Directors Report of Sampre Nutritions Ltd.

Mar 31, 2015

Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2015.

 

REVIEW OF PERFORMANCE:

PErtiCUlaiS	March 3111, 2D15	March 31I[, 2014
Income (Induing Ott»&r friccme}	10;24,33,&13	15,41,45,010
Expenses (Including exceptional items)	10j03,77,aS2	14.97,20.007
Pnofifl/rt-oss-) before interest, Depreciation & Tax fPBIDTA)	1,38,03,479	1,62,03.602
Finance Charges	40,95,027	29,56*720
Depredation Si amortization	1,16,97,213	1,13,38.599
Net Profit/fLoss) Before Tax	21.06.261	44,25,003
Provision for tax including Deferred Tax	0.14,477	10,34,405
Met ProfMLoss) after tax	12,91,764	33,90.599
Add/fUss): Share of Prolix (Loss> or Associate Companies	Â	-
Add / (Less): Minority Interest ¦ Share of Profit! (Loss)	¦	-
Net Profit / (Loss)	12,91,704	33,90,5$$
EPS
fiaslc	0.2T	070
Diluted	02T	070

 

Operational Review:

 

During the year under review the company continued the manufacturing of “Eclairs” for M/s.
Mondelez India Foods Pvt Limited ( formerly known as Cadbury India Ltd).

During the financial year 2014-15, your Company recorded turnover of Rs. 1025 Lakhs and
earned a Net Profit after tax of Rs. 12.92 Lakhs compared to Turnover of Rs. 1541 Lakhs and
Net Profit after tax of Rs. 33.91 Lakhs during the previous financial year.

Apart from above, the Company has also entered into manufacturing and supply agreement
with M/s. Dharampal Satyapal Ltd, Gurgaon.

 

DIVIDEND:

 

Due to insufficiency of profits your directors do not recommend any dividends for the financial
year 2014-15.

 

DEPOSITS:

 

Your company has not accepted any deposits falling under Section 73 of the Companies Act,
2013 and Companies (Acceptance of Deposits) Rules, 2014, during the year.

 

SUBSIDIARY/ASSOCIATE COMPANIES:

 

Your Company did not have any subsidiary or Associate Company for the financial year
ended on March 31, 2015.

 

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declarations have been given by all the Independent Directors of the Company that they
comply with all the criteria of independent director as envisaged in Clause 49 of the Listing
Agreement and Section 149(6)the Companies Act, 2013.

 

PARTICULARS OF EMPLOYEES:

 

There are no employees whose particulars are required to be furnished pursuant to Section
197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as the remuneration of none of the
employees has exceed the limits specified therein.

 

Some of the disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Form MGT-9 forming part
of the Annual Report.

 

Having regard to the provisions of sections 136(1) read with its relevant provisions of the
companies act 2013, the annual report excluding part of the above said information is being
sent to the member of the company. The said information is available for inspection at the
Registered Office of the company during working hours and any member interested in obtaining
such information may write to the company and the same will be furnished without any fee and
free of cost.

 

DIRECTORS’ RESPONSIBILITY STATEMENT:

 

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company hereby
confirm that:

 

1. In the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable
   accounting standards have been followed along with the proper explanation relating to
   material departures if any.

    

2. 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 true
   and fair view of the state of affairs of the Company at the end of the financial year
   ended 31st March, 2015 and of the profit and loss of the Company for that period;

    

3. 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 frauds and other irregularities;

    

4. The Directors have prepared the annual accounts on a going concern basis.

    

5. The directors had laid down internal financial controls to be followed by the Company
   and that such internal fianancial controls are adequate and operating effectively; and

    

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

 

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS:

 

1. Board Meetings

The Board of Directors of the Company met Seven times during the year 2014-15. The
details of various Board Meetings are provided in the Corporate Governance Report.
The gap intervening between two meetings of the board is as prescribed in the Companies
Act, 2013.

