Directors Report of RKD Agri & Retail Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 38^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31^st March, 2024 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars	2023-2024	2022-2023
Gross Income	2,21,53,299	1,66,41,750
Net Profit/(Loss) Before Tax	5,78,,725	4,45,284
Provision for Tax	1,20,163	61,131
Net Profit/(Loss) After Tax	--	--
Balance of Profit brought forward	--	--
Balance available for appropriation	--	--
Proposed Dividend on Equity Shares	--	--
Tax on Proposed Dividend	--	--
Transfer to General Reserve	--	--
Surplus carried to Balance Sheet	4,58,562	3,84,153

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The total reserves for the financial year 2023-2024 is Rs. - (1,09,32,532)/-

4. CHANGE IN SHARE CAPITAL

There are following changes in Equity Share Capital of the Company in the Year.

• 17350000 equity shares of Re. 1/- each allotted on 05-05-2023 having distinctive no. 4800001 to

22150000 at a par to Promoter and Non-Promoter on a preferential basis pursuant to conversion of warrants:

Lock in Details:

4430000 Equity shares (Distinctive No. 4800001 to 9230000) are locked in upto 31-12-2024 12920000 Equity Shares (Distinctive No. 9230001 to 22150000) were locked in upto 31-12-2023

• 23475000 equity shares of Rs. 1/- each at par allotted on 10-02-2024 having distinctive No.

22150001 to 45625000 to Promoter and Non-Promoters on a preferential basis pursuant to conversion of warrants.

Lock in Details:

6775000 Equity Shares (Distinctive No. 22150001 to 28925000) are locked in upto 30-11-2024 4695000 Equity Shares (Distinctive No. 28925001 to 32265000) are locked in upto 30-11-2025 12005000 Equity Shares (Distinctive No. 32265001 to 45625000) are locked in upto 30-11-2024

Total of 40825000 Equity Shares were allotted during the year.

These shares are ranking pari-passu with the old equity shares of the company.

5. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business.

6. COMPANY’S PERFORMANCE AFFAIR

Your Directors are positive about the Company''s operations and making best efforts to implement the cost reduction measures to the extent feasible.

7. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

9. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company. Company is in the Business of Agriculture and Retail Trading.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2024 and the date of this Directors'' Report i.e. 3^rd September, 2024 except as mentioned in this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Nilesh Malshi Savla, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

ROSHNI SHEDGE AND RAKSHA YADAV are appointment as an Independent Director of the Company with effect from 03-09-2024.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

Sr. No.	Date	Sr. No.	Date
	Board Meeting	Audit Committee
1.	12-04-2023	1.	25-05-2023
2.	05-05-2023	2.	09-08-2023
3.	25-05-2023	3.	10-11-2023
4.	09-08-2023	4.	07-02-2023
5.	29-08-2023
6.	10-11-2023
7.	07-02-2024
8.	10-02-2024

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

14. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

1) Audit Committee

The composition of the Audit Committee is as under:

Sr. No.	Name	Category	Designation
1	Samirkumar Sampat*	Independent Director	Chairman
1.	Raksha Yadav**	Independent Director	Member
2	Hetal Dave*	Independent Director	Chairperson
3	Roshni Shedge**	Independent Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the Audit Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-082024.

** Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Audit Committee w.e.f. 03-09-2024.2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No.	Name	Category	Designation
1	Samirkumar Sampat*	Independent Director	Chairman
1.	Raksha Yadav**	Independent Director	Member
2	Hetal Dave*	Independent Director	Chairperson

3	Roshni Shedge1	Independent Director	Member
3	Nilesh Savla2	Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the Nomination and Remuneration Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-08-2024.

** Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Nomination and Remuneration Committee w.e.f. 03-09-2024.*** Nilesh Savla has resigned from Nomination and Remuneration Committee w.e.f. 03-0920243) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is as under:

Sr. No.	Name	Category	Designation
1	Samirkumar Sampat*	Independent Director	Chairman
1.	Raksha Yadav1	Independent Director	Member
2	Hetal Dave*	Independent Director	Chairperson
3	Roshni Shedge1	Independent Director	Member
3	Nilesh Savla2	Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the 1)Stakeholders Relationship Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-08-2024.

17. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any, M/s. MNT & Associates, Chartered Accountants (FRN: 124913W) is appointed as Statutory Auditor of the Company from 36^th Annual General Meeting till the conclusion of 41^st Annual General Meeting for FY 2026-2027 of the Company.

18. AUDITORS’ REPORT

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

19. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK & ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024.

Secretarial Auditor''s observation and Management''s explanation to the Auditor''s observation -

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014

3. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in newspaper, E-voting, News Paper Advertisement for Book Closure.

For Point Number 1, 2 and 3:

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

4. The Composition of the Nomination and remuneration Committee is not adequate and proper as required under Sec 178(1) of Companies Act, 2013 and under Regulation 19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Company would try and comply with all the provisions to the fullest extent.

5. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company will make the payment of Listing fees to the BSE Limited for Financial Year 2023-2024. Company will make sure to do the payments within due dates in future.

The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013.

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2023-2024 and hence no complaint is outstanding as on 31 March, 2024 for Redressal.

22. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

23. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

24. RELATED PARTY TRANSACTION

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

During the Year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length basis and in the Ordinary Course of Business. Prior Members approval is obtained for related party transactions as a Special Resolution in the 37^th Annual General Meeting of the Company anticipating amount exceeding 10% of the total turnover based on last Audited Financial Results of the Company.

However, during the year the Company did not have any contracts or arrangements with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable to the Company for FY 2023-2024.

Details of transactions entered into by the Company, in terms of IND AS 24 have been disclosed in the notes to the Standalone/Consolidated financial Statements forming part of this Report.

25. EXTRACT OF ANNUAL RETURN

The Annual Return for Financial Year 2023-2024 as per provisions of the Act and Rules thereto, is available on the Company''s website at https://www.hfpltd.in/cms/3/Investor-Relation.

26. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company''s website.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company''s internal control system is commensurate to the size, scale and complexities of its operations.

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

29. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

30. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd. Further, the Company was listed on Ahmedabad Stock Exchange and Vadodara Stock Exchange which were derecognized pursuant to SEBI order.

31. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under review, the Company has not made any investments or given guarantee''s or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company does not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

32. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

1

Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Stakeholders Relationship Committee w.e.f. 03-09-2024.

2

Nilesh Savla has resigned from Stakeholders Relationship Committee w.e.f. 03-09-2024

15. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors, Senior Management and their remuneration.

16. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) 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 true and fair view of the state of affairs of the Company for the year under review.

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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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Mar 31, 2014

The Members

Himalchuli Food Product Limited

Surat

The Directors hereby present the Twenty Eighth Annual Report together with the Audited Statement of Accounts for the aforesaid year.

FINANCIAL RESULTS: (Figure in Rs.) Year ended Year ended 31/03/2014 31/03/2013

Income from Operations 64,60,000 9,82,929

Other Income 0 13,127

Expenditure 64,35,662 9,80,719

Profit for the year before Tax 24,338 15,337



DIVIDEND

Due to the requirement of Fund for further expansion, the Directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Omprakash Rambilash Agarwal, retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re- appointment.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied 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 as at March 31, 2014 and of the Profit of the Company for the said year;

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

(iv) The annual accounts have been prepared on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs. 2,00,000/- P.M or Rs. 24,00,000/- P.A.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant any special conservative measures.

B. Technology absorption, adaptation and innovation: The applicable Disclosures has been made as per Form B of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as follows:

Form B

Specific areas in which R & D carried out by the company

The Company does not have separate R & D Lab. However, with the existing testing lab the company''s chemists and engineers have been continuously involved in upgradation of the quality of the product.

Benefits derived as a result of the above R & D.

Future plan of action.

Efforts to continue further improvement in the existing products and bring in new range of products.

Expenditure on R & D: Nil

Efforts, in brief, made towards

technology absorption, adaptation and innovation.

The Company has installed imported machinery from Germany in its polymer bags division.

Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

Not Applicable

In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Not Applicable

Technology Imported Not Applicable

Year of import. Not Applicable

Has technology been fully absorbed- Not Applicable

If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action

Not Applicable

COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. M.BUHA & CO., Practicing Company Secretaries and the same has been attached to this Report.

PUBLIC DEPOSITS

The company has neither invited nor accepted any public deposits during the period under review.

AUDITORS

M/s. C. S. Jariwala and Co., Chartered Accountants retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letters from Auditor to the effect that their re–appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re–appointment.

AUDITOR''S REPORT

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation.

ACKNOWLEDGEMENTS

The Directors take pleasure in thanking the Company''s business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors Place: Surat (Omprakash Agarwal) (Vivek Goel) Date:28th May 2014 Managing Director Director

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Mar 31, 2013

To, The Member of Himalchuli Food Product Limited Surat

The directors have pleasure in presenting their Annual Report and the audited statement of accounts for the year ended on 31st March, 2013 together with the auditors report thereon. The directors give hereunder their report with respect to the matters specified in section 217 of The Companies Act 1956. 1 State of affairs

Particulars 2012-2013

Income Rs. 982929.00

Other Income Rs. 13127.00

Expenses Rs. 980719.00

Profit for the year before tax Rs. 15337.00

Directors do not propose to recommend any dividend or propose transfer any amount to reserves. The provision for tax is Rs.2980/- 2. Material Changes affecting Financial Position of company after date of balance Sheet.

No material changes have occurred affecting financial position of company after date of balance sheet. 3 Particulars of energy Conservation of Energy Etc. :

A. CONSERVATION OF ENERGY

a Energy conversation measures taken: Nil

Additional investment and proposals, if any, There are no

b being implemented for reduction of consumption proposals of energy Impact of measures at (a) & (b) above for reduction of energy consumption and

c Does not arise consequent impact on the cost of production of goods:

B. TECHNOLOGY ABSORPTION Form B

Research & Development (R & D)

Specific area in which R & D carried by the

1 Nil company

2 Benefits derived as a result of the above R & D Does not arise

3 Future plan of action No plans at present

4 Expenditure on R & D Nil Technology absorption, adaptation and innovation

1 Efforts being made towards technology None absorption, adaptation and innovation

Benefits derived as a result of the above efforts

2 e.g. Product improvement cost, reduction, None product development, import substitution etc.

3 Imported technology : Not applicable C. FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports, initiatives taken to increase exports, development of new export None markets for products and services and export plans

Total Foreign Exchange used and earned

Earnings Nil Out Go Nil

Company is not carrying any manufacturing activity and the particulars of consumption of energy are not applicable.

6. Information about employees

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

7. Directors responsibility statement Your Directors confirm that:

in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the loss of the company for the year.

The directors has 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 The directors had prepared the accounts on going concern basis. 9. Auditors Report

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation. 10 Acknowledgements

The Directors express their sincere thanks to all the individuals, governments agencies, bankers and the employees of company s who have given support and co operation during the year.

Place : Surat For & On Behalf of the Board of Directors

Sd/-

Omprakash Agarwal

Date : 29.05.2013 Sd/-

Vivek Goel Directors

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Mar 31, 2011

To

Shareholders

Himalchuli Food Products Limited

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011

OPERATIONS AND FUTURE PLANS

The company did not made any business activity during the year . The other income of Rs. 1,15,338 00 comprises of commission, dividend etc. The company has however repaid all dues towards creditors mainly to company's bankers M/s Union bank of India. The amount has been repaid form the internal resources of directors and companies controlled by them. The directors proposes to restart business activities during current year.

DIVIDEND:

Since the Company has not carried on any activity and has no profits during the year the directors do not recommend any dividend for year ending 31.03.2011.

DIRECTORS

There is no change in Board of Directors during the year. Shri Omprakash Agarwal retires by rotation and has offered himself for reappointment. The directors recommend reappomtment of Shri Omprakash Agarwal as director of company. Information pursuant to clause 49 of listing agreement in respect of directors being reappointed is as under.

