tea packing unit in Coimbatore. This facility is expected to start commercial production from Q3 of FY19 and we are confident that this will further add to the scale and profitability of the Company.

The Company also initiated the process of acquiring a detergent manufacturing factory in Hyderabad. This acquisition will result into the Company strengthening it relationship with Hindustan Unilever Limited and will also open a new geography and product category for the Company.

The Company reported a turnover of Rs. 13998.28 lakhs for the year under review as compared to Rs. 3890.07 lakhs during the previous year and a profit after tax of Rs. 627.53 lakhs for the year under review as compared to Rs.66.58 lakhs during the previous year.

SHARE CAPITAL

The Board of Directors of the Company in its meeting held on 24th May, 2018 have approved to increase its Authorized Share Capital from Rs. 15,00,00,000 (Rupees Fifteen Crores Only) to Rs. 21,50,00,000/- (Rupees Twenty One Crores Fifty Lacs Only) divided into 1,95,00,000 (One Crores Ninety Five Lacs) Equity Shares of Rs. 10/- each and 2,00,000 (Two Lakhs) 9% Redeemable Preference shares of Rs. 100/- each and to allot 500000 Equity shares of Rs.10/- each to the promoters/promoter group on preferential basis.

Special resolution has been passed by the shareholders approving the same and the Company has allotted 500000 Equity shares of Rs.10/- each at a premium of Rs.290/- to the promoters/promoter group on preferential basis.

SHIFT OF REGISTERED OFFICE:

The Board of Directors of the Company in its meeting held on 24th May, 2018 approved shifting of the registered office of the Company from State of Goa to State of Maharashtra i.e Dempo House, Campal, Panaji, Goa 403001 to Office No. 03, Level 2, Centrium, Phoenix Market City, 15, Lal Bahadur Shastri Rd, Kurla, Mumbai, Maharashtra 400070.

Special Resolution has been passed by the shareholders approving the same. The process of shifting is underway and is subject to necessary approvals.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company in its meeting held on 24th May, 2018 have proposed a scheme of arrangement where under the Contract Manufacturing (Hyderabad) Business of Avalon Cosmetics Private Limited will be demerged into the Company subject to necessary approvals.

DIVIDEND

To conserve resources and in order to strengthen the Company''s financials, your Directors do not recommend any dividend for the year under review.

LISTING INFORMATION

The equity shares of the Company are listed on BSE Limited (BSE) The listing fees for the year 2018-2019 have been paid to BSE. ACCREDITATION

The Company continues to enjoy Food Safety System Certification 22000 accreditation made by SGS United Kingdom Ltd.

PUBLIC DEPOSITS

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

SUBSIDIARY COMPANIES

The Company did not have any subsidiary as on 31st March, 2018.

DIRECTORS'' RESPONSIBILITY STATEMENT

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the

proper explanation relating to material departures;

(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nikhil Vora ( DIN 05014606 ) retires by rotation at the forthcoming Annual General Meeting, being eligible, Mr. Nikhil Vora offers himself for re-appointment. Your Board has recommended his reappointment.

Brief resume of the director proposed for re-appointment together with other relevant details form part of the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sameer R. Kothari, Managing Director, Mrs. Beena M. Mahambrey, Company Secretary and Mr. Kedarnath Swain, CFO, are the Key Managerial Personnel of the Company.

Mr. Sameer R. Kothari has replaced Mr. Ganesh T. Argekar as the CEO & KMP with effect from 22nd May, 2017.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013, from the Independent Directors of the Company viz., Mr. Shashi Kumar Kalathil, Adv. Sudin M. Usgaonkar and Ms. Honey Vazirani confirming that they meet the criteria of independence as prescribed under sub-section

(6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations in respect of their position as an "Independent Director" of Hindustan Foods Limited.

MEETINGS OF THE BOARD OF DIRECTORS

A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company''s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shashi K. Kalathil who serves as the Chairman of the Committee, Mr. Ganesh T. Argekar and Ms. Honey Vazirani as the other members. The terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.hflgoa.com.

The Salient features of the Nomination and Remuneration Policy is included in this Report as Annexure - I.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees.

Based on various criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

INTERNAL CONTROL SYSTEM

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) ("IFC") of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business.

Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

STATUTORY AUDITORS

As per the requirements of Section 139(2) of the Companies Act, 2013 (''the Act''), M/s. MSKA & Associates, Chartered Accountants (Registration No. 105047W) were appointed as statutory auditors for a period of 5 years at the 32nd Annual General Meeting held on 27th September, 2017.