 

1. Changes in Directors & Key Managerial Personnel.

 

During the year Mr. George Kurian resigned from the directorship of the company w.e.f
19.03.2015, the Board puts on record its appreciation for services rendered by him as

 

director of the Company. Further Mr. Vamshi Srinivas Vempati was appointed as Chief
Financial Officer (CFO) of the Company w.e.f. 27.03.2015.

Re-Appointment.

 

Mrs. Meera Gurbani, Director of the company retire by rotation at the ensuing Annual
General Meeting and being eligible, offer herself for re-appointment.

The following Independent Directors who were appointed in the 23rd Annual General
Meeting held on 27th September 2014 for a period of Five (5) years, will continue to be
on the Board till the conclusion of Annual General Meeting to be held in the calendar
year2019.

 

1. Banala Jayaprakash Reddy

2. Umra Singh Sirohi

 

The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Act, that they meet the criteria of independence
as laid down in Section 149(6) of the Act.

 

0. Board Committees.

 

The Company has the following Committees of the Board:

 

1. Audit Committee

2. Nomination and Remuneration Committee.

3. Stakeholders’ Relationship Committee.

 

Sub-committees:

 

Share transfer Committee

 

The composition of each of the above Committees, their respective role and responsibility
is as detailed in the Report of Corporate Governance.

 

1. Remuneration policy

 

The policy framed by the Nomination and Remuneration committee under the provisions
of Section 178(4) of the Act, is as below:

 

The remuneration policy of the Company has been so structured in order to match the
market trends of the confectionary industry. The Board in consultation with the
Nomination and Remuneration Committee decides the remuneration policy for directors.
The company has made adequate disclosures to the members on the remuneration
paid to Directors from time to time. Remuneration / Commission payable to Directors
is determined by the contributions made by the respective directors for the growth of
the company.

 

2. Board Evaluation

 

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, and the manner in which such performance evaluation was carried out is
as under.

 

The performance evaluation framework is in place and has been circulated to all the
directors to seek their response on the evaluation of the entire Board and independent
directors. The Nomination and Remuneration Committee shall carry out evaluation of
director’s performance.

 

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the
interest of the Company, striving to attend meetings of the Board of Directors/ Committees
of which he is a member/ general meetings, participation constructively and actively in
the meetings of the Board /committees of the Board etc.

 

2. Vigil Mechanism

 

The Company has established a whistle-blower policy and also established a
mechanism for Directors and employees to report their concerns. The details of the
same is explained in the Corporate Governance Report.

 

3. Related Party Transactions.

 

Company has not entered into any transactions with related parties during the financial
year. Hence requirment of disclosure under section 134(3) (h) r/w Rule 8 of the
Companies (Accounts) Rules, 2014 not applicable.

 

AUDITORS:

 

At the 23rd Annual General Meeting held on 27th September, 2014, M/s. RRK & Associates.,
Chartered Accountants were appointed as Statutory Auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the year 2019. In terms of the
first proviso of Section 139 of the Companies Act, 2013 and the Rules framed there under,
the appointment of the Auditors shall be placed for the ratification at every AGM and members
to authorize the Board of Directors to fix their remuneration. Accordingly, the appointment of
M/s. RRK & Associates, as Statutory Auditors of the Company is placed for ratification by
the shareholders.

 

SECRETARIAL AUDITOR:

 

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a
measure of good corporate governance practice, the Board of Directors of the Company
appointed M/s. V K Bajaj & Associates, Company Secretaries, to conduct Secretarial
Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for Financial
year 2014-15 is herewith appended as Annexure 1 to the Board’s report With reference to
remarks of secretarial auditors regarding appointment of Company Secretary as Key
Managerial Person, your Board of Directors would like to bring to your kind notice that
Company is putting all efforts to recruit a Company Secretary at the earliest.

With regards to advances to sister concerns Board would like to inform you that those
advances are given in the ordinary course of business.