Shri Omprakash Agarwal retires by rotation at this Annual General Meeting. He do not have formal academic education qualification but is having rich experience as industrialist. He is 64 years age and is not having directorship in any other public companies with public interest. He is the not the Chairman of any committee of Board of directors

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate 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 the loss of the Company for the period;

iii) That the Directors had 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 had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The paid up share capital of company is below Rs.300.00 lacs and mandatory compliance of corporate governance stipulated in listing agreement is not applicable to company however company has been complying with major requirements of corporate governance and a report there on forming part of directors report is attached to this report as Annuxure 'A

LISTING AGREEMENTS REQUIREMENTS:

The securities of you company are listed at Mumbai, Ahmedabad and vadodra Stock Exchanges Trading in company's securities remained suspended at Mumbai Stock Exchanges for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange. No trading in shares have taken place at other exchanges.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS AND AUDITORS REPORT

M/s C. S. jariwala & Co. , Chartered Accountants Surat, Auditors of the Company retire at the ensuing "Annual General Meeting. They have expressed their willingness for reappointment. The qualifications/comments in auditors reports are self explanatory and in opinion of Board do not call for any further comments/clarifications.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities and the consumption of electricity is negligible. However measures have been taken to make sure that there is no wastage of energy Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is not relevant on account no activities in company the same may be treated as nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo is nil.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of Board of Directors

Omprakash Agarwal Chairman and Managing Director

Place: Surat Date : 14.04.2011

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Mar 31, 2010

The Members Himalchuli Food Products Limited Surat

The Directors have pleasure in presenting their Annual Report and the audited statement of accounts for the year ended on 31st Mareh9 2010 together with the auditors report thereon. The directors give hereunder their report with respect to the matters specified in section 217 of The Companies Act 1956.

1 State of affairs

Particulars 2009-2010

Income Rs. 00.00

Other Income Rs. 195539.00

Financial Charges Rs. 205.00

Depreciation Rs. 00.00

Profit/(Loss) before Rs. 145826.00 Tax

Proposed Dividend Rs. 0.00

Transfer to General Rs. 0.00 Reserve

2. Material Changes affecting Financial Position of company after date of balance Sheet. No material changes have occurred affecting financial position of company after date of balance sheet

3 Particulars of energy Conservation of Energy Etc

A. CONSERVATION OF ENERGY

a Energy conversation measures taken: Nil

b Additional investment and proposals, if any, being There are no proposals implemented for reduction of consumption of energy Impact of measures at (a) & (b) above for reduction

c of energy consumption and consequent impact on the Does not arise

cost of production of goods:

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1 Specific area in which R&D carried by the company Nil

2 Benefits derived as a result of the above R&D Does not arise

3 Future plan of action No plans at present

4 Expenditure on R & D Nil Technology absorption, adaptation and innovation

1 Efforts being made towards technology absorption, None adaptation and innovation Benefits derived as a re sult of the above efforts e.g.

2 Product improvement cost, reduction, product None

development, import substitution etc.

3 Imported technology Not applicable

C. FOREIGN EXCHANGE EARNING AND OUTGO Activities relating to exports, initiatives taken to increase exports, development of new export markets None for products and services and export plans Total Foreign Exchange used and earned

Earnings Nil Out Go Nil

6. Material Changes during the year affecting State of affairs of company and class of business

No material changes have occurred during the tear which has affected the state of affairs of company or class of business In which company has interest except that the company's bankers have sold off the assets of the company and appropriated the proceeds towards their dues.

7. Information about employees

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

8. Directors responsibility statement Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been.followed along with proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 financial year and of the loss of the company for the year,

(ill) The directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities, and

(iv) The directors had prepared the accounts on going concern basis.

9. Auditors Report

The directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanation.

10. Acknowledgements

The Directors express their sincere thanks to all the individuals, governments agencies, bankers and the employees of company s who have given support and co operation during the year

Place : Surat For & on Behalf of the Board of Directors Sd- Omprakash Agarwal

Date : 26.04.2010 Sd-Vivek Goel

Directors