As per notification issued by Ministry of Corporate Affairs dated 7th May, 2018, ratification of the statutory auditors at the Annual General Meeting is not required.

STATUTORY AUDITORS'' OBSERVATIONS

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors'' Report which requires any clarification or explanation.

COST AUDIT

The maintenance of cost records is not applicable to the Company as per the amended companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company has appointed CS Sadashiv V. Shet, Practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31st March, 2018 forms a part of this Annual Report. The same is self explanatory and requires no comments.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been posted on the Company''s website www.hflgoa.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

RISK MANAGEMENT

The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

As required under Regulation 23(1) of the Listing Regulations, 2015, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the Company''s website: www.hflgoa.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR :

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2018 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 33rd Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - II to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company in its meeting held on 24th May, 2018 has constituted CSR Committee in compliance with Section 135 of the Companies Act, 2013 read with rules made thereunder.

Composition of CSR Committee is as under: Sr. No. Name of the Director Chairman/Member

1. Mr. Sameer Kothari Chairman

2. Mr. Ganesh Argekar Member

3. Mr. Shashi Kalathil Member

ANNUAL RETURN

Annual Return of the Company has been placed on the Company''s website www.hflgoa.com

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has constituted an Internal Complaints Committee (ICC) and formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

CORPORATE GOVERNANCE

It has been the endeavour of the Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of corporate governance.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government

authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

SAMEER R. KOTHARI GANESH T. ARGEKAR

Managing Director Executive Director

DIN: 01361343 DIN: 06865379

Panaji,Goa.

13th August, 2018

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and the audited financial accounts for the year ended March 31, 2015.

Financial Results Rsin lacs For the twelve For the six months ended months ended March 31, 2015 March 31, 2014

Profit for the year before Finance charges and depreciation 535.06 49.72

Less: Finance charges 155.14 68.55

Profit/(Loss) before depreciation 379.92 (118.27)

Less: Depreciation 129.68 14.68

Profit/(Loss) for the year after Finance charges and depreciation 250.24 (132.96)

Less: Surplus B/F from statement of Profit & Loss of previous year (905.33) (772.37)

Add: Value of Fixed Assets with useful life completed w/off (1.89) -

Balance carried to Balance Sheet (656.98) (905.33)

Transfer to Reserves

The Company did not transfer any amounts to the general reserve during the year.

Year in Retrospect

During the year under review, the Company continued the manufacturing of snack food 'Kurkure' for M/s. Pepsico India Holdings Pvt. Ltd. Over the year, the quantities produced saw a remarkable increase.

The Company has been able to record significant increase in the baby food business as well. An important milestone has been the manufacturing of the finished products 'Farex', 'Easum' and 'First Food', the infant food brands of M/s. Nutricia International Pvt. Ltd., for which the Company used to manufacture only the extruded base in the previous years.

For the Financial Year ended March 31, 2015, the Company achieved better results and reported turnover of '2,849.08 lacs and profit after tax of'250.24 lacs, after making certain financial adjustments and write-off.

Apart from the above, the Company has also entered into manufacturing and supply agreements with M/s. Mankind Pharma Ltd. and M/s. The Himalaya Drug Company.

Dividend

Considering the carry forward losses and in order to strengthen the Company's financials, your Directors do not recommend dividend for the year under review.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture and Associate Company.

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE).

The listing fees for the year 2015-2016 have been paid to BSE.

Accreditation

The Company holds Food Safety System Certification 22000 accreditation made by SGS United Kingdom Ltd.

Public Deposits

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

Changes in Directors and Key Managerial Personnel

During the year under review, your Board inducted Mrs. Pallavi S. Dempo as an Additional Director of the Company with effect from March 21,2015 in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act 2013 she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mrs. Pallavi S. Dempo as Director of the Company. Your Board has recommended the appointment of Mrs. Dempo as Director liable to retire by rotation.

Pursuant to Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Soiru V. Dempo, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment.

Brief resumes of the Directors being appointed / re-appointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the rules made there under, the Whole-time Director (designated as "Executive Director") Mr. Ganesh T. Argekar was designated / classified as whole-time Key Managerial Personnel of the Company and Mr. Kedarnath Swain of the Holding Company, Vanity Case (India) Pvt. Ltd. was appointed / designated as the Chief Financial Officer (CFO) and whole time Key Managerial Personnel of the Company during the year under review. Further, Mrs. Beena M. Mahambrey, ACS 18806, an Associate Member of the Institute of Company Secretaries of India was appointed as the Company Secretary and whole time Key Managerial Personnel of the Company with effect from May 26, 2015.