 

2. AUDIT COMMITTEE RECOMMENDATION:

 

During the year all the recommendations of the Audit Committee were accepted by the
Board. The Composition of the Audit Committee is as described in the Corporate Governance
Report.

 

EXTRACT OF ANNUAL RETURN:

 

The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 2.

 

2. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

 

Company has neither made any investments nor given any guarantee during the financial
year except outstanding advances to the Associate Companies.

 

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

 

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in the Annexure 3 to this Report.

 

PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

 

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the
Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the
performance of the Board of Directors and their committees, along with performance of
individual Director in the light of Company’s performance. The performance of the Directors
individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are
committed to give their best efforts towards the development of the Company.

 

Corporate Governance report, Management Discussion & Analysis Report :

 

As per clause 49 of the listing agreements entered into with the stock exchanges,
management Discussion and Analysis report and Corporate Governance report along with
auditor’s certificate thereon are attached and form part of this report, as Annexure 4 & 5.

 

RISK MANAGEMENT:

 

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework.

 

Disclosure under 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 requirment of the
Sexual Harassment women at work place (Prevention Prohibition and Redressal) Act, 2013. The
internal complaints comittee (“ICC”) has been setup to redress the compalints received regarding
sexual harrasment. All employees are covered under this policy.

 

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

 

ACKNOWLEDGEMENTS:

 

Your Directors have pleasure in recording their appreciation for the assistance extended to the
Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the
Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors
express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to
the Company.

 

By Order of the Board
For SAMPRE NUTRITIONS LIMITED

 

Place: Medchal
Date: 08.08.2015

 

Sd/-
B K GURBANI

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting herewith the Twenty Third Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS

(Rs.in lakhs) PARTICULARS Current Year Previous Year 2013-14 2012-13

Income

Revenue from operations 1532.19 1081.34

Other Income 9.26 2.10

Total Income 1541.45 1083.44

Expenditure 1497.20 1064.47

Net profit before tax 44.25 20.97

Provision for taxation

a) Current tax 23.15 17.31

b) Deferred tax 0.00 (13.26)

Profit after tax 21.10 16.92



OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1541.45 Lakhs and incurred a net profit after tax of Rs. 21.10 Lakhs compared to Turnover of Rs. 1083.44 Lakhs and net profit after tax of Rs. 16.92 Lakhs during the previous financial year.

Your Board of Directors are hopeful, that the performance of the Company will improve in the coming financial years.

Your Company has undergone stringent audit by the auditors of M/s Mondeleze India Foods Ltd in September 2013 and is being rated as the best in all standards and scored Highest Ranking in the region of Asia Pacific.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividends for the financial year 2013-14.

DIRECTORS:

During the year Mr. Harnam Rajalsingh Bathija and Mr. Anil Santumal Sidhani resigned from the directorship of the company w.e.f 28.08.2014, the Board puts on record its appreciation for services rendered by them as directors of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Banala Jayaprakash Reddy and Mr. George Kurian as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Further Company is in receipt of notice U/s 160 of the act proposing candidature of Mrs. Umra Singh Sirohi for appointment as director of the company and The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that Mrs. Umra Singh Sirohi fulfills the conditions specified in the Act and the Rules made there under to be eligible to be appointed as Independent Director pursuant to the provisions of section 149 of the Act and Clause 49 of the Listing Agreement and recommend for his appointment as Independent Director.

Further Smt. Meera Brahma Gurbani, who shall retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.

The Board recommends their re/appointments.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting and expressed their unwillingness for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. RRK & Associates as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. RRK & Associates Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013.

The Board recommends their appointment.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals – Mondeleze India Foods Ltd (Cadbury India Limited) & Alkem Laboratories Limited. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers'' – HDFC Bank Ltd & Tamilnad Merchantile Bank Ltd, Financial institutions – Abhinav Capital Services Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

For and on behalf of the Board

Place: Medchal For SAMPRE NUTRITIONS LIMITED Date: 28.08.2014 Sd/- B K GURBANI Chairman and Managing Director

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS

(Rs.in lakhs) PARTICULARS Current Year Previous Year 2012-13 2011-12

Income

Revenue from operations 1081.34 816.88

Other Income 2.10 0.91

Total Income 1083.44 817.79

Expenditure 1062.47 785.73

Net profit before tax 20.97 32.06

Provision for taxation

a) Current tax 17.31 17.41

b) Deferred tax (13.26) (2.95)

c) Fringe Benefit Tax —— Profit after tax 16.92 17.60

OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1081.34 Lakhs and incurred a net profit after tax of Rs. 16.92 Lakhs compared to Turnover of Rs. 816.88 Lakhs and net profit after tax of Rs. 17.60 Lakhs during the previous financial year.

Your Board of Directors are hopeful, that the performance of the Company will improve in the coming financial years.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2012-13.

DIRECTORS:

Sri Anil Santumal Sidhani and Sri George Kurian retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure – 1 attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment for financial year 2013-14.

Further Company is in receipt of confirmation from M/s. KJD Srinivas & Co, Chartered Accountants that in the event of their re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

CORPORATE GOVERNANCE

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor''s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure – III to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals – Cadbury India Limited (Kraft Foods), The Himalaya Drug Company & Alkem Laboratories Limited. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers'' – HDFC Bank Ltd, AXIS Bank Limited and Tamilnad Mercantile Bank Limited various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

For and on behalf of the Board

For SAMPRE NUTRITIONS LIMITED

Sd/-

Place: Secunderabad. B K GURBANI

Date: 27.08.2013 Chairman and Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting herewith the Twentieth Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2011

FINANCIAL RESULTS (Rs.in lakhs)

PARTICULARS Current Year Previous Year 2010-11 2009-10

Income Received 1044.53 435.44

Expenditure 1010.09 426.04

Profit before depreciation and Income tax 114.35 85.21

Depreciation 80.73 75.81

Net profit before tax 33.62 9.40

Provision for taxation

a. Current tax 10.00 3.00

b. Deferred tax - -

c. Fringe Benefit Tax - -

Profit after tax 23.62 6.40

Brought forward from previous year 210.40 204.56

Transfer to General Reserve - -

Balance carried to balance sheet 234.02 210.96

OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1044.53 Lakhs and incurred a net profit after tax of 23.62 Lakhs compared to Tumover of Rs. 435.44 Lakhs and net profit after tax of Rs. 6.40 Lakhs during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will improve in the coming financial years.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2010-11.

DIRECTORS:

Mr. Banala Jayaprakash Reddy & Mr. Harnam Rajalsingh Bathija retires by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Board recommends their re-appointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31sl March 2011 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure -1 attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Further Company is in receipt of confirmation from M/s. KJD Srinivas & Co, Chartered Accountants that in the event of their re-appointment as statutory auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - Ill to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadbury India Limited, Himalaya Drug Company, Sydler Remedies Pvt Ltd, Harshey's & Dr. Morpen. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers' - State Bank of India, AXIS Bank Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

BY ORDER OF THE BOARD

For SAMPRE NUTRISIONS LIMITED

Place: Secunderabad. Sd/-

Date: 29.09.2011 B K GURBANI

Chairman and Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the 19th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

Income Received 435.44 471.42

Expenditure 426.04 352.55

Profit before depreciation and Income tax 85.21 118.87

Depreciation 75.81 72.58

Net profit before tax 9.40 46.29

Provision for taxation

a. Current tax 3.00 3.63

b. Deferred tax - 3.38

c. Fringe Benefit Tax - 1.92

Profit after tax 6.40 37.36

Brought forward from previous year 204.56 179.26

Transfer to General Reserve - -

Balance carried to balance sheet 210.96 204.56

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2009-2010.

OVERALL PERFORMANCE OF THE COMPANY

During the year under review your company has reached a turn over of Rs.4.35 crores. This contribute measures of contract manufacturing from M/s. Cadbury India Limited & Himalaya Drug Company Rs.4.15 crores and partly own sales.