Number of meetings of the Board of Directors

The Board of Directors of the Company met 4 times during the year 2014-2015 i.e. on May 19, 2014, August 14, 2014, November 10, 2014 and February 11,2015.

The gap between two consecutive meetings did not exceed one hundred twenty days.

Audit Committee

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.hflgoa.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Independent Directors' Declarations

The independent Directors of the Company, viz. Mr. Dr. A. B. Prasad, Adv. Sudin M. Usgaonkar and Mr. Ashok N. Manjrekar have filed their declarations with the Company at the beginning of the financial year 2015-16 affirming that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 in respect of their position as an "Independent Director" of Hindustan Foods Limited.

Directors' Responsibility Statement

As required by Section 134(5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confirm that:

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

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

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

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

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

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually, Audit Committee and the Chairman of the Board, on various parameters like level of their engagement and contribution, independence of judgement, safeguarding the interest of the Company and its shareholders.

Nomination and Remuneration Committee

The composition, key objectives etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.hflgoa.com

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. A five member Internal Complaints Committee (ICC) has been constituted in accordance with the Act.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

Auditors

The Auditors, R. Sundararaman & Co., were re-appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years upto the conclusion of the 32nd Annual General Meeting in 2017. They are eligible for re-appointment for the financial year 2015-16. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting for a period upto the conclusion of the 32nd Annual General Meeting of the Company.

Auditors' Report

The notes on account referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors' Report which requires any clarification or explanation.

Secretarial Audit

During the year under review, CS Sadashiv V. Shet, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

Internal Control System

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) ("IFC") of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

Particulars of loans, guarantees or investments

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Related Party Transactions

There were no transactions with related parties during the year under review as defined under Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on to the Company website www.hflgoa. com (Weblink: http://hflgoa.com/pdf/Related%20Party%20Transaction%20Policy_HINDUSTAN%20 FOODS%20LIMITED.pdf)

Particulars of Employees

None of the employees of the Company were in receipt of remuneration exceeding Rs60 lacs per annum or more throughout the year nor exceeding Rs5 lacs per month or more for part of the financial year 2014-15.

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31,2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 30th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - I to this Report.

Corporate Social Responsibility (CSR)

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

Risk Management

The Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure - II and forms an integral part of this Report

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. For and on behalf of the Board of Directors Shrinivas V. Dempo Chairman Panaji, Goa, May 26, 2015. DIN: 00043413

Mar 31, 2014

Dear Members,

The Directors present the Twenty-Ninth Annual Report and the Audited Accounts of the Company for the Six months period ended 31st March, 2014.

Financial Results:

The Financial Results of the Company for the period under review are as follows: (Rs. in Lacs)

For the Six For the Twelve months ended months ended 31st March, 2014 30st September, 2013 Profit /(Loss) for the year before (49.72) (5.23)

Finance charges and depreciation 68.55 92.56

Finance charges (118.27) (97.79)

Profit /(Loss) before depreciation 14.68 22.43

Depreciation (132.95) (120.22)

Profit /(Loss) carried to Balance Sheet

Change in Shareholding (Holding Company) due to the Scheme of Amalgamation of Dempo Foods Pvt. Ltd. with Vanity Case India Pvt. Ltd.

During the year under review, Dempo Foods Pvt. Ltd., the Holding Company has merged / amalgamated in Vanity Case India Pvt. Ltd. in terms of the Bombay High Court Order dated 22nd November, 2013.

Consequent to the above amalgamation, the merged entity, Vanity Case India Pvt. Ltd. will hold 74.45% of the paid-up share capital of the Company and will be considered as "Promoter" / (New Holding Company) of Hindustan Foods Limited.

Company''s Activites:

During the period under report, the Company has continued to manufacture intermediate foods for third parties. Your Company recorded a net turnover of Rs.318 lacs and loss after tax of Rs.133 lacs.

The Company has started commercial production of snack food ''Kurkure'' from February, 2014 for M/s. Pepsico India Holdings Pvt. Ltd.

The Company has entered into a Manufacturing & Supply Agreement with M/s. Nutricia International Pvt. Ltd. to manufacture Weaning Cereals - Complementary Foods, for a period of 5 years.

Dividend:

In view of loss for the period under report and accumulated losses of previous years, the Directors regret their inability to recommend dividend.

Accreditation:

The Company continues to enjoy ISO 22000:2006 accreditation made by Bureau Veritas.

Public Deposits:

Your Company has not accepted or renewed any fixed deposits from the public during the period under report.

Directors:

In terms of the Articles of Association of the Company, Dr. Asht Bhuja Prasad, Director, retires at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member proposing Dr. Asht Bhuja Prasad for appointment as an Independent Director under the Companies Act, 2013, not liable to retire by rotation.

The Company has also received requisite notices in writing from a member proposing to appoint Adv. Sudin M. Usgaonkar and Mr. Ashok N. Manjrekar (currently Directors of the Company liable to retire by rotation) for appointment as Independent Directors under the Companies Act 2013, not liable to retire by rotation.

The Company has received declarations from the Independent Directors proposed to be appointed at the forthcoming Annual General Meeting confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing agreement with the stock exchange.

In order to adhere to the new provisions of the Companies Act, 2013, Mr. Soiru V. Dempo resigned as Executive Director of the Company with effect from May 19,2014. Accordingly, the Board of Directors of the Company at their meeting held on May 19, 2014 appointed Mr. Soiru V. Dempo as an Additional Director effective from May 19,2014. Mr. Dempo holds office up to the date of the ensuing Annual General Meeting but is eligible for reappointment.

Consequent to the resignation of Mr. Soiru V. Dempo as Executive Director of the Company, the Board of Directors of the Company at their meeting held on May 19, 2014 appointed Mr. Ganesh T. Argekar as an Additional Director and Whole-time Director with the designation "Executive Director" effective from May 19, 2014 for a period of three years. His appointment is subject to the approval of the Members of the Company.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

a) In the preparation of accounts for the Six months period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Six months period and of the loss of the Company for the period under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the accounts for the Six months period ended 31st March, 2014 on a going concern basis.

Auditors :

The Auditors, R. Sundararaman & Co., Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and have confirmed their availability within the limits of Section 139(1) of the Companies Act, 2013.

The Board recommends their appointment as Statutory Auditors of the Company Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1 )(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company''s compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Vanity Case India Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of the Board of Directors

Ganesh T. Argekar Executive Director Panaji Dated: 14th August, 2014

Sep 30, 2013

The Directors present the Twenty-Eighth Annual Report and the Audited Accounts of the Company for the twelve months period ended 30th September, 2013.

Financial Results:

The Financial Results of the Company for the period under review are as follows:

(Rs. in Lacs)

For the Twelve For the Eighteen months ended months ended 30th September, 2013 30th September, 2012

Profit /(Loss) for the year before

Finance charges and depreciation (5.23) (60.00)

Finance charges 92.56 71.58

Profit/(Loss) before depreciation (97.79) (131.58)

Depreciation 22.43 31.96

Profit/(Loss) carried to Balance Sheet (120.22) (163.54)

Consolidation of Promoter Group holding in one Company :

During the year, the Promoter Group holding in the Company consisting of 37,22,294 equity shares held by M/s. V. S. Dempo Holdings Pvt. Ltd., M/s. Marmagoa Shipping & Stevedoring Co. Pvt. Ltd., M/s. Dempo Industries Pvt. Ltd., and M/s. Motown Investments Pvt. Ltd., were consolidated and transferred to M/s. Dempo Foods Pvt. Ltd. as inter se transfer amongst qualifying parties. The Promoter Group holding in the Company remains intact to 74.45% of paid-up equity capital.

Company''s Activates:

During the period under report, the Company has continued to manufacture intermediate foods for third parties. Your Company recorded a net turnover of Rs.603 lacs and loss after tax of Rs.120 lacs.

The Company has entered into :

i) Manufacturing and Supply Agreement with Pepsico India Holdings Private Ltd. to manufacture on monthly basis, mainly Kurkure Extruded Products and any other products as may be mutually agreed in future, under the trademark of "Pepsico" for a period up to 30/06/2014.

ii) Manufacturing & Supply Agreement with M/s. Mankind Pharma Ltd. to manufacture its product under the brand name "Tomilac Powder" for a period upto 16/09/2015.

iii) Manufacturing & Supply Agreement with M/s. Himalaya Drug Company to manufacture its product under the brand name "Hiowna" for a period upto 01/09/2018.