DIRECTORS

Sri Anil Santumal Sidhani and Sri George Kurian, Directors of the Company retires by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

Board recommends their reappointment.

PERSONNEL

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA)of the Companies Act, 1956 the directors of your company hereby confirm that:

i. in preparation of annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2010 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

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

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

D. Foreign Exchange Earnings & Outgo: (In Rs.)

2009-10 2008-09

Foreign Exchange earnings Nil Nil

Foreign Exchange outgo Nil Nil

CORPORATE GOVERNANCE

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - II to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure -1 to this report.

AUDITORS

M/s. Dendukuri Associates, Chartered Accountants the Statutory Auditors of the Company appointed by the members of Company at Annual General Meeting held on 29th September 2009 and on intimation by the company they have expressed their inability to act as auditor of the Company due to some pre-occupations.

Further company is in receipt of confirmation from M/s. KJD Srinivas & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditor of the company appointed in extra ordinary general meeting held on 07.01.2009 and confirmed that in the event of their appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommended their appointment as approved by Audit committee of the company

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadburys India Limited, Himalaya Drug Company and the C&F Agents. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers - State Bank of India, Axis Bank, Financial institutions and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at aUtevels for the progress of the company.

for and on behalf of the Board

Place: Secunderabad. Sd/-

Date: 26.08.2010 B K GURBANI

Chairman and Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting herewith the 18th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2009.

FINANCIAL RESULTS:

(Rs.in lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2009 31.03.2008

Income Received 471.42 429.81

Expenditure 352.55 354.72

Profit before depreciation and Income tax 118.87 75.09

Depreciation 72.58 58.01

Net profit before tax 46.29 17.08

Provision for taxation

a. Current tax 3.63 4.67

b. Deferred tax 3.38 1.07

c. Fringe Benefit Tax 1.92 1.27

Prof it after tax 37.36 10.07

Brought forward from previous year 179.26 169.19

Transfer to General Reserve

Balance carried to balance sheet 204.56 179.26



DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2008-2009.

OVERALL PERFORMANCE OF THE COMPANY:

During the year under review your company has achieved a turn over of Rs.471.42 lakhs compared to lasy year turnover of Rs. 429.81 lakhs and earned profit of Rs. 46.29 lakhs compared to last year, profit of Rs. 17.08 lakhs. Major contribution is from contract manufacturing orders from M/s. Cadburys India Limited and M/s. The Himalaya Drug Company Ltd. around Rs. 4.00 crores and partly own sales. The company is focused towards working on the loan license system and reduce their own sales %age due to high input cost of Raw Materials especially "SUGAR, MILK POWDER & VANASPATHI".

DIRECTORS:

Smt. Meera B Gurbani retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.

Board recommends their reappointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2009, the applicable

accounting standards have been followed along with proper explanation relating to material departure, if any, therefrom;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2009 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

D. Foreign Exchange Earnings & Outgo: (In Rs.)

2008-09 2007-08

Foreign Exchange earnings Nil Nil

Foreign Exchange outgo Nil Nil

CORPORATE GOVERNANCE:

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - II to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - I to this report.

AUDITORS:

M/s. T. P. Rao & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and expressed their unwillingness for re-appointment due to the pre-occupations.

Further company is in receipt of confirmation from M/s. Dendukuri Asociates, Chartered Accountants expressing their willingness for appointment as statutory auditor of the company and confirmed that in the event of their appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recomend their appointment as approved by Audit Committee of the company.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadbury India Limited, Himalaya Drug Company, Harsheys & Dr. Morpen. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers - State Bank of India, AXIS Bank Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

for and on behalf of the Board

For SAMPRE NUTRITIONS LIMITED

Place: Hyderabad

Date: 26.08.2009 Sd/-

B K GURBANI

Chairman and Managing Director