Dividend :

In view of loss for the period under report and accumulated losses of previous years, the Directors regret their inability to recommend dividend.

Accreditation:

The Company continues to enjoy ISO 22000:2006 accreditation made by Bureau Veritas.

Public Deposits:

Your Company has not accepted or renewed any fixed deposits from the public during the period under report.

Directors :

In terms of the Articles of Association of the Company, Mr. Ashok N. Manjrekar, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

a) In the preparation of accounts for the twelve months period ended 30m September, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of twelve months period and of the loss of the Company for the period under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the accounts for the twelve months period ended 30th September, 2013 on a going concern basis.

Auditors :

Auditors of the Company, R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1)(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company''s compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Dempo Foods Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers. ''

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors

Soiru V. Dempo

Executive Director

Panaji

Dated : 15th November, 2013

Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report and the Audited statements of accounts of the Company for the year ended 31st March, 2011.

Operations :

The Company has manufactured intermediate foods for Third Parties, during the year under review.

Financial Results : 2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs) Profit/(Loss) for the year before

Finance charges and depreciation 41.60 (1.01)

Finance charges 13.46 27.87 Profit/(Loss) before depreciation 28.14 (28.88)

Depreciation 22.26 32.82

Profit carried to Balance Sheet 5.88 (61.40)

Dividend :

In view of accumulated losses, your Directors do not recommend any dividend for the year under review.

Directors:

Mr. Ashok N. Manjrekar and Dr. A. B. Prasad retire by rotation and are eligible for re-appointment, which the Board recommends. The Board has re-appointed Mr. Soiru V. Dempo as a Whole-time Director (designated as "Executive Director") for a period of three years w.e.f. 1st April, 2011. Your approval to the said re-appointment is sought vide resolution set out in Item No. 5 of the accompanying Notice.

Directors' Responsibility Statement:

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

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

Particulars of Employees :

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1)(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors :

Auditors of the Company M/s. R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Company's compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors place on record their appreciation of the continuing business relationship by M/s. Lockhart Limited.

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. V. S. Dempo Holdings Pvt. Ltd., the holding company from time-to-time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors

Place : Panaji SOIRUV. DEMPO

Date : 30th July, 2011 Executive Director

Mar 31, 2010

The Directors have pleasure in presenting their Twenty-fifth Annual Report and the Audited statements of accounts of the Company for the year ended 31 st March, 2010.

Operations :

During the year under review, the Company has launched its brand BONNY MIX in selective markets.

Financial Results :

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Profit/(Loss) for the year before

Finance charges and depreciation: (1.01) 8.75

Finance charges 27.87 29.08

Profit/(Loss) before depreciation (28.88) (20.33)

Depreciation 32.82 30.98

Loss Carried to Balance Sheet (61.40) (51.31)

Dividend :

In view of accumulated losses, your Directors do not recommend any dividend for the year under review.

Directors :

Mr. N. C. Chaudhuri and Adv. Sudin M. Usgaonkar retire by rotation and are eligible for re-appointment, which the Board recommends.

Directors Responsibility Statement:

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

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Particulars of Employees:

None of the employees of the Company was in receipt of remuneration exceeding the limit prescribed in the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Particulars of Conservation of Energy etc.:

In terms of Section 217(1 )(e) of the Companies Act, 1956 [as amended] and the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the additional information, as required, is furnished as Annexure forming part of this Report.

Auditors :

Auditors of the Company M/s. R. Sundararaman & Co., Chartered Accountants, Chennai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors Report:

In respect of the observations of the auditors in their report, the relevant financial notes are self- explanatory.

Corporate Governance :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a report on Corporate Governance are provided in separate sections as a part of this Annual Report. A Certificate from the Statutory Auditors of the Company certifying the Companys compliance with the requirement of corporate governance in terms of Clause 49 of the Listing Agreement with the Stock Exchange is also annexed to the section on Corporate Governance.

Acknowledgments :

Your Directors place on record their appreciation of the continuing business relationship by M/s. Wockhardt Limited.

Your Directors also place on record their deep appreciation for the valuable support and guidance from M/s. Esmeralda Investments Pvt. Ltd., the holding company from time to time as well as Bank of Maharashtra, the bankers.

The Directors acknowledge the co-operation and contribution of the employees of the Company.

For and on behalf of Board of Directors

Place Panaji Soiru V. Dempo

Date 25th May, 2010 Executive Director